ended, and all known liabilities, whether actual or contingent, of the Acquired Portfolio as of the date thereof are disclosed therein. The Statement of Assets and Liabilities will be in accordance with GAAP consistently applied and will fairly reflect, in all material respects, the financial condition of the Acquired Portfolio as of such date and the results of its operations for the period then ended. The Acquired Portfolio will not have any known or contingent liabilities required to be reflected on its Statement of Assets and Liabilities on the Closing Date other than those disclosed on its Statement of Assets and Liabilities on the Closing Date. No significant deficiency, material weakness, fraud, significant change or other factor that could significantly affect the internal controls of the Acquired Portfolio or SBL Fund has been disclosed or is required to be disclosed in the Acquired Portfolio’s or the SBL Fund’s reports on Form N-CSR to enable the chief executive officer and chief financial officer or other officers of the Acquired Portfolio or SBL Fund to make the certifications required by the Sarbanes-Oxley Act, and no deficiency, weakness, fraud, change, event or other factor exists respecting the Acquired Portfolio that will be required to be disclosed in the Acquiring Portfolio’s Form N-CSR after the Closing Date;
(g) Since the most recent fiscal year end, except as specifically disclosed in the Acquired Portfolio’s prospectus or its statement of additional information as in effect on the date of this Agreement, there has not been any material adverse change in the Acquired Portfolio’s financial condition, assets, liabilities, business or prospects, or any incurrence by the Acquired Portfolio of indebtedness, except for normal contractual obligations incurred in the ordinary course of business or in connection with the settlement of purchases and sales of portfolio securities. For the purposes of this subparagraph (g) (but not for any other purpose of this Agreement), a decline in NAV per Acquired Portfolio Share arising out of its normal investment operations or a decline in market values of securities in the Acquired Portfolio’s portfolio or a decline in net assets of the Acquired Portfolio as a result of redemptions shall not constitute a material adverse change;
(h) (A) For each taxable year of its operation since its inception, the Acquired Portfolio has satisfied, and for the current taxable year it will satisfy, the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company. The Acquired Portfolio will qualify as a regulated investment company as of the Closing Date and will satisfy the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d) of the Code. The Acquired Portfolio has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquired Portfolio to fail to qualify as a regulated investment company under the Code. To the knowledge of the SBL Fund, (i) the Acquired Portfolio does not have, and has not ever had, any shareholder that is not a segregated asset account within the meaning of Treasury Regulation Section 1.817-5(e) or an entity referred to in (and holding its shares in compliance with the terms of) Treasury Regulation Section 1.817-5(f)(3)(i), (ii), or (iii); (ii) no public investor is participating or has ever participated in the Acquired Portfolio through such a segregated asset account other than through purchase of a variable contract within the meaning of Treasury Regulation Section 1.817-5(f)(2)(i); and (iii) the Acquired Portfolio satisfies, and at all time during its existence has satisfied, the diversification requirements contained in Treasury Regulation Section 1.817-5(b)(1), (2), or (3);
(B) Within the times and in the manner prescribed by law, the Acquired Portfolio has properly filed on a timely basis all Tax Returns (as defined below) that it was required to file, and all such Tax Returns were complete and accurate in all material respects. The Acquired Portfolio has not been informed by any jurisdiction that the jurisdiction believes that the Acquired Portfolio was required to file any Tax Return that was not filed; and the Acquired Portfolio does not know of any basis upon which a jurisdiction could assert such a position;
(C) The Acquired Portfolio has timely paid, in the manner prescribed by law, all Taxes (as defined below), which were due and payable or which were claimed to be due;
(D) All Tax Returns filed by the Acquired Portfolio constitute complete and accurate reports of the respective Tax liabilities and all attributes of the Acquired Portfolio or, in the case of information returns and payee statements, the amounts required to be reported, and accurately set forth all items required to be included or reflected in such returns;
(E) The Acquired Portfolio has not waived or extended any applicable statute of limitations relating to the assessment or collection of Taxes;
(F) The Acquired Portfolio has not been notified that any examinations of the Tax Returns of the Acquired Portfolio are currently in progress or threatened, and no deficiencies have been asserted or assessed against the Acquired Portfolio as a result of any audit by the Internal Revenue Service or any state, local or foreign taxing authority, and, to its knowledge, no such deficiency has been proposed or threatened;
(G) The Acquired Portfolio has delivered to the Acquiring Portfolio or made available to the Acquiring Portfolio complete and accurate copies of all Tax Returns of the Acquired Portfolio, together with all related examination reports and statements of deficiency for all periods not closed under the applicable statutes of limitations and complete and correct copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by or agreed to by or on behalf of the Acquired Portfolio. The Acquired Portfolio has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code;
(H) The Acquired Portfolio has not taken or agreed to take any action, and is not aware of any agreement, plan or other circumstance, that is inconsistent with the representations set forth in the tax representation certificate to be delivered by SBL Fund on behalf of the Acquired Portfolio to the Acquiring Trust and Dechert LLP at the Closing pursuant to Paragraph 7.4 (the “Acquired Portfolio Tax Representation Certificate”);
(I) There are (and as of immediately following the Closing there will be) no liens on the assets of the Acquired Portfolio relating to or attributable to Taxes, except for Taxes not yet due and payable;
(J) The Tax bases of the assets of the Acquired Portfolio are accurately reflected on the Acquired Portfolio’s Tax books and records;
(K) The Acquired Portfolio’s Tax attributes are not limited under the Code (including but not limited to any capital loss carry forward limitations under Sections 382 or 383 of the Code and the Treasury Regulations thereunder) or comparable provisions of state law; and
(L) For purposes of this Agreement, “Taxes” or “Tax” shall mean all taxes, charges, fees, levies or other similar assessments or liabilities, including without limitation income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, transfer, withholding, employment, unemployment, insurance, social security, business license, business organization, environmental, workers compensation, payroll, profits, license, lease, service, service use, severance, stamp, occupation, windfall profits, customs, duties, franchise and other taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof; and “Tax Returns” shall mean all reports, returns, declarations, statements or other information required to be supplied to a governmental or regulatory authority or agency, or to any other person, in connection with Taxes and any associated schedules or work papers produced in connection with such items;
(i) The SBL Fund, after inquiry to participating insurance companies, believes that the assets of any insurance company separate account that have been invested in the Acquired Portfolio since it commenced operations were adequately diversified as required by Section 817(h) of the Code;
(j) The SBL Fund, after inquiry to participating insurance companies, believes that any life insurance company whose separate accounts are invested in the Acquired Portfolio has been treated for federal tax purposes as the owner of the assets underlying the pertinent variable annuity or life insurance contract;
(k) All issued and outstanding Acquired Portfolio Shares by the SBL Fund are, and at the Closing Date will be, legally issued and outstanding, fully paid and nonassessable. All of the issued and outstanding Acquired Portfolio Shares will, at the time of Closing, be held of record by the persons and in the amounts set forth in the Shareholder List submitted to the Acquiring Portfolio pursuant to Paragraph 3.5 hereof. The Acquired Portfolio does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquired Portfolio Shares, nor is there outstanding any security convertible into any Acquired Portfolio Shares;
(l) At the Closing Date, the Acquired Portfolio will have good and marketable title to the Acquired Assets, and full right, power and authority to sell, assign, transfer and deliver the Acquired Assets to the Acquiring Portfolio, and, upon delivery and payment for the Acquired Assets, the Acquiring Portfolio will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, except such restrictions as might arise under the Securities Act of 1933;
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(m) The SBL Fund has the corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the SBL Fund’s Board of Directors, and, subject to the approval of the Acquired Portfolio’s shareholders, assuming due authorization, execution and delivery by the Acquiring Portfolio, this Agreement will constitute a valid and binding obligation of the SBL Fund and the Acquired Portfolio, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;
(n) The information to be furnished by the Acquired Portfolio to the Acquiring Portfolio for use in applications for orders, registration statements, proxy materials and other documents which may be necessary in connection with the transactions contemplated hereby and any information respecting the performance including total return of the Acquired Portfolio or necessary to compute the total return of the Acquired Portfolio shall be accurate and complete and shall comply in all material respects with federal securities and other laws and regulations applicable thereto;
(o) The information included in the proxy statement (the “Proxy Statement”) forming part of the Acquiring Portfolio’s Registration Statement on Form N-14 filed in connection with this Agreement (the “Registration Statement”) that has been reviewed by the Acquired Portfolio or one of its service providers or furnished in writing by the Acquired Portfolio to the Acquiring Portfolio for inclusion in the Registration Statement, on the effective date of that Registration Statement and on the Closing Date, will conform in all material respects to the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(p) Upon the effectiveness of the Registration Statement, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the SBL Fund or the Acquired Portfolio of the transactions contemplated by this Agreement;
(q) All of the issued and outstanding Acquired Portfolio Shares have been offered for sale and sold in conformity in all material respects with all applicable federal and state securities laws;
(r) Each prospectus and statement of additional information of the Acquired Portfolio and any amendments or supplements thereto, furnished to the Acquiring Portfolio, did not as of their dates or the dates of their distribution to the public contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which such statements were made, not materially misleading;
(s) The Acquired Portfolio currently complies in all material respects with, and since its organization has complied in all material respects with, the requirements of, and the rules and regulations under, the Investment Company Act, the Securities Act, the Exchange Act, state “Blue Sky” laws and all other applicable federal and state laws or regulations. The Acquired Portfolio currently complies in all material respects with, and since its organization has complied in all material respects with, all investment objectives, policies, strategies, guidelines and restrictions and any compliance procedures established by the SBL Fund or approved by the Board of Directors of the SBL Fund with respect to the Acquired Portfolio. All advertising and sales material used by the Acquired Portfolio or that mentions the Acquired Portfolio and has been approved for use by the principal underwriter for the SBL Fund complies in all material respects with and has complied in all material respects with the applicable requirements of the Securities Act, the Investment Company Act, the rules and regulations of the Commission, and, to the extent applicable, the Conduct Rules of the National Association of Securities Dealers, Inc. (the “NASD”) and any applicable state regulatory authority. All registration statements, prospectuses, reports, proxy materials or other filings required to be made or filed with the Commission, the NASD or issuance authority or any state securities authorities by the Acquired Portfolio have been duly filed and have been approved or declared effective, if such approval or declaration of effectiveness is required by law. Such registration statements, prospectuses, reports, proxy materials and other filings under the Securities Act, the Exchange Act and the Investment Company Act (i) are or were in compliance in all material respects with the requirements of all applicable statutes and the rules and regulations thereunder and (ii) do not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not false or misleading;
(t) Neither the Acquired Portfolio nor, to the knowledge of the Acquired Portfolio, any “affiliated person” of the Acquired Portfolio has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the
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Investment Company Act, nor, to the knowledge of the Acquired Portfolio, has any affiliated person of the Acquired Portfolio been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the Investment Company Act; and
(u) The Acquired Portfolio Tax Representation Certificate will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.
4.2 Except as set forth on a disclosure schedule previously provided by the Acquiring Trust to the SBL Fund, the Acquiring Trust, on behalf of the Acquiring Portfolio, represents, warrants and covenants to the Acquired Portfolio, which representations, warranties and covenants will be true and correct on the date hereof and on the Closing Date as though made on and as of the Closing Date, as follows:
(a) The Acquiring Portfolio is a series of the Acquiring Trust. The Acquiring Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the Delaware. The Acquiring Trust has the power to own all of its properties and assets and to perform the obligations under this Agreement. The Acquiring Portfolio is not required to qualify to do business in any jurisdiction in which it is not so qualified or where failure to qualify would subject it to any material liability or disability. Each of the Acquiring Trust and the Acquiring Portfolio has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted;
(b) The Acquiring Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the Investment Company Act is in full force and effect;
(c) The current prospectus and statement of additional information for the Acquiring Portfolio and each prospectus and statement of additional information for the Acquiring Portfolio used during the three years previous to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the Securities Act and the Investment Company Act and the rules and regulations of the Commission thereunder and do not or did not at the time of their distribution to the public include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;
(d) The Acquiring Portfolio’s registration statement on Form N-1A that will be in effect on the Closing Date, and the prospectus and statement of additional information of the Acquiring Portfolio included therein, will conform in all material respects with the applicable requirements of the Securities Act and the Investment Company Act and the rules and regulations of the Commission thereunder, and did not as of the effective date thereof and will not as of the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(e) The Registration Statement, including the Proxy Statement and any amendments or supplements thereto in effect on or prior to the Closing Date (other than written information furnished by the Acquired Portfolio or its service providers for inclusion therein, as covered by the Acquired Portfolio’s warranty in Paragraph 4.1(m) hereof) will conform in all material respects to the applicable requirements of the Securities Act, the Exchange Act and the Investment Company Act and the rules and regulations of the Commission thereunder. Neither the Registration Statement nor the Proxy Statement (other than written information furnished by the Acquired Portfolio for inclusion therein, as covered by the Acquired Portfolio’s warranty in Paragraph 4.1(m) hereof) includes or will include any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(f) The Acquiring Trust is not in violation of, and the execution and delivery of this Agreement and performance of its obligations under this Agreement will not result in a violation of, any provisions of the Declaration of Trust or by-laws of the Acquiring Trust or any material agreement, indenture, instrument, contract, lease or other undertaking with respect to the Acquiring Portfolio to which the Acquiring Trust is a party or by which the Acquiring Portfolio or any of its assets is bound;
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(g) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened against the Acquiring Portfolio or any of the Acquiring Portfolio’s properties or assets. The Acquiring Portfolio knows of no facts which might form the basis for the institution of such proceedings. Neither the Acquiring Trust nor the Acquiring Portfolio is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially adversely affects the Acquiring Portfolio’s business or its ability to consummate the transactions contemplated herein;
(h) The statement of assets and liabilities of the Acquiring Portfolio, and the related statements of operations and changes in net assets, as of and for the fiscal year ended December 31, 2005 have been or will be audited by Ernst & Young LLP, independent registered public accounting firm, and are in accordance with GAAP consistently applied and fairly reflect, in all material respects, the financial condition of the Acquiring Portfolio as of such date and the results of its operations for the period then ended, and all known liabilities, whether actual or contingent, of the Acquiring Portfolio as of the date thereof are disclosed therein;
(i) For each taxable year of its operation (including the taxable year that includes the Closing Date), the Acquiring Portfolio has met (and will meet) the requirements of Subchapter M of the Code for qualification as a regulated investment company, has been eligible to (and will be eligible to) and has computed (and will compute) its federal income tax under Section 852 of the Code;
(j) The authorized capital of the Acquiring Portfolio consists of an unlimited number of shares of beneficial interest, 0.001 par value per share. As of the Closing Date, the Acquiring Portfolio will be authorized to issue an unlimited number of shares of beneficial interest, no par value per share. The Acquiring Portfolio Shares to be issued and delivered to the Acquired Portfolio for the account of the Acquired Portfolio Shareholders pursuant to the terms of this Agreement will have been duly authorized on the Closing Date and, when so issued and delivered, will be legally issued and outstanding, fully paid and non-assessable by the Acquiring Trust. The Acquiring Portfolio does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Portfolio shares, nor is there outstanding any security convertible into any Acquiring Portfolio shares;
(k) All issued and outstanding Acquiring Portfolio Shares are, and on the Closing Date will be, legally issued and outstanding, fully paid and non-assessable by the Acquiring Trust and have been offered and sold in every applicable state and the District of Columbia in compliance in all material respects with all applicable federal and state securities laws;
(l) The Acquiring Trust has the trust power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Trust’s Board of Trustees, and, assuming due authorization, execution and delivery by the SBL Fund for the Acquired Portfolio, this Agreement will constitute a valid and binding obligation of the Acquiring Trust for the Acquiring Portfolio, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;
(m) The information to be furnished in writing by the Acquiring Portfolio or the Acquiring Portfolio Adviser for use in applications for orders, registration statements, proxy materials and other documents which may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto or the requirements of any form for which its use is intended, and shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading;
(n) No consent, approval, authorization or order of or filing with any court or governmental authority is required for the execution of this Agreement or the consummation of the transactions contemplated by the Agreement by the Acquiring Portfolio, except for the registration of the Acquiring Portfolio Shares under the Securities Act and the Investment Company Act;
(o) The Acquiring Portfolio currently complies in all material respects with, and since its organization has complied in all material respects with, the requirements of, and the rules and regulations under, the Investment Company Act, the Securities Act, the Exchange Act, state “Blue Sky” laws and all other applicable federal and state laws or regulations. The Acquiring Portfolio currently complies in all material respects with, and since its organization has complied in all material respects with, all investment objectives, policies, guidelines and restrictions and any
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compliance procedures established by the Acquiring Trust with respect to the Acquiring Portfolio. All advertising and sales material used by the Acquiring Portfolio complies in all material respects with and has complied in all material respects with the applicable requirements of the Securities Act, the Investment Company Act, the rules and regulations of the Commission, and, to the extent applicable, the Conduct Rules of the NASD and any applicable state regulatory authority. All registration statements, prospectuses, reports, proxy materials or other filings required to be made or filed with the Commission, the NASD or any state securities authorities by the Acquiring Portfolio have been duly filed and have been approved or declared effective, if such approval or declaration of effectiveness is required by law. Such registration statements, prospectuses, reports, proxy materials and other filings under the Securities Act, the Exchange Act and the Investment Company Act (i) are or were in compliance in all material respects with the requirements of all applicable statutes and the rules and regulations thereunder and (ii) do not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not false or misleading;
(p) Neither the Acquiring Portfolio nor, to the knowledge of the Acquiring Portfolio, any “affiliated person” of the Acquiring Portfolio has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, nor, to the knowledge of the Acquiring Portfolio, has any affiliated person of the Acquiring Portfolio been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the Investment Company Act; and
(q) The Acquiring Portfolio Tax Representation Certificate will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.
5. COVENANTS OF THE ACQUIRING TRUST AND THE SBL FUND
5.1 The Acquired Portfolio will operate the Acquired Portfolio’s business in the ordinary course of business between the date hereof and the Closing Date (except for purchases and sales of portfolio securities and other assets at the request of the Acquiring Portfolio Adviser as provided in Section 1.2(b) hereof). It is understood that such ordinary course of business will include the declaration and payment of customary dividends and other distributions and any other dividends and other distributions necessary or advisable (except to the extent dividends or other distributions that are not customary may be limited by representations made in connection with the issuance of the tax opinion described in Paragraph 8.5 hereof), in each case payable either in cash or in additional shares.
5.2 From the date of this Agreement through the Closing, the SBL Fund will not materially change the expense accrual position and will notify NBMI prior to incurring or committing to any expenditures respecting the Acquired Portfolio that would be expected to increase the expense ratio of the SBL Fund;
5.3 From the date of this Agreement through the Closing, the SBL Fund covenants that it shall take no action that would resolve in a change in a service provider to the Acquired Portfolio, and will provide notice to the Acquired Trust and NBMI in the event of a change in any person providing significant services to the Acquired Portfolio on behalf of the service provider (except for changes resulting from the Reorganization);
5.4 The SBL Fund will call a special meeting of the Acquired Portfolio’s shareholders to consider approval of this Agreement and act upon the matters set forth in the Proxy Statement.
5.5 The Acquiring Portfolio will prepare the notice of meeting, form of proxy and Proxy Statement (collectively, “Proxy Materials”) to be used in connection with such meeting, and will promptly prepare and file with the Commission the Registration Statement. The SBL Fund will provide the Acquiring Portfolio with information reasonably requested for the preparation of the Registration Statement in compliance with the Securities Act, the Exchange Act, and the Investment Company Act.
5.6 The Acquired Portfolio covenants that the Acquiring Portfolio Shares to be issued hereunder are not being acquired by the Acquired Portfolio for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement.
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5.7 The Acquired Portfolio will assist the Acquiring Portfolio in obtaining such information as the Acquiring Portfolio reasonably requires concerning the beneficial ownership of the Acquired Portfolio Shares.
5.8 Subject to the provisions of this Agreement, each Portfolio will take, or cause to be taken, all actions, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement.
5.9 The Acquired Portfolio shall furnish to the Acquiring Portfolio on the Closing Date a Statement of Assets and Liabilities of the Acquired Portfolio as of the Closing Date setting forth the NAV (as computed pursuant to Paragraph 2.1) of the Acquired Portfolio as of the Valuation Time, which statement shall be prepared in accordance with GAAP consistently applied and certified by the SBL Fund’s Treasurer. As promptly as practicable, but in any case within 30 days after the Closing Date, the SBL Fund shall furnish to the Acquiring Trust, in such form as is reasonably satisfactory to the Acquiring Trust, a statement of the earnings and profits of the Acquired Portfolio for federal income tax purposes, and of any capital loss carryovers and other items that will be carried over to the Acquiring Portfolio under the Code, and which statement will be certified by the Treasurer of the SBL Fund.
5.10 Neither Portfolio shall take any action that is inconsistent with the representations set forth in, with respect to the Acquired Portfolio, the Acquired Portfolio Tax Representation Certificate and, with respect to the Acquiring Portfolio, the Acquiring Portfolio Tax Representation Certificate.
5.11 From and after the date of this Agreement and until the Closing Date, each of the Portfolios and the SBL Fund and the Acquiring Trust shall use its commercially reasonable efforts to cause the Reorganization to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could prevent the Reorganization from qualifying, as a reorganization under the provisions of Section 368(a) of the Code. The parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the income tax regulations promulgated under the Code. Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, the parties hereto shall treat and report the transactions contemplated hereby as a reorganization within the meaning of Section 368(a)(1)of the Code and shall not take any position inconsistent with such treatment.
5.12 From and after the date of this Agreement and through the time of the Closing, each Portfolio shall use its commercially reasonable efforts to cause it to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could prevent it from qualifying as a regulated investment company under the provisions of Subchapter M of the Code, or from satisfying the diversification requirements of Treasury Regulation Section 1.817-5(b)(1),(2), or (3).
5.13 SBL Fund, on behalf of the Acquired Portfolio, shall prepare, or cause to be prepared, all of its Tax Returns for taxable periods that end on or before the Closing Date and shall timely file, or cause to be timely filed, all such Tax Returns. The Acquiring Trust, on behalf of the Acquiring Portfolio, shall prepare, or cause to be prepared, all of its Tax Returns for taxable periods that end on or before the Closing Date and shall timely file, or cause to be timely filed, all such Tax Returns. SBL Fund and the Acquiring Trust shall make any payments of Taxes required to be made by it with respect to any such Tax Returns.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED PORTOLIO
The obligations of the Acquired Portfolio to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquiring Portfolio of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Portfolio in writing:
6.1 All representations and warranties by the Acquiring Trust on behalf of the Acquiring Portfolio contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
6.2 The Acquiring Trust shall have delivered to the SBL Fund on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Portfolio executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the SBL Fund and dated as of the Closing Date, to
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the effect that the representations and warranties of the Acquiring Trust made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the SBL Fund shall reasonably request;
6.3 The Acquiring Trust on behalf of the Acquiring Portfolio shall have delivered to the SBL Fund and Dechert LLP an Acquiring Portfolio Tax Representation Certificate, satisfactory to the SBL Fund and Dechert LLP, in a form mutually acceptable to the Acquiring Trust and the SBL Fund, concerning certain tax-related matters with respect to the Acquiring Portfolio;
6.4 With respect to the Acquiring Portfolio, the Board of Trustees of the Acquiring Trust shall have determined that the Reorganization is in the best interests of the Acquiring Portfolio and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; and
6.5 The SBL Fund shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Acquiring Trust and related matters of Dechert LLP, dated as of the Closing Date, in a form reasonably satisfactory to the SBL Fund.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING PORTFOLIO
The obligations of the Acquiring Portfolio to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Portfolio of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Portfolio in writing:
7.1 All representations and warranties of the SBL Fund on behalf of the Acquired Portfolio contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The SBL Fund shall have delivered to the Acquiring Portfolio the Statement of Assets and Liabilities of the Acquired Portfolio pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the SBL Fund’s Treasurer or Assistant Treasurer;
7.3 The SBL Fund shall have delivered to the Acquiring Trust on the Closing Date a certificate of the SBL Fund on behalf of the Acquired Portfolio executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the SBL Fund contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request;
7.4 The SBL Fund on behalf of the Acquired Portfolio shall have delivered to the Acquiring Trust and Dechert LLP an Acquired Portfolio Tax Representation Certificate, satisfactory to the Acquiring Trust and Dechert LLP, in a form mutually acceptable to the Acquiring Trust and the SBL Fund, concerning certain tax-related matters with respect to the Acquired Portfolio;
7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the SBL Fund and related matters of counsel to SBL Fund, dated as of the Closing Date, in a form reasonably satisfactory to the Acquiring Trust; and
7.6 With respect to the Acquired Portfolio, the Board of Directors of the SBL Fund shall have determined that the Reorganization is in the best interests of the Acquired Portfolio and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.
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8. FURTHER CONDITIONS PRECEDENT
If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Portfolio’s shareholders in accordance with the provisions of the SBL Fund’s Articles of Incorporation and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Portfolio’s shareholders shall have been delivered by the Acquired Portfolio to the Acquiring Portfolio. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;
8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency or governmental body in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;
8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;
8.4 The Acquiring Trust’s Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;
8.5 The parties shall have received an opinion of Dechert LLP, as counsel to the Acquiring Trust, reasonably satisfactory to the SBL Fund and the Acquiring Trust and subject to customary representation assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Portfolio of the Acquired Assets solely in exchange for the issuance of Acquiring Portfolio Shares to the Acquired Portfolio and the assumption of the Assumed Liabilities by the Acquiring Portfolio, followed by the distribution by the Acquired Portfolio, in liquidation of the Acquired Portfolio, of Acquiring Portfolio Shares to the Acquired Portfolio Shareholders in exchange for their Acquired Portfolio Shares and the termination of the Acquired Portfolio, will constitute a “reorganization” within the meaning of Section 368(a) of the Code; and
8.6 The Acquired Portfolio shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date.
9. BROKERAGE FEES AND EXPENSES
9.1 Each party hereto represents and warrants to the other party hereto that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.
9.2 The parties have been informed by the Acquired Portfolio Adviser and the Acquiring Portfolio Adviser and the parties have entered into this Agreement in reliance on such information that certain non-parties will pay (with the Acquired Portfolio Adviser being responsible for two-thirds and the Acquiring Portfolio Adviser being responsible for one-third of such amounts) all proxy statement and solicitation costs of the Funds associated with the Reorganization including, but not limited to, the expenses associated with the preparation, printing and mailing of any and all shareholder notices, communications, proxy statements, and necessary filings with the SEC or any other governmental authority in connection with the transactions contemplated by this Agreement and the fees and expenses of any proxy solicitation firm retained in connection with the Reorganization
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9.3 ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
9.4 The Acquiring Trust and the SBL Fund each agrees that neither party has made any representation, warranty or covenant not set forth herein or referred to in Paragraphs 4.1 or 4.2 hereof and that this Agreement constitutes the entire agreement between the parties.
9.5 The representations and warranties contained in this Agreement delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. However, this provision in no way limits the ability of either the Acquiring Trust or SBL Fund to pursue any remedies upon later discovery that any representations and warranties provided herein were untrue when provided.
10. TERMINATION
10.1 This Agreement may be terminated by the mutual agreement of the Acquiring Trust and the SBL Fund. In addition, either party may at its option terminate this Agreement at or prior to the Closing Date:
(a) because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed at or prior to the Closing Date;
(b) because of a condition herein expressed to be precedent to the obligations of the terminating party which has not been met and which reasonably appears will not or cannot be met;
(c) if the transactions contemplated by this Agreement shall not have occurred on or prior to December 31, 2006 or such other date as the parties may mutually agree upon in writing.
10.2 In the event of any such termination, there shall be no liability for damages on the part of the Acquiring Portfolio, the Acquiring Trust, the SBL Fund or the Acquired Portfolio, or the directors or officers of the SBL Fund, or the Acquiring Trust.
11. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the SBL Fund and the Acquiring Trust; provided, however, that following the meeting of the Acquired Portfolio’s shareholders called by the SBL Fund pursuant to Paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions regarding the method for determining the number of Acquiring Portfolio Shares to be received by the Acquired Portfolio Shareholders under this Agreement to their detriment without their further approval; provided that nothing contained in this Section 12 shall be construed to prohibit the parties from amending this Agreement to change the Closing Date.
12. NOTICES
Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Acquired Portfolio, c/o _______________________________________, Attention: Amy Lee, and to the Acquiring Portfolio, c/o Neuberger Berman Advisers Management Trust, 605 Third Avenue, New York, New York 10158-3698, Attention: Maxine Gerson, with copies to Dechert LLP, 1775 I Street N.W., Washington, DC 20006, Attention: Jeffrey S. Puretz.
13. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
13.1 The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance with the laws of the Delaware, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern.
B-14
13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, or other entity, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
13.5 It is expressly agreed that the obligations of the Acquiring Trust and the SBL Fund shall not be binding upon any of their respective directors, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Acquiring Portfolio or the Acquired Portfolio, as the case may be, as provided in the trust instruments of the Acquiring Trust and the organizational documents of the SBL Fund, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Acquiring Trust and of the SBL Fund and this Agreement has been executed by authorized officers of the Acquiring Trust and the SBL Fund, acting as such, and neither such authorization by such trustees or such directors nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Acquiring Portfolio and the Acquired Portfolio, as the case may be, as provided in the trust instruments of the Acquiring Trust and the Articles of Incorporation of the SBL Fund, respectively.
[signature page to follow]
B-15
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first set forth above by its President or Vice President and attested by its Secretary or Assistant Secretary.
Attest: | | | SBL Fund
on behalf of Series S (Social Awareness Portfolio) | |
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By: | | | By: | | |
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Name: | | | Name: | | |
Title: | | | Title: | | |
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Attest: | | | Neuberger Berman Advisers Management Trust
on behalf of the Socially Responsive Portfolio | |
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By: | | | By: | | |
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Name: | | | Name: | | |
Title: | | | Title: | | |
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APPENDIX C
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL AND RECORD OWNERS
The following tables provide information about the persons or entities who owned beneficially 5% or more of the outstanding shares of Series S as of April 3, 2006:
SBL Fund
Name and Address of Shareholder | | Shares Owned | | % Owned | |
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Security Benefit Life Insurance Company Topeka, Kansas | | | 3,811,537 | | | 100% | |
APPENDIX D
COMPARISON OF DELAWARE STATUTORY TRUST AND KANSAS CORPORATION
As a result of the Reorganization, each Series S shareholder will become a shareholder of Neuberger SR Portfolio, and the rights of all such former Series S shareholders will thereafter be governed by the AMT Fund’s Declaration of Trust, its Bylaws, the Delaware Statutory Trust Act and the Delaware General Corporation Law (together the “Delaware Law”).
The rights of the Series S shareholders are presently governed by the SBL Fund’s Articles of Incorporation, its Bylaws, and Kansas Statutes Annotated (“Kansas Law”). The following summary, which does not purport to be a complete statement of the differences between the rights of the Series S shareholders and the Neuberger SR Portfolio shareholders, sets forth certain differences between the Delaware law and the Kansas law.
This summary is not intended to be complete and is qualified in its entirety by reference to the respective organizational documents of the AMT Fund and the SBL Fund, and the Agreement and Plan of Reorganization.
Limitation of Shareowners’ Liability
Delaware law provides that the shareowners of a Delaware statutory trust are not subject to liability for the debts or obligations of the trust. Similarly, the SBL Fund’s Articles of Incorporation provides that the private property of the stockholders will be subject to the payment of corporate debts not to any extent.
Limitation of Trustee/Director Liability
Delaware law provides that, except to the extent otherwise provided in a trust’s declaration of trust or by-laws, trustees will not be personally liable to any person (other than the statutory trust or a shareholder thereof) for any act, omission or obligation of the statutory trust or any trustee thereof. Delaware law also provides that a trustee’s actions under a Delaware statutory trust’s declaration of trust or by-laws will not subject the trustee to liability to the statutory trust or its shareowners if the trustee takes such action in good faith reliance on the provisions of the statutory trust’s declaration of trust or by-laws. Likewise, the SBL Fund’s Bylaws provide that a Director will not be liable to the corporation for any act or omission if such person exercised the same degree of care and skill as a prudent man would have under the same circumstances in the conduct of his or her own affairs or took such action in reliance upon the advice of counsel or upon information furnished by directors, officers, employees or agents of SBL Fund, or of such other corporation, which he or she had no reasonable grounds to disbelieve.
Shareholder Meetings and Voting
Unless an election of directors is required to be acted upon, annual shareholder meetings are not required under either Delaware law or Kansas law. Both Kansas law and Delaware law provide that the organizational documents may set forth provisions related to voting in any manner. This provision is generally construed to permit trustee/director and shareholder voting through computer or electronic media. For an investment company with a significant number of institutional shareholders, all with access to computer or electronic networks, the use of such voting methods could significantly reduce the costs of shareholder voting. However, the advantage of such methods may not be realizable unless the SEC modifies its proxy rules. Also, as required by the Investment Company Act, votes on certain matters by trustees would still need to be taken at actual in-person meetings.
Board Composition
Delaware law provides that separate boards of trustees may be authorized for each series of a Delaware statutory trust. Whether separate boards of directors can be authorized for series of a Kansas corporation is unclear under Kansas law; however, as always, the establishment of any board of trustees/directors of a registered investment company must comply with applicable securities laws, including the provisions of the Investment Company Act regarding the election of trustees/directors by shareholders.
Indemnification
Delaware law provides that a Delaware statutory trust has the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever. Kansas law allows a corporation to provide indemnification of directors, officers, employees or agents of the corporation for actual and reasonable costs in actions other than those by the corporation if the indemnified person acted in good faith, in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, in respect to a criminal action, had no reason to believe the conduct was unlawful. In an action by the corporation, Kansas law provides that a corporation may indemnify its director, officer, employee or agent for actual and reasonable costs if such person acted in good faith, and, in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that there can be no indemnification for such a person adjudged liable unless and only to the extent that the court in such action determines such person is fairly and reasonably entitled to indemnification.
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-866-437-4667
OR LOG ON TO WWW.MYPROXYONLINE.COM | | SECURITY BENEFIT |
SBL Fund, Series S
One Security Benefit Place
Topeka, KS 66636-0001
(Toll-Free) 1-800-888-2461
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
June 1, 2006
The undersigned hereby appoint(s) Donald A. Chubb, Jr., Amy J. Lee and Brenda M. Harwood, or any one of them, proxies, each of them with full power of substitution, to vote and act with respect to all shares of Series S which the undersigned is entitled to vote at the Special Meeting of SBL Fund shareholders to be held at the executive offices of SBL Fund, One Security Benefit Place, Topeka, Kansas 66636, on June 1, 2006 at 1:00 p.m. (Central time) and at any adjournment(s) or postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. This proxy card will be voted as instructed. If no specification is made, the proxy card will be voted “FOR” Proposal 1.
• FOLD AND DETACH HERE • |
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SBL Fund, Series S |
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Special Meeting of Shareholders to be held on June 1, 2006 |
Please vote, date and sign this proxy card and return it promptly in the enclosed envelope. Please indicate your vote by an “x” in the appropriate box below:
1. | To approve a Plan of Reorganization providing for the acquisition of all of the assets and liabilities of SBL Fund, Series S (Social Awareness Series) by Neuberger Berman Advisers Management Trust, Socially Responsive Portfolio, solely in exchange for Class S shares of Neuberger Berman Advisers Management Trust, Socially Responsive Portfolio, followed by the complete liquidation of the Social Awareness Series. |
| PLEASE VOTE BY | | |
| CHECKING THE | x | |
| APPROPRIATE BOX | |
| AS IN THIS EXAMPLE | | |
| Date: _____________________________ | |
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| Signature | |
PROXY VOTING INSTRUCTIONS
Your mailed proxy statement provides details on important issues relating to Series S. The board of directors of SBL Fund recommends that you vote “FOR” the proposal.
To make voting faster and more convenient for you, we are offering a variety of ways to vote your proxy. You may vote using the Internet or by telephone instead of completing and mailing the enclosed proxy card. The Internet and telephone are generally available 24 hours a day and your vote will be confirmed and posted immediately. Use whichever method is most convenient for you! If you choose to vote via the Internet or by phone, you should not mail your proxy card.
Ways to Vote Your Shares
Your vote is important no matter how many shares you own. Voting your shares early will avoid costly follow-up mail and telephone solicitation.
| 1. | Click on www.myproxyonline.com. |
Online | 2. | Enter the 12 digit control number. |
| 3. | Follow the instructions on the Web site. |
| 4. | Once you have voted, you do not need to mail your proxy card. |
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| 1. | Call toll-free 1-866-437-4675. |
By Phone | 2. | Enter the 12 digit control number. |
| 3. | Follow the recorded instructions. |
| 4. | Once you have voted, you do not need to mail your proxy card |
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By Mail | Complete and sign your proxy card and mail it in the postage-paid envelope received with your shareholder mailing. To ensure your vote is validated properly, please sign your proxy card as described in the “Instructions for Signing Proxy Cards” section of your proxy materials. |
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In Person | The Shareholder Meeting will take place June 1, 2006, at 1:00p.m., Central time, at the office of SBL Fund, located at One Security Benefit Place, Topeka, Kansas. |
Questions?
We urge you to spend time reviewing your proxy statement and the proposal included in the package. Should you have any questions, we encourage you to call 1-866-304-2059 toll-free Monday through Friday from 9:30 a.m. to 10:00 p.m. Eastern time. We have retained InvestorConnect to assist our shareholders in the voting process. If we have not received your proxy card by [ ], 2006, representatives from InvestorConnect may call you to remind you to exercise your vote.
YOUR PROXY VOTE IS IMPORTANT! PLEASE VOTE TODAY
PART B
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Statement of Additional Information
April 28, 2006
Acquisition of the Assets and Liabilities of:
Series S (Social Awareness Series)
(a series of SBL Fund)
One Security Benefit Place
Topeka, Kansas 66636-0001
(785) 438-3000
By and in Exchange for:
Socially Responsive Portfolio, Class S Shares
(a series of Neuberger Berman Advisers Management Trust)
605 Third Avenue, Second Floor
New York, New York 10158-0006
This Statement of Additional Information (“SAI”) is part of a registration statement and contains information in addition to that contained in the prospectus for Neuberger Berman Advisers Management Trust (“Fund”) dated May 1, 2005, as amended from time to time. This SAI should be read in conjunction with the Fund’s prospectus. It is available to the shareholders of Series S (Social Awareness Series) (“Series S”) of SBL Fund in connection with a proposed transaction whereby all of the assets and known liabilities of Series S will be transferred to the Socially Responsive Portfolio (“Neuberger SR Portfolio”), a series of the Fund, in exchange for Class S shares of Neuberger SR Portfolio.
This SAI consists of (i) this cover page; (ii) the “Neuberger SR Portfolio Additional Information” beginning on page 2 of this SAI, which presents certain information with respect to the management of Neuberger SR Portfolio; and (iii) the following documents, each of which was filed electronically with the U.S. Securities and Exchange Commission and is incorporated by reference herein:
1. | The SAI for Neuberger Berman Advisers Management Trust, dated May 1, 2005. |
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2. | The Financial Statements of Neuberger SR Portfolio included in the Annual Report of the Fund dated December 31, 2005. |
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3. | The Financial Statements Series S included in the Annual Report of SBL Fund dated December 31, 2005. |
1
This SAI is not a prospectus. A Prospectus/Proxy Statement dated April 28, 2006 relating to the Reorganization of Series S may be obtained, without charge, by writing to SBL Fund at One Security Benefit Place, Topeka, Kansas 66636-0001 or by calling (785) 438-3000, or by writing to Neuberger Berman Advisers Management Trust at 605 Third Avenue, Second Floor, New York, New York 10158-0006 or by calling (212) 476-8800. This SAI should be read in conjunction with the Prospectus/Proxy Statement.
NEUBERGER SR PORTFOLIO
ADDITIONAL INFORMATION
TRUSTEE OWNERSHIP OF SECURITIES
Set forth below is the dollar range of equity securities owned by each Trustee of the Fund.
Name of Trustee | | Dollar Range of Equity
Securities or Indirect
Interests in Neuberger
Berman Advisers
Management Trust
as of December 31, 2004 | | Aggregate Dollar Range of Equity
Securities in all Registered
Investment Companies Overseen
by Trustee in Family of Investment
Companies as of December 31,
2004 |
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Independent Trustees | | | | |
John Cannon | | None | | $50,001 - $100,000 |
Faith Colish | | None | | Over $100,000 |
C. Anne Harvey | | None | | $50,001 - $100,000 |
Barry Hirsch | | None | | Over $100,000 |
Robert A. Kavesh | | None | | $10,001 - $50,000 |
Howard A. Mileaf | | None | | Over $100,000 |
Edward I. O’Brien | | None | | Over $100,000 |
William E. Rulon | | None | | $50,001 - $100,000 |
Cornelius T. Ryan | | None | | Over $100,000 |
Tom D. Seip | | None | | Over $100,000 |
Candace L. Straight | | None | | Over $100,000 |
Peter P. Trapp | | None | | $50,001 - $100,000 |
Trustees who are “Interested Persons” | | | | |
Jack L. Rivkin | | None | | $10,001 - $50,000 |
Peter E. Sundman | | None | | Over $100,000 |
2
INDEPENDENT TRUSTEES OWNERSHIP OF SECURITIES
No Independent Trustee (including his/her immediate family members) owns any securities (not including shares of registered investment companies) in any Neuberger Berman entity or in Lehman Brothers Holdings Inc., which controls the Neuberger Berman entities.
Name of Trustee | | Name of
Owners and
Relationship
to Trustee | | Company | | Title of Class | | Value of
Securities | | Percentage
of Class |
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John Cannon | | N/A | | N/A | | N/A | | $0 | | N/A |
Faith Colish | | N/A | | N/A | | N/A | | $0 | | N/A |
C. Anne Harvey | | N/A | | N/A | | N/A | | $0 | | N/A |
Barry Hirsch | | N/A | | N/A | | N/A | | $0 | | N/A |
Robert A. Kavesh | | N/A | | N/A | | N/A | | $0 | | N/A |
Howard A. Mileaf | | N/A | | N/A | | N/A | | $0 | | N/A |
William E. Rulon | | N/A | | N/A | | N/A | | $0 | | N/A |
Cornelius T. Ryan | | N/A | | N/A | | N/A | | $0 | | N/A |
Tom D. Seip | | N/A | | N/A | | N/A | | $0 | | N/A |
Candace L. Straight | | N/A | | N/A | | N/A | | $0 | | N/A |
Peter P. Trapp | | N/A | | N/A | | N/A | | $0 | | N/A |
3
PORTFOLIO HOLDINGS DISCLOSURE
Portfolio Holdings Disclosure Policy
The Fund prohibits the disclosure of information about the portfolio holdings of its series, before such information is publicly disclosed, to any outside parties, including individual investors, institutional investors, intermediaries, third party service providers to Neuberger Berman Management Inc. (“NBMI”) or the Fund, rating and ranking organizations, and affiliated persons of the Fund or NBMI (the “Potential Recipients”) unless such disclosure is consistent with the Fund’s legitimate business purposes and is in the best interests of its shareholders (the “Best Interests Standard”).
NBMI and the Fund have determined that the only categories of Potential Recipients that meet the Best Interests Standard are certain mutual fund rating and ranking organizations and third party service providers to NBMI or the Fund with a specific business reason to know the portfolio holdings of the Fund (e.g., securities lending agents) (the “Allowable Recipients”). As such, certain procedures must be adhered to before the Allowable Recipients may receive the portfolio holdings prior to their being made public. Allowable Recipients that get approved for receipt of the portfolio holdings are known as “Approved Recipients.” The Fund’s President or a Senior Vice President may determine to expand the categories of Allowable Recipients only if he or she first determines that the Best Interests Standard has been met (e.g., for disclosure to a newly hired investment adviser or sub-adviser to the Fund prior to commencing its duties), and only with the written concurrence of NBMI’s legal and compliance department.
Portfolio Holdings Disclosure Procedures
Disclosure of portfolio holdings may be requested only by an officer of NBMI or the Fund by completing a holdings disclosure form. The completed form must be submitted to the Fund’s President or a Senior Vice President of NBMI (who may not be the officer submitting the request) for review and approval. If the Proposed Recipient is an affiliated person of the Fund or NBMI, the reviewer must ensure that the disclosure is in the best interests of Fund shareholders and that no conflict of interest exists between the shareholders and the Fund or NBMI. Following this approval, the form is submitted to NBMI’s legal and compliance department or to the Chief Compliance Officer of NBMI for review, approval and processing.
Neither the Fund, NBMI nor any affiliate of either may receive any compensation or consideration for the disclosure of portfolio holdings, although usual and customary compensation may be paid in connection with a service delivered, such as securities lending. Each Allowable Recipient must sign a non-disclosure agreement before they may become an Approved Recipient. Pursuant to a duty of confidentiality set forth in the non-disclosure agreement, Allowable Recipients are (1) required to keep all portfolio holdings information confidential and (2) prohibited from trading based on such information. In consultation with the Fund’s Chief Compliance Officer, the Board of Directors reviews the Fund’s portfolio holdings disclosure policy and procedures annually to determine their effectiveness and to adopt changes as necessary.
4
Pursuant to a Code of Ethics adopted by the Fund, NBMI and Neuberger Berman, LLC (“Code”), Investment Personnel, Access Persons and employees of each are prohibited from revealing information relating to current or anticipated investment intentions, portfolio holdings, portfolio transactions or activities of the Fund except to persons whose responsibilities are determined to require knowledge of the information in accordance with procedures established by the Legal and Compliance Department in the best interests of the Fund’s shareholders. The Code also prohibits any person associated with the Fund, NBMI or Neuberger Berman, LLC, in connection with the purchase or sale, directly or indirectly, by such person of a security held or the be acquired by the Fund from engaging in any transaction in a security while in possession of material nonpublic information regarding the security or the issuer of the security.
Portfolio Holdings Approved Recipients
The Fund currently has ongoing arrangements to disclose portfolio holdings information prior to their being made public with the following Approved Recipients:
State Street Bank and Trust Company (“State Street”). The Fund has selected State Street as custodian for its securities and cash. Pursuant to a custodian contract, the Fund employs State Street as the custodian of its assets. As custodian, State Street creates and maintains all records relating to the Fund’s activities and supplies the Fund with a daily tabulation of the securities it owns and that are held by State Street. Pursuant to such contract, State Street agrees that all books, records, information and data pertaining to the business of the Fund which are exchanged or received pursuant to the contract shall remain confidential, shall not be voluntarily disclosed to any other person, except as may be required by law, and shall not be used by State Street for any purpose not directly related to the business of the Fund, except with the Fund’s written consent. State Street receives reasonable compensation for its services and expenses as custodian.
Rating, Ranking and Research Agencies. The Fund sends its complete portfolio holdings information to the following rating, ranking and research agencies for the purpose of having such agency develop a rating, ranking or specific research product for the Fund. The Fund provides its complete portfolio holdings to: Vestek and Bloomberg L.P. each day; Standard and Poor’s, a division of The McGraw-Hill Companies, Inc. and Lipper, a Reuters company on the second business day of each month; Morningstar, Inc. on the fifth calendar day of each month; and Capital Access on the tenth calendar day of each month. The Fund also provides its complete month-end portfolio holdings to DCI on the first business day of each following month so that DCI can create a list of the Fund’s top 10 holdings. No compensation is received by the Fund, NBMI, Neuberger Berman, LLC or any other person in connection with the disclosure of this information. The Fund either has or expects to enter shortly into a written confidentiality agreement, with each rating, ranking or research agency in which the agency agrees or will agree to keep the Funds’ portfolio holdings confidential and to use such information only in connection with developing a rating, ranking or research product for the Fund.
Other Third-Party Service Providers. The Fund may also disclose portfolio holdings information prior to its being made public to its independent registered public accounting firm,
5
legal counsel, financial printers, proxy voting firms and other third-party service providers to the Fund who require access to this information in order to fulfill their duties to the Fund. In all cases, the third-party service provider receiving the information has agreed in writing (or is otherwise required by professional and/or written confidentiality requirements or fiduciary duty) to keep the information confidential, to use it only for the agreed-upon purpose(s) and not to trade securities on the basis of such information.
SOCIALLY RESPONSIVE INVESTING
Under its investment strategies, as described in the Proxy/Prospectus, the Neuberger SR Portfolio invests under normal conditions at least 80% of its total assets in equity securities selected in accordance with its social policy. Information about the social criteria used for the Portfolio is described in the Proxy/Prospectus. Below, more detailed information is presented about the social policies employed for the Portfolio.
Socially Responsive Investing
In an era when many people are concerned about the relationship between business and society, socially responsive investing (“SRI”) is a mechanism for assuring that investors’ social values are reflected in their investment decisions. As such, SRI is a direct descendent of the successful effort begun in the early 1970’s to encourage companies to divest their South African operations and subscribe to the Sullivan Principles. Today, a growing number of individuals and institutions are applying similar strategies to a broad range of problems.
Although there are many strategies available to the socially responsive investor, including proxy activism, below-market loans to community projects, and venture capital, the SRI strategies used by the Fund generally fall into two categories:
Avoidance Investing. Most socially responsive investors seek to avoid holding securities of companies whose products or policies are seen as being at odds with the social good. The most common exclusions historically have involved tobacco companies and weapons manufacturers.
Leadership Investing. A growing number of investors actively look for companies with progressive programs that are exemplary or companies which make it their business to try to solve some of the problems of today’s society.
The marriage of social and financial objectives would not have surprised Adam Smith, who was, first and foremost, a moral philosopher. The Wealth of Nations is firmly rooted in the Enlightenment conviction that the purpose of capital is the social good and the related belief that idle capital is both wasteful and unethical. But, what very likely would have surprised Smith is the sheer complexity of the social issues we face today and the diversity of our attitudes toward the social good. War and peace, race and gender, the distribution of wealth, and the conservation of natural resources -- the social agenda is long and compelling. It is also something about which reasonable people differ. What should society’s priorities be? What can and should be done about them? And what is the role of business in addressing them? Since corporations are on the front
6
lines of so many key issues in today’s world, a growing number of investors feel that a corporation’s role cannot be ignored. This is true of some of the most important issues of the day such as equal opportunity and the environment.
The Socially Responsive Database
Neuberger Berman, LLC, the Fund’s sub-adviser, maintains a database of information about the social impact of the companies it follows. NBMI uses the database to evaluate social issues after it deems a stock acceptable from a financial standpoint for acquisition by the Neuberger SR Portfolio. The aim of the database is to be as comprehensive as possible, given that much of the information concerning corporate responsibility comes from subjective sources. Information for the database is gathered by Neuberger Berman, LLC in many categories and then analyzed by NBMI in the following six categories of corporate responsibility:
Workplace Diversity and Employment. NBMI looks for companies that show leadership in areas such as employee training and promotion policies and benefits, such as flextime, generous profit sharing, and parental leave. NBMI looks for active programs to promote women and minorities and takes into account their representation among the officers of an issuer and members of its board of directors. As a basis for exclusion, NBMI looks for Equal Employment Opportunity Act infractions and Occupational Safety and Health Act violations; examines each case in terms of severity, frequency, and time elapsed since the incident; and considers actions taken by the company since the violation. NBMI also monitors companies’ progress and attitudes toward these issues.
Environment. A company’s impact on the environment depends largely on the industry. Therefore, NBMI examines a company’s environmental record vis-à-vis those of its peers in the industry. All companies operating in an industry with inherently high environmental risks are likely to have had problems in such areas as toxic chemical emissions, federal and state fines, and Superfund sites. For these companies, NBMI examines their problems in terms of severity, frequency, and elapsed time. NBMI then balances the record against whatever leadership the company may have demonstrated in terms of environmental policies, procedures, and practices. NBMI defines an environmental leadership company as one that puts into place strong affirmative programs to minimize emissions, promote safety, reduce waste at the source, insure energy conservation, protect natural resources, and incorporate recycling into its processes and products. NBMI looks for the commitment and active involvement of senior management in all these areas. Several major manufacturers which still produce substantial amounts of pollution are among the leaders in developing outstanding waste source reduction and remediation programs.
Product. NBMI considers company announcements, press reports, and public interest publications relating to the health, safety, quality, labeling, advertising, and promotion of both consumer and industrial products. NBMI takes note of companies with a strong commitment to quality and with marketing practices which are ethical and consumer-friendly. NBMI pays particular attention to companies whose products and services promote progressive solutions to social problems.
7
Public Health. NBMI measures the participation of companies in such industries and markets as alcohol, tobacco, gambling and nuclear power. NBMI also considers the impact of products and marketing activities related to those products on nutritional and other health concerns, both domestically and in foreign markets.
Weapons. NBMI keeps track of domestic military sales and, whenever possible, foreign military sales and categorizes them as nuclear weapons related, other weapons related, and non-weapon military supplies, such as micro-chip manufacturers and companies that make uniforms for military personnel.
Corporate Citizenship. NBMI gathers information about a company’s participation in community affairs, its policies with respect to charitable contributions, and its support of education and the arts. NBMI looks for companies with a focus, dealing with issues not just by making financial contributions, but also by asking the questions: What can we do to help? What do we have to offer? Volunteerism, high-school mentoring programs, scholarships and grants, and in-kind donations to specific groups are just a few ways that companies have responded to these questions.
Implementation of Social Policy
Companies deemed acceptable by NBMI from a financial standpoint are analyzed using Neuberger Berman, LLC’s database. The companies are then evaluated by the portfolio manager to determine if the companies’ policies, practices, products, and services withstand scrutiny in the following major areas of concern: the environment and workplace diversity and employment. Companies are then further evaluated to determine their track record in issues and areas of concern such as public health, weapons, product, and corporate citizenship.
The issues and areas of concern that are tracked lend themselves to objective analysis in varying degrees. Few, however, can be resolved entirely on the basis of scientifically demonstrable facts. Moreover, a substantial amount of important information comes from sources that do not purport to be disinterested. Thus, the quality and usefulness of the information in the database depend on Neuberger Berman, LLC’s ability to tap a wide variety of sources and on the experience and judgment of the people at NBMI who interpret the information.
In applying the information in the database to stock selection for the Neuberger SR Portfolio, NBMI considers several factors. NBMI examines the severity and frequency of various infractions, as well as the time elapsed since their occurrence. NBMI also takes into account any remedial action which has been taken by the company relating to these infractions. NBMI notes any quality innovations made by the company in its effort to create positive change and looks at the company’s overall approach to social issues.
8
PRO FORMA FINANCIAL STATEMENTS
Shown below are pro forma financial statements for the Neuberger SR Portfolio, assuming the Reorganization is consummated, as of December 31, 2005. The first table presents Statements of Assets and Liabilities for Neuberger SR Portfolio and Series S and estimated pro forma figures for the combined Portfolio as if the Reorganization had occurred on December 31, 2005. The second table presents Statements of Operations for Neuberger SR Portfolio and Series S and estimated pro forma figures for the combined Portfolio. The third table presents the Portfolio of Investments for Neuberger SR Portfolio and Series S and estimated pro forma figures for the combined Portfolio. The tables are followed by the Notes to the Pro Forma Financial Statements. The pro forma financial information is based on the financial statements of the Neuberger SR Portfolio and Series S as of and for the year ended December 31, 2005. The pro forma information has not been audited and may involve certain judgments or estimates, and may not necessarily be representative of what the actual combined financial statement would have been had the Reorganization occurred as of December 31, 2005.
9
Assets & Liabilities
Series S (Social Awareness Series)
Neuberger Berman Advisers Management Trust Socially Responsive Portfolio | | | | | Neuberger Berman
Advisers
Management Trust
Socially Responsive
Portfolio | | | | | Pro Forma Combined
(Neuberger Berman
Advisers Management
Trust Socially
Responsive Portfolio) | |
| | | | | | | | | |
Pro Forma Combining Statements of Assets & Liabilities (Unaudited) | | | | | | | | | |
| | Series S (Social
Awareness Series) | | | Pro Forma
Adjustment | | |
December 31, 2005 | | | | | |
| |
| |
| |
| |
| |
Assets: | | | | | | | | | | | | | |
Investments in securities, at market value* | | | | | | | | | | | | | |
Unaffiliated issuers | | $ | 94,077,469 | | $ | 47,957,480 | | | — | | $ | 142,034,949 | |
Repurchase agreements | | | 462,000 | | | 2,655,000 | | | — | | | 3,117,000 | |
| |
|
| |
|
| |
|
| |
|
| |
Total investments in securities, at market value | | | 94,539,469 | | | 50,612,480 | | | — | | | 145,151,949 | |
Cash | | | 2,196 | | | 4,037 | | | — | | | 6,233 | |
Foreign currency | | | — | | | 446 | | | — | | | 446 | |
Dividends and interest receivable | | | 25,845 | | | 82,704 | | | — | | | 108,549 | |
Receivable for securities sold | | | — | | | 76,276 | | | — | | | 76,276 | |
Receivable for Fund shares sold | | | 712,493 | | | 778,002 | | | — | | | 1,490,495 | |
Prepaid expenses | | | 1,853 | | | — | | | — | | | 1,853 | |
| |
|
| |
|
| |
|
| |
|
| |
Total assets | | | 95,281,856 | | | 51,553,945 | | | — | | | 146,835,801 | |
Liabilities: | | | | | | | | | | | | | |
Payable for securities purchased | | | — | | | 998,493 | | | — | | | 998,493 | |
Payable for Fund shares redeemed | | | 81,074 | | | 1,135 | | | — | | | 82,209 | |
Payable to investment manager | | | 61,606 | | | 21,766 | | | — | | | 83,372 | |
Payable to administrator | | | 10,022 | | | 5,781 | | | — | | | 15,803 | |
Accrued expenses and other payables | | | 16,813 | | | 50,973 | | | — | | | 67,786 | |
| |
|
| |
|
| |
|
| |
|
| |
Total liabilities | | | 169,515 | | | 1,078,148 | | | — | | | 1,247,663 | |
| |
|
| |
|
| |
|
| |
|
| |
Net Assets at value | | $ | 95,112,341 | | $ | 50,475,797 | | | — | | $ | 145,588,138 | |
| |
|
| |
|
| |
|
| |
|
| |
Net assets consist of: | | | | | | | | | | | | | |
Paid in capital | | $ | 87,999,633 | | $ | 44,783,986 | | | — | | $ | 132,783,619 | |
Undistributed net investment income (loss) | | | 280,972 | | | 160,127 | | | — | | | 441,099 | |
Accumulated net realized gains (losses) on investments | | | 3,140,121 | | | 1,002,351 | | | — | | | 4,142,472 | |
Net unrealized appreciation (depreciation) in value of investments | | | 3,691,615 | | | 4,529,333 | | | — | | | 8,220,948 | |
| |
|
| |
|
| |
|
| |
|
| |
Net Assets at value | | $ | 95,112,341 | | $ | 50,475,797 | | | — | | $ | 145,588,138 | |
| |
|
| |
|
| |
|
| |
|
| |
Net Assets | | $ | 95,112,341 | | | | | | | | | | |
Class I | | | | | $ | 50,475,797 | | | — | | $ | 50,475,797 | |
Class S | | | | | | | | | 95,112,341 | | $ | 95,112,341 | |
Shares outstanding (unlimited shares authorized) | | | 3,971,056 | | | | | | | | | | |
Class I | | | | | | 3,385,203 | | | — | | | 3,385,203 | |
Class S | | | | | | | | | 6,379,097 | (a) | | 6,379,097 | |
Net Asset Value, offering and redemption price per share | | $ | 23.95 | | | | | | | | | | |
Class I | | $ | | | | 14.91 | | | | | $ | 14.91 | |
Class S | | | | | | | | | | (b) | $ | 14.91 | |
* Cost of investments: | | | | | | | | | | | | | |
Unaffiliated issuers | | $ | 90,385,854 | | $ | 43,428,019 | | | — | | $ | 133,813,873 | |
Repurchase agreements | | | 462,000 | | | 2,655,000 | | | — | | | 3,117,000 | |
| |
|
| |
|
| |
|
| |
|
| |
Total cost of investments | | $ | 90,847,854 | | $ | 46,083,019 | | $ | — | | $ | 136,930,873 | |
| |
|
| |
|
| |
|
| |
|
| |
Total cost of foreign currency | | $ | — | | $ | 446 | | $ | — | | $ | 446 | |
| |
|
| |
|
| |
|
| |
|
| |
|
(a) Adjustment to reflect share balance as a result of the combination |
(b) The net asset value of Class S is based upon the net asset value of Class I |
See Notes which are an integral part of the financial statements. |
10
Operations
Series S(Social Awareness Series)
| | | | | Neuberger Berman
Advisers
Management Trust
Socially Responsive
Portfolio | | | | | Pro Forma Combined
(Neuberger Berman
Advisers Management
Trust Socially
Responsive Portfolio) | |
Neuberger Berman Advisers Management Trust Socially Responsive Portfolio | | | | | | | | | |
Pro Forma Combining Statements of Operations (Unaudited) | | | | | | Pro Forma
Adjustment | | |
For the year ended December 31, 2005 | | SeriesS (Social
Awareness Series) | | | | |
| |
| |
| |
| |
| |
Investment Income: | | | | | | | | | | | | | |
Dividends | | $ | 1,034,497 | | $ | 521,458 | | | — | | $ | 1,555,955 | |
Interest income-unaffiliated issuers | | | 144,565 | | | 49,439 | | | — | | | 194,004 | |
Income from securities loaned- affiliated issuers | | | — | | | 1,792 | | | — | | | 1,792 | |
Foreign taxes withheld | | | — | | | (11,137 | ) | | — | | | (11,137 | ) |
| |
|
| |
|
| |
|
| |
|
| |
Total investment income | | | 1,179,062 | | | 561,552 | | | — | | | 1,740,614 | |
| |
|
| |
|
| |
|
| |
|
| |
Expenses: | | | | | | | | | | | | | |
Management fees | | | 737,342 | | | 169,605 | | | (106,212 | )(a) | | 800,735 | |
Custodian fees | | | 8,066 | | | 53,430 | | | 17,117 | (b) | | 78,613 | |
Shareholder servicing agent fees: | | | 25,205 | | | | | | (25,205 | )(c) | | — | |
Class I | | | — | | | 257 | | | — | | | 257 | |
Class S | | | — | | | — | | | 25,205 | (c) | | 25,205 | |
Administration fees: | | | 89,457 | | | | | | (89,457 | )(d) | | — | |
Class I | | | — | | | 92,511 | | | — | | | 92,511 | |
Class S | | | — | | | — | | | 285,337 | (d) | | 285,337 | |
Distribution fees: | | | — | | | | | | | | | — | |
Class I | | | | | | — | | | — | | | — | |
Class S | | | | | | | | | 237,780 | (e) | | 237,780 | |
Directors’ fees & expenses | | | 5,245 | | | 29,557 | | | (3,390 | )(f) | | 31,412 | |
Audit fees | | | 10,631 | | | 38,368 | | | (10,631 | )(g) | | 38,368 | |
Reports to shareholders | | | 10,864 | | | 21,520 | | | (10,864 | )(h) | | 21,520 | |
Insurance expense | | | 2,916 | | | 983 | | | 3,144 | (i) | | 7,043 | |
Legal fees | | | 6,135 | | | 6,588 | | | 7,331 | (j) | | 20,054 | |
Other expenses | | | 2,229 | | | 1,422 | | | 1,349 | (k) | | 5,000 | |
| |
|
| |
|
| |
|
| |
|
| |
Total expenses | | | 898,090 | | | 414,241 | | | 331,504 | | | 1,643,835 | |
Expenses reimbursed by administrator | | | — | | | (12,100 | ) | | (53,249 | )(l) | | (65,349 | ) |
Expenses reduced by custodian fee expense offset and commission recapture arrangements | | | — | | | (4,022 | ) | | — | | | (4,022 | ) |
| |
|
| |
|
| |
|
| |
|
| |
Total net expenses | | | 898,090 | | | 398,119 | | | 278,255 | | | 1,574,464 | |
| |
|
| |
|
| |
|
| |
|
| |
Net investment income (loss) | | | 280,972 | | | 163,433 | | | (278,255 | ) | | 166,150 | |
| |
|
| |
|
| |
|
| |
|
| |
Realized and Unrealized Gain (Loss): | | | | | | | | | | | | | |
Net realized gain (loss) on: | | | | | | | | | | | | | |
Sales of investment securities of unaffiliated issuers | | | 4,449,728 | | | 1,043,367 | | | — | | | 5,493,095 | |
Foreign currency | | | — | | | (3,306 | ) | | — | | | (3,306 | ) |
Change in net unrealized appreciation (depreciation) in value of: | | | | | | | | | | | | | |
Unaffiliated Investment securities | | | (363,949 | ) | | 1,290,176 | | | — | | | 926,227 | |
Foreign currency | | | — | | | (119 | ) | | — | | | (119 | ) |
| |
|
| |
|
| | | | |
|
| |
Net gain (loss) on investments | | | 4,085,779 | | | 2,330,118 | | | | | | 6,415,897 | |
| |
|
| |
|
| | | | |
|
| |
Net increase (decrease) in net assets resulting from operations | | $ | 4,366,751 | | $ | 2,493,551 | | | | | $ | 6,582,047 | |
| |
|
| |
|
| | | | |
|
| |
|
(a) Neuberger Berman Management Inc., the Fund’s investment manager receives for its services a fee at the annual rate of 0.55%of the first $250 million of the Fund’s average daily net assets, |
0.525% of the next $250 million, 0.50% of the next $250 million, 0.475% of the next $250 million, 0.45% of the next $500 million, 0.425% of the next $2.5 billion, and 0.40% of average daily net assets in excess of $4 billion. |
(b) Adjustment to reflect the custodian fees after combination. |
(c) Adjustment to reflect the shareholder servicing fee after combination. |
(d) Neuberger Berman Management Inc. provides the Fund with certain administrative services necessary to operate the Fund and receives a fee for such services at the annual rate of 0.30% of average daily net assets. |
(e) Adjustment to reflect Class S Shares 0.25% distribution fees after combination. |
(f) Adjustment to reflect the trustee’s fee after combination. |
(g) Adjustment to reflect the audit fee after combination. |
(h) Adjustment to reflect the reports to shareholders after combination. |
(i) Adjustment to reflect the insurance costs after combination. |
(j) Adjustment to reflect the legal costs after combination. |
(k) Adjustment to reflect the miscellaneous costs after combination. |
(l) Adjustment to reflect the expense reimbursement for the Class S. |
11
Pro Forma Combined Schedule of Investments (Unaudited)
December 31, 2005
| | Neuberger Berman
Socially Responsive Portfolio | | Pro Forma
Combined | | | Security | | Series S
(Social
Awareness
Series) | | Neuberger
Berman
Socially
Responsive
Portfolio | | Pro Forma
Combined
(Neuberger
Berman
Socially
Responsive
Portfolio) | |
| |
| |
| | |
| |
| |
| |
| |
Series S (Social Awareness Series) | | Shares | | | Shares | | | Shares | | | | | Market Value | | Market Value | | Market Value | |
| |
| | |
| | |
| | | | |
|
| |
|
| |
|
| |
Common Stocks (97.6%) | | | | | | | | | | | | | | | | | | | | | |
Air Freight & Logistics (2.6%) | | | | | | | | | | | | | | | | | | | | | |
| | 36,300 | | | — | | | 36,300 | | | FedEx Corporation | | $ | 3,753,057 | | | — | | $ | 3,753,057 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 3,753,057 | | | — | | | 3,753,057 | |
Automotive (1.8%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 19,525 | | | 19,525 | | | BorgWarner, Inc. | | | — | | $ | 1,183,801 | | | 1,183,801 | |
| | — | | | 13,825 | | | 13,825 | | | Toyota Motor Corp. ADR | | | — | | | 1,446,372 | | | 1,446,372 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 2,630,173 | | | 2,630,173 | |
Banking & Financial (1.4%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 36,500 | | | 36,500 | | | State Street | | | — | | | 2,023,560 | | | 2,023,560 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 2,023,560 | | | 2,023,560 | |
Biotechnology (1.4%) | | | | | | | | | | | | | | | | | | | | | |
| | 24,950 | | | — | | | 24,950 | | | Amgen, Inc. | * | | 1,967,557 | | | — | | | 1,967,557 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 1,967,557 | | | — | | | 1,967,557 | |
Broadcasting & Cable TV (5.2%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 48,125 | | | 48,125 | | | Comcast Corp. Class A Special | * | | — | | | 1,236,331 | | | 1,236,331 | |
| | 21,507 | | | — | | | 21,507 | | | Comcast Corporation | * | | 558,322 | | | — | | | 558,322 | |
| | — | | | 60,066 | | | 60,066 | | | Liberty Global Class A | * | | — | | | 1,351,485 | | | 1,351,485 | |
| | — | | | 29,866 | | | 29,866 | | | Liberty Global Class C | * | | — | | | 633,159 | | | 633,159 | |
| | 127,600 | | | — | | | 127,600 | | | Univision Communications, Inc. | * | | 3,750,164 | | | — | | | 3,750,164 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 4,308,486 | | | 3,220,975 | | | 7,529,461 | |
Business Services (1.0%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 31,610 | | | 31,610 | | | Manpower, Inc. | | | — | | | 1,469,865 | | | 1,469,865 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 1,469,865 | | | 1,469,865 | |
Communications Equipment (3.4%) | | | | | | | | | | | | | | | | | | | | | |
- | | 102,285 | | | — | | | 102,285 | | | ADC Telecommunications, Inc. | * | | 2,285,047 | | | — | | | 2,285,047 | |
| | 155,000 | | | — | | | 155,000 | | | Cisco Systems, Inc. | * | | 2,653,600 | | | — | | | 2,653,600 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 4,938,647 | | | — | | | 4,938,647 | |
Construction & Engineering (2.1%) | | | | | | | | | | | | | | | | | | | | | |
| | 105,800 | | | — | | | 105,800 | | | Shaw Group, Inc. | * | | 3,077,722 | | | — | | | 3,077,722 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 3,077,722 | | | — | | | 3,077,722 | |
Consumer Finance (1.6%) | | | | | | | | | | | | | | | | | | | | | |
| | 46,300 | | | — | | | 46,300 | | | American Express Company | | | 2,382,598 | | | — | | | 2,382,598 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 2,382,598 | | | — | | | 2,382,598 | |
Consumer Staples (2.6%) | | | | | | | | | | | | | | | | | | | | | |
| | 51,400 | | | 25,900 | | | 77,300 | | | Costco Wholesale | | | 2,542,758 | | | 1,281,273 | | | 3,824,031 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 2,542,758 | | | 1,281,273 | | | 3,824,031 | |
Data Processing & Outsourced Services (1.8%) | | | | | | | | | | | | | | | | | | | | | |
| | 61,200 | | | — | | | 61,200 | | | First Data Corporation | | | 2,632,212 | | | — | | | 2,632,212 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 2,632,212 | | | — | | | 2,632,212 | |
Drug Retail (2.0%) | | | | | | | | | | | | | | | | | | | | | |
| | 111,200 | | | — | | | 111,200 | | | CVS Corporation | | | 2,937,904 | | | — | | | 2,937,904 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 2,937,904 | | | — | | | 2,937,904 | |
Electrical Components & Equipment (1.2%) | | | | | | | | | | | | | | | | | | | | | |
| | 285,400 | | | — | | | 285,400 | | | Power-One, Inc. | * | | 1,718,108 | | | — | | | 1,718,108 | |
| | | | | �� | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 1,718,108 | | | — | | | 1,718,108 | |
Energy (0.5%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 12,235 | | | 12,235 | | | BP PLC ADR | | | — | | | 785,732 | | | 785,732 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 785,732 | | | 785,732 | |
Financial Services (2.5%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 31,985 | | | 31,985 | | | Citigroup, Inc. | | | — | | | 1,552,232 | | | 1,552,232 | |
| | — | | | 15,975 | | | 15,975 | | | Freddie Mac | | | — | | | 1,043,966 | | | 1,043,966 | |
| | — | | | 7,800 | | | 7,800 | | | Goldman Sachs | | | — | | | 996,138 | | | 996,138 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 3,592,336 | | | 3,592,336 | |
General Merchandise Stores (1.0%) | | | | | | | | | | | | | | | | | | | | | |
| | 25,500 | | | — | | | 25,500 | | | Target Corporation | | | 1,401,735 | | | — | | | 1,401,735 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 1,401,735 | | | — | | | 1,401,735 | |
Health Care Equipment (5.8%) | | | | | | | | | | | | | | | | | | | | | |
| | 30,500 | | | — | | | 30,500 | | | Fisher Scientific International, Inc. | * | | 1,886,730 | | | — | | | 1,886,730 | |
| | 64,500 | | | — | | | 64,500 | | | Medtronic, Inc. | | | 3,713,265 | | | — | | | 3,713,265 | |
| | 42,900 | | | — | | | 42,900 | | | Zimmer Holdings, Inc. | * | | 2,893,176 | | | — | | | 2,893,176 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 8,493,171 | | | — | | | 8,493,171 | |
Health Care Services (1.9%) | | | | | | | | | | | | | | | | | | | | | |
| | 56,900 | | | — | | | 56,900 | | | Covance, Inc. | * | | 2,762,495 | | | — | | | 2,762,495 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 2,762,495 | | | — | | | 2,762,495 | |
Health Products & Services (5.0%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 29,125 | | | 29,125 | | | Quest Diagnostics | | | — | | | 1,499,355 | | | 1,499,355 | |
| | 36,200 | | | 21,165 | | | 57,365 | | | United Health Group | | | 2,249,468 | | | 1,315,193 | | | 3,564,661 | |
| | 28,100 | | | — | | | 28,100 | | | WellPoint, Inc. | * | | 2,242,099 | | | — | | | 2,242,099 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 4,491,567 | | | 2,814,548 | | | 7,306,115 | |
Home Improvement Retail (2.2%) | | | | | | | | | | | | | | | | | | | | | |
| | 79,500 | | | — | | | 79,500 | | | Home Depot, Inc. | | | 3,218,160 | | | — | | | 3,218,160 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 3,218,160 | | | — | | | 3,218,160 | |
Industrial (1.5%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 38,925 | | | 38,925 | | | Danaher Corp. | | | — | | | 2,171,236 | | | 2,171,236 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 2,171,236 | | | 2,171,236 | |
Industrial Gases (1.4%) | | | | | | | | | | | | | | | | | | | | | |
| | 39,200 | | | — | | | 39,200 | | | Praxair, Inc. | | | 2,076,032 | | | — | | | 2,076,032 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 2,076,032 | | | — | | | 2,076,032 | |
Insurance (2.1%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 8,025 | | | 8,025 | | | Progressive Corp. | | | — | | | 937,160 | | | 937,160 | |
| | — | | | 56,325 | | | 56,325 | | | Willis Group Holdings | | | — | | | 2,080,645 | | | 2,080,645 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 3,017,805 | | | 3,017,805 | |
IT Consulting & Other Services (1.2%) | | | | | | | | | | | | | | | | | | | | | |
| | 307,900 | | | — | | | 307,900 | | | Unisys Corporation | * | | 1,795,057 | | | — | | | 1,795,057 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 1,795,057 | | | — | | | 1,795,057 | |
Media (1.9%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 9,950 | | | 9,950 | | | E.W. Scripps | | | — | | | 477,799 | | | 477,799 | |
| | — | | | 62,055 | | | 62,055 | | | Discovery Holding | * | | — | | | 940,133 | | | 940,133 | |
| | — | | | 178,675 | | | 178,675 | | | Liberty Media | * | | — | | | 1,406,173 | | | 1,406,173 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 2,824,105 | | | 2,824,105 | |
Movies & Entertainment (4.0%) | | | | | | | | | | | | | | | | | | | | | |
| | 167,500 | | | — | | | 167,500 | | | Time Warner, Inc. | | | 2,921,200 | | | — | | | 2,921,200 | |
| | 88,700 | | | — | | | 88,700 | | | Viacom, Inc. (CI.B) | | | 2,891,620 | | | — | | | 2,891,620 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 5,812,820 | | | — | | | 5,812,820 | |
Multi-Line Insurance (3.2%) | | | | | | | | | | | | | | | | | | | | | |
| | 67,899 | | | — | | | 67,899 | | | American International Group, Inc. | | | 4,632,749 | | | — | | | 4,632,749 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 4,632,749 | | | — | | | 4,632,749 | |
Oil & Gas (1.4%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 14,825 | | | 14,825 | | | Cimarex Energy | * | | — | | | 637,623 | | | 637,623 | |
| | — | | | 26,780 | | | 26,780 | | | Newfield Exploration | * | | — | | | 1,340,875 | | | 1,340,875 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 1,978,498 | | | 1,978,498 | |
Oil & Gas Equipment & Services (1.2%) | | | | | | | | | | | | | | | | | | | | | |
| | 48,000 | | | — | | | 48,000 | | | BJ Services Company | | | 1,760,160 | | | — | | | 1,760,160 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 1,760,160 | | | — �� | | | 1,760,160 | |
Oil & Gas Storage & Transportation (0.9%) | | | | | | | | | | | | | | | | | | | | | |
| | 55,800 | | | — | | | 55,800 | | | Williams Companies, Inc. | | | 1,292,886 | | | — | | | 1,292,886 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 1,292,886 | | | — | | | 1,292,886 | |
Other Diversified Financial Services (2.6%) | | | | | | | | | | | | | | | | | | | | | |
| | 66,000 | | | — | | | 66,000 | | | First Marblehead Corporation | | | 2,168,760 | | | — | | | 2,168,760 | |
| | 40,000 | | | — | | | 40,000 | | | JP Morgan Chase & Company | | | 1,587,600 | | | — | | | 1,587,600 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 3,756,360 | | | — | | | 3,756,360 | |
Pharmaceutical (5.0%) | | | | | | | | | | | | | | | | | | | | | |
| | 43,364 | | | — | | | 43,364 | | | Johnson & Johnson | | | 2,606,176 | | | — | | | 2,606,176 | |
| | — | | | 14,400 | | | 14,400 | | | Millipore Corp. | * | | — | | | 950,976 | | | 950,976 | |
| | — | | | 31,375 | | | 31,375 | | | Novartis AG ADR | | | — | | | 1,646,560 | | | 1,646,560 | |
| | — | | | 35,675 | | | 35,675 | | | Novo Nordisk A/S Class B | | | — | | | 2,007,682 | | | 2,007,682 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 2,606,176 | | | 4,605,218 | | | 7,211,394 | |
Real Estate (0.5%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 15,000 | | | 15,000 | | | AMB Property | | | — | | | 737,550 | | | 737,550 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 737,550 | | | 737,550 | |
Soft Drinks (3.2%) | | | | | | | | | | | | | | | | | | | | | |
| | 56,050 | | | — | | | 56,050 | | | Coca-Cola Company | | | 2,259,375 | | | — | | | 2,259,375 | |
| | 41,000 | | | — | | | 41,000 | | | PepsiCo, Inc. | | | 2,422,280 | | | — | | | 2,422,280 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 4,681,655 | | | — | | | 4,681,655 | |
Systems Software (2.6%) | | | | | | | | | | | | | | | | | | | | | |
| | 144,600 | | | — | | | 144,600 | | | Microsoft Corporation | | | 3,781,290 | | | — | | | 3,781,290 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 3,781,290 | | | — | | | 3,781,290 | |
Technology (2.2%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 49,000 | | | 49,000 | | | Dell, Inc. | * | | — | | | 1,469,510 | | | 1,469,510 | |
| | — | | | 55,987 | | | 55,987 | | | National Instruments | | | — | | | 1,794,383 | | | 1,794,383 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 3,263,893 | | | 3,263,893 | |
Technology-Semiconductor (6.2%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 119,500 | | | 119,500 | | | Altera Corp. | * | | — | | | 2,214,335 | | | 2,214,335 | |
| | 48,900 | | | — | | | 48,900 | | | Analog Devices, Inc. | | | 1,754,043 | | | — | | | 1,754,043 | |
| | 115,400 | | | — | | | 115,400 | | | Intel Corporation | | | 2,880,384 | | | — | | | 2,880,384 | |
| | — | | | 67,575 | | | 67,575 | | | Texas Instruments | | | — | | | 2,167,130 | | | 2,167,130 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 4,634,427 | | | 4,381,465 | | | 9,015,892 | |
Technology-Semiconductor Capital Equipment (1.0%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 102,175 | | | 102,175 | | | Teradyne, Inc. | * | | — | | | 1,488,690 | | | 1,488,690 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 1,488,690 | | | 1,488,690 | |
Telecommunications (1.3%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 88,550 | | | 88,550 | | | Vodafone Group ADR | | | — | | | 1,901,168 | | | 1,901,168 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 1,901,168 | | | 1,901,168 | |
Trading Companies & Distributors (1.4%) | | | | | | | | | | | | | | | | | | | | | |
| | 28,000 | | | — | | | 28,000 | | | W.W. Grainger, Inc. | | | 1,990,800 | | | — | | | 1,990,800 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 1,990,800 | | | — | | | 1,990,800 | |
Transportation (1.2%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 21,587 | | | 21,587 | | | Canadian National Railway | | | — | | | 1,726,744 | | | 1,726,744 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 1,726,744 | | | 1,726,744 | |
Trucking (1.9%) | | | | | | | | | | | | | | | | | | | | | |
| | 122,000 | | | — | | | 122,000 | | | J.B. Hunt Transport Services, Inc. | | | 2,762,080 | | | — | | | 2,762,080 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 2,762,080 | | | — | | | 2,762,080 | |
Utilities (1.4%) | | | | | | | | | | | | | | | | | | | | | |
| | — | | | 23,009 | | | 23,009 | | | National Grid ADR | | | — | | | 1,120,308 | | | 1,120,308 | |
| | — | | | 94,400 | | | 94,400 | | | National Grid | | | — | | | 922,338 | | | 922,338 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | — | | | 2,042,646 | | | 2,042,646 | |
Wireless Telecommunication Service (1.3%) | | | | | | | | | | | | | | | | | | | | | |
| | 80,000 | | | — | | | 80,000 | | | Sprint Nextel Corporation | | | 1,868,800 | | | — | | | 1,868,800 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Total | | | | | | | | | | | | | | 1,868,800 | | | — | | | 1,868,800 | |
Total Common Stocks | | | | | | | | | | | | | | 94,077,469 | | | 47,957,480 | | | 142,034,949 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
Repurchase Agreements (2.1%) | | | | | | | | | | | | | | | | | | | | | |
Principal Amount | | | | | Principal Amount | | | | | | | | | | | | | | | | |
| $ | 462,000 | | | — | | | 462,000 | | | United Missouri Bank, Repurchase Agreement, 3.78, due 1/3/06 | | | 462,000 | | | — | | | 462,000 | |
| | — | | $ | 2,655,000 | | | 2,655,000 | | | State Street Bank & Trust Co., Repurchase Agreement, 3.20, due 1/3/06 | | | — | | | 2,655,000 | | | 2,655,000 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
| | | | | | | | | | | Total Repurchase Agreements | | | 462,000 | | | 2,655,000 | | | 3,117,000 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
| | | | | | | | | | | Total Investments (99.7%) (Identified Cost $136,930,873) | | | 94,539,469 | | | 50,612,480 | | | 145,151,949 | |
| | | | | | | | | | | | | | . | | | . | | | | |
| | | | | | | | | | | Cash and other assets, less liabilites (0.3%) | | | 572,872 | | | (136,683 | ) | | 436,189 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
| | | | | | | | | | | Total Net Assets | | $ | 95,112,341 | | $ | 50,475,797 | | $ | 145,588,138 | |
| | | | | | | | | | | | |
|
| |
|
| |
|
| |
|
* Non-income producing security |
** The cost for Federal income tax purposes is $137,067,926 |
As of December 31, 2005, all securities held by Series S would comply with the compliance guidelines and/or investment restrictions of Neuberger Berman Socially Responsive Portfolio. |
12
Neuberger Berman Advisers Management Trust Socially Responsive Portfolio
Pro forma Notes to Combining Financial Statements
December 31, 2005
(Unaudited)
1. Description of Fund
Neuberger Berman Advisers Management Trust Socially Responsive Portfolio (“the Fund”), a series of Neuberger Berman Advisers Management Trust, is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company of the series type.
2. Basis of Combination
The accompanying unaudited pro forma financial statements are presented to show the effect of the proposed acquisition of Series S (Social Awareness Series) (“Series S”), a series of SBL Fund, by the Fund as if such acquisition had taken place as of January 1, 2005.
Under the terms of the Plan of Reorganization, the combination of Series S with the Fund will be accounted for by the method of accounting for tax-free reorganizations of investment companies. The reorganization would be accomplished by a transfer of the net assets of Series S in exchange for shares of the Class S of the Fund at net asset value. The statement of assets and liabilities and the related statement of operations of Series S and the Fund have been combined as of and for the twelve months ended December 31, 2005. Following the reorganization, the Fund will be the surviving fund for accounting purposes. In accordance with U.S. generally accepted accounting principles, the historical cost of investment securities will be carried forward to the surviving fund and the results of operations for pre-combination periods of the surviving fund will not be restated.
The Pro Forma Financial Statements should be read in conjunction with the historical financial statements of both the Fund and Series S which have been incorporated by reference in the Statement of Additional Information. Both follow generally accepted accounting principles applicable to management investment companies which are disclosed in the historical financial statements of each fund.
The Pro Forma Financial Statements have been adjusted to reflect the anticipated advisory fee arrangement for the surviving fund. Certain other operating costs have also been adjusted to reflect anticipated expenses of the combined entity. Other costs which may change as a result of the reorganization are currently undeterminable.
For the year ended December 31, 2005, the Fund paid investment management fees computed at the annual rate of 0.55% of the first $250 million of the Fund’s average daily net assets, 0.525% of the next $250 million, 0.50% of the next $250 million, 0.475% of the next $250 million, 0.45% of the next $500 million, 0.425% of the next $2.5 billion, and 0.40% of average daily net assets in excess of $4 billion.
Series S paid investment advisory fees computed at the annual rate of 0.75% of average daily net assets.
13
The following notes refer to the accompanying pro forma financial statements as if the above-mentioned reorganization had taken place as of January 1, 2005.
3. Portfolio Valuation
Investments in equity securities by the Fund are valued at the latest sale price where that price is readily available; securities for which no sales were reported, unless otherwise noted, are valued at the mean between the closing bid and asking prices. Securities traded primarily on the NASDAQ Stock Market are normally valued by the Fund at the NASDAQ Official Closing Price (“NOCP”) provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., Eastern time, unless that price is outside the range of the “inside” bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked price, whichever is closer. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before the market closes. The Fund values all other securities, including securities for which the necessary last sale, asked and/or bid prices are not readily available, by methods the Board of Trustees of Neuberger Berman Advisers Management Trust (the “Board”) has approved on the belief that they reflect fair value. Numerous factors may be considered when determining the fair value of a security, including available analyst, media or other reports, trading in futures or ADRs and whether the issuer of the security being fair valued has other securities outstanding. Foreign security prices are furnished by independent quotation services expressed in local currency values. Foreign security prices are translated from the local currency into U.S. dollars using the exchange rate as of 12:00 noon, Eastern time. The Board has approved the use of FT Interactive Data Corporation (“FT Interactive”) to assist in determining the fair value of the Fund’s foreign equity securities when changes in the value of a certain index suggest that the closing prices on the foreign exchanges may no longer represent the amount that the Fund could expect to receive for those securities. In this event, FT Interactive will provide adjusted prices for certain foreign equity securities using a statistical analysis of historical correlations of multiple factors. In the absence of precise information about the market values of these foreign securities as of the close of the New York Stock Exchange, the Board has determined on the basis of available data that prices adjusted in this way are likely to be closer to the prices the Fund could realize on a current sale than are the prices of those securities established at the close of the foreign markets in which the securities primarily trade. However, fair value prices are necessarily estimates, and there is no assurance that such a price will be at or close to the price at which the security next trades. Short-term debt securities with less than 60 days until maturity may be valued at cost which, when combined with interest earned, approximates market value.
4. Capital Shares
The pro forma net asset value per share assumes the issuance of shares of the Class S of the Fund that would have been issued at December 31, 2005, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of shares of Series S as of December 31, 2005, divided by the net asset value per share of the shares of the Fund as of December 31, 2005. The pro forma number of shares outstanding for the combined fund consists of the following at December 31, 2005:
14
| | Shares of the Class
S of Neuberger
Berman Advisers
Management Trust
Socially Responsive
Portfolio
Pre-Combination | | Additional Shares
Assumed Issued In
Reorganization | | Total
Outstanding
Shares
Post-Combination | |
| |
| |
| |
| |
Class S | | | 0 | | | 6,379,097 | | | 6,379,097 | |
5. Federal Income Taxes
Each Fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the reorganization, the Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, federal income taxes.
15
PART C:
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
A Delaware statutory trust may provide in its governing instrument for indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article IX, Section 2 of the Trust Instrument provides that the Registrant shall indemnify any present or former trustee, officer, employee or agent of the Registrant (“Covered Person”) to the fullest extent permitted by law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding (“Action”) in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other body to be liable to the Registrant or its shareholders by reason of “willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office” (“Disabling Conduct”), or not to have acted in good faith in the reasonable belief that his action was in the best interest of the Registrant. In the event of a settlement, no indemnification may be provided unless there has been a determination that the officer or trustee did not engage in Disabling Conduct (i) by the court or other body approving the settlement; (ii) by at least a majority of those trustees who are neither interested persons, as that term is defined in the Investment Company Act of 1940, of the Registrant (“Independent Trustees”), nor are parties to the matter based upon a review of readily available facts; or (iii) by written opinion of independent legal counsel based upon a review of readily available facts.
Pursuant to Article IX, Section 3 of the Trust Instrument, if any present or former shareholder of any series (“Series”) of the Registrant shall be held personally liable solely by reason of his being or having been a shareholder and not because of his acts or omissions or for some other reason, the present or former shareholder (or his heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Registrant, on behalf of the affected Series, shall, upon request by such shareholder, assume the defense of any claim made against such shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.
Section 9 of the Management Agreement between Advisers Managers Trust and Neuberger Berman Management Incorporated (“NB Management”) provides that neither NB Management nor any director, officer or employee of NB Management performing services for any Series of Advisers Managers Trust (each a “Portfolio”) at the direction or request of NB Management in connection with NB Management’s discharge of its obligations under the Agreement shall be liable for any error of judgment or mistake of law or for any loss suffered by a Series in connection with any matter to which the Agreement relates; provided, that nothing in the Agreement shall be construed (i) to protect NB Management against any liability to Advisers Managers Trust or a Series of Advisers Managers Trust or its interest holders to which NB Management would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of NB Management’s duties, or by reason of NB Management’s reckless disregard of its obligations and duties under the Agreement, or (ii) to protect any director, officer or employee of NB Management who is or was a Trustee or officer of Advisers Managers Trust against any liability to Advisers Managers Trust or a Series or its interest holders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with Advisers Managers Trust.
Section 1 of the Sub-Advisory Agreement between Advisers Managers Trust and Neuberger Berman, LLC (“Sub-Adviser”) provides that in the absence of willful misfeasance, bad faith or gross negligence in the performance of its duties, or of reckless disregard of its duties and obligations under the Agreement, the Sub-Adviser will not be subject to liability for any act or omission or any loss suffered by any Series of Advisers Managers Trust or its interest holders in connection with the matters to which the Agreement relates.
Section 9.1 of the Administration Agreement between the Registrant and NB Management provides that NB Management will not be liable to the Registrant for any action taken or omitted to be taken by NB Management in good faith and with due care in accordance with such instructions, or with the advice or opinion, of legal counsel for a Portfolio of the Trust or for the Administrator in respect of any matter arising in connection with the Administration Agreement. NB Management shall be protected in acting upon any such instructions, advice or opinion and upon any other paper or document delivered by a Portfolio or such legal counsel which NB Management believes to be genuine and to have been signed by the proper person or persons, and NB Management shall not be held to have notice of any change of status or authority of any officer or representative of the Trust, until receipt of written notice thereof from the Portfolio. Section 12 of the Administration Agreement provides that each Portfolio of the Registrant shall indemnify NB Management and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by NB Management that result from: (i) any claim, action, suit or proceeding in connection with NB Management’s entry into or performance of the Agreement with respect to such Portfolio; or (ii) any action taken or omission to act committed by NB Management in the performance of its obligations under the Agreement with respect to such Portfolio; or (iii) any action of NB Management upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Portfolio; provided, that NB Management will not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of NB Management, or its employees, agents or contractors. Amounts payable by the Registrant under this provision shall be payable solely out of assets belonging to that Portfolio, and not from assets belonging to any other Portfolio of the Registrant. Section 13 of the Administration Agreement provides that NB Management will indemnify each Portfolio of the Registrant and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by such Portfolio of the Registrant that result from: (i) NB Management’s failure to comply with the terms of the Agreement; or (ii) NB Management’s lack of good faith in performing its obligations under the Agreement; or (iii) the negligence or misconduct of NB Management, or its employees, agents or contractors in connection with the Agreement. A Portfolio of the Registrant shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of that Portfolio or its employees, agents or contractors other than NB Management, unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of NB Management, any affiliated person of NB Management, or any affiliated person of an affiliated person of NB Management.
Section 10(f) of the Distribution Agreement between the Registrant and NB Management provides that NB Management shall look only to the assets of a Portfolio for the Registrant’s performance of the Agreement by the Registrant on behalf of such Portfolio, and neither the Trustees nor any of the Registrant’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“1933 Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
(1) | (a) | Trust Instrument of Registrant.(1) |
| | |
| (b) | Amended and Restated Certificate of Trust of the Registrant.(8) |
| | |
| (c) | Amendment to Trust Instrument dated November 9, 1998.(8) |
| | |
| (d) | Schedule A to Trust Instrument of Registrant designating Series of Registrant.(15) |
| | |
| (e) | Schedule A to Trust Instrument of Registrant designating Series of Registrant.(18) |
| | |
(2) | By-laws of Registrant.(1) |
| | |
| (a) | Amendment to By-laws dated November 11, 1997.(5) |
| | |
| (b) | Amendment to By-laws dated November 9, 1998.(8) |
| | |
(3) | Not Applicable. |
| | |
(4) | Form of Agreement and Plan of Reorganization between Neuberger Berman Advisers Management Trust, on behalf of its Socially Responsive Portfolio series and SBL Fund, on behalf of its Series S (Social Awareness Series). (20) |
| | |
(5) | (a) | Trust Instrument of Registrant, Articles IV, V and VL.(1) |
| | |
| (b) | By-laws of Registrant, Articles V, VI and VIII.(1) |
| | |
(6) | (a) | Form of Management Agreement Between Registrant and Neuberger Berman Management Inc.(17) |
| | |
| (b) | Form of Sub-Advisory Agreement Between Neuberger Berman Management Inc. and Neuberger Berman, LLC with Respect to Registrant. (17) |
| | |
| (c) | Amended Schedules to Management Agreement Between Registrant and Neuberger Berman Management Inc. (18) |
| | |
| (d) | Amended Schedule A to Sub-Advisory Agreement Between Neuberger Berman Management Inc. and Neuberger Berman, LLC with Respect to Registrant.(18) |
(7) | (a) | Form of Distribution Agreement Between Registrant and Neuberger Berman Management Inc. for Class I Shares.(17) |
| | |
| (b) | Form of Distribution and Services Agreement Between Registrant and Neuberger Berman Management Inc. for Class S Shares.(17) |
| | |
| (c) | Amended Schedule A to Distribution and Services Agreement Between Registrant and Neuberger Berman Management Inc. for Class S Shares.(19) |
| | |
(8) | Bonus or Profit Sharing Contracts. None. |
| | |
(9) | (a) | Custodian Contract Between Registrant and State Street Bank and Trust Company. (2) |
| | |
| (b) | Letter Agreement adding the International Portfolio of Registrant to the Custodian Contract.(1) |
| | |
| (c) | Schedule A to the Custodian Contract designating approved foreign banking institutions and securities depositories.(11) |
| | |
| (d) | Custodian Fee Schedule.(3) |
| | |
| (e) | Letter Agreement adding the Mid-Cap Growth and Guardian Portfolios of Registrant to the Custodian Contract and Transfer Agency Agreement.(4) |
| | |
| (f) | Schedule designating Series of Registrant subject to Custodian Contract.(7) |
| | |
| (g) | Letter Agreement adding the Socially Responsive Portfolio of Registrant to the Custodian Contract and Transfer Agency Agreement.(7) |
| | |
| (h) | Letter Agreement adding the Regency Portfolio of Registrant to the Custodian Contract and Transfer Agency Agreement. (13) |
| | |
| (i) | Letter Agreement adding the Fasciano and Focus Portfolios of Registrant to the Custodian Contract and Transfer Agency Agreement.(14) |
| | |
| (j) | Letter Agreement adding the Real Estate Portfolio of Registrant to the Custodian Contract and Transfer Agency Agreement.(15) |
| | |
| (k) | Letter Agreement adding the High Income Bond Portfolio of Registrant to the Custodian Contract and Transfer Agency Agreement.(18) |
| | |
(10) | (a) | Plan Pursuant to Rule 12b-1 (non-fee).(14) |
| | |
| (b) | Plan Pursuant to Rule 12b-1 (Class S).(16) |
| | |
| (c) | Amended Schedules to Plan Pursuant to Rule 12b-1 (Class S).(19) |
| | |
| (d) | Rule 18f-3 Plan.(16) |
| | |
(11) | Form of Opinion and Consent of Counsel. (20) |
(12) | Form of Opinion and Consent of Counsel Supporting Tax Matters and Consequences. (20) |
| |
(13) | (a) | Transfer Agency Agreement Between Registrant and State Street Bank and Trust Company.(2) |
| | |
| (b) | Administration Agreement for I Class Shares Between Registrant and Neuberger Berman Management Inc.(14) |
| | |
| (c) | Administration Agreement for S Class Shares Between Registrant and Neuberger Berman Management Inc.(16) |
| | |
| (d) | Form of Fund Participation Agreement.(11) |
| | |
| (e) | Letter Agreement adding the International Portfolio of Registrant to the Transfer Agency Agreement.(1) |
| | |
| (f) | Letter Agreement adding the Mid-Cap Growth and Guardian Portfolios of Registrant to the Transfer Agency Agreement.(4) |
| | |
| (g) | Expense Limitation Agreement between Registrant, on behalf of the Mid-Cap Growth and Guardian Portfolios, and Neuberger Berman Management Inc.(11) |
| | |
| (h) | Schedule designating series of Registrant subject to the Transfer Agency Agreement.(7) |
| | |
| (i) | Expense Limitation Agreement between Registrant, on behalf of the Socially Responsive Portfolio, and Neuberger Berman Management, Inc.(11) |
| | |
| (j) | Letter Agreement adding the Socially Responsive Portfolio of Registrant to the Transfer Agency Agreement.(7) |
| | |
| (k) | Expense Limitation Agreement between Registrant, on behalf of the Balanced, Growth, Limited Maturity Bond and Partners Portfolios, and Neuberger Berman Management Inc. (14) |
| | |
| (l) | Expense Limitation Agreement between Registrant, on behalf of the Fasciano, Focus, Guardian, International, Regency, Liquid Asset, MidCap Growth, Socially Responsive and REIT Portfolios, and Neuberger Berman Management Inc.(16) |
| | |
| (m) | Form of Distribution and Administrative Services Agreement on behalf of Registrant. (17) |
| | |
| (n) | Form of Services Agreement on behalf of Registrant.(17) |
| | |
| (o) | Amended Schedules of Administration Agreement for S Class Shares between Registrant and Neuberger Berman Management Inc. (19) |
| | |
| (p) | Expense Limitation Agreement between Registrant, on behalf of the High Income Bond Portfolio and Neuberger Berman Management Inc. (8) |
| | |
(14) | Consent of independent auditors. (20) |
(15) | Not applicable. |
| |
(16) | Powers of attorney. (20) |
| |
| (1) Incorporated by reference to Post-Effective Amendment No. 22 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-97-000091. |
| |
| (2) Incorporated by reference to Post-Effective Amendment No. 20 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-96-000107. |
| |
| (3) Incorporated by reference to Post-Effective Amendment No. 23 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-97-000094. |
| |
| (4) Incorporated by reference to Post-Effective Amendment No. 25 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-97-000256. |
| |
| (5) Incorporated by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-98-000094. |
| |
| (6) Incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-98-000180. |
| |
| (7)Incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-98-000266. |
| |
| (8) Incorporated by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-99-000074. |
| |
| (9) Incorporated by reference to Post-Effective Amendment No. 30 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000891554-99-000822. |
| |
| (10) Incorporated by reference to Post-Effective Amendment No. 31 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0001005477-00-001512. |
| |
| (11) Incorporated by reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0001005477-00-003567. |
| |
| (12) Incorporated by reference to Post-Effective Amendment No. 33 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0001053949-00-000027. |
| (13) Incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0001053949-01-500090. |
| |
| (14) Incorporated by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000950136-02-001220. |
| |
| (15) Incorporated by reference to Post-Effective Amendment No. 40 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0001145236-02-000157. |
| |
| (16) Incorporated by reference to Post-Effective Amendment No. 41 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0001206774-02-000046. |
| |
| (17) Incorporated by reference to Post-Effective Amendment No. 44 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0001206774-02-000046. |
| |
| (18) Incorporated by reference to Post-Effective Amendment No. 47 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000894579-04-000109. |
| |
| (19) Incorporated by reference to Post-Effective Amendment No. 49 to Registrant’s Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-05-000266. |
| |
| (20) Incorporated by reference to Registrant’s Registration Statement on Form N-14, File Nos. 2-88566 and 811-4255, EDGAR Accession No. 0000943663-06-000156. |
ITEM 17. UNDERTAKINGS
(1) | The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act (17 CFR 230.145(c)), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
| |
(2) | The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
| |
(3) | The undersigned registrant undertakes to file a post-effective amendment to this registration statement upon the closing of the Reorganization described in this Registration Statement that contains an opinion of counsel supporting the tax matters discussed in this Registration Statement. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York and the State of New York on the 26th day of April, 2006.
| NEUBERGER BERMAN |
| ADVISERS MANAGEMENT TRUST |
| | |
| By: | |
| |
|
| | Peter Sundman* |
| | Chairman, Principal Executive Officer and Trustee |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE | | TITLE | | DATE |
| |
| |
|
| | Chairman and Trustee | | April 26, 2006 |
| | (Chief Executive Officer) | | |
Peter Sundman* | | | | |
| | | | |
| | Treasurer (Principal Financial and Accounting Officer) | | April 26, 2006 |
| | | |
Barbara Muinos* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
John Cannon* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
Faith Colish* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
C. Anne Harvey* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
Barry Hirsch* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
Robert A. Kavesh* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
Howard A. Mileaf* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
Edward I. O’Brien* | | | | |
| | Trustee (President) | | April 26, 2006 |
| | | | |
Jack L. Rivkin* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
William E. Rulon* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
Cornelius T. Ryan* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
Tom Decker Seip* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
Candace L. Straight* | | | | |
| | Trustee | | April 26, 2006 |
| | | | |
Peter P. Trapp* | | | | |
*By: | | |
| /s/ Andrew B. Allard | |
|
| |
| Andrew B. Allard | |
| Attorney-in-Fact** | |
|
** Executed pursuant to powers of attorney filed as an exhibit to the Registrant’s N-14 Registration Statement on March 21, 2006. |
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006
Phone: (202) 261-3300
Fax: (202) 261-3333
April 26, 2006
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re: | Neuberger Berman Advisers Management Trust (on behalf of its Socially Responsive Portfolio) |
| File Nos. 333-132610; 811-04255 |
Ladies and Gentlemen:
Attached for filing via the EDGAR system is an amended registration statement on Form N-14 under the Securities Act of 1933, as amended, for Neuberger Berman Advisers Management Trust (“Registrant”). This Form N-14 is being filed in connection with a reorganization in which Class the Socially Responsive Portfolio (“Neuberger SR Portfolio”), a series of Registrant, will acquire all of the assets of Series S (Social Awareness Series) of SBL Fund (“Series S”), in exchange for shares of Neuberger SR Portfolio and the assumption by Neuberger SR Portfolio of the liabilities of Series S.
No fees are required in connection with this filing. Should you have any questions, please feel free to contact Jeffrey S. Puretz at (202) 261-3358.
| | | Sincerely, |
| | | |
| | | /s/ Jeffrey S. Puretz |
| | | |
| | | |
cc: | Tony Burak | | |
| Rebecca Marquigny | | |
Attachments
