FASCIANO FUND, INC.

                PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
                              ______________, 2001

      This proxy is being  solicited  on behalf of the Board of Directors of the
Fasciano Fund,  Inc.  ("Fasciano  Fund").  The  undersigned  appoints as proxies
[insert names],  and each of them (with power of substitution),  to vote all the
undersigned's shares in the Fasciano Fund at the Special Meeting of Shareholders
to be held on [_____],  2001, at [__] Eastern Time at ________________,  and any
adjournment thereof  ("Meeting"),  with all the power the undersigned would have
if personally present.

      The shares  represented by this proxy will be voted as instructed.  Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" the proposal specified below. This proxy also grants  discretionary  power
to vote upon such other business as may properly come before the Meeting.

YOUR VOTE IS  IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING
BY PHONE OR  INTERNET,  PLEASE  SIGN AND DATE THIS  PROXY  BELOW  AND  RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.

TO VOTE BY TOUCH-TONE  PHONE,  PLEASE CALL 1-800-[PHONE #] TOLL FREE. TO VOTE BY
INTERNET, VISIT OUR WEBSITE AT WWW.PROXYVOTE.COM.

      TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

                     [X] KEEP THIS PORTION FOR YOUR RECORDS





                       DETACH AND RETURN THIS PORTION ONLY
              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

                               FASCIANO FUND, INC.

VOTE ON PROPOSAL                                       FOR     AGAINST  ABSTAIN


1. To consider and act upon a proposal to approve      [ ]       [ ]      [ ]
an Agreement and Plan of Reorganization, between
the Fasciano Fund and Neuberger Berman Equity
Funds, and the transactions contemplated thereby,
including: (a) the transfer of all the assets of
the Fasciano Fund to, and the assumption of all the
liabilities of the Fasciano Fund by, the Neuberger
Berman Fasciano Fund (the "Neuberger Berman Fund"),
in exchange for shares of the Neuberger Berman
Fund; (b) the distribution of the Neuberger Berman
Fund shares so received by the Fasciano Fund PRO
RATA to shareholders of the Fasciano Fund; and (c)
the dissolution of the Fasciano Fund

YOUR VOTE IS  IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING
BY PHONE OR  INTERNET,  PLEASE  SIGN AND DATE THIS  PROXY  BELOW  AND  RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.

TO VOTE BY TOUCH-TONE  PHONE,  PLEASE CALL  1-800-[PHONE #] TOLL FREE. TO VOTE
BY INTERNET, VISIT OUR WEBSITE AT WWW.PROXYVOTE.COM.

Please sign  exactly as name appears  hereon.  If shares are held in the name of
joint owners, each should sign.  Attorneys-in-fact,  executors,  administrators,
etc. should so indicate. If shareholder is a corporation or partnership,  please
sign in full corporate or partnership name by authorized person.



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Signature (owner, trustee, custodian, etc.)          Date