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))
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[ ] 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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____________________
| | |
| NEUBERGER | BERMAN |
|___________|________|
A LEHMAN BROTHERS COMPANY
NEUBERGER BERMAN EQUITY FUNDS
NEUBERGER BERMAN CENTURY FUND
Dear Shareholder:
The attached Proxy Statement discusses a Proposal to be voted upon by the
holders of Neuberger Berman Century Fund (the "Fund"), a series of Neuberger
Berman Equity Funds (the "Trust"). 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 TRUST 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 and make a corresponding change in the Fund's
fundamental investment limitations. A fund that is classified as
"non-diversified" has the ability to take larger positions in a smaller number
of issuers than a fund that is classified as "diversified."
As you know, as of September 17, 2007, the Fund changed its portfolio
managers to John Barker and Daniel Rosenblatt. The new portfolio managers want
to take the Fund in a new direction and approval of the Proposal will give the
portfolio managers more flexibility in implementing the Fund's investment
strategy and will allow them to focus the Fund's investments in a fewer number
of companies that they believe are the most promising. As such, the portfolio
managers would be able to invest a higher percentage of the Fund's assets in a
single security, which will allow them to take more meaningful positions in
securities that are their top investment choices. However, because the
appreciation or depreciation of a single stock may have a greater impact on the
net asset value of the Fund, its share price can be expected to fluctuate more
than a comparable fund which is classified as diversified.
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,
/s/ Peter Sundman
Peter Sundman
Chairman of the Board
Neuberger Berman Equity Funds
October 16, 2007
____________________
| | |
| NEUBERGER | BERMAN |
|___________|________|
A LEHMAN BROTHERS COMPANY
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 Equity Funds (the "Trust").
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 11:30 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 Neuberger
Berman Century Fund (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
fundamental 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.
We will admit to the meeting; (1) all shareholders of record of the Fund as
of October 8, 2007 ("Record Date"); (2) persons holding proof of beneficial
ownership at the Record Date, such as a letter or account statement from a
broker; (3) persons who have been granted proxies; and (4) such other persons
that we, in our sole discretion, may elect to admit. ALL PERSONS WISHING TO BE
ADMITTED TO THE MEETING MUST PRESENT PHOTO IDENTIFICATION.
Unless proxy cards submitted by corporations and partnerships are signed by
the appropriate persons as indicated in the voting instructions on the proxy
cards, they will not be voted.
Any additional proposals submitted to a vote at the meeting by anyone other
than the officers or Trustees of the Fund may be voted only in person or by
written proxy.
By order of the Board of Trustees,
/s/ Claudia A. Brandon
Claudia A. Brandon
Secretary
Neuberger Berman Equity Funds
October 16, 2007
New York, New York
____________________
| | |
| NEUBERGER | BERMAN |
|___________|________|
A LEHMAN BROTHERS COMPANY
NEUBERGER BERMAN EQUITY FUNDS
NEUBERGER BERMAN CENTURY FUND
605 THIRD AVENUE
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, as amended ("1940 Act"), from "diversified" to
"non-diversified" and to make a corresponding change in the Fund's fundamental
investment limitations.
This Proxy Statement, which is first being mailed to shareholders on or
about October 16, 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 11:30 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
Investor Communications Solutions, MIS ("Broadridge") and Computershare Fund
Services ("Computershare"), the proxy solicitors. If votes are recorded by
telephone, the proxy solicitor will use procedures designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of their
shares in accordance with their instructions, and to confirm that a
shareholder's instructions have been properly recorded. You may also vote by
mail or through a secure Internet site. PLEASE NOTE THAT WHILE PROXIES MAY BE
VOTED BY TELEPHONE OR THROUGH THE INTERNET WITH RESPECT TO THE PROPOSAL, A VOTE
ON A PROPOSAL PUT FORWARD AT THE MEETING BY ANYONE OTHER THAN THE OFFICERS OR
TRUSTEES OF THE TRUST MAY BE CAST ONLY IN PERSON OR BY A PAPER PROXY.
NBMI and its affiliates will not receive any compensation from the Fund for
proxy solicitation activities. For soliciting services, Broadridge will be paid
fees and expenses of up to approximately $5,500 and Computershare will be paid
fees and expenses of up to approximately $3,300. The cost of solicitation and
the expenses incurred in connection with preparing this Proxy Statement and its
enclosures will be paid by NBMI.
2
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 FUNDAMENTAL 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,
modifying 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
3
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.
As of September 17, 2007, the Fund changed its portfolio managers to John
Barker and Daniel Rosenblatt. 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 give them more flexibility in
implementing the Fund's investment strategy and will allow them to focus the
Fund's investments in a fewer number of companies that they believe are the most
promising. As such, the portfolio managers would be able to invest a higher
percentage of the Fund's assets in a single security, which 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.
4
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 FUNDAMENTAL 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 fundamental 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 Neuberger Berman affiliates manage approximately
$237.4 billion in assets (as of August 31, 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.
5
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,
/s/ Claudia A. Brandon
Claudia A. Brandon
Secretary
October 16, 2007
6
____________________
| | |
| NEUBERGER | BERMAN |
|___________|________|
A LEHMAN BROTHERS COMPANY
NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue 2nd Floor
New York, New York 10158-0180
www.nb.com
H0624 10/07
NEUBERGER BERMAN CENTURY FUND [VOTE TODAY BY MAIL,]
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE 1-888-221-0697
OR LOG ON TO WWW.PROXYWEB.COM
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS ON 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 Robert Conti, Frederic B. Soule and
Claudia A. Brandon, 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 11:30 a.m.
Eastern Time and any adjournments thereof (the "Meeting") at which shareholders
will be asked to consider and act upon the proposal described in the Proxy
Statement dated October 16, 2007. Receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement is acknowledged by your execution of this
proxy. 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 ON THE REVERSE SIDE AND 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. PLEASE SIGN AND DATE THIS PROXY
BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
Date:___________________, 2007
Signature (owner, joint owners, trustee,
custodian, etc.) (PLEASE SIGN IN THE BOX)
_______________________________________
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| |
|______________________________________|
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 shares are held by a corporation,
partnership, trust, estate or similar
account, the name and capacity of the
individual signing the proxy card should
be indicated unless it is reflected in
the form of registration.
CNB-EA-SM
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. [X]
FOR AGAINST ABSTAIN
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 fundamental investment
limitations.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL 1-800-877-9700.
PLEASE SIGN ON THE REVERSE SIDE.
CNB-EA-SM