SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NEUBERGER BERMAN EQUITY FUNDS
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[NEUBERGER BERMAN LOGO]
NEUBERGER BERMAN EQUITY FUNDS
NEUBERGER BERMAN CENTURY FUND
[October 15], 2007
Dear Shareholder:
The attached Proxy Statement discusses a Proposal to be voted upon by the
holders of Neuberger Berman Century Fund (the "Fund"). As a shareholder of the
Fund, you are asked to review the Proxy Statement and to cast your vote on the
Proposal. THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR
THE PROPOSAL.
The Proposal seeks to change the classification of the Fund from a "diversified"
mutual fund to a "non-diversified" mutual fund under the Investment Company Act
of 1940. The purpose is to provide the Fund with greater flexibility in
portfolio management and permit the Fund to take full advantage of the portfolio
management and research resources that are used in implementing the Fund's
investment strategy.
YOUR VOTE IS IMPORTANT TO US. VOTING YOUR SHARES EARLY WILL PERMIT THE FUND TO
AVOID COSTLY FOLLOW-UP MAIL AND TELEPHONE SOLICITATION. After reviewing the
attached materials, please complete, sign and date your proxy card and mail it
promptly in the enclosed postage paid envelope, or help us save time and postage
costs by voting on the Internet or by telephone -- instructions can be found on
your proxy card. If we do not hear from you by [November 21], 2007, our proxy
solicitors may contact you.
If you have any questions, please call 1-800-877-9700. Our representatives
will be glad to assist you. Thank you for your response and your continued
support of the Neuberger Berman Funds.
Very truly yours,
Peter Sundman
Chairman of the Board
Neuberger Berman Equity Funds
NEUBERGER BERMAN EQUITY FUNDS
NEUBERGER BERMAN CENTURY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [NOVEMBER 27], 2007
WHO IS ASKING FOR YOUR VOTE?
The Board of Trustees of Neuberger Berman Century Fund (the "Fund").
WHERE WILL THE MEETING BE HELD?
The meeting will be held at the offices of [Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York], on [November 27], 2007 at [11:00]
[a.m.] Eastern Time.
WHAT IS THE PROPOSAL THAT YOU ARE BEING ASKED TO VOTE ON?
The Board of Trustees is proposing that the shareholders of the Fund approve a
change in the classification of the Fund from a "diversified" mutual fund to a
"non-diversified" mutual fund under the Investment Company Act of 1940 and make
a corresponding change in the Fund's investment limitations.
WHO IS ELIGIBLE TO VOTE?
You are entitled to vote at the meeting and any adjournment if you owned shares
of the Fund at the close of business on [October 8], 2007.
WHAT ARE THE DIFFERENT WAYS TO VOTE THIS PROXY?
There are a number of ways to vote your shares:
o BY MAIL: You may vote by completing the enclosed proxy card by dating,
signing and returning it in the postage paid envelope. Please note that if
you sign and date the proxy card but give no voting instructions, your
shares will be voted "for" the proposal described above.
o BY PHONE: You may vote by telephone by calling the number on your proxy
card.
o VIA THE INTERNET: You may vote through the Internet by visiting the
website listed on your proxy card.
o IN PERSON: If you plan to attend the meeting, you may vote in person.
PLEASE NOTE THAT IF YOU VOTE A PROXY AND THEN VOTE IN PERSON AT THE MEETING,
YOUR PROXY IS AUTOMATICALLY REVOKED. IF YOU PLAN TO ATTEND THE MEETING, PLEASE
CALL THE FUND AT [1-800-877-9700], PRIOR TO [NOVEMBER 21], 2007.
Unless proxy cards submitted by corporations and partnerships are signed by the
appropriate persons as indicated in the voting instructions on the proxy cards,
they will not be voted.
Any additional proposals submitted to a vote at the meeting by anyone other than
the officers or Trustees of the Fund may be voted only in person or by written
proxy.
By order of the Board of Trustees,
Claudia A. Brandon
Secretary
Neuberger Berman Equity Funds
[October 15], 2007
New York, New York
NEUBERGER BERMAN EQUITY FUNDS
NEUBERGER BERMAN CENTURY FUND
605 THIRD AVENUE, 2ND FLOOR
NEW YORK, NEW YORK 10158-0180
1-800-877-9700
PROXY STATEMENT
This Proxy Statement, which includes a Notice of Special Meeting of Shareholders
and a Proxy Card, is for the special meeting of shareholders of Neuberger Berman
Century Fund (the "Fund"), to be held on [November 27], 2007, and any
adjournment thereof ("Meeting").
PROPOSAL: To approve a change in the Fund's classification under the Investment
Company Act of 1940 ("1940 Act") from "diversified" to "non-diversified" and to
make a corresponding change in the Fund's investment limitations.
This Proxy Statement, which is first being mailed to shareholders on or about
[October 15], 2007, sets forth concisely the information that a shareholder of
the Fund should know before voting on the Proposal. It should be read and
retained for future reference.
VOTING INFORMATION
The Board of Trustees (the "Board") of Neuberger Berman Equity Funds (the
"Trust") is asking you to sign the enclosed proxy card for use at a Special
Meeting of Shareholders of Neuberger Berman Century Fund, to be held on
[November 27], 2007 at [11:00] [a.m.] Eastern time, at the offices of [Neuberger
Berman, LLC, 605 Third Avenue, 41st Floor, New York, New York], and at any
adjournments thereof (the "Meeting").
One-third of the Fund's shares outstanding and entitled to vote on [October 8],
2007 ("Record Date"), represented in person or by proxy, makes up a quorum and
must be present for the transaction of business at the Meeting.
If a quorum is not present at the Meeting or a quorum is present but sufficient
votes to approve the Proposal are not received, or for any other reason, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares voted in person or by proxy on
the question of adjournment. The persons named as proxies will vote those
proxies that they are entitled to vote "FOR" the Proposal in favor of such an
adjournment and will vote those proxies required to be voted "AGAINST" the
Proposal against such adjournment.
If the enclosed proxy is properly executed and returned in time to be voted at
the Meeting, the shares represented by the proxy will be voted in accordance
with the instructions marked on the proxy card. If no instructions are marked on
the proxy card, the proxy will be voted "FOR" the Proposal described in the
accompanying Notice of Special Meeting of Shareholders. Proxies that reflect
"broker non-votes" (i.e., shares held by brokers or nominees as to which: (i)
instructions have not been received from the beneficial owners or the persons
entitled to vote; and (ii) the broker or nominee does not have discretionary
voting power) will not be counted for purposes of determining a quorum and will
have no effect on the outcome of the Proposal. Abstentions will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum and will have a negative effect on the Proposal. For shares
held in individual retirement accounts (IRA, Roth IRA or SIMPLE Retirement
plans), the IRA Custodian will vote the shares in the account in accordance with
instructions given by the Depositor. However, if a Depositor fails to provide
instructions on how to vote the shares, the Custodian will vote the undirected
shares in the same proportions as shares voted in the other individual
retirement accounts.
Any shareholder who has given a proxy has the right to revoke it any time prior
to its exercise by attending the Meeting and voting his or her shares in person,
or by submitting a letter of revocation or a later-dated proxy to the Trust at
the address indicated on the envelope enclosed with this Proxy Statement. Any
letter of revocation or later-dated proxy must be received by the Trust prior to
the Meeting and must indicate your name and account number to be effective.
Proxies voted by telephone or Internet may be revoked at any time before they
are voted at the Meeting in the same manner that proxies voted by mail may be
revoked.
Proxy solicitations will be made primarily by mail, but may also be made by
telephone, electronic transmission or personal meetings with officers and
employees of Neuberger Berman Management Inc., ("NBMI"), affiliates of NBMI or
other representatives of the Fund. NBMI serves as principal underwriter and
administrator of the Fund. Proxy solicitations may also be made by [Broadridge
and Computershare], the proxy solicitors. If votes are recorded by telephone,
the proxy solicitors will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their shares in
accordance with their instructions, and to confirm that a shareholder's
instructions have been properly recorded. You may also vote by mail or through a
secure Internet site. PLEASE NOTE THAT WHILE PROXIES MAY BE VOTED BY TELEPHONE
OR THROUGH THE INTERNET WITH RESPECT TO THE PROPOSAL, A VOTE ON A PROPOSAL PUT
FORWARD AT THE MEETING BY ANYONE OTHER THAN THE OFFICERS OR TRUSTEES OF THE
TRUST MAY BE CAST ONLY IN PERSON OR BY A PAPER PROXY.
NBMI and its affiliates will not receive any compensation from the Fund for
proxy solicitation activities. For soliciting services, the proxy solicitors
will be paid fees and expenses of up to approximately $[ ]. The cost of
solicitation and the expenses incurred in connection with preparing this Proxy
Statement and its enclosures will be paid by NBMI.
As of September 24, 2007, the Fund had 1,341,677.836 Investor Class shares
outstanding. To the Trust's knowledge, as of [September 24], 2007, [there were
no beneficial and record owners who held more than five percent of the Investor
Class of the Fund.]
At [September 24], 2007, the Trustees and officers of the Trust as a group
beneficially owned [less than 1%] of the shares of Investor Class of the Fund.
COPIES OF THE FUND'S MOST RECENT SEMI-ANNUAL AND ANNUAL REPORT, INCLUDING
FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS MAY REQUEST COPIES OF THE FUND'S SEMI-ANNUAL REPORT FOR THE PERIOD
ENDED FEBRUARY 28, 2007 AND THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
AUGUST 31, 2006 INCLUDING AUDITED FINANCIAL STATEMENTS, AT NO CHARGE BY WRITING
NBMI AT 605 THIRD AVENUE, 2ND FLOOR, NEW YORK, NEW YORK 10158-0180, OR BY
CALLING TOLL FREE 1-800-877-9700.
PROPOSAL
TO CHANGE THE FUND'S CLASSIFICATION FROM "DIVERSIFIED" TO "NON-DIVERSIFIED" AND
TO MAKE A CORRESPONDING CHANGE IN THE FUND'S INVESTMENT LIMITATIONS.
The Board has approved a change to the Fund's policies regarding
diversification. The Board and NBMI believe that the proposed change will
provide the Fund with greater flexibility to respond to future investment
opportunities. As discussed below, the portfolio managers find themselves
constrained by the Fund's current diversification policy. Because the policy in
question is fundamental, the change requires shareholder approval before it can
be implemented.
The Fund is currently classified as a diversified mutual fund under section
5(b)(1) of the 1940 Act. Therefore, the Fund has a fundamental policy that it
may not purchase securities of an issuer if, with respect to 75% of its total
assets, (i) more than 5% of the Fund's total assets would be invested in
securities of that issuer, or (ii) the Fund would hold more than 10% of the
outstanding voting securities of that issuer. With respect to the remaining 25%
of its total assets, the Fund can invest more than 5% of its assets in one
issuer. These limitations do not apply to securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, or to securities issued by
other investment companies. These limits apply as of the time the Fund purchases
a security. The Fund may exceed these limits if positions it already owns gain
in value relative to the rest of the Fund's holdings.
The Board, including those Trustees who are not "interested persons" of the Fund
(as defined in the 1940 Act) (the "Independent Trustees"), recommends making the
Fund "non-diversified" under the 1940 Act and, correspondingly, eliminating this
fundamental investment limitation. A non-diversified fund can invest a greater
portion of its assets in a single issuer than a diversified fund. Investing a
higher percentage of its assets in any one issuer would increase the Fund's risk
of loss, because the value of its shares would be more susceptible to adverse
events affecting that issuer and the impact on the Fund's net asset value would
be greater than it would be in a diversified fund.
The Board and NBMI believe that the proposed change will facilitate the Fund's
pursuit of its current investment objective and overall strategy. [The
portfolio managers find themselves constrained by the Fund's current
diversification policy. Although the Fund's current prospectus explains that
the Fund "seeks to reduce risk by diversifying among many companies, sectors and
industries," the portfolio managers believe that changing the Fund to a non-
diversified fund will allow them to pursue investment opportunities with a fewer
number of issuers that they believe are the most promising. In particular, the
portfolio managers believe that the change will allow them to take more
meaningful positions in securities that are their top investment choices. The
top investment choices of the portfolio managers represent their subjective
determination and may not accurately assess the investment prospects of a
particular stock.]
If the proposal is approved, the Fund's fundamental investment limitation
regarding diversification will provide that the Fund is non-diversified,
however, the Fund will still be subject to the diversification rules of the
Internal Revenue Code. These rules provide that, to maintain favorable tax
treatment, the Fund may not purchase a security if, as a result, with respect to
50% (instead of 75%) of its total assets, more than 5% of the Fund's total
assets would be invested in securities of a single issuer or more than 10% of
the outstanding voting securities of the issuer would be held by the Fund. With
respect to the remaining 50% of its total assets, the Fund would be limited to
25% in any one issuer. These limits apply only as of the end of each quarter of
the Fund's fiscal year, so the Fund may actually have a higher concentration in
an issuer during periods between the ends of its fiscal quarters. However, the
portfolio managers have no current intention to invest in single issuers beyond
the limitations described. (By contrast, the Fund's current diversification
limit applies at all times.) Like the Fund's present policy, the Internal
Revenue Code limitations do not apply to securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, or to securities issued by
other investment companies.
EXAMPLE: The following is an example of a situation where the new policy could
give the Fund's portfolio managers added flexibility. This example does not
reflect any actual security, nor is it the only possible strategy, and is used
for illustration purposes only.
As described above, with respect to 25% of the portfolio (which we'll call the
"25% basket"), the Fund currently may invest more than 5% of its total assets in
one or more issuers. Take a hypothetical portfolio, which includes among many
securities, shares of three fictional companies: XYZ Corp., ABC Corp. and LMN
Corp. At the time the Fund purchased these securities, these three companies
made up the "25% basket" under the current investment policy.
Let's say the Fund made several purchases of XYZ Corp. at between $1 and $5 per
share. Later, XYZ grows to $20 per share, and combined with ABC, and LMN, now
exceed 25% of the Fund's total assets. As described above, this percentage is
okay under the present policy, because when they were bought, these issuers made
up less than 25% of the Fund. The Fund, however, cannot purchase more XYZ Corp.,
even if the portfolio managers still see a good opportunity at a lower price,
because the Fund currently cannot add any more to the 25% basket. The proposal,
if approved by shareholders, would give the Fund two 25% baskets, thus
permitting the Fund to purchase more XYZ Corp. in this situation.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT YOU APPROVE THE CHANGE IN THE FUND'S CLASSIFICATION TO NON-
DIVERSIFIED, AND THE CORRESPONDING CHANGE IN THE FUND'S INVESTMENT LIMITATIONS.
REQUIRED VOTE
Approval of the proposal requires the affirmative vote of the lesser of (1) 67%
or more of the shares of the Fund present at the Meeting, if more than 50% of
the outstanding shares are represented at the Meeting in person or by proxy, or
(2) more than 50% of the outstanding shares entitled to vote at the Meeting.
If the Fund's shareholders do not approve the proposed change to the Fund's
classification and investment limitations, the Fund will continue to operate as
a diversified fund.
OTHER INFORMATION
INFORMATION ABOUT NBMI. NBMI, located at 605 Third Avenue, New York, New York
10158, serves as the Fund's investment manager, principal underwriter and
administrator. NBMI manages the Fund in conjunction with Neuberger Berman, LLC
as subadviser. Together the firms manage approximately $[ ] billion in assets
(as of [ ], 2007) and continue an asset management history that
began in 1939.
OTHER MATTERS TO COME BEFORE THE MEETING. The Board does not intend to present
any other business at the Meeting, nor is it aware that any shareholder intends
to do so. If, however, any other matters are properly brought before the
Meeting, the persons named in the accompanying proxy card will vote on those
matters in accordance with their judgment.
SHAREHOLDER PROPOSALS. The Trust does not hold annual shareholder meetings.
Shareholders wishing to submit proposals for consideration for inclusion in a
proxy statement for a subsequent shareholder meeting should send their written
proposals to Neuberger Berman Equity Funds, 605 Third Avenue, New York, New York
10158, so that they will be received at a reasonable time prior to any such
meeting.
NOTICE TO BANKS, BROKER DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES. Please
advise the Trust at 605 Third Avenue, New York, New York 10158, whether other
persons are beneficial owners of Fund shares for which proxies are being
solicited and, if so, the number of copies of the Proxy Statement needed to
supply copies to the beneficial owners of the shares.
BY ORDER OF THE BOARD OF TRUSTEES
Claudia A. Brandon
Secretary
[October 15], 2007
PRELIMINARY COPIES
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE [ ]
OR LOG ON TO [ ]
*** CONTROL NUMBER: 999 999 999 999 99 ***
Please fold and detach card at perforation before mailing
NEUBERGER BERMAN EQUITY FUNDS:
NEUBERGER BERMAN CENTURY FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
[NOVEMBER 27, 2007]
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
NEUBERGER BERMAN EQUITY FUNDS. The undersigned hereby appoints as proxies
_______________ and _________________________, and each of them (with Power of
Substitution), to vote all shares of beneficial interest of the undersigned in
Neuberger Berman Century Fund ("Fund") at the Special Meeting of Shareholders to
be held at [605 Third Avenue, 41st Floor, New York, NY 10158-3698] on [November
27, 2007] at [11:00 a.m.] Eastern Time and any adjournment thereof (the
"Meeting") at which shareholders will be asked to consider and act upon the
proposal described in the Proxy Statement dated [October 15], 2007.
The shares represented by this proxy will be voted as instructed. UNLESS
INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE
"FOR" THE PROPOSAL SET FORTH BELOW AND DISCRETIONARY POWER TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Please sign exactly as your name appears hereon. If shares are held in the name
of joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
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Signature (owner, joint owners, trustee, custodian, etc.)
Date , 2007
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TO MARK YOUR VOTE, PLEASE TURN THE CARD OVER.
PRELIMINARY COPIES
Please fold and detach card at perforation before mailing
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
VOTE ON PROPOSAL
PLEASE VOTE BY CHECKING THE APPROPRIATE BOX BELOW.
FOR AGAINST ABSTAIN
ITEM 1. To approve a change in
Neuberger Berman Century Fund's
classification under the Investment
Company Act of 1940 from "diversified"
to "non-diversified" and to make a
corresponding change in the Fund's
investment limitations.
The proposed transaction and related matters are described in the attached Proxy
Statement.
Only shareholders of record on [October 8], 2007 of the Fund are entitled to
notice of the Special Meeting and to vote.
PLEASE SIGN AND DATE THIS CARD IN THE SPACE PROVIDED ON THE OTHER SIDE.