EX-99 5 0005.txt [TEXT] NEUBERGER BERMAN EQUITY FUNDS NEUBERGER BERMAN EQUITY TRUST NEUBERGER BERMAN EQUITY ASSETS NEUBERGER BERMAN EQUITY SERIES NEUBERGER BERMAN INCOME FUNDS NEUBERGER BERMAN INCOME TRUST August 15, 2000 Dear Shareholder: The attached Combined Proxy Statement and Prospectus discusses several Proposals to be voted upon by the holders of certain Neuberger Berman funds. As a shareholder of the funds, you are asked to review the Combined Proxy Statement and Prospectus and to cast your vote on the Proposals that relate to the funds you own. THE BOARDS OF TRUSTEES OF THE NEUBERGER BERMAN (NB) FUNDS UNANIMOUSLY RECOMMEND A VOTE FOR ALL OF THE PROPOSALS. To save your funds' money, we are using a single Combined Proxy Statement and Prospectus for all Neuberger Berman funds, even though some proposals do not apply to all funds. To find the proposals that relate to your fund(s), please turn to the index on page 3 and find the name(s) of the fund(s) you own. The goal of one of the proposals is to make the funds more efficient to operate and the structure easier to understand. Other proposals would allow certain funds greater investment flexibility; one authorizes certain funds to adopt a distribution and shareholder services plan. YOUR VOTE IS IMPORTANT TO US. VOTING YOUR SHARES EARLY WILL PERMIT THE FUNDS 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 September 7, our proxy solicitor 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 President Neuberger Berman Management Inc. NEUBERGER BERMAN EQUITY FUNDS NEUBERGER BERMAN EQUITY TRUST NEUBERGER BERMAN EQUITY ASSETS NEUBERGER BERMAN EQUITY SERIES (INCLUDING, WHERE APPLICABLE, THE CENTURY, FOCUS, GENESIS, GUARDIAN, INTERNATIONAL,MANHATTAN, MILLENNIUM, PARTNERS, REGENCY, SOCIALLY RESPONSIVE AND TECHNOLOGY SERIES) (EACH A "FUND") NEUBERGER BERMAN INCOME FUNDS NEUBERGER BERMAN INCOME TRUST (INCLUDING, WHERE APPLICABLE, THE CASH RESERVES, GOVERNMENT MONEY FUND, HIGH YIELD BOND FUND, MUNICIPAL MONEY FUND AND MUNICIPAL SECURITIES TRUST AND THE INSTITUTIONAL CASH AND LIMITED MATURITY BOND SERIES) (EACH A "FUND") ------------------------ NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 31, 2000 ------------------------ WHO IS ASKING FOR YOUR VOTE? The Board of Trustees of your fund. WHERE WILL THE MEETING BE HELD? The meeting will be held at the offices of Neuberger Berman, 605 Third Avenue, 41st Floor, New York, New York 10158-3698, on October 31, 2000 at 10:30 a.m. Eastern time. - 2 - WHAT PROPOSALS APPLY TO EACH FUND? The following table summarizes each proposal to be presented at the meeting and the funds whose shareholders the Board is soliciting with respect to each proposal:

------------------------------------------------------------------------------------------------- Name of Fund Proposals (Page Number of Combined Proxy Statement and Prospectus) ------------------------------------------------------------------------------------------------- NB Cash Reserves 1. To elect Trustees (p.24) 2. To approve a change in the fundamental investment limitation concerning diversification (p.32) 3. To ratify the selection of independent auditor/accountants (p.33) 6. To approve a change in the fundamental restriction on industry concentration (p. 98) ------------------------------------------------------------------------------- NB Century Fund 1. To elect Trustees (p.24) NB Focus Fund 2. To approve a change in the fundamental NB Genesis Fund investment limitation concerning NB Guardian Fund diversification (p. 32) NB High Yield Bond Fund 3. Ratifying selection of independent NB International Fund auditor/accountants (p. 33) NB Limited Maturity Bond Fund NB Manhattan Fund NB Millennium Fund NB Municipal Money Fund NB Municipal Securities Trust NB Partners Fund NB Regency Fund NB Socially Responsive Fund NB Technology Fund ------------------------------------------------------------------------------- NB Government Money Fund 1. To elect Trustees (p. 24) 2. To approve a change in the fundamental investment limitation concerning diversification (p. 32) 3. To ratify the selection of independent auditor/accountants (p. 33) 7. To modify the fund's fundamental restrictions on: A. Investing in government securities (p. 100) B. Repurchase Agreements (p. 100) C. Borrowing policy to permit purchase of reverse repurchase agreements (p. 101) D. To permit securities lending (p. 102)

------------------------------------------------------------------------------- NB Century Trust 1. To elect Trustees (p. 24) NB Focus Trust 2. To approve a change in the fundamental NB International Trust investment limitation concerning NB Institutional Cash Trust diverisification (p. 32) NB Limited Maturity Bond Trust 3. To ratify the selection of independent NB Manhattan Trust auditor/accountants (p. 33) 4. To Approve an Agreement and Plan of Reorganization (p. 34) ------------------------------------------------------------------------------- - 3 -

------------------------------------------------------------------------------- Name of Fund Proposals ------------------------------------------------------------------------------- NB Millennium Trust 1. To elect Trustees (p. 24) NB Regency Trust 2. To approve a change in the fundamental investment limitation on diversification (p. 32) NB Socially Responsive Trust 3. To ratify the selection of independent auditor/accountants (p. 32) NB Technology Trust 4. To Approve an Agreement and Plan of Reorganization (p. 34) ------------------------------------------------------------------------------- NB Genesis Trust 1. To elect Trustees (p. 24) NB Guardian Trust 2. To change the fundamental investment limitation on diversification (p. 32) NB Partners Trust 3. To ratify the selection of independent auditor/accountants (p. 33) 4. To approve an Agreement and Plan of Reorganization (p. 34) 5. To approve a Distribution and Shareholder Services Plan (p. 90) -------------------------------------------------------------------------------- NB Focus Assets 1. To elect of Trustees (p. 24) NB Genesis Assets 2. To approve a change in the fundamental NB Guardian Assets investment limitation on diversification (p. 32) NB Manhattan Assets 3. To ratify the selection of independent NB Millennium Assets auditor/accountants (p. 33) NB Partners Assets 4. To approve an Agreement and Plan of NB Socially Responsive Assets Reorganization (p. 34)

-------------------------------------------------------------------------------- EACH PROPOSAL IS DISCUSSED IN GREATER DETAIL IN THE ATTACHED PROXY STATEMENT. WHO IS ELIGIBLE TO VOTE? You are entitled to vote at the meeting and any adjournment if you owned shares of one or more funds at the close of business on AUGUST 15, 2000. --------------- 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(S) BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" THE PROPOSALS 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 on your proxy card. - 4 - 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 FUNDS AT (800) 877-9700. If you own shares of more than one fund, you must submit a separate proxy card for each fund in which you own shares. 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 funds 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 Neuberger Berman Equity Trust Neuberger Berman Equity Assets Neuberger Berman Equity Series Neuberger Berman Income Funds Neuberger Berman Income Trust August 15, 2000 New York, New York - 5 - NEUBERGER BERMAN EQUITY FUNDS NEUBERGER BERMAN EQUITY TRUST NEUBERGER BERMAN EQUITY ASSETS NEUBERGER BERMAN EQUITY SERIES NEUBERGER BERMAN INCOME FUNDS NEUBERGER BERMAN INCOME TRUST 605 Third Avenue, 2nd Floor New York, New York 10158-0180 800-877-9700 COMBINED PROXY STATEMENT AND PROSPECTUS This Combined Proxy Statement and Prospectus, which includes a Notice of Special Meeting of Shareholders, a Proxy Statement and one or more Proxy Cards, is for the special meeting of shareholders of the Neuberger Berman Equity group of funds (Neuberger Berman Equity Funds, Equity Trust, Equity Assets, and Equity Series) and the Neuberger Berman Income group of funds (Neuberger Berman Income Funds and Income Trust), to be held on October 31, 2000, and any adjournment thereof ("Meeting"). This Combined Proxy Statement and Prospectus contains information about several proposals that relate to the Neuberger Berman funds. Some proposals relate to some of the funds but not others, so depending on which funds you own, you may not be asked to vote on all of the proposals. PROPOSAL 1 (APPLIES TO ALL SHAREHOLDERS OF ALL THE FUNDS): To elect Trustees to serve on the Board of Trustees until their successors are duly elected and qualified. PROPOSAL 2 (APPLIES TO ALL SHAREHOLDERS OF ALL THE FUNDS): To approve a change in a fundamental investment limitation. PROPOSAL 3 (APPLIES TO ALL SHAREHOLDER OF ALL THE FUNDS): To ratify the selection of independent auditors or accountants for each fund. PROPOSAL 4 (APPLIES TO SHAREHOLDERS OF: NB CENTURY TRUST NB FOCUS TRUST AND NB FOCUS ASSETS NB GENESIS TRUST, NB GENESIS ASSETS AND NB GENESIS INSTITUTIONAL NB GUARDIAN TRUST AND NB GUARDIAN ASSETS NB INSTITUTIONAL CASH TRUST NB INTERNATIONAL TRUST NB LIMITED MATURITY BOND TRUST NB MANHATTAN TRUST AND NB MANHATTAN ASSETS - 6 - NB MILLENNIUM TRUST AND NB MILLENNIUM ASSETS NB PARTNERS TRUST AND NB PARTNERS ASSETS NB REGENCY TRUST NB SOCIALLY RESPONSIVE TRUST AND NB SOCIALLY RESPONSIVE ASSETS NB TECHNOLOGY TRUST): To approve an Agreement and Plan of Reorganization ("Reorganization Plan") providing for the reorganization of each fund from the current two-level master-feeder structure to a single-level multi-class structure. PROPOSAL 5 (APPLIES TO SHAREHOLDERS OF NB GENESIS TRUST, NB GUARDIAN TRUST AND NB PARTNERS TRUST): To approve a distribution and shareholder services plan to authorize each fund to spend annually 0.10% of average daily net assets to obtain distribution and/or shareholder services. PROPOSAL 6 (APPLIES TO SHAREHOLDERS OF NB CASH RESERVES): To approve a change to the fund's fundamental restriction on industry concentration to permit concentration in the financial services group of industries. PROPOSAL 7 (APPLIES TO SHAREHOLDERS OF NB GOVERNMENT MONEY FUND): To approve a change in the fund's fundamental policies to (A) permit the fund to invest in all securities issued or guaranteed as to principal or interest by the U.S. Government, its agencies or instrumentalities; (B) permit the fund to invest in repurchase agreements in an effort to earn more income; (C) modify the fund's borrowing policy to permit the fund to use reverse repurchase agreements; and (D) modify the fund's lending policy to permit the fund to loan portfolio securities. THE REORGANIZATION. The proposed Reorganization would not alter your current investment program. It would simply change the operational structure of the Neuberger Berman funds, so that they may benefit from certain efficiencies and cost savings. The funds would be changing to a structure that is more common in the mutual fund industry. Like your current fund, the new single-level fund is an open-end, management investment company comprised of a group of diversified series. These series have investment programs that are identical to the similarly named series of your current fund. Unlike your current fund, however, each series of the new fund has classes of shares. After the Reorganization, you will hold shares of the class that corresponds to your current fund. If you are a shareholder of Neuberger Berman Equity Trust, Equity Series or Equity Assets, then after the Reorganization, you will hold class shares of a corresponding series of NEUBERGER BERMAN EQUITY FUNDS. For example, if you currently hold shares of Guardian Trust, after the Reorganization you will hold Trust Class shares of the Guardian series of Neuberger Berman Equity Funds. - 7 - Likewise, if you are a shareholder of Neuberger Berman Income Trust, then after the Reorganization, you will hold Trust class shares of a corresponding series of NEUBERGER BERMAN INCOME FUNDS. If you approve the Agreement and Plan of Reorganization ("Reorganization Plan") your fund would become part of a new single-level fund that invests its assets directly in the securities markets. The new fund would have classes of shares that would correspond to the current feeder funds. The investment program, management arrangements, and operations of the new single-level fund would be identical to those of your present fund, and your rights as a shareholder would remain essentially unchanged. The Board of Trustees of each fund that proposes to participate in the Reorganization and Neuberger Berman Management Inc. ("NBMI"), the funds' investment manager, administrator and distributor, believe that the Reorganization: o may produce in certain administrative efficiencies and cost savings for the funds, o may enhance its ability to market and sell shares of the funds by utilizing the more common multi-class structure. This Combined Proxy Statement and Prospectus sets forth concisely the information that a shareholder of the funds should know before voting on the proposed Reorganization and other actions. It should be read and retained for future reference. The current prospectuses of Neuberger Berman Equity Funds, dated December 1, 1999, Neuberger Berman Technology Fund, dated April 17, 2000, and Neuberger Berman Income Funds, dated March 1, 2000, are incorporated by reference into (and legally a part of) Proposal 4 of this Combined Proxy Statement and Prospectus. If you are being asked to vote on Proposal 4, copies of the prospectuses are enclosed for your reference. (Shareholders of Equity Funds and Income Funds are not receiving prospectuses because you are not required to vote on Proposal 4 and because you have already received one or both as current shareholders. You may request another prospectus by contacting the funds at the address or telephone number below.) Additional information about Neuberger Berman Equity Funds and Income Funds appears in the funds' Statements of Additional Information dated December 1, 1999 and March 1, 2000, and in the Statement of Additional Information of Neuberger Berman Technology Fund dated April 17, 2000, which are also incorporated by reference into this Combined Proxy Statement and Prospectus. The Statements of Additional Information are available without charge by writing the Neuberger Berman Funds at 605 Third Avenue, 2nd Floor New York, New York 10158-0180, or calling at 800-877-9700. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - 8 - VOTING INFORMATION The Boards of Trustees of Neuberger Berman Equity Funds, Equity Trust, Equity Assets and Equity Series, and the Boards of Trustees of Neuberger Berman Income Funds and Income Trust (each a "Trust" and collectively, the "Trusts") are asking you to sign the enclosed proxy card(s) for use at a Special Meeting of Shareholders of the funds listed on the front cover, to be held on October 31, 2000 at 10:30 a.m. Eastern time, at the offices of Neuberger Berman, LLC, 605 Third Avenue, 41st Floor, New York, New York 10158-3698, and at any adjournments thereof (the "Meeting"). This combined Proxy Statement and Prospectus is first being mailed on or about August 15, 2000. One-third of each fund's shares outstanding and entitled to vote on August 15, 2000 ("Record Date"), represented in person or by proxy, make up a quorum and must be present for the transaction of business at the Meeting with respect to that fund. Shares of all funds that make up a single Trust will vote together for the election of Trustees (Proposal 1), and the presence of one-third of an entire Trust constitutes a quorum for purposes of that proposal. Each fund's shareholders will vote separately on each other Proposal with respect to that fund; if you are a shareholder of more than one fund, you will be voting on each such Proposal separately with respect to each fund in which you hold shares. If a quorum is not present at the Meeting or a quorum is present but sufficient votes to approve any 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 those shares voting at the Meeting in person or by proxy. The persons named as proxies will vote those proxies that they are entitled to vote FOR any proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST a proposal against such adjournment. A shareholder vote may be taken on any one or more of the Proposals in this Combined Proxy Statement and Prospectus prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. 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 each Proposal described in the accompanying Notice of Special Meeting of Shareholders and FOR the election of each candidate nominated by the Board to serve as a Trustee. 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 on a particular matter) will not be counted for purposes of determining a quorum and will have no effect on the outcome of the Proposals. 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 Proposals. For shares held in individual retirement accounts (IRA, Roth IRA or SIMPLE Retirement plans), the IRA Custodian shall vote the shares in the account in accordance with instructions given by the Depositor. However, if the Depositor fails to provide instructions on how to vote the shares in the account, the Custodian shall vote the undirected shares in the same proportion as shares are voted considering all shares of the fund for which instructions are received. - 9 - 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 relevant Trust at the address indicated on the enclosed envelope provided 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 NBMI, affiliates of NBMI or other representatives of the funds. NBMI serves as principal underwriter and administrator of the funds. NBMI and its affiliates will not receive any compensation from the fund for proxy solicitation activities. Proxy solicitations may also be made by our proxy solicitor. If votes are recorded by telephone, our 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. The cost of solicitation and the expenses incurred in connection with preparing this Proxy Statement and its enclosures will be paid by the funds. PLEASE NOTE THAT WHILE PROXIES MAY BE VOTED BY TELEPHONE OR THROUGH THE INTERNET WITH RESPECT TO EACH PROPOSAL, ANY PROPOSAL SUBMITTED TO A VOTE AT THE MEETING BY ANYONE OTHER THAN THE OFFICERS OR TRUSTEES OF THE TRUSTS MAY BE VOTED ONLY IN PERSON OR BY WRITTEN PROXY. For soliciting services, our proxy solicitor will be paid fees and expenses of up to approximately $6,079, $311,209, $133,512, $520,036, $32,724, $154,645, $46,082, $427,048, $1,856, $19,737, and $1,884 for Neuberger Berman Century, Focus, Genesis, Guardian, International, Manhattan, Millennium, Partners, Regency, Socially Responsive and Technology Funds, respectively. Our proxy solicitor will be paid fees and expenses of up to approximately $457, $70,711, $180,355, $290,874, $1,006, $25,895, $3,653, $174,892, $6,186, $7,406, and $446 for Neuberger Berman Century, Focus, Genesis, Guardian, International, Manhattan, Millennium, Partners, Regency, Socially Responsive and Technology Trust, respectively. Our proxy solicitor will be paid fees and expenses of up to approximately $2,397, $33,200, $9,642, $1,426, $48, $19,000, and $77 for Neuberger Berman Focus, Genesis, Guardian, Manhattan, Millennium, Partners and Socially Responsive Assets, respectively. Our proxy solicitor will be paid fees and expenses of up to approximately $0 for Neuberger Berman Genesis Institutional. For soliciting services, our proxy solicitor will be paid fees and expenses of up to approximately $69,269, $21,233, $790, $10,913, $17,147, and $1,704 for Neuberger Berman Cash Reserves, Government Money Fund, High Yield Bond Fund, Limited Maturity Bond Fund, Municipal Money Fund and Municipal Securities Trust, respectively. Our proxy solicitor will be paid fees and expenses of up to approximately $20,563 and $ 9,967 for Neuberger Berman Limited Maturity Bond and Institutional Cash Trust, respectively. The funds are separate series of their respective Trusts. For example, each Equity fund is a series of either NB Equity Funds, NB Equity Trust, NB Equity Assets or NB Equity Series. Each Equity fund (except for Neuberger Berman International Fund and International Trust) invests all of its net investable - 10 - assets in a corresponding master fund, which is a series of Equity Managers Trust, a New York common law trust registered as an open-end management investment company. Neuberger Berman International Fund and International Trust invest in a corresponding master fund, a series of Global Managers Trust, a New York common law trust registered as an open-end management investment company. Similarly, each Income fund is a series of either NB Income Funds or NB Income Trust. Each Income fund invests all of its net investable assets in a corresponding master fund, which is a series of Income Managers Trust, a New York common law trust registered as an open-end management investment company. NBMI serves as the investment manager and Neuberger Berman, LLC ("Neuberger Berman") serves as sub-adviser to each series of Equity Managers Trust, Global Managers Trust and Income Managers Trust. Each Managers Trust series invests in securities in accordance with an investment objectives, policies, and limitations identical to those of its corresponding funds. As of May 31, 2000, the following numbers of shares were outstanding with respect to each fund: NEUBERGER BERMAN EQUITY GROUP OF FUNDS

------------------------------------------------------------------------------------------------- SERIES NB EQUITY FUNDS NB EQUITY TRUST NB EQUITY ASSETS NB EQUITY SERIES ------------------------------------------------------------------------------------------------- Century 3,078,480 162,298 N/A N/A ------------------------------------------------------------------------------------------------- Focus 38,666,424 8,898,394 339,934 N/A ------------------------------------------------------------------------------------------------- Genesis 41,626,081 27,946,499 6,215,023 9,139,474 ------------------------------------------------------------------------------------------------- Guardian 140,791,769 72,377,898 1,789,995 N/A ------------------------------------------------------------------------------------------------- International 9,280,619 211,885 N/A N/A ------------------------------------------------------------------------------------------------- Manhattan 53,475,158 5,058,044 201,709 N/A ------------------------------------------------------------------------------------------------- Millennium 8,703,527 509,827 16,783 N/A ------------------------------------------------------------------------------------------------- Partners 91,997,828 35,278,693 3,384,097 N/A ------------------------------------------------------------------------------------------------- Regency 819,438 1,900,095 N/A N/A ------------------------------------------------------------------------------------------------- Socially 5,176,666 1,967,394 22,359 N/A Responsive ------------------------------------------------------------------------------------------------- Technology 1,246,774 200,033 N/A N/A -------------------------------------------------------------------------------------------------

- 11 - NEUBERGER BERMAN INCOME GROUP OF FUNDS

--------------------------------------------------------------------------------------- SERIES NB INCOME FUNDS NB INCOME TRUST --------------------------------------------------------------------------------------- Cash Reserves 1,211,106,231 N/A --------------------------------------------------------------------------------------- Government Money 379,346,979 N/A --------------------------------------------------------------------------------------- High Yield Bond 1,844,121 N/A --------------------------------------------------------------------------------------- Institutional Cash 0 74,600,995 --------------------------------------------------------------------------------------- Limited Maturity Bond 20,161,604 3,804,748 --------------------------------------------------------------------------------------- Municipal Money 299,551,941 N/A --------------------------------------------------------------------------------------- Municipal Securities Trust 2,770,095 N/A ---------------------------------------------------------------------------------------

In addition, to the Trusts' knowledge, as of May 31, 2000, the following are all of the beneficial and record owners of more than five percent of each fund. Except where indicated with an asterisk, the owners listed are record owners. These entities hold these shares of record for the accounts of certain of their clients and have informed the funds of their policy to maintain the confidentiality of holdings in their client accounts unless disclosure is expressly requied by law.

------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ NB Century Trust Neuberger Berman* 92.42% 55 Water Street, 27th Floor Attn: Ron Staib, OPS Control New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ National Financial Services Corp 6.33% For the Exclusive Benefit of Our Customers PO Box 3908 Church Street Station New York, NY 10008-3908 ------------------------------------------------------------------------------------------------ NB Focus Trust Smith Barney Inc. 22.44% 00109801250 388 Greenwich Street New York, NY 10012-2339 ------------------------------------------------------------------------------------------------ - 12 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ EMJAYCO 11.47% Omnibus Account PO Box 170910 Milwaukee, WI 53217 ------------------------------------------------------------------------------------------------ American Express Trust Co. 11.81% Benefit of American Express Trust Retirement Services Plans Attn: Pat Brown 50534 AXP Financial Center Minneapolis, MN 55474 ------------------------------------------------------------------------------------------------ National Financial Services Corp 6.87% For the Exclusive Benefit of Our Customers PO Box 3908 Church Street Station New York, NY 10008-3908 ------------------------------------------------------------------------------------------------ Boston Safe Deposit & Trust Co. TTEE 8.81% TWA Inc Pilots Directed Acct. Plan & 401K Plan for Pilots of TWA Inc. Attn: Lisa Bove 135 Santilli Highway #26-0320 Everett, MA 02149-1906 ------------------------------------------------------------------------------------------------ AETNA Life Insurance & Annuity Co. 7.57% ACES-Separate Account F Attn: Valuation Unit TS31 151 Farmington Avenue Hartford, CT 06156-0001 ------------------------------------------------------------------------------------------------ NB Genesis Trust Fidelity Investments Inst. OPS Co. as 19.64% Agent for Certain EE Benefit PL 100 Magellan Way Mailzone KWIC Covington, KY 41015 ------------------------------------------------------------------------------------------------ Smith Barney 00109801250 388 Greenwich Street New York, NY 10012-2339 ------------------------------------------------------------------------------------------------ - 13 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ National Financial Services Corp 14.53% For the Exclusive Benefit of Our Customers PO Box 3908 Church Street Station New York, NY 10008-3908 ------------------------------------------------------------------------------------------------ Nationwide Life Insurance Co. 6.55% QPVA c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 ------------------------------------------------------------------------------------------------ NB Guardian Trust The Manufacturers Life Insurance Co. 26.21% USA Attn: Rosie Chuck Pension Acctg. 200 Floor Street E NT3 Toronto ON N4W1E5 Canada ------------------------------------------------------------------------------------------------ Fidelity Investments Inst. OPS Co. as 14.51% Agent for Certain EE Benefit PL 100 Magellan Way Mailzone KWIC Covington, KY 41015 ------------------------------------------------------------------------------------------------ Nationwide Life Insurance Co. 9.25% QPVA c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 ------------------------------------------------------------------------------------------------ Variable Annuity Life Insurance 5.50% Company (VALIC) 2929 Allen Parkway L7-01 Houston, TX 77019-2197 ------------------------------------------------------------------------------------------------ Connecticut General Life Insurance 5.38% Company 350 Church Street PO Box 2975 M-1-10 Hartford, CT 06104-2975 ------------------------------------------------------------------------------------------------ - 14 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ National Financial Services Corp 4.94% For the Exclusive Benefit of Our Customers PO Box 3908 Church Street Station New York, NY 10008-3908 ------------------------------------------------------------------------------------------------ NB International Trust Chase Manhattan Bank TTEE 23.31% Various Retirement Plans Under PPI Retirement Programs Professional Pensions Inc. 444 Foxon Road East Haven, CT 06513-2019 ------------------------------------------------------------------------------------------------ Fleet Trust Corporation 19.08% FBO Third Party M P Alliances Attn: David Nabb PO Box 2197 Boston, MA 02106-2197 ------------------------------------------------------------------------------------------------ National Financial Services Corp 17.71% For the Exclusive Benefit of Our Customers 200 Liberty Street 1 World Financial Center Attn: Mutual Funds Dept - 5th Floor New York, NY 10281-1003 ------------------------------------------------------------------------------------------------ Neuberger Berman Trust 9.87% T/F Lillian Vernon Corp* 401K Profit Sharing Plan 1 Theall RDL Rye, NY 10580-1404 ------------------------------------------------------------------------------------------------ Smith Barney Inc 22.97% 00109801250 388 Greenwich Street New York, NY 10012-2339 ------------------------------------------------------------------------------------------------ NB Manhattan Trust The Northern Trust Co TTEE 49.03% Pro Case Corporation 22-75833 Attn: Ken King Chicago, IL 60675-2956 ------------------------------------------------------------------------------------------------ - 15 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ MAC & Co A/C 195-643 13.91% AEOF1956432 P.O. Box 3198 Mutual Funds Operations Pittsburgh, PA 15230-3198 ------------------------------------------------------------------------------------------------ Fleet National Bank 9.49% Aetna/Fleet Directed Trustee U/A Dtd 4/22/96 151 Farmington Avenue, Suite T531 Hartford, CT 06156-0001 ------------------------------------------------------------------------------------------------ Fidelity Investments Inst Ops 6.18% CO as Agency for Certain EE Benefit PL Mailzone KWIC Covington, KY 41015 ------------------------------------------------------------------------------------------------ NB Millennium Trust National Financial Serv Corp 86.68% For the Exclusive Benefit of Our Customers P.O. Box 3908 Church Street Station New York, NY 10008-3908 ------------------------------------------------------------------------------------------------ Donaldson, Lufkin & Jenrette Securities 6.88% Corporation Pershing Division Mutual Fund Balancing P.O. Box 2052 Jersey City, NY 07303-2052 ------------------------------------------------------------------------------------------------ NB Partners Trust Nationwide Life Insurance 20.06% QPVA c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 ------------------------------------------------------------------------------------------------ Connecticut General Life Insurance 11.27% Company 350 Church Street P.O. Box 2975 N-110 Hartford, CT 06104-2975 ------------------------------------------------------------------------------------------------ - 16 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ PRC Inc 10.43% c/o T. Rowe Price Financial Attn: Asset Room P.O. Box 17215 Baltimore, MD 21297-1215 ------------------------------------------------------------------------------------------------ National Financial Serv Corp for the 8.17% Exclusive Benefit of Our Customers P.O. Box 3908 Church Street Station New York, NY 10008-3908 ------------------------------------------------------------------------------------------------ Fidelity Investments Instit Oper Co as 7.58% Agent for Certain Benefit Pln 100 Magellan Way Mailzone KWIC Covington, KY 41015-1999 ------------------------------------------------------------------------------------------------ Northern Trust Co TTEE 6.12% FBO: Phycor Savings Plan DV P.O. Box 92956 Chicago, IL 60675-2956 ------------------------------------------------------------------------------------------------ NB Regency Trust Boston Safe Deposit & Trust Co TTEE 97.77% TWA Inc Pilots Directed Acct Plan & 401K Plan for Pilots of TWA Inc Attn: Lisa Bove 135 Santilli Hwy #026-0320 Everett, MA 02149-1906 ------------------------------------------------------------------------------------------------ NB Socially Responsive Trust ICMA Retirement Trust 60.32% 777 N Capitol Street NE Washington, DC 20002-4239 ------------------------------------------------------------------------------------------------ Delaware Charter Guarantee & Trust 6.74% Cust FBO Principal Mutual Life Ins CD DTD 1/1/96 PO Box 8706 Wilmington, DE 19899-8706 ------------------------------------------------------------------------------------------------ - 17 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ Chase Manhattan Bank TTEE 6.88% Avon Products Inc Svngs & Stock Ownership 12/28/84 1345 Avenue of the Americas New York, NY 10105-0302 ------------------------------------------------------------------------------------------------ National Financial Serv Corp 5.22% For The Exclusive Benefit of Our Customers PO Box 3908 Church Street Station New York, NY 10008-3908 ------------------------------------------------------------------------------------------------ The Union Central Life Ins Co 5.15% 401K Group SEP Acct 1876 Waycross RD PO Box 40888 Cincinnati, OH 45240-0888 ------------------------------------------------------------------------------------------------ NB Technology Trust Neuberger Berman* 99% 55 Water Street, 27th Floor Attn: Ron Staib, OPS Control New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ NB Focus Assets FTC & CO 21.71% Attn: Datalynx (House Account) PO Box 173736 Denver, CO 80217-3736 ------------------------------------------------------------------------------------------------ Smith Barney Corp Trust Co TTEE 20.27% Smith Barney 401K Advisor Group Trust Two Tower Center PO Box 1063 E Brunswick, NJ 08816-1063 ------------------------------------------------------------------------------------------------ First Union Nat'l Bank TTEE 19.81% FBO FUNB Reinvestment Account A/C # 1080824434 1525 W Wt Harris Blvd NC-1151 Charlotte, NC 28262-1063 ------------------------------------------------------------------------------------------------ - 18 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ Morris & Co 17.53% c/o First Source Bank Attn: Trust Operations PO Box 1602 South Bend, IN 46634-1602 ------------------------------------------------------------------------------------------------ Key Trust Co NA 11.65% FBO Prism 4900 Tiedeman RD Brooklyn, OH 44144-2338 ------------------------------------------------------------------------------------------------ Donaldson, Lufkin & Jenrette 6.02% Securities Corporation Pershing Division Mutual Fund Balancing PO Box 2052 Jersey City, NJ 07303-2052 ------------------------------------------------------------------------------------------------ NB Genesis Assets Donaldson, Lufkin & Jenrette 40.06% Securities Corporation Pershing Division Mutual Fund Balancing PO Box 2052 Jersey City, NJ 07303-2052 ------------------------------------------------------------------------------------------------ Key Trust Co. 29.22% FBO Prism 4900 Tiedeman RD Brooklyn, OH 44144-2302 ------------------------------------------------------------------------------------------------ NB Guardian Assets Travelers Insurance Company #4 97.07% Attn: Bob Iagrossi 5MS Shareholder Accounting One Tower Square Hartford, CT 06183-0002 ------------------------------------------------------------------------------------------------ NB Manhattan Assets BHC Securities 76.94% Trade House Account Attn: Mutual Fund Dept. 1 Commerce Square 2005 Market Street Philadelphia, PA 19103-7042 ------------------------------------------------------------------------------------------------ - 19 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ BSC as Agent for 7.02% FBO BBH-SD 1375 Peachtree Street NE STE 300 Atlanta, GA 30309-3112 ------------------------------------------------------------------------------------------------ Neuberger Berman 5.71% Management Inc.* 605 Third Avenue 2nd Floor New York, NY 10158-0180 ------------------------------------------------------------------------------------------------ Donaldson, Lufkin & Jenrette 5.90% Securities Corporation Pershing Division Mutual Fund Balancing PO Box 2052 Jersey City, NJ 07303-2052 ------------------------------------------------------------------------------------------------ NB Millennium Assets Charles Schwab & Co. Inc. 91.11% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ NB Socially Neuberger Berman 44.72% Responsive Assets Management Inc.* Attn: Nick Altomare 605 Third Avenue 37th Floor New York, NY 10158-0180 ------------------------------------------------------------------------------------------------ First Union Nat'l Bank Cust 13.91% Various Retirement Plan A/C # 1080826922 1525 W Wt Harris Blvd NC-1151 Charlotte, NC 28262-8522 ------------------------------------------------------------------------------------------------ Fidelity Investments Institutional 14.54% Operations Co Inc. (FIIOC) As Agent For Peet's Tea Coffee Inc. Savings Retirement Plan #09771 100 Magellan Way Covington, KY 41015-1999 ------------------------------------------------------------------------------------------------ - 20 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ Charles Schwab & Co. Inc. 8.77% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ Fidelity Investments Institutional 8.57% Operations Co Inc. (FIIOC) As Agent For Inforonics Retirement 401K Plan 09897 100 Magellan Way (KWIC) Covington, KY 41015-1999 ------------------------------------------------------------------------------------------------ Fidelity Investments Institutional 8.02% Operations Co Inc. (FIIOC) As Agent For Citizens Enterprises Corp. 401K Plan 100 Magellan Way (KWIC) Covington, KY 41015-1999 ------------------------------------------------------------------------------------------------ NB Century Fund Neuberger Berman+ 17.52% 55 Water Street 27th Floor Attn: Ron Staib, OPS Control New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ NB Focus Fund Charles Schwab & Co. Inc. 9.64% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ NB Genesis Fund Charles Schwab & Co. Inc. 25.56% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ Union Central Life 5.50% Insurance Co Attn: Mutual Funds Dept Station 3 PO Box 40888 Cincinnati, OH 45210-0888 ------------------------------------------------------------------------------------------------ - 21 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ NB Guardian Fund Charles Schwab & Co. Inc. 19.77% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ NB International Fund Neuberger Berman 11.77% 55 Water Street 27th Floor Attn: Ron Staib, OPS Control New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ Charles Schwab & Co. Inc. 9.31% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ Neuberger Berman Trust Co.* 5.88% Neuberger Berman Employees Profit Sharing Plan UTD 5/20/71 Attn: Al Boccardo 605 Third Avenue, 36th Floor New York, NY 10158-0180 ------------------------------------------------------------------------------------------------ NB Manhattan Fund Charles Schwab & Co Inc. 6.13% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ NB Regency Fund Neuberger Berman+ 26.75% Attn: Ron Staib, OPS Control 55 Water Street, Floor 27 New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ Charles Schwab & Co. Inc. 26.52% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ NB Partners Fund Charles Schwab & Co. Inc. 14.00% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ - 22 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ NB Socially Responsive Fund Charles Schwab & Co. Inc. 23.21% Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ NB Technology Fund Neuberger Berman, LLC* 8.02% 001-17000-10 55 Water Street. 27th Floor New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ Neuberger Berman, LLC* 8.02% 020-02900-13 55 Water Street. 27th Floor New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ Neuberger Berman, LLC* 6.12% 020-12002-19 55 Water Street. 27th Floor New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ NB Genesis Institutional Wilmington Trust Co. 59.71% FBO PricewaterhouseCoopers LLP Emp Partners Psugs A/C 500854 c/o Mutual Funds P.O. Box 8971 Wilmington, DE 19899-8971 ------------------------------------------------------------------------------------------------ Wilmington Trust Co. 29.95% FBO PricewaterhouseCoopers LLP Emp Partners P/S A/C 500824 U/A 03-01-00 c/o Mutual Funds P.O. Box 8971 Wilmington, DE 19899-8971 ------------------------------------------------------------------------------------------------ Wilmington Trust Co. 10.33% FBO PricewaterhouseCoopers LLP Emp Ret Ben Accum A/C 5007974 U/A 03-01-00 c/o Mutual Funds P.O. Box 8971 Wilmington, DE 19899-8971 ------------------------------------------------------------------------------------------------ NB Nationwide Life 27.34% Limited Maturity Insurance Bond Trust c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 ------------------------------------------------------------------------------------------------ Chase Manhattan Bank NA 24.56% Met Life Defined Contribution Group 4 New York Plaza New York, NY 10004-2413 ------------------------------------------------------------------------------------------------ - 23 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ Gary N. Skoloff* 11.49% Saul A. Wolfe Skoloff & Wolfe Target Benefit Trust DTD 11-1-95 293 Eisenhower Parkway Livingston, NJ 07039-1711 ------------------------------------------------------------------------------------------------ Chase Manhattan Bank TTEE 7.96% Various Retirement Plans Under PPI Retirement Programs Professional Pensions, Inc. 444 Foxon Road East Haven, CT 06513-2019 ------------------------------------------------------------------------------------------------ National Financial Service Corp. for the 6.92% Exclusive Benefit of Our Customers P.O. Box 3908 Church Street Station New York, NY 10008-3908 ------------------------------------------------------------------------------------------------ NB Cash Reserves Neuberger Berman 78.74% 55 Water Street, 27th Floor Attn: Ron Staib, OPS Control New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ NB Government Neuberger Berman 81.70% Money Fund 55 Water Street, 27th Floor Attn: Ron Staib, OPS Control New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ NB High Yield Bond Fund Neuberger Berman+ 30.20% 55 Water Street, 27th Floor Attn: Ron Staib, OPS Control New York, NY 10041-0001 ------------------------------------------------------------------------------------------------ Neuberger Berman Trust Co. 6.45% Neuberger Berman Employees Profit Sharing Plan UTD 5/20/71* Attn: Al Boccardo 605 Third Avenue, 36th Floor New York, NY 10158-0180 ------------------------------------------------------------------------------------------------ - 24 - ------------------------------------------------------------------------------------------------ FUND NAME AND ADDRESS OF OWNER PERCENT OF THE FUND OWNED ------------------------------------------------------------------------------------------------ Neuberger Berman LLC 5.08% Bodman Foundation John N. Irwin III Pres & Treas C/O Institutional Equity Dept 605 Third Ave 22 Floor New York, NY 10158-2299 ------------------------------------------------------------------------------------------------ NB Limited Maturity Charles Schwab & Co. Inc. 23.58% Bond Fund Attn: Mutual Funds 125 Broad Street, FL 15 New York, NY 10004-2400 ------------------------------------------------------------------------------------------------ QPVA c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 ------------------------------------------------------------------------------------------------ Neuberger Berman Trust Co.* 5.61% Neuberger Berman Employees Profit Sharing Plan UTD 05/20/71 Attn: Al Boccardo 605 Third Ave, 36th Floor New York, NY 10158-0180 ------------------------------------------------------------------------------------------------ NB Municipal Charles Schwab & Co. Inc. 25.18% Securities Trust Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 ------------------------------------------------------------------------------------------------ NB Institutional Cash Trust Neuberger Berman+ 100.00% 55 Water Street, 27th Floor Attn: Ron Staib, OPS Control New York, NY 10041-0001 ------------------------------------------------------------------------------------------------

+At May 31, 2000, the following individuals/entities who are officers, directors or employees of Neuberger Berman, LLC or its affiliates (or affiliated entities of such individuals), c/o Neuberger Berman, 605 Third Avenue, New York, NY 10158, owned beneficially more than 5% of funds indicated through the Neuberger Berman accounts: Neuberger Berman owned 5.39% of NB Century Fund and 6.39% of NB Regency Fund; Richard A. Cantor owned 11.46% of NB Regency Fund; NBMI owned 10.77% of NB High Yield Bond Fund; and Messinger Associates LP owned 10.72% of NB Institutional Cash Trust. At May 31, 2000, the Trustees and officers of the Trusts as a group beneficially owned less than 1% of the shares of each fund. Certain Trustees and officers of the Trusts are employees and shareholders of NBMI, which will benefit if the Proposal 5, related to the Distribution and Shareholder Services Plan, is approved. COPIES OF THE FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS. SHAREHOLDERS OF THE NEUBERGER BERMAN EQUITY GROUP OF FUNDS (NEUBERGER BERMAN EQUITY FUNDS, EQUITY TRUST, EQUITY ASSETS OR EQUITY SERIES) MAY REQUEST COPIES OF THE FUNDS' ANNUAL REPORT FOR THE FISCAL YEAR ENDED AUGUST 31, 1999, INCLUDING AUDITED FINANCIAL STATEMENTS, AND THE FUNDS' SEMI-ANNUAL REPORT FOR THE PERIOD ENDED FEBRUARY 29, 2000, AT NO CHARGE BY WRITING NBMI AT 605 THIRD AVENUE, 2ND FLOOR, NEW YORK, NEW YORK 10158-0180, OR BY CALLING TOLL FREE 800-877-9700. - 25 - SHAREHOLDERS OF THE NEUBERGER BERMAN INCOME GROUP OF FUNDS (NEUBERGER BERMAN INCOME FUNDS OR INCOME TRUST) MAY REQUEST COPIES OF THE FUNDS' ANNUAL REPORT FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999, INCLUDING AUDITED FINANCIAL STATEMENTS, AND THE FUNDS' SEMI-ANNUAL REPORT FOR THE PERIOD ENDED APRIL 30, 2000, AT NO CHARGE BY WRITING NBMI AT 605 THIRD AVENUE, 2ND FLOOR, NEW YORK, NEW YORK 10158-0180, OR BY CALLING TOLL FREE 800-877-9700. Please note that NB Technology Fund and Trust and NB Insitutional Cash Trust have not yet issued annual or semi-annual reports. GENERAL OVERVIEW OF THE PROPOSALS The following is a brief overview regarding the matters being presented for your approval at the Meeting: PROPOSAL 1 (SHAREHOLDERS OF ALL FUNDS): To elect a Board of Trustees. The Neuberger Berman funds are composed of three fund groups - the equity funds, the income funds, and the insurance funds. Currently, each fund group has its own Board of Trustees, with very limited overlap in membership. The Boards, including all of the independent Trustees, and management believe that considerable efficiencies can be realized by having the same individuals serve on each of the Boards. PROPOSAL 2 (SHAREHOLDERS OF ALL FUNDS): To change the fundamental limitation requiring diversification of investments among different issuers so as to allow the funds to invest to a greater extent in securities issued by other investment companies. This change is intended primarily to allow the funds to take full advantage of investments allowed under the law while remaining diversified funds. The change will allow the funds to invest excess cash in a money market fund managed by NBMI. The Board believes that such combined management would result in greater efficiency, which could produce greater return to investors. PROPOSAL 3 (SHAREHOLDERS OF ALL FUNDS): To ratify the selection of the funds' independent auditors or accountants. PROPOSAL 4 (SHAREHOLDERS OF EQUITY TRUST, EQUITY ASSETS, EQUITY SERIES AND INCOME TRUST): To convert each fund from a separate feeder fund in the current two-level master-feeder structure to a class of shares in a single-level multi-class structure. The investment programs of the funds and the rights of shareholders would be unaffected by this change, except in certain minor respects explained below. PROPOSAL 5 (SHAREHOLDERS OF GENESIS TRUST, GUARDIAN TRUST, AND PARTNERS TRUST): To approve a distribution and shareholder services plan whereby each of those funds would be authorized to spend up to 0.10% (one-tenth of one percent) of its average net assets each year to obtain distribution and/or shareholder services. Currently, all expenses of share distribution are paid by NBMI. If the Proposal is approved, the Distribution and Shareholder Services Plan would increase the annual expenses indirectly borne by the shareholders of each fund by 0.10% of average daily net assets. PROPOSAL 6 (SHAREHOLDERS OF CASH RESERVES ONLY): To change Cash Reserves' fundamental restriction on industry concentration to permit concentration in the financial services group of industries. - 26 - PROPOSAL 7 (SHAREHOLDERS OF GOVERNMENT MONEY FUND ONLY): To change Government Money Fund's fundamental policies to: o permit the fund to invest in all securities issued or guaranteed as to principal or interest by the U.S. Government, its agencies or instrumentalities; o permit the fund to invest in repurchase agreements in an effort to earn more income; o modify the fund's borrowing policy to permit the fund to use reverse repurchase agreements; o modify the fund's lending policy to permit the fund to lend portfolio securities. PROPOSAL 8 (SHAREHOLDERS OF ALL FUNDS): To vote on such other matters as may properly come before the Meeting. The funds are not currently aware of any such matters. - 27 - PROPOSAL 1. ELECTION OF TRUSTEES (ALL FUNDS) The Boards of Trustees of the funds propose that shareholders elect the individuals named in the table below as members of one Board of Trustees that would serve all of the funds. With this proposal, the separate Boards of the three different fund groups that make up the Neuberger Berman family of mutual funds - the equity funds group, the income funds group, and the insurance funds group - intend to consolidate, so the same individuals would serve on the Boards of all three groups of funds. Currently, each of these different groups has its own Board of Trustees (several trustees serve on the boards of more than one group). For seven years, the multiple boards have had separate meetings, but often have reviewed the same or substantially the same policy issues, contractual arrangements and other matters for their respective fund groups. The trustees of each of these Boards have agreed that both the funds and NBMI would enjoy substantial efficiencies if the same individuals served as Trustees of all of the funds in the Neuberger Berman fund family. This consolidation was initially proposed by NBMI at a time when several of the Boards were contemplating shareholder meetings to fill Board vacancies created by retirements. The proposal was taken up by the independent trustees of each fund group (i.e., those who do not fall within the definition of "interested person" in the Investment Company Act of 1940, as amended ("1940 Act") ("Independent Trustees")) and discussed at several meetings over a period of months. The Boards explored the potential benefits and drawbacks of the proposal, as well as various alternatives. They noted that consolidating the three boards would reduce the duplication of board materials and reports, which are comprehensive and often lengthy, and would avoid the need for repeated presentations by the same personnel at the different meetings. The Independent Trustees also considered that all Boards in the Neuberger Berman fund family were actively seeking additional members, or soon would be, and that consolidation of the Boards would produce a pool of candidates already familiar with (1) the Neuberger Berman fund family, its manager, underwriter, administrator, and methods of operation, (2) the mutual fund business and the comprehensive regulatory regime under which it operates, as well as (3) the special responsibilities that the law assigns to mutual fund trustees. Therefore, each fund will be able to preserve the continuity of its current Board's leadership while benefiting from the added knowledge and experience of the other Neuberger Berman fund trustees. They considered the potential cost savings, the ability of the Boards to act faster and in a more coordinated fashion, and whether the benefits to NBMI would benefit the shareholders. They also considered the potential size of the combined Board, noting that it would be larger than the boards of most other mutual funds. They considered the effect that consolidation might have on the Board's working style and the working relationships among the members of each Board, and the potential effect of attrition over the next several years. The matter was then taken up by the Nominating Committee of each Board, which is also composed entirely of Independent Trustees. The Nominating Committee considered the qualifications and backgrounds of the candidates, and the expressed desire of certain members of the various Boards to retire. - 28 - Unless you give instructions on the enclosed proxy card to withhold your vote for any candidate, your shares will be voted "FOR" the election of each of the listed nominees. If any or all of the nominees should withdraw or otherwise become unavailable for election, your shares will be voted "FOR" such other nominee or nominees as the Nominating Committee may recommend. Each nominee has indicated his or her willingness to serve if elected. If elected, each nominee will hold office until his or her successor is elected and qualified, or until he or she sooner retires, resigns, dies, or is removed from office as provided in each fund's Trust Instrument. If each of the nominees is elected, they will constitute the entire Board of Trustees of each Trust. At May 31, 2000, the trustees and officers of each fund, as a group, owned beneficially or of record less than 1% of the outstanding shares of each series of each fund. The following table lists the candidates. Unless otherwise indicated, each candidate has engaged in the principal occupation listed for at least the last five years, although not necessarily in the same capacity. As indicated, each of the nominees (except Mr. Seip) currently serves as a Trustee of one or more funds; of the candidates, all except Ms. Harvey, Mr. Cannon, Mr. Kassen, Mr. Seip and Mr. Sundman were elected by shareholders in 1993 or 1994. Present Position with the Neuberger Berman Name, Age, and Address (1) Funds; Business Experience During Past Five ---------------------------- Years; Other Trusteeships (2) ------------------------------------------- John Cannon (70) TRUSTEE OF INCOME FUNDS, INCOME TRUST, AND 531 Willow Avenue INCOME MANAGERS TRUST (SINCE 1994). Retired. Amber, PA 19002 Formerly Chairman and Chief Investment Officer of CDC Capital Management (registered investment adviser) (1993-Jan. 1999). Faith Colish (64) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST, 63 Wall Street EQUITY ASSETS, AND EQUITY MANAGERS TRUST 24th Floor (SINCE 1993); EQUITY SERIES (SINCE 1998); AND New York, NY 10005 NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (SINCE 1984). Attorney at Law, Faith Colish, A Professional Corporation. TRUSTEE OF NEUBERGER BERMAN ADVISERS MANAGEMENT Walter G. Ehlers (67) TRUST (SINCE 1989). Consultant, Director of 6806 Suffolk Place the Turner Corporation, A.B. Chance Company and Harvey Cedars, NJ 08008 Crescent Jewelry, Inc. - 29 - Present Position with the Neuberger Berman Name, Age, and Address (1) Funds; Business Experience During Past Five ---------------------------- Years; Other Trusteeships (2) ------------------------------------------- C. Anne Harvey (62) TRUSTEE OF NEUBERGER BERMAN ADVISERS MANAGEMENT 2555 Pennsylvania Avenue, N.W. TRUST (SINCE 1998). Director of American Washington, D.C. 20037 Association of Retired Persons ("AARP") Program Services and Administrator of AARP Foundation; The National Rehabilitation Hospital's Board of Advisors; Individual Investors Advisory Committee to the New York Stock Exchange Board of Directors; Steering Committee for the U.S. Securities and Exchange Commission Facts on Saving and Investing Campaign; and American Savings Education Council's Policy Board (ASEC). Barry Hirsch (67) TRUSTEE OF INCOME FUNDS, INCOME TRUST AND Loews Corporation INCOME MANAGERS TRUST (SINCE 1993). Senior 667 Madison Avenue Vice President, Secretary, and General Counsel 7th Floor of Loews Corporation (diversified financial New York, NY 10021 corporation). Michael M. Kassen* (47) PRESIDENT AND TRUSTEE OF EQUITY FUNDS, EQUITY TRUST, EQUITY ASSETS, EQUITY SERIES AND EQUITY MANAGERS TRUST; PRESIDENT OF GLOBAL MANAGERS TRUST (SINCE 1999). Executive Vice President, Chief Investment Officer of Neuberger Berman LLC; Chairman and Director of NBMI; Executive Vice President, Chief Investment Officer and Director of Neuberger Berman Inc. Robert A. Kavesh (72) TRUSTEE OF INCOME FUNDS, INCOME TRUST AND 110 Bleecker Street INCOME MANAGERS TRUST (SINCE 1993). Professor Apt. 24B of Finance and Economics at Stern School of New York, NY 10012 Business, New York University. Howard A. Mileaf (63) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST, EQUITY WHX Corporation ASSETS, AND EQUITY MANAGERS TRUST (SINCE 1993); 110 East 59th Street EQUITY SERIES (SINCE 1998); GLOBAL MANAGERS 30th Floor TRUST (SINCE 1994); AND NEUBERGER BERMAN New York, NY 10022 ADVISERS MANAGEMENT TRUST (SINCE 1999). Vice President and Special Counsel to WHX Corporation (holding company) since 1992; Director of Kevlin Corporation (manufacturer of microwave and other products). - 30 - Present Position with the Neuberger Berman Name, Age, and Address (1) Funds; Business Experience During Past Five ---------------------------- Years; Other Trusteeships (2) ------------------------------------------- Edward I. O'Brien* (71) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST, EQUITY 12 Woods Lane ASSETS, AND EQUITY MANAGERS TRUST (SINCE 1993); Scarsdale, NY 10183 AND EQUITY SERIES (SINCE 1998). Private Investment Management; President of the Securities Industry Association ("SIA") (securities industry's representative in government relations and regulatory matters at the federal and state levels) from 1974 to 1992; Adviser to SIA from November 1992 to November 1993; Director of Legg Mason, Inc. John T. Patterson, Jr. (72) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST, EQUITY 7082 Siena Court ASSETS AND, EQUITY MANAGERS TRUST (SINCE 1993); Boca Raton, FL 33433 GLOBAL MANGERS TRUST (SINCE 1994); AND EQUITY SERIES (SINCE 1998). Retired. Formerly, President of SOBRO (South Bronx Overall Economic Development Corporation). John P. Rosenthal (67) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST, EQUITY Burnham Securities Inc. ASSETS AND EQUITY MANGERS TRUST (SINCE 1993); Burnham Asset Management Corp. AND GLOBAL MANAGERS TRUST (SINCE 1994). Senior 1325 Avenue of the Americas Vice President of Burnham Securities Inc. (a 26th Floor registered broker-dealer) since 1991. New York, NY 10019 William E. Rulon (67) TRUSTEE OF INCOME FUNDS, INCOME TRUST AND 2980 Bayside Walk INCOME MANAGERS TRUST (SINCE 1993). Retired. San Diego, CA 92109 Senior Vice President of Foodmaker, Inc. (operator and franchiser of restaurants) until January 1997; Secretary of Foodmaker, Inc. until July 1996. Cornelius T. Ryan (68) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST, EQUITY Oxford Bioscience ASSETS AND EQUITY MANAGERS TRUST (SINCE 1993); Partners AND EQUITY SERIES (SINCE 1998). General 315 Post Road West Partner of Oxford Partners and Oxford Westport, CT 06880 Bioscience Partners (venture capital partnerships) and President of Oxford Venture Corporation; Director of Capital Cash Management Trust (money market fund) and Prime Cash Fund. - 31 - Present Position with the Neuberger Berman Name, Age, and Address (1) Funds; Business Experience During Past Five ---------------------------- Years; Other Trusteeships (2) ------------------------------------------- Tom Decker Seip (50) NOMINEE. General Partner of Seip Investments 30 Ridge Lane LP (a private investment partnership); Member Orinda, CA 94563 of the Board of Directors of Offroad Capital Inc. and E-Finance Corporation (pre-public internet commerce companies); Trustee of Hambrecht and Quist Fund Trust; Member of the Board of Directors of AmericaOne; Senior executive at the Charles Schwab Corporation from 1983 to 1999; including Chief Executive Officer of Charles Schwab Investment Management, Inc. and Trustee of Schwab Family of Funds and Schwab Investments from 1997 to 1998; Executive Vice President-Retail Brokerage for Charles Schwab Investment Management from 1994 to 1997. Gustave H. Shubert (71) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST, EQUITY 13838 Sunset Boulevard ASSETS AND EQUITY MANAGERS TRUST (SINCE 1993); Pacific Palisades, CA 90272 AND EQUITY SERIES (SINCE 1998). Senior Fellow/Corporate Advisor and Advisory Trustee of Rand (a non-profit public interest research institution) since 1989; Honorary Member of the Board of Overseers of the Institute for Civil Justice, the Policy Advisory Committee of the Clinical Scholars Program at the University of California, the American Association for the Advancement of Science, the Counsel on Foreign Relations, and the Institute for Strategic Studies (London); advisor to the Program Evaluation and Methodology Division of the U.S. General Accounting Office; formerly Senior Vice President and Trustee of Rand. - 32 - Present Position with the Neuberger Berman Name, Age, and Address (1) Funds; Business Experience During Past Five ---------------------------- Years; Other Trusteeships (2) ------------------------------------------- Candace L. Straight (52) TRUSTEE OF INCOME FUNDS, INCOME TRUST, INCOME 518 E. Passaic Avenue MANAGERS TRUST (SINCE 1993); AND NEUBERGER Bloomfield, NJ 07003 BERMAN ADVISERS MANAGEMENT TRUST (SINCE 1999). Private investor and consultant specializing in the insurance industry; Advisory Director of Securities Capital LLC (a global private equity investment firm dedicated to making investments in the insurance sector); Principal of Head & Company, LLC (limited liability company providing investment banking and consulting services to the insurance industry) until March 1996; Director of Drake Holdings (U.K. motor insurer) until June 1996. Peter E. Sundman* (41) CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER, AND TRUSTEE OF EQUITY FUNDS, EQUITY TRUST, EQUITY ASSETS, EQUITY SERIES, EQUITY MANAGERS TRUST AND GLOBAL MANAGERS TRUST; PRESIDENT AND CHIEF EXECUTIVE OFFICER OF INCOME FUNDS, INCOME TRUST AND INCOME MANAGERS TRUST; PRESIDENT AND PRINCIPAL EXECUTIVE OFFICER OF ADVISERS MANAGERS TRUST (SINCE 1999). Executive Vice President and Principal of Neuberger Berman, LLC from 1997 to 1999; President and Director of NBMI; Executive Vice President and Director of Neuberger Berman Inc. Peter P. Trapp (55) TRUSTEE OF NEUBERGER BERMAN ADVISERS MANAGERS Ford Motor Credit Company TRUST (SINCE 1989). Regional Manager for 1455 Lincoln Parkway Atlanta Region, Ford Motor Credit Company since Atlanta, GA 30346-2209 August, 1997; prior thereto, President, Ford Life Insurance Company, April 1995 until August 1997. (1) UNLESS OTHERWISE INDICATED, THE BUSINESS ADDRESS OF EACH LISTED PERSON IS 605 THIRD AVENUE, NEW YORK, NEW YORK 10158. (2) EXCEPT AS OTHERWISE INDICATED, EACH INDIVIDUAL HAS HELD THE POSITIONS SHOWN FOR AT LEAST THE LAST FIVE YEARS. - 33 - * INDICATES A TRUSTEE WHO IS AN "INTERESTED PERSON" OF EACH TRUST WITHIN THE MEANING OF THE 1940 ACT. MESSRS. KASSEN AND SUNDMAN ARE INTERESTED PERSONS BY VIRTUE OF THE FACT THAT THEY ARE OFFICERS AND/OR DIRECTORS OF NB MANAGEMENT AND EXECUTIVE VICE PRESIDENTS OF NEUBERGER BERMAN. MR. O'BRIEN IS AN INTERESTED PERSON BY VIRTUE OF THE FACT THAT HE IS A DIRECTOR OF LEGG MASON, INC., A WHOLLY OWNED SUBSIDIARY OF WHICH, FROM TIME TO TIME, SERVES AS A BROKER OR DEALER TO THE PORTFOLIOS AND OTHER FUNDS FOR WHICH NB MANAGEMENT SERVES AS INVESTMENT MANAGER. The current Boards of Trustees of the funds are responsible for general oversight of the funds' business and operations. The 1940 Act and SEC rules assign to the Boards or to the Independent Trustees responsibility to consider and decide certain issues, including some in which the funds' interests may not be the same as those of management. The Boards of the funds in the Neuberger Berman family follow certain policies and practices intended to enhance the independence and effectiveness of the Independent Trustees. These include separate meetings of the Independent Trustees with counsel of their own choosing; a Nominating Committee composed entirely of Independent Trustees, which is responsible for identifying, screening, and naming candidates for the Board and Board committees and administering the Board's retirement policy; an Audit Committee composed entirely of Independent Trustees, which operates under a written charter and meets with each fund's independent auditors or accountants outside the presence of management; and a policy that compensation for serving as Independent Trustee must be set by the Independent Trustees. The Boards of Trustees of Equity Funds, Equity Trust, and Equity Assets each met 6 times and Equity Series met 4 times during the fiscal year ended August 31, 1999. The Boards of Trustees of Income Funds and Income Trust each met 4 times during the fiscal year ended October 31, 1999. All of the Trustees of each fund standing as nominees for election attended 75% or more of the board meetings during each fund's last fiscal year. The following Trustees currently serve on the Audit Committee of the Boards of Trustees of Equity Funds, Equity Trust, Equity Assets and Equity Series: Howard A. Mileaf (Chairman), Cornelius T. Ryan, and Gustave H. Shubert. The following Trustees currently serve on the Audit Committee of the Boards of Trustees of Income Funds and Income Trust: William E. Rulon (Chairman), John Cannon and Barry Hirsch. The principal duties of the Audit Committees are: (a) to review the financial and accounting policies of the funds, including internal accounting control procedures, and to review reports prepared by the funds' independent auditors and accountants, including reports on the funds' financial statements; (b) to evaluate the independence of the independent auditors or accountants and to recommend whether to retain such independent auditors or accountants for the next fiscal year; (c) to review and recommend approval or disapproval of audit and non-audit services and the fees charged for such services; and (d) to report to the Board and make such recommendations as it deems necessary. The Audit Committee of Equity Funds, Equity Trust, Equity Assets and Equity Series met one time during the fiscal year ended August 31, 1999. Each member of the Audit Committee attended that meeting. The Audit Committee of Income Funds and Income Trust met one time during the fiscal year ended October 31, 1999. Each member of the Audit Committee attended that meeting. The following Trustees currently serve on the Nominating Committee of the Boards of Trustees of Equity Funds, Equity Trust, Equity Assets and Equity Series: Cornelius T. Ryan (Chairman), John T. Patterson, Jr., and John P. Rosenthal. The following Trustees currently serve on the Nominating Committee of the Boards of Trustees of Income Funds and Income Trust: Candace L. Straight - 34 - (Chair) and Barry Hirsch. The Nominating Committees search for and interview trustee candidates for recommendation to the Boards. The Nominating Committee will consider nominees for trustee positions that are recommended by shareholders. Resumes and supporting information should be sent to the attention of Claudia Brandon, Secretary to the funds, in care of Neuberger Berman, LLC, 605 Third Avenue, 41st Floor, New York, NY 10158-3698. The Nominating Committee of Equity Funds, Equity Trust, Equity Assets and Equity Series met one time during the fiscal year ended August 31, 1999. Each member of the Nominating Committee attended that meeting. The Nominating Committee of Income Funds and Income Trust met one time during the fiscal year ended October 31, 1999. Each member of the Nominating Committee attended that meeting. Each Independent Trustee employed by NBMI or Neuberger Berman receives $32,000 annually and up to $3,750 for each Board meeting and $750 for each separate meeting of a Board committee. The preceding amounts and those in the following tables represent historical compensation. The Independent Trustees are considering whether an increase in the amount of compensation, and a change in the method of calculation, would be appropriate in light of the reorganization of the boards and the funds. They have retained an independent consultant to advise them. Trustees of the Trust who are employed by NBMI or Neuberger Berman receive no compensation from the Trust. Trustees are reimbursed for any expenses incurred in attending meetings. The Nominating Committee will consider nominees for trustee positions that are recommended by shareholders. Resumes and supporting information should be sent to the attention of Claudia Brandon, Secretary to the funds, in care of Neuberger Berman, LLC, 605 Third Avenue, 41st Floor, New York, New York, 10158-3698. The retirement policy with respect to the Equity Trustees is determined on a case-by-case basis. Each Income Trustee will be subject to retirement at the end of the year in which he or she becomes 75 years old. The following table sets forth information concerning the compensation of the Trustees of the funds. None of the Neuberger Berman Funds has any retirement plan for its trustees. COMPENSATION TABLE FISCAL YEAR ENDED AUGUST 31, 1999 NEUBERGER BERMAN EQUITY GROUP OF FUNDS

Aggregate Aggregate Aggregate Aggregate Total Compensation from Compensation Compensation Compensation Compensation Investment Companies in NAME AND POSITION from Neuberger from Neuberger from Neuberger from Neuberger the Neuberger Berman Fund ----------------- Berman Berman Berman Berman COMPLEX PAID TO TRUSTEES** EQUITY FUNDS EQUITY ASSETS EQUITY SERIES EQUITY TRUST -------------------------- ------------ ------------- ------------- ------------ Faith Colish $18,571 $276 $31 $6,354 $83,500 Trustee Stanley Egener* $0 $0 $0 $0 $0 Chairman of the Board, Chief Executive Officer, and Trustee Howard A. Mileaf $19,402 $283 $31 $6,641 $56,250 Trustee Edward I. O'Brien $20,038 $296 $31 $6,868 $53,750 Trustee John T. Patterson, $20,310 $301 $31 $6,966 $58,500 Jr. Trustee John P. Rosenthal $19,398 $286 $31 $6,643 $56,250 Trustee Cornelius T. Ryan $16,740 $255 $31 $5,707 $44,750 Trustee Gustave H. Shubert $19,220 $281 $31 $6,576 $51,500 Trustee - 35 - Aggregate Aggregate Aggregate Aggregate Total Compensation from Compensation Compensation Compensation Compensation Investment Companies in Name and Position from Neuberger from Neuberger from Neuberger from Neuberger the Neuberger Berman Fund ----------------- Berman Berman Berman Berman Complex Paid to Trustees** Equity Funds Equity AssetS Equity Series Equity Trust -------------------------- ------------ ------------- ------------- ------------ Lawrence Zicklin* $0 $0 $0 $0 $0 President and Trustee

*Retired, October 27, 1999 **No fund within the complex has a bonus, pension, profit sharing or retirement plan.

COMPENSATION TABLE FISCAL YEAR ENDED OCTOBER 31, 1999 NEUBERGER BERMAN INCOME GROUP OF FUNDS Aggregate Aggregate Total Compensation from Trusts Name and Position Compensation from Compensation from in the Neuberger Berman Fund with the Trust Income Funds Income Trust Complex Paid to Trustees** --------------- ------------ ------------ ------------------------ John Cannon $24,579 $671 $52,000 Trustee (1 other investment company) Stanley Egener* $0 $0 $0 Chairman of the Board, (9 other investment companies) Chief Executive Officer, and Trustee Theodore P. Giuliano $0 $0 $0 President and Trustee (1 other investment company) Barry Hirsch $23,978 $647 $49,250 Trustee (1 other investment company) Robert A. Kavesh $24,215 $660 $51,250 Trustee (1 other investment company) William E. Rulon $23,244 $631 $47,750 Trustee (1 other investment company) Candace L. Straight $23,978 $647 $51,500 Trustee (1 other investment company)

* Retired, December 16, 1999. **No fund within the complex has a bonus, pension, profit sharing or retirement plan. - 36 - REQUIRED VOTE The election of each Trustee requires approval by a plurality of the votes cast at the Meeting on the matter. THE BOARDS OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR" EACH NOMINEE IN PROPOSAL 1. If the Reorganization is not approved, or is approved but not implemented (see Proposal 4), so that the funds continue in a two-level master-feeder structure, a vote for a Trustee candidate will be considered authorization for your Trust to vote for that same candidate as a member of the Board of Trustees of the master fund. PROPOSAL 2. MODIFICATION OF FUNDAMENTAL RESTRICTION ON PORTFOLIO DIVERSIFICATION (ALL FUNDS) The Boards of Trustees of the funds have approved a change to the fundamental investment limitations of each fund regarding diversification. The Boards and NB Management believe that the proposed change will provide the funds with greater flexibility to respond to certain present and future investment opportunities. As discussed below, these fundamental restrictions, in their current form, impede the funds' use of certain portfolio management techniques that are now used by other mutual funds. Because the policies in question are fundamental, the changes require shareholder approval before they can be implemented. The existing fundamental restriction on issuer diversification would be changed by adding the underlined portion: DIVERSIFICATION. The Fund may not, with respect to 75% of the value of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, OR SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES) if, as a result, (i) more than 5% of the value of the Fund's total assets would be invested in the securities of that issuer or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The 1940 Act requires all mutual funds to state whether they are "diversified" or "non-diversified." Each of the Neuberger Berman funds is a diversified fund and, accordingly, must restrict the percentage of its assets that can be invested in any one issuer. Diversified funds are generally safer, because the risk is spread over a larger number of issuers. However, any investment in a mutual fund, diversified or non-diversified, involves risk, including the risk that you could lose money. The 1940 Act permits a fund, in counting the percentage of its assets invested in various issuers for diversity purposes, to disregard investments in U.S. Government securities or securities issued by other investment companies. The current diversification policies of the funds do not take full advantage of this provision. Specifically, they do not reflect the exception for investments in securities of other investment companies. - 37 - The proposed modification would add the exemption for investments in securities of other investment companies. Among other things, this would allow the funds' greater flexibility in managing uninvested cash. Like many other fund groups, the funds have requested permission from the Securities Exchange Commission ("SEC") to invest their uninvested cash in the Neuberger Berman Institutional Cash Trust, a registered money market fund, as a means of obtaining more efficient and effective management of the funds' uninvested cash. The proposed change would provide the funds with greater flexibility to use this investment technique should the SEC grant the funds' request.1 Although the funds would pay no more in advisory fees to secure this service than they pay now, the funds may pay an additional fee on their investment in the underlying fund, Neuberger Berman Institutional Cash Trust. Institutional Cash Trust pays an administrative fee of 15 basis points. No fund will be allowed to invest more than 25% of its net assets in Institutional Cash Trust. Accordingly, the administration fee will not add more than 3.75 basis points to the expense ratio of any investing fund, and will typically add considerably less than that. REQUIRED VOTE Approval of the change contemplated by Proposal 2 with respect to a fund requires the affirmative vote of a "majority of the outstanding voting securities" of that fund, which for this purpose means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the fund or (2) 67% or more of the shares of the fund present at the Meeting if more than 50% of the outstanding shares of the fund are represented at the Meeting in person or by proxy. If Proposal 4 for conversion to a multi-class system is not approved, but the change to the diversification policy presented in this Proposal 2 is approved, such approval would be deemed a change of policy for the respective feeder fund, plus authority for that fund to cast its vote in favor of an identical change to the policies of the master fund in which it invests. If the change contemplated by Proposal 2 is not approved by shareholders of a fund, the existing fundamental restriction of the fund will continue in effect for that fund as long as it remains a separate fund. If the Reorganization is approved, then each fund will take on the investment policies of the feeder fund of which it is a class. Disapproval of Proposal 2 by the shareholders of one fund will not affect approvals of Proposal 2 by shareholders of any other fund. THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THE MODIFICATION OF THE FUNDAMENTAL RESTRICTION ON PORTFOLIO DIVERSIFICATION. PROPOSAL 3. SELECTION OF INDEPENDENT AUDITORS OR ACCOUNTANTS (ALL FUNDS) The Boards of Trustees of the funds and the master funds in which they invest, including all of the Independent Trustees, have selected Ernst & Young LLP to continue to serve as the independent auditors of each of the funds and their corresponding master funds, except the Neuberger Berman Century Funds, -------------------- 1 Section 12(d)(1) of the 1940 Act contains other limitations on the extent to which one investment company can invest in another. Specifically, one fund cannot purchase more than 3% of the outstanding voting securities of another fund, may not invest more than 5% of its total assets in the other fund, and may not invest more than 10% of its total assets in the securities of all investment companies combined. Through their exemptive application to permit joint cash management, the funds have asked for relief from these limits. There is no guarantee that the funds will be granted the exemption. - 38 - Manhattan funds, Millennium funds, Regency funds, Socially Responsive funds, Technology Funds and Neuberger Berman International Portfolio, a master fund that is a series of Global Managers Trust. Ernst & Young LLP has no direct financial interest or material indirect financial interest in these funds. The Board of Trustees has selected Ernst & Young (Cayman Islands Office) to serve as the independent auditor of NB International Portfolio. Ernst & Young has no direct financial or material indirect financial interest in NB International Portfolio. The Boards of Trustees of the funds and the master funds in which they invest, including all of the Independent Trustees, have selected PricewaterhouseCoopers LLP to continue to serve as independent accountants of the Neuberger Berman Century funds, Manhattan funds, the Millennium funds, Regency funds, Socially Responsive funds and Technology funds. PricewaterhouseCoopers LLP has no direct financial interest or material indirect financial interest in these funds. Representatives of Ernst & Young LLP and PricewaterhouseCoopers LLP are not expected to attend the Meeting, but have been given the opportunity to make a statement if they so desire, and will be available should any matter arise requiring their attention. The independent auditors and accountants examine annual financial statements for each fund and provide other audit and tax-related services. In recommending the selection of Ernst & Young LLP and PricewaterhouseCoopers LLP, the Boards reviewed the nature and scope of the services to be provided (including any non-audit services) and whether the performance of any non-audit services would affect the auditors' or accountants' independence. As described under Proposal 4, if the shareholders of a fund approve the Agreement and Plan of Reorganization involving that fund (Proposal 4), they will become holders of shares of the Trust Class, Assets Class or Fund Class of Equity Funds or Income Funds (Genesis Institutional will have a separate, fourth class). The Boards of Trustees of Equity Funds and Income Funds have also recommended the selection of Ernst & Young LLP and PricewaterhouseCoopers LLP as independent auditors and accountants of those series of Equity Funds and Income Funds corresponding to the funds mentioned above. Therefore, immediately after the Reorganization, the same independent auditors or accountants will serve your fund (in which you will hold shares in the Trust Class, Assets Class or Fund Class, or for Genesis Institutional, Institutional Class) that served the fund in which you held shares prior to the Reorganization. REQUIRED VOTE Approval of Proposal 3 with respect to each fund requires the affirmative vote of a "majority of the outstanding voting securities" of that fund, which for this purpose means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the fund or (2) 67% or more of the shares of the fund present at the Meeting if more than 50% of the outstanding shares of the fund are represented at the Meeting in person or by proxy. If Proposal 4 for conversion to a multi-class system is not approved, but Proposal 3 is approved, such approval would be considered as a ratification of the auditors and/or accountants mentioned above with respect to the funds and their corresponding master funds. THE BOARDS OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND THAT YOU VOTE TO RATIFY THEIR SELECTION OF THE FUNDS' INDEPENDENT AUDITORS/ACCOUNTANTS. - 39 - PROPOSAL 4. APPROVAL OF THE PROPOSED REORGANIZATION (SHAREHOLDERS OF EQUITY ASSETS, EQUITY SERIES, EQUITY TRUST, AND INCOME TRUST) At the Meeting, shareholders of Neuberger Berman Equity Trust, Neuberger Berman Equity Assets, Neuberger Berman Equity Series, and Neuberger Berman Income Trust will be asked to approve the proposed Reorganizations. Because Neuberger Berman Equity Funds and Income Funds will survive the proposed Reorganizations, Equity Funds and Income Funds shareholders are not being asked to vote. As indicated in the diagram below, Neuberger Berman currently sells series of four equity feeder funds, called Neuberger Berman Equity Funds, Neuberger Berman Equity Trust, Neuberger Berman Equity Assets and Neuberger Berman Equity Series. Each feeder fund invests in a series of one of two master funds, called Equity Managers Trust and Global Managers Trust. If the Reorganizations involving these feeder funds are approved, the series of three of them will transfer their assets and liabilities to the corresponding series of the fourth feeder fund. That is, if these Reorganizations are approved, Equity Trust, Equity Assets, and Equity Series will each transfer its assets to Equity Funds, in return for shares of a new class of Equity Funds equal in value to the net assets of the old feeder fund. (See diagram below.) The old feeder funds will then distribute to their investors the Equity Funds shares they have received, making those investors shareholders of Equity Funds, and the old feeder funds (other than Equity Funds) will dissolve. Equity Funds will then receive from Equity Managers Trust and Global Managers Trust the entire portfolio of marketable securities and other assets, and the two master funds will dissolve. Thus, Equity Funds will no longer operate as a feeder fund investing in a master fund. Instead, it will own directly the securities formerly held in the master funds. Investors will hold shares of various classes of Equity Funds, and the funds will invest directly in securities rather than in the master funds. NEUBERGER BERMAN EQUITY FUNDS NB EQUITY NB EQUITY NB EQUITY NB EQUITY Fund Class New Classes Trust Class of NB Assets Class Equity Funds Series Class As shown in the diagram below, Neuberger Berman currently sells two income feeder funds, known as Neuberger Berman Income Funds and Neuberger Berman Income Trust, which invest in a master fund called Income Managers Trust. They will reorganize into a single fund by the same process described above for the equity funds. However, in the case of the Income funds, there are only two feeder funds, and the surviving fund will have only two classes. NEUBERGER BERMAN INCOME FUNDS NB Income NB Income Trust Funds Trust Funds Class New Classes of NB Trust Class Equity Funds Immediately after the Reorganization, you will hold the same number of shares, with the same dollar value, as you held immediately before the Reorganization, and the portfolio of market securities and other assets in which you're invested will be unchanged. The following diagram illustrates the organization of the funds before and after the Reorganization. - 40 - BEFORE REORGANIZATION* AFTER REORGANIZATION* (TWO-TIERED MASTER/FEEDER STRUCTURE) (ONE-TIERED MULTI-CLASS STRUCTURE) ----------------------------------- --------------------------------- SHAREHOLDERS SHAREHOLDERS OWN SHARES OF OWN SHARES OF FEEDER FUND FUND (WITH SEPARATE CLASSES) WHICH INVESTS IN WHICH INVESTS IN MASTER FUND STOCKS, BONDS AND OTHER SECURITIES WHICH INVESTS IN STOCKS, BONDS AND OTHER SECURITIES WHAT ARE THE REASONS FOR THE PROPOSED REORGANIZATION? The reorganization is being proposed because the Boards and NBMI each believe that eliminating the master-feeder structure and reorganizing into a multi-class structure would simplify the operations of the funds and, consequently, may result in some reduction in each fund's operating expenses. For example, the number equity funds for which annual tax filings are made would be reduced from 41 to 11, and separate audits of the master funds would no longer be necessary. Over time, the funds may benefit from the fewer number of required filings with the SEC and other legal and administrative cost savings. Some of the cost savings will benefit NBMI, through its contractual agreements with the funds to limit the funds' total annual operating expenses. When the Boards of Trustees of the funds approved the master-feeder structure and proposed that shareholders approve the structure back in 1993, they believed that this form of organization would achieve certain efficiencies of operation and economies of scale. To a great extent, these have been realized. However, regulatory developments have occurred since 1993 that enable mutual fund complexes to achieve most of these benefits more easily, and at lower overall cost, by establishing multiple classes of shares. In addition, the master-feeder structure was to be used as a means of increasing fund assets by setting up "private label" funds for other firms and selling fund shares to foreign investors. However, NBMI found that third parties did not indicate the interest that was anticipated in the private label funds and use of offshore feeder funds was negatively impacted by regulatory resistance in certain foreign countries. For these reasons, th Boards have determined that it would be in the best interests of each fund and its shareholders to operate each fund in the single-level, multi-class structure that has become increasingly favored by the mutual fund industry. In addition, NBMI, which serves as each fund's principal underwriter, has advised the Boards that investors are more familiar with the more common multi-class structure than they are with the master-feeder structure. Accordingly, the Reorganization should make it easier to market the funds. While NBMI would be one beneficiary of such a development, fund shareholders would also benefit, because increased assets typically result in economies that produce a lower expense ratio for all investors. The Board of each fund has determined that it would be in the best interests of that fund and its shareholders to operate the fund in the single level, multi-class structure that has become increasingly favored by the mutual fund industry. - 41 - DESCRIPTION OF THE REORGANIZATION PLAN The terms and conditions under which the Reorganization would be completed are set forth in the Reorganization Plan. The following is a summary of the Reorganization Plan and is qualified in its entirety by reference to the Reorganization Plan, the form of which is attached as Appendix A. The Reorganization Plan provides for the completion of the Reorganization in several steps: First, each series of Neuberger Berman Equity Trust, Equity Assets and Equity Series will transfer its assets (which consist primarily of its interest in the underlying master fund) to the corresponding series of Equity Funds, in exchange solely for (1) shares of the Trust Class, Asset Class, or Institutional Class of that corresponding series identical in number and value to the transferor series's shares held by its shareholders and (2) the corresponding series's assumption of the transferring series's liabilities. Each series of Neuberger Berman Income Trust will transfer its assets (which consist primarily of its interest in the underlying master fund) to the corresponding series of Income Funds, in exchange solely for (1) shares of the Trust Class of that corresponding series identical in number and value to the fund shares held by its shareholders and (2) the corresponding series's assumption of the transferring series's liabilities. Second, each fund will distribute the Trust Class, Asset Class or Institutional Class shares it receives to its shareholders, and will dissolve. For example, if you own shares of Neuberger Berman Guardian Trust (a series of Equity Trust), you would receive in exchange an equal amount of Trust Class shares of Neuberger Berman Guardian Fund, which is the corresponding series of Equity Funds. If you own shares of Neuberger Berman Limited Maturity Bond Trust, you would receive in exchange an equal amount of Trust Class shares of Neuberger Berman Limited Maturity Bond Fund, which is the corresponding series of Income Funds. Third, each series of Equity Funds and Income Funds will withdraw its investment in its corresponding master fund. Each master fund will dissolve and distribute its assets in kind (i.e., in the form of stocks, bonds, and other investments held by the master fund, as well as any cash) to each corresponding series of Equity Funds and Income Funds. Finally, NBMI will enter into investment management agreements with Equity Funds and Income Funds with provisions identical in all material respects to those of its current investment management agreements with the master fund. (If your Fund currently has or approves a Distribution and Shareholder Servicing Plan, your class of shares will also have such a plan identical in every material respect.) The completion of each Reorganization is subject to various conditions, including approval of this Proposal by the shareholders of the participating transferor fund, completion of all filings with, and receipt of all necessary approvals from, the SEC, delivery of legal opinions regarding the federal tax consequences of the Reorganization, and other customary corporate and securities matters. - 42 - The Reorganization Plan for a fund may be terminated at any time prior to closing if the Board of Trustees of either that fund or the surviving fund determines in good faith that the Reorganization is not in the best interests of the shareholders. FEDERAL TAX CONSEQUENCES OF THE REORGANIZATION It is a condition to the consummation of the transactions described in each Reorganization Plan, that each Trust that is a party thereto must have obtained an opinion of Kirkpatrick & Lockhart LLP, legal counsel to the Trusts, substantially to the effect that the Reorganization will qualify as a tax-free reorganization within the meaning of section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, no gain or loss will be recognized by any fund or its shareholders. The Tax Opinion may state that no opinion is expressed as to the effect of the Reorganization on the funds or any shareholder with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. NBMI intends to recommend to the Board of Trustees of Neuberger Berman Equity Assets that Socially Responsive Assets be dissolved prior to Reorganization. SUMMARY: COMPARISON OF THE FEEDER FUNDS AND THE CLASSES Equity Funds and Income Funds were organized in December 1992 as business trusts under the laws of the State of Delaware. Equity Funds is comprised of eleven diversified series, and Income Funds is comprised of seven diversified series (the "Portfolios"). If the Reorganization is approved, the Portfolios of Equity Funds will have three classes of shares: Trust Class, Assets Class and Fund Class. (Some of the Portfolios will have only Trust and Fund Class shares. Genesis Portfolio will have a fourth class, Institutional Class, because there are four Genesis feeder funds.) The Portfolios of Income Funds will have two classes of shares: Trust Class and Fund Class (only the Institutional Cash series and Limited Maturity Bond series have both Trust and Fund Classes). If the Reorganization is completed, shareholders of each fund will become holders of the Trust Class, Assets Class, Fund Class or Institutional Class shares of the Portfolio that has the same investment program as the fund currently held by that shareholder. The net asset value of the shares in a Portfolio class held by a shareholder immediately after the Reorganization will be the same as the net asset value of the shares of the corresponding fund held by the shareholder immediately prior to the Reorganization. A brief comparison of the funds with the new Portfolios is set forth below: INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS The investment objectives, policies and restrictions under which the assets of the funds presently are managed will not be affected by the proposed Reorganization except that (1) rather than investing all of its net investable assets in a corresponding master fund, each fund will seek to achieve the same investment objectives by engaging NBMI as its investment adviser to directly manage its assets; and (2) if approved by the shareholders of the corresponding series of Equity Funds and Income Funds, the series will have a slightly more flexible diversification policy, as described in Proposal 2. The investment objectives, policies and restrictions of the Portfolios will otherwise be the same as those in effect for the funds and the master funds immediately prior to the Reorganization. - 43 - Investment Manager ------------------ NBMI currently manages the assets of each fund indirectly, by virtue of the fact that it manages the assets of the corresponding master fund in which the fund invests. Since the funds currently invest their assets only through the corresponding master funds, they do not engage NBMI or any other investment manager directly. Upon completion of the Reorganization, Equity Funds and Income Funds will enter into new investment advisory agreements with NBMI on behalf of each Portfolio, on terms and conditions substantially identical to the terms and conditions of the current investment management agreement between NBMI and the master funds. Neuberger Berman, LLC ("Neuberger Berman"), an affiliate of NBMI registered as an investment adviser and broker-dealer, also provides services to each master fund pursuant to a sub-advisory agreement between NBMI and Neuberger Berman. It would provide such services to each Portfolio of Equity Funds and Income Funds following the Reorganization. In each case, it is anticipated that the same individuals would provide these services, and each series of Equity Funds and Income Funds would pay fees at the same rate provided for in the current agreements. Accordingly, there will be no shareholder vote on the new agreement. In summary, NBMI and Neuberger Berman currently manage the assets of the funds indirectly, by virtue of the funds' investment in the master funds. After the Reorganization, NBMI and Neuberger Berman will manage the assets of each Portfolio directly, according to the same investment program that they employed for the master funds. Administrative Services ----------------------- NBMI serves as administrator of each fund, pursuant to an administration agreement with each fund, and is responsible for performing all administrative services required for the daily business operations of the funds. Each of Equity Trust, Equity Assets, Equity Series and Income Trust has an administration agreement with NBMI on behalf of its series. After the Reorganization, the administration agreements with Equity Funds and Income Funds will be amended to incorporate the multi-class structure of the series, but will otherwise be on terms and conditions substantially identical to those applicable to the funds immediately prior to the Reorganization. Distributor, Transfer Agent and Custodian ----------------------------------------- NBMI serves as the principal underwriter for the funds pursuant to distribution agreements with the funds. State Street Bank and Trust Company serves as the transfer agent and custodian for the funds pursuant to transfer agency and custodian agreements with the funds. After the Reorganization, those agreements with Equity Funds and Income Funds will be amended to incorporate the multi-class structure of the Portfolios, but will otherwise be on terms and conditions substantially identical to those applicable to the funds immediately prior to the Reorganization. - 44 - Pro Forma Expenses ------------------ The following tables show the current fees and expenses for each fund, and what the expenses are expected to be after the proposed Reorganization. INFORMATION PRESENTED IN THE AS REPORTED COLUMN INCLUDES AN ALLOCATION OF EXPENSES FROM THE MASTERFUNDS, WHICH WOULD BE BORNE BY THE RESPECTIVE FUNDS IF THE PROPOSED REORGANIZATION IS APPROVED. CENTURY FUND FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY FUNDS- CENTURY FUND- FUND CENTURY FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.81 0.81 Plus: Distribution fees none none Other expenses** 0.99 0.99 ---- ---- Equals: Total annual operating expenses 1.80 1.80 Expense Minus: reimbursement 0.30 0.30 ---- ---- Equals: Net expenses 1.50 1.50

* Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/02, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The fund has agreed to repay Neuberger Berman Management for expenses reimbursed to the fund provided that repayment does not cause the fund's annual operating expenses to exceed 1.50% of its average net assets. Any such repayment must be made within three years after the year in which Neuberger Berman Management incurred the expense. The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Other expenses are based on estimated amounts for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $153 $474 $818 $1791 EXPENSES- PRO FORMA $153 $474 $818 $1791 45 CENTURY TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA CENTURY TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.95 0.95 Plus: Distribution fees 0.10 0.10 Other expenses** 0.80 0.80 ---- ---- Equals: Total annual operating expenses 1.85 1.85 Minus: Expense reimbursement 0.35 0.35 ---- ---- Equals: Net expenses 1.50 1.50

* Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/02, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The fund has agreed to repay Neuberger Berman Management for expenses reimbursed to the fund provided that repayment does not cause the fund's annual operating expenses to exceed 1.50% of its average net assets. Any such repayment must be made within three years after the year in which Neuberger Berman Management incurred the expense. The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Other expenses are based on estimated amounts for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $153 $474 $818 $1791 EXPENSES- PRO FORMA $153 $474 $818 $1791 46 FOCUS FUND FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY FUNDS- FOCUS FUND- FUND FOCUS FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.75 0.75 Plus: Distribution fees none none Other expenses 0.10 0.10 ---- ---- Equals: Total annual operating expenses 0.85 0.85

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $87 $271 $471 $1049 EXPENSES- PRO FORMA $87 $271 $471 $1049 47 FOCUS TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY TRUST- FOCUS FUND- TRUST FOCUS TRUST CLASS Shareholder fees Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.89 0.89 Plus: Distribution fees 0.10 0.10 Other expenses 0.09 0.09 ---- ---- Equals: Total annual operating expenses 1.08 1.08

* Neuberger Berman Management reimburses certain expenses of the fund so that its total annual operating expenses are not more than 0.20% above those of another Neuberger Berman fund that invests in the same portfolio of securities. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. Under this arrangement, which Neuberger Berman Management can terminate upon sixty days' notice to the fund, total annual operating expenses of the fund last year were limited to 0.95% of the fund's average net assets. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED** $110 $343 $595 $1317 EXPENSES- PRO FORMA ** $110 $343 $595 $1317 **UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE $97, $303, $525, AND $1166, RESPECTIVELY; OR $97, $303, $525, AND $1166, RESPECTIVELY, AFTER THE PROPOSED REORGANIZATION. 48 FOCUS ASSETS FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY ASSETS- FOCUS FUND- ASSETS FOCUS ASSETS CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.89 0.89 Plus: Distribution fees 0.25 0.25 Other expenses 5.94 5.94 ---- ---- Total annual operating Equals: expenses 7.08 7.08 Expense Minus: reimbursement** 5.58 5.58 ---- ---- Equals: Net expenses 1.50 1.50

* The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/10, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $153 $474 $818 $1791 EXPENSES- PRO FORMA $153 $474 $818 $1791 49 GENESIS FUND FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY FUNDS- GENESIS FUND- FUND GENESIS FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.98 0.98 Plus: Distribution fees none none Other expenses 0.19 0.19 ---- ---- Total annual operating Equals: expenses 1.17 1.17

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $119 $372 $644 $1420 EXPENSES- PRO FORMA $119 $372 $644 $1420 50 GENESIS TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY TRUST- GENESIS FUND- TRUST GENESIS TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 1.12 1.12 Plus: Distribution fees none none Other expenses 0.11 0.11 ---- ---- Total annual operating Equals: expenses 1.23 1.23

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $125 $390 $676 $1489 EXPENSES- PRO FORMA $125 $390 $676 $1489 51 GENESIS ASSETS FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY ASSETS- GENESIS FUND-ASSETS GENESIS ASSETS CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 1.12 1.12 Plus: Distribution fees 0.25 0.25 Other expenses 0.26 0.26 ---- ---- Total annual operating Equals: expenses 1.63 1.63 Expense Minus: reimbursement** 0.13 0.13 ---- ---- Equals: Net expenses 1.50 1.50

* The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/10, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $153 $474 $818 $1791 EXPENSES- PRO FORMA $153 $474 $818 $1791 52 GENESIS INSTITUTIONAL FEE TABLE

(UNAUDITED) AS REPORTED EQUITY SERIES- PRO FORMA GENESIS GENESIS FUND- INSTITUTIONAL INSTITUTIONAL CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.87 0.87 Plus: Distribution fees none none Other expenses** 0.28 0.28 ---- ---- Total annual operating Equals: expenses 1.15 1.15 Expense Minus: reimbursement 0.30 0.30 ---- ---- Equals: Net expenses 0.85 0.85

* Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/02, so that the total annual operating expenses of the fund are limited to 0.85% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Other expenses are based on estimated amounts for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $87 $271 $471 $1049 EXPENSES- PRO FORMA $87 $271 $471 $1049 53 GUARDIAN FUND FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY FUNDS- GUARDIAN FUND- FUND GUARDIAN FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.70 0.70 Plus: Distribution fees none none Other expenses 0.12 0.12 ---- ---- Total annual operating Equals: expenses 0.82 0.82

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $84 $262 $455 $1014 EXPENSES- PRO FORMA $84 $262 $455 $1014 54 GUARDIAN TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY TRUST- GUARDIAN FUND- TRUST GUARDIAN TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.84 0.84 Plus: Distribution fees none none Other expenses 0.04 0.04 ---- ---- Total annual operating Equals: expenses 0.88 0.88

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $90 $281 $488 $1084 EXPENSES- PRO FORMA $90 $281 $488 $1084 55 GUARDIAN ASSETS FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY ASSETS- GUARDIAN FUND- ASSETS GUARDIAN ASSETS CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.84 0.84 Plus: Distribution fees 0.25 0.25 Other expenses 0.47 0.47 ---- ---- Total annual operating Equals: expenses 1.56 1.56 Expense Minus: reimbursement** 0.06 0.06 ---- ---- Equals: Net expenses 1.50 1.50

* The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/10, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $153 $474 $818 $1791 EXPENSES- PRO FORMA $153 $474 $818 $1791 56 INTERNATIONAL FUND FEE TABLE

(UNAUDITED) AS REPORTED EQUITY FUNDS- PRO FORMA INTERNATIONAL INTERNATIONAL FUND- FUND FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 1.11 1.11 Plus: Distribution fees none none Other expenses 0.48 0.48 ---- ---- Total annual operating Equals: expenses 1.59 1.59

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $162 $502 $866 $1889 EXPENSES- PRO FORMA $162 $502 $866 $1889 57 INTERNATIONAL TRUST FEE TABLE

(UNAUDITED) AS REPORTED EQUITY TRUST- PRO FORMA INTERNATIONAL INTERNATIONAL FUND- TRUST TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 1.25 1.25 Plus: Distribution fees none none Other expenses 4.73 4.73 ---- ---- Total annual operating Equals: expenses 5.98 5.98

* Neuberger Berman Management reimburses certain expenses of the fund so that its total annual operating expenses are not more than 0.10% above those of another Neuberger Berman fund that invests in the same portfolio of securities but not to exceed 1.70% of average net assets. This arrangement can be terminated upon sixty days' notice to the fund. In addition, the arrangement does not cover interest, taxes, brokerage commissions and extraordinary expenses. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED** $595 $1768 $2918 $5695 EXPENSES- PRO FORMA ** $595 $1768 $2918 $5695 ** UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE $173, $536, $923, AND $2009, RESPECTIVELY; OR $173, $536, $923, AND $2009, RESPECTIVELY AFTER THE PROPOSED REORGANIZATION. 58 MANHATTAN FUND FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY FUNDS- MANHATTAN FUND- MANHATTAN FUND FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.79 0.79 Plus: Distribution fees none none Other expenses 0.21 0.21 ---- ---- Total annual operating Equals: expenses 1.00 1.00

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $102 $318 $552 $1225 EXPENSES- PRO FORMA $102 $318 $552 $1225 59 MANHATTAN TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY TRUST- MANHATTAN FUND- MANHATTAN TRUST TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.93 0.93 Plus: Distribution fees none none Other expenses 0.25 0.25 ---- ---- Total annual operating Equals: expenses 1.18 1.18

* Neuberger Berman Management reimburses certain expenses of the fund so that its total annual operating expenses are not more than 0.10% above those of another Neuberger Berman fund that invests in the same portfolio of securities. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. Under this arrangement, which Neuberger Berman Management can terminate upon sixty days' notice to the fund, total annual operating expenses of the fund last year were limited to 1.11% of the fund's average net assets. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED** $120 $375 $649 $1432 EXPENSES- PRO FORMA ** $120 $375 $649 $1432 ** UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE $113, $353, $612, AND $1352, RESPECTIVELY; OR $113, $353, $612, AND $1352, RESPECTIVELY, AFTER THE PROPOSED REORGANIZATION. 60 MANHATTAN ASSETS FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY ASSETS- MANHATTAN FUND- MANHATTAN ASSETS ASSETS CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.93 0.93 Plus: Distribution fees 0.25 0.25 Other expenses 18.81 18.81 ----- ----- Total annual operating Equals: expenses 19.99 19.99 Expense Minus: reimbursement** 18.49 18.49 ----- ----- Equals: Net expenses 1.50 1.50

* The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/10, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $153 $474 $818 $1791 EXPENSES- PRO FORMA $153 $474 $818 $1791 61 MILLENNIUM FUND FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY FUNDS- MILLENNIUM FUND- MILLENNIUM FUND FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 1.11 1.11 Plus: Distribution fees none none Other expenses 1.02 1.02 ---- ---- Total annual operating Equals: expenses 2.13 2.13

* Neuberger Berman Management reimburses certain expenses of the fund so that the total annual operating expenses of the fund are limited to 1.75% of average net assets. This arrangement can be terminated upon sixty days' notice to the fund. In addition, the arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The fund has agreed to repay Neuberger Berman Management through 12/31/00 for expenses reimbursed to the fund through 12/31/99 provided that repayment does not cause the fund's annual operating expenses to exceed 1.75% of its average net assets. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED** $216 $667 $1144 $2462 EXPENSES- PRO FORMA ** $216 $667 $1144 $2462 ** UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE $178, $551, $949, AND $2062, RESPECTIVELY; OR $178, $551, $949, AND $2062, RESPECTIVELY AFTER THE PROPOSED REORGANIZATION. 62 MILLENNIUM TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY TRUST- MILLENNIUM FUND- MILLENNIUM TRUST TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 1.25 1.25 Plus: Distribution fees 0.10 0.10 Other expenses 12.14 12.14 ----- ----- Total annual operating Equals: expenses 13.49 13.49 Expense Minus: reimbursement** 11.74 11.74 ----- ----- Equals: Net expenses 1.75 1.75

* The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/10 so that the total annual operating expenses of the fund are limited to 1.75% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The fund has agreed to repay Neuberger Berman Management through 12/31/00 for expenses reimbursed to the fund through 12/31/99 provided that repayment does not cause the fund's annual operating expenses to exceed 1.75% of its average net assets. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $178 $551 $949 $2062 EXPENSES- PRO FORMA $178 $551 $949 $2062 63 MILLENNIUM ASSETS FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY ASSETS- MILLENNIUM FUND- MILLENNIUM ASSETS ASSETS CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 1.25 1.25 Plus: Distribution fees 0.25 0.25 Other expenses** 0.57 0.57 ---- ---- Total annual operating Equals: expenses 2.07 2.07 Expense Minus: reimbursement 0.32 0.32 ---- ---- Equals: Net expenses 1.75 1.75

* Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/02 so that the total annual operating expenses of the fund are limited to 1.75% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Other expenses are estimated for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $178 $551 $949 $2062 EXPENSES- PRO FORMA $178 $551 $949 $2062 64 PARTNERS FUND FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY FUNDS- PARTNERS FUND- FUND PARTNERS FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.71 0.71 Plus: Distribution fees none none Other expenses 0.11 0.11 ---- ---- Total annual operating Equals: expenses 0.82 0.82

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $84 $262 $455 $1014 EXPENSES- PRO FORMA $84 $262 $455 $1014 65 PARTNERS TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY TRUST- PARTNERS FUND-TRUST PARTNERS TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.85 0.85 Plus: Distribution fees none none Other expenses 0.06 0.06 ---- ---- Total annual operating Equals: expenses 0.91 0.91

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $93 $290 $504 $1120 EXPENSES- PRO FORMA $93 $290 $504 $1120 66 PARTNERS ASSETS FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY ASSETS- PARTNERS FUND-ASSETS PARTNERS ASSETS CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.85 0.85 Plus: Distribution fees 0.25 0.25 Other expenses 0.21 0.21 ---- ---- Total annual operating Equals: expenses 1.31 1.31

* Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/10, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $133 $415 $718 $1579 EXPENSES- PRO FORMA $133 $415 $718 $1579 67 REGENCY FUND FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY FUNDS- REGENCY FUND- FUND REGENCY FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.81 0.81 Plus: Distribution fees none none Other expenses** 0.99 0.99 ---- ---- Total annual operating Equals: expenses 1.80 1.80 Expense Minus: reimbursement 0.30 0.30 ---- ---- Equals: Net expenses 1.50 1.50

* Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/02, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The fund has agreed to repay Neuberger Berman Management for expenses reimbursed to the fund provided that repayment does not cause the fund's annual operating expenses to exceed 1.50% of its average net assets. Any such repayment must be made within three years after the year in which Neuberger Berman Management incurred the expense. The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Other expenses are based on estimated amounts for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $153 $474 $818 $1791 EXPENSES- PRO FORMA $153 $474 $818 $1791 68 REGENCY TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY TRUST- REGENCY FUND-TRUST REGENCY TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.95 0.95 Plus: Distribution fees 0.10 0.10 Other expenses** 0.88 0.88 ---- ---- Total annual operating Equals: expenses 1.93 1.93 Expense Minus: reimbursement 0.43 0.43 ---- ---- Equals: Net expenses 1.50 1.50

* Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/02, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets or not more than 0.20% above the total annual operating expenses of another Neuberger Berman fund that invests in the same portfolio of securities whichever is less. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The fund has agreed to repay Neuberger Berman Management for expenses reimbursed to the fund provided that repayment does not cause the fund's annual operating expenses to exceed 1.50% of its average net assets. Any such repayment must be made within three years after the year in which Neuberger Berman Management incurred the expense. The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Other expenses are based on estimated amounts for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $153 $474 $818 $1791 EXPENSES- PRO FORMA $153 $474 $818 $1791 69 SOCIALLY RESPONSIVE FUND FEE TABLE

(UNAUDITED) AS REPORTED EQUITY FUNDS- PRO FORMA SOCIALLY SOCIALLY RESPONSIVE RESPONSIVE FUND FUND- FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.80 0.80 Plus: Distribution fees none none Other expenses 0.30 0.30 ---- ---- Total annual operating Equals: expenses 1.10 1.10

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $112 $350 $606 $1340 EXPENSES- PRO FORMA $112 $350 $606 $1340 70 SOCIALLY RESPONSIVE TRUST FEE TABLE

(UNAUDITED) AS REPORTED EQUITY TRUST- PRO FORMA SOCIALLY SOCIALLY RESPONSIVE RESPONSIVE TRUST FUND- TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.94 0.94 Plus: Distribution fees 0.10 0.10 Other expenses** 0.78 0.78 ---- ---- Total annual operating Equals: expenses 1.82 1.82

* Neuberger Berman Management reimburses certain expenses of the fund so that its total annual operating expenses are not more than 0.20% above those of another Neuberger Berman fund that invests in the same portfolio of securities. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. Under this arrangement, which Neuberger Berman Management can terminate upon sixty days' notice to the fund, total annual operating expenses of the fund last year would have been limited to 1.20% of the fund's average net assets. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. ** At current asset levels, the fund believes "Management Fees" and "Total annual operating expenses" will be 0.95% and 1.83% of average net assets for the current fiscal year. As described above, however, Neuberger Berman Management has agreed to reimburse certain expenses of the fund so actual expenses will be lower. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED*** $185 $573 $985 $2137 EXPENSES- PRO FORMA *** $185 $573 $985 $2137 *** UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE $122, $381, $660, AND $1455, RESPECTIVELY; OR $122, $381, $660, AND $1455, RESPECTIVELY, AFTER THE PROPOSED REORGANIZATION. 71 SOCIALLY RESPONSIVE ASSETS FEE TABLE

(UNAUDITED) AS REPORTED EQUITY ASSETS- PRO FORMA SOCIALLY SOCIALLY RESPONSIVE RESPONSIVE ASSETS FUND- ASSETS CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.95 0.95 Plus: Distribution fees 0.25 0.25 Other expenses** 0.54 0.54 ---- ---- Total annual operating Equals: expenses 1.74 1.74 Expense Minus: reimbursement 0.24 0.24 ---- ---- Equals: Net expenses 1.50 1.50

* Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/02, so that the total annual operating expenses of the fund are limited to 1.50% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The fund has agreed to repay Neuberger Berman Management for expenses reimbursed to the fund provided that repayment does not cause the fund's annual operating expenses to exceed 1.50% of its average net assets. Any such repayment must be made within three years after the year in which Neuberger Berman Management incurred the expense. The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Other expenses are based on estimated amounts for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $153 $474 $818 $1791 EXPENSES- PRO FORMA $153 $474 $818 $1791 72 TECHNOLOGY FUND FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY FUNDS- TECHNOLOGY FUND- TECHNOLOGY FUND FUND CLASS Shareholder Fees (% of amount redeemed or exchanged) These are deducted directly from your investment. Redemption Fee* 2.00 2.00 Exchange Fee* 2.00 2.00 * A redemption fee of 2.00% is charged on investments held 180 days or less, whether fund shares are redeemed or exchanged for shares of another fund. Annual operating expenses (% of average net assets)** These are deducted from fund assets, so you pay them indirectly Management Fees 1.11 1.11 Plus: Distribution fees none none Other expenses*** 0.91 0.91 ---- ---- Total annual operating Equals: expenses 2.02 2.02 Expense Minus: reimbursement 0.02 0.02 ---- ---- Equals: Net expenses 2.00 2.00

** Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/03, so that the total annual operating expenses of the fund are limited to 2.00% of average net assets. In addition, the arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The fund has agreed to repay Neuberger Berman Management for expenses reimbursed to the fund provided that the repayment does not cause the fund's annual operating expenses to exceed 2.00% of its average net assets. Any such repayment must be made within three years after the year in which Neuberger Berman Management incurred the expense. The as reported column includes costs paid by the fund and its share of master portfolio costs. *** Other expenses are based on estimated amounts for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $203 $627 $1078 $2327 EXPENSES- PRO FORMA $203 $627 $1078 $2327 73 TECHNOLOGY TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA EQUITY TRUST- TECHNOLOGY FUND- TECHNOLOGY TRUST TRUST CLASS Shareholder Fees (% of amount redeemed or exchanged) These are deducted directly from your investment. Redemption Fee* 2.00 2.00 Exchange Fee* 2.00 2.00 * A redemption fee of 2.00% is charged on investments held 180 days or less, whether fund shares are redeemed or exchanged for shares of another fund. Annual operating expenses (% of average net assets)** These are deducted from fund assets, so you pay them indirectly Management Fees 1.25 1.25 Plus: Distribution fees 0.10 0.10 Other expenses*** 0.80 0.80 ---- ---- Total annual operating Equals: expenses 2.15 2.15 Expense Minus: reimbursement 0.15 0.15 ---- ---- Equals: Net expenses 2.00 2.00

** Neuberger Berman Management has contractually agreed to reimburse certain expenses of the fund through 12/31/03, so that the total annual operating expenses of the fund are limited to 2.00% of average net assets. In addition, the arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The fund has agreed to repay Neuberger Berman Management for expenses reimbursed to the fund provided that the repayment does not cause the fund's annual operating expenses to exceed 2.00% of its average net assets. Any such repayment must be made within three years after the year in which Neuberger Berman Management incurred the expense. The as reported column includes costs paid by the fund and its share of master portfolio costs. *** Other expenses are based on estimated amounts for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $203 $627 $1078 $2327 EXPENSES- PRO FORMA $203 $627 $1078 $2327 74 INFORMATION PRESENTED IN THE AS REPORTED COLUMN INCLUDES AN ALLOCATION OF EXPENSES FROM THE PORTFOLIOS, WHICH WOULD BE BORNE BY THE RESPECTIVE FUNDS IF THE PROPOSED REORGANIZATION IS APPROVED. CASH RESERVES FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA INCOME FUNDS- CASH RESERVES-FUND CASH RESERVES CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.51 0.51 Plus: Distribution fees none none Other expenses 0.10 0.10 Total annual operating ---- ---- Equals: expenses 0.61 0.61

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $62 $195 $340 $762 EXPENSES- PRO FORMA $62 $195 $340 $762 75 GOVERNMENT MONEY FUND FEE TABLE

(UNAUDITED) AS REPORTED INCOME FUNDS PRO FORMA GOVERNMENT GOVERNMENT MONEY MONEY FUND FUND-FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.52 0.52 Plus: Distribution fees none none Other expenses 0.08 0.08 Total annual operating ---- ---- Equals: expenses 0.60 0.60

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $61 $192 $335 $750 EXPENSES- PRO FORMA $61 $192 $335 $750 HIGH YIELD BOND FUND FEE TABLE

76 (UNAUDITED) AS REPORTED INCOME FUNDS- PRO FORMA HIGH YIELD BOND HIGH YIELD BOND FUND- FUND FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.65 0.65 Plus: Distribution fees none none Other expenses 0.78 0.78 Total annual operating ---- ---- Equals: expenses 1.43 1.43

* Neuberger Berman Management reimburses certain expenses of the fund so that the total annual operating expenses of the fund are limited to 1.00% of average net assets. This arrangement can be terminated upon 60 days' notice to the fund. In addition, the arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED** $146 $452 $782 $1713 EXPENSES- PRO FORMA ** $146 $452 $782 $1713 **UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE $102, $318, $552, AND $1225, RESPECTIVELY; OR $102, $318, $552 AND $1225, RESPECTIVELY, AFTER THE PROPOSED REORGANIZATION. 77 LIMITED MATURITY BOND FUND FEE TABLE

(UNAUDITED) AS REPORTED INCOME FUNDS- PRO FORMA LIMITED MATURITY LIMITED MATURITY BOND FUND BOND FUND FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.52 0.52 Plus: Distribution fees none none Other expenses 0.20 0.20 Total annual operating ---- ---- Equals: expenses 0.72 0.72

* Neuberger Berman Management reimburses certain expenses of the fund so that the total annual operating expenses of the fund are limited to 0.70% of average net assets. This arrangement can be terminated upon 60 days' notice to the fund. In addition, the arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED** $74 $230 $401 $894 EXPENSES- PRO FORMA ** $74 $230 $401 $894 **UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE $72, $224, $390, AND $871, RESPECTIVELY; OR $72, $224, $390, AND $871, RESPECTIVELY, AFTER THE PROPOSED REORGANIZATION. 78 LIMITED MATURITY BOND TRUST FEE TABLE

(UNAUDITED) AS REPORTED PRO FORMA INCOME TRUST- LIMITED MATURITY LIMITED MATURITY BOND BOND TRUST FUND- TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.75 0.75 Plus: Distribution fees none none Other expenses 0.37 0.37 Total annual operating ---- ---- Equals: expenses 1.12 1.12

* Neuberger Berman Management reimburses certain expenses of the fund so that the total annual operating expenses of the fund are limited to 0.80% of average net assets. This arrangement may be terminated upon 60 days' notice to the fund. In addition, this arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED** $114 $356 $617 $1363 EXPENSES- PRO FORMA ** $114 $356 $617 $1363 **UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE $82, $255, $444, AND $990, RESPECTIVELY; OR $82, $255, $444, AND $990, RESPECTIVELY, AFTER THE PROPOSED REORGANIZATION. 79 MUNICIPAL MONEY FUND FEE TABLE

(UNAUDITED) AS REPORTED INCOME FUNDS- PRO FORMA MUNICIPAL MONEY MUNICIPAL MONEY FUND FUND-FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.52 0.52 Plus: Distribution fees none none Other expenses 0.15 0.15 Total annual operating ---- ---- Equals: expenses 0.67 0.67

* The figures in the table are based on last year's expenses. Actual expenses this year may be higher or lower. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $68 $214 $373 $835 EXPENSES- PRO FORMA $68 $214 $373 $835 80 MUNICIPAL SECURITIES TRUST FEE TABLE

(UNAUDITED) AS REPORTED INCOME FUNDS- PRO FORMA MUNICIPAL MUNICIPAL SECURITIES SECURITIES TRUST TRUST-FUND CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.52 0.52 Plus: Distribution fees none none Other expenses 0.55 0.55 Total annual operating ---- ---- Equals: expenses 1.07 1.07

* Neuberger Berman Management reimburses certain expenses of the fund so that the total annual operating expenses of the fund are limited to 0.65% of average net assets. This arrangement may be terminated upon 60 days' notice to the fund. In addition, this arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The as reported column includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED** $109 $340 $590 $1306 EXPENSES- PRO FORMA ** $109 $340 $590 $1306 **UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE $66, $208, $362, AND $810, RESPECTIVELY; OR $66, $208, $362, AND $810, RESPECTIVELY, AFTER THE PROPOSED REORGANIZATION. 81 INSTITUTIONAL CASH TRUST FEE TABLE

(UNAUDITED) AS REPORTED d INCOME TRUST- PRO FORMA INSTITUTIONAL CASH INSTITUTIONAL CASH TRUST FUND- TRUST CLASS Shareholder fees none none Annual operating expenses (% of average net assets)* These are deducted from fund assets, so you pay them indirectly Management Fees 0.25 0.25 Plus: Distribution fees none none Other expenses** 0.16 0.16 Total annual operating ---- ---- Equals: expenses 0.41 0.41

* The as reported column includes costs paid by the fund and its share of master portfolio costs. ** Other expenses are based on estimated amounts for the current fiscal year. EXPENSE EXAMPLE THE EXAMPLE ASSUMES THAT YOU INVESTED $10,000 FOR THE PERIODS SHOWN, THAT YOU EARNED A HYPOTHETICAL 5% TOTAL RETURN EACH YEAR, AND THAT THE FUND'S EXPENSES WERE THOSE IN THE TABLE ABOVE. YOUR COSTS WOULD BE THE SAME WHETHER YOU SOLD YOUR SHARES OR CONTINUED TO HOLD THEM AT THE END OF EACH PERIOD. ACTUAL PERFORMANCE AND EXPENSES MAY BE HIGHER OR LOWER. (UNAUDITED) 1 Year 3 Years 5 Years 10 Years EXPENSES- AS REPORTED $42 $132 $230 $518 EXPENSES- PRO FORMA $42 $132 $230 $518 82 Pro Forma Capitalization ------------------------ Pro forma capitalization information is included here for the various classes: Most of the following tables are as of August 31, 1999, the date of the latest audited fiscal period. Except for Technology, those funds that began operations after August 31, 1999 are shown as of February 29, 2000. Because Technology started operations after February 29, 2000 its capitalization table is as of June 30, 2000.

CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF FEBRUARY 29, 2000 PRO FORMA AS OF FEBRUARY 29, 2000 (UNAUDITED) FUNDS INVESTING IN CENTURY PORTFOLIO CENTURY FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY FUNDS- CENTURY FUND $2,344 $ 12.38 $ 29,013 FUND CLASS 2,344 $ 12.38 $ 29,013 172 $ 12.38 $ 2,124 TRUST CLASS 172 $ 12.38 $ 2,124 EQUITY TRUST- CENTURY TRUST --------- ---------------- $ 31,137 $ 31,137 If the reorganization is approved, shareholders invested in the Equity Funds - Century Fund or Equity Trust - Century Trust will become shareholders of the Fund Class or Trust Class of Century Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF AUGUST 31, 1999 PRO FORMA AS OF AUGUST 31, 1999 (UNAUDITED) FUNDS INVESTING IN FOCUS PORTFOLIO FOCUS FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY ASSETS- FOCUS ASSETS 117 $ 16.18 $ 1,899 ASSET CLASS 117 $ 16.18 $ 1,899 EQUITY FUNDS- FOCUS FUND 36,598 $ 36.25 $ 1,326,608 FUND CLASS 36,598 $ 36.25 $ 1,326,608 83 EQUITY TRUST- FOCUS TRUST 9,145 $ 23.62 $ 216,020 TRUST CLASS 9,145 $ 23.62 $ 216,020 ---------- ---------------- $1,544,527 1,544,527 If the reorganization is approved, shareholders invested in the Equity Assets - Focus Assets, Equity Funds - Focus Fund or Equity Trust - Focus Trust will become shareholders of the Asset Class, Fund Class or Trust Class of Focus Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF AUGUST 31, 1999 PRO FORMA AS OF AUGUST 31, 1999 (UNAUDITED) FUNDS INVESTING IN GENESIS PORTFOLIO GENESIS FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY SERIES- GENESIS INSTITUTIONAL 11,058 $ 20.28 $ 224,224 SERIES CLASS 11,058 $ 20.28 $ 224,224 EQUITY ASSETS- GENESIS ASSETS 6,473 $ 12.64 $ 81,805 ASSET CLASS 6,473 $ 12.64 $ 81,805 EQUITY FUNDS- GENESIS FUND 59,152 $ 14.39 $ 851,255 FUND CLASS 59,152 $ 14.39 $ 851,255 EQUITY TRUST- GENESIS TRUST 29,177 $ 20.26 $ 591,109 TRUST CLASS 29,177 $ 20.26 $ 591,109 ----------- ---------------- $ 1,748,393 $ 1,748,393 If the reorganization is approved, shareholders invested in the Equity Series- Genesis Institutional, Equity Assets - Genesis Assets, Equity Funds - Genesis Fund or Equity Trust - Genesis Trust will become shareholders of the Series Class, Asset Class, Fund Class or Trust Class of Genesis Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF AUGUST 31, 1999 PRO FORMA AS OF AUGUST 31, 1999 (UNAUDITED) FUNDS INVESTING IN GUARDIAN PORTFOLIO GUARDIAN FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY ASSETS- GUARDIAN ASSETS 1,834 $ 13.54 $ 24,829 ASSET CLASS 1,834 $ 13.54 $ 24,829 EQUITY FUNDS- GUARDIAN FUND 151,434 $ 22.72 $ 3,441,033 FUND CLASS 151,434 $ 22.72 $ 3,441,033 EQUITY TRUST- GUARDIAN TRUST 76,470 $ 16.36 $ 1,251,151 TRUST CLASS 76,470 $ 16.36 $ 1,251,151 ----------- ---------------- $ 4,717,013 $ 4,717,013 84 If the reorganization is approved, shareholders invested in the Equity Assets - Guardian Assets, Equity Funds - Guardian Fund or Equity Trust - Guardian Trust will become shareholders of the Asset Class, Fund Class or Trust Class of Guardian Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF AUGUST 31, 1999 PRO FORMA AS OF AUGUST 31, 1999 (UNAUDITED) FUNDS INVESTING IN INTERNATIONAL PORTFOLIO INTERNATIONAL FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY FUNDS- INTERNATIONAL FUND 6,712 $ 16.76 $ 112,516 FUND CLASS 6,712 $ 16.76 $ 112,516 EQUITY TRUST- INTERNATIONAL TRUST 140 $ 16.92 $ 2,373 TRUST CLASS 140 $ 16.92 $ 2,373 ----------- ---------------- $ 114,889 $ 114,889 If the reorganization is approved, shareholders invested in the Equity Funds - International Fund or Equity Trust - International Trust will become shareholders of the Fund Class or Trust Class of International Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF AUGUST 31, 1999 PRO FORMA AS OF AUGUST 31, 1999 (UNAUDITED) FUNDS INVESTING IN MANHATTAN PORTFOLIO MANHATTAN FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY ASSETS- MANHATTAN ASSETS 118 $ 14.54 $ 1,717 ASSET CLASS 118 $ 14.54 $ 1,717 EQUITY FUNDS- MANHATTAN FUND 46,894 $ 12.07 $ 565,960 FUND CLASS 46,894 $ 12.07 $ 565,960 EQUITY TRUST- MANHATTAN TRUST 3,014 $ 15.02 $ 45,284 TRUST CLASS 3,014 $ 15.02 $ 45,284 ----------- ---------------- $ 612,961 $ 612,961 85 If the reorganization is approved, shareholders invested in the Equity Assets - Manhattan Assets, Equity Funds - Manhattan Fund or Equity Trust - Manhattan Trust will become shareholders of the Asset Class, Fund Class or Trust Class of Manhattan Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF FEBRUARY 29, 2000 PRO FORMA AS OF FEBRUARY 29, 2000 (UNAUDITED) FUNDS INVESTING IN MILLENNIUM PORTFOLIO MILLENNIUM FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY ASSETS- MILLENNIUM ASSETS 5 $ 12.49 $ 66 ASSET CLASS 5 $ 12.49 $ 66 EQUITY FUNDS- MILLENNIUM FUND 7,932 $ 41.46 $ 328,902 FUND CLASS 7,932 $ 41.46 $ 328,902 EQUITY TRUST- MILLENNIUM TRUST 420 $ 39.28 $ 16,515 TRUST CLASS 420 $ 39.28 $ 16,515 ----------- ---------------- $ 345,483 $ 345,483 If the reorganization is approved, shareholders invested in the Equity Assets - Millennium Assets, Equity Funds - Millennium Fund or Equity Trust - Millennium Trust will become shareholders of the Asset Class, Fund Class or Trust Class of Millennium Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF AUGUST 31, 1999 PRO FORMA AS OF AUGUST 31, 1999 (UNAUDITED) FUNDS INVESTING IN PARTNERS PORTFOLIO PARTNERS FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY ASSETS- PARTNERS ASSETS 3,967 $ 15.74 $ 62,432 ASSET CLASS 3,967 $ 15.74 $ 62,432 EQUITY FUNDS- PARTNERS FUND 108,043 $ 26.42 $ 2,854,358 FUND CLASS 108,043 $ 26.42 $ 2,854,358 EQUITY TRUST- PARTNERS TRUST 45,432 $ 18.71 $ 850,108 TRUST CLASS 45,432 $ 18.71 $ 850,108 ----------- ---------------- $ 3,766,898 $ 3,766,898 86 If the reorganization is approved, shareholders invested in the Equity Assets - Partners Assets, Equity Funds - Partners Fund or Equity Trust - Partners Trust will become shareholders of the Asset Class, Fund Class or Trust Class of Partners Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF AUGUST 31, 1999 PRO FORMA AS OF AUGUST 31, 1999 (UNAUDITED) FUNDS INVESTING IN REGENCY PORTFOLIO REGENCY FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY FUNDS- REGENCY FUND 809 $ 9.82 $ 7,943 FUND CLASS 809 $ 9.82 $ 7,943 EQUITY TRUST- REGENCY TRUST 37 $ 9.76 $ 357 TRUST CLASS 37 $ 9.76 $ 357 ---------- ---------------- $ 8,300 $ 8,300 If the reorganization is approved, shareholders invested in the Equity Funds - Regency Fund or Equity Trust - Regency Trust will become shareholders of the Fund Class or Trust Class of Regency Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF AUGUST 31, 1999 PRO FORMA AS OF AUGUST 31, 1999 (UNAUDITED) FUNDS INVESTING IN SOCIALLY RESPONSIVE PORTFOLIO SOCIALLY RESPONSIVE FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY ASSETS- SOCIALLY RESPONSIVE ASSETS 11 $ 9.85 $ 109 ASSET CLASS 11 $ 9.85 $ 109 EQUITY FUNDS- SOCIALLY RESPONSIVE FUND 5,575 $ 21.33 $ 118,900 FUND CLASS 5,575 $ 21.33 $ 118,900 EQUITY TRUST- SOCIALLY RESPONSIVE TRUST 1,755 $ 14.41 $ 25,295 TRUST CLASS 1,755 $ 14.41 $ 25,295 ----------- --------------- $ 144,304 $ 144,304 If the reorganization is approved, shareholders invested in the Equity Assets - Socially Responsive Assets, Equity Funds - Socially Responsive Fund or Equity Trust - Socially Responsive Trust will become shareholders of the Asset Class, Fund Class or Trust Class of Socially Responsive Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) EXISTING AS OF JUNE 30, 2000 PRO FORMA AS OF JUNE 30, 2000 (UNAUDITED) FUNDS INVESTING IN TECHNOLOGY PORTFOLIO TECHNOLOGY FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS EQUITY FUNDS- TECHNOLOGY FUND 1,509 $ 10.64 $ 16,051 FUND CLASS 1,509 $ 10.64 $ 16,051 EQUITY TRUST- TECHNOLOGY TRUST 200 $ 10.63 $ 2,128 TRUST CLASS 200 $ 10.63 $ 2,128 ----------- ----------------- $ 18,179 $ 18,179 87

If the reorganization is approved, shareholders invested in the Equity Funds - Technology Fund or Equity Trust - Technology Trust will become shareholders of the Fund Class or Trust Class of Technology Fund, respectively. Most of the following tables are as of October 31, 1999, the date of the latest audited fiscal period, except for Institutional Cash. Because Institutional Cash started operations after October 31, 1999 its capitalization table is as of June 30, 2000.

CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF OCTOBER 31, 1999 PRO FORMA AS OF OCTOBER 31, 1999 (UNAUDITED) FUNDS INVESTING IN CASH RESERVES PORTFOLIO CASH RESERVES SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS INCOME FUNDS- CASH RESERVES 1,104,191 $ 1.00 $ 1,104,165 FUND CLASS 1,104,191 $ 1.00 $ 1,104,165 If the reorganization is approved, shareholders invested in the Income Funds - Cash Reserves will become shareholders of the Fund Class of Cash Reserves. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF OCTOBER 31, 1999 PRO FORMA AS OF OCTOBER 31, 1999 (UNAUDITED) FUNDS INVESTING IN GOVERNMENT MONEY PORTFOLIO GOVERNMENT MONEY FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS INCOME FUNDS- GOVERNMENT MONEY FUND 653,377 $ 1.00 $ 653,377 FUND CLASS 653,377 $ 1.00 $ 653,377 If the reorganization is approved, shareholders invested in the Income Funds - Government Money Fund will become shareholders of the Fund Class of Government Money Fund. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF OCTOBER 31, 1999 PRO FORMA AS OF OCTOBER 31, 1999 (UNAUDITED) FUNDS INVESTING IN HIGH YIELD BOND PORTFOLIO HIGH YIELD BOND FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS INCOME FUNDS- HIGH YIELD BOND FUND 2,744 $ 8.68 $ 23,806 FUND CLASS 2,744 $ 8.68 $ 23,806 If the reorganization is approved, shareholders invested in the Income Funds - High Yield Bond Fund will become shareholders of the Fund Class of High Yield Bond Fund. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) EXISTING AS OF JUNE 30, 2000 PRO FORMA AS OF JUNE 30, 2000 (UNAUDITED) FUNDS INVESTING IN INSTITUTIONAL CASH PORTFOLIO INSTITUTIONAL CASH FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS INCOME TRUST- INSTITUTIONAL CASH TRUST 325,133 $ 1.00 $ 325,133 TRUST CLASS 325,133 $ 1.00 $ 325,133 If the reorganization is approved, shareholders invested in the Income Trust - Institutional Cash Trust will become shareholders of the Trust Class of Institutional Cash Fund. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF OCTOBER 31, 1999 PRO FORMA AS OF OCTOBER 31, 1999 (UNAUDITED) FUNDS INVESTING IN LIMITED MATURITY BOND PORTFOLIO LIMITED MATURITY BOND FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS INCOME FUNDS- LIMTIED MATURITY BOND FUND 23,872 $ 9.51 $ 227,041 FUND CLASS 23,872 $ 9.51 $ 227,041 INCOME TRUST- LIMITED MATURITY BOND TRUST 4,584 $ 9.06 $ 41,549 TRUST CLASS 4,584 $ 9.06 $ 41,549 ------------ ---------------- $ 268,590 $ 268,590 88 If the reorganization is approved, shareholders invested in the Income Funds - Limited Maturity Bond Fund or Income Trust - Limited Maturity Bond Trust will become shareholders of the Fund Class or Trust Class of Limited Maturity Bond Fund, respectively. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF OCTOBER 31, 1999 PRO FORMA AS OF OCTOBER 31, 1999 (UNAUDITED) FUNDS INVESTING IN MUNICIPAL MONEY PORTFOLIO MUNICIPAL MONEY FUND SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS INCOME FUNDS- MUNICIPAL MONEY FUND 293,846 $ 1.00 $ 293,774 FUND CLASS 293,846 $ 1.00 $ 293,774 If the reorganization is approved, shareholders invested in the Income Funds - Municipal Money Fund will become shareholders of the Fund Class of Municipal Money Fund. CAPITALIZATION TABLE (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AS REPORTED AS OF OCTOBER 31, 1999 PRO FORMA AS OF OCTOBER 31, 1999 (UNAUDITED) FUNDS INVESTING IN MUNICIPAL SECURITIES PORTFOLIO MUNICIPAL SECURITIES TRUST SHARES NAV NET ASSETS SHARES NAV CLASS NET ASSETS INCOME FUNDS- MUNICIPAL SECURITIES TRUST 3,244 $ 10.78 $ 34,957 FUND CLASS 3,244 $ 10.78 $ 34,957 If the reorganization is approved, shareholders invested in the Income Funds - Municipal Securities Trust will become shareholders of the Fund Class of Municipal Securities Trust.

89 Purchases and Redemptions ------------------------- As explained above, in the Reorganization, shareholders of the funds will receive shares of classes of the new Portfolios. After the Reorganization, shareholders of the funds will be able to purchase and redeem shares in the Portfolios in substantially the same manner and subject to substantially the same conditions as shares in the funds are presently purchased and redeemed. This information is set forth in each fund's current prospectus and statement of additional information. In the case of NB Technology Fund, NB Technology Trust, NB International Fund and NB International Trust, each of which has a 2.00% redemption fee on shares sold within 180 days of purchase, calculation of the 180-day holding period will not be affected by the Reorganization. Dividends, Distributions and Taxes ---------------------------------- After the Reorganization, the Portfolios will declare and pay dividends and calculate and make distributions of net capital gains, if any, in a manner identical to that of the funds and set forth in the funds' current prospectuses and statements of additional information. Because the accounting treatment of unrealized capital gain is different in master-feeder funds than it is in multiple-class funds, some shareholders may receive different taxable capital gain distributions than they otherwise would have if the Reorganization were not taking place. It is impossible to predict whether any of this gain will actually be realized in the future, the amount of it, or the date on which it will be realized (if at all). Accordingly, the effect on shareholders would be highly speculative. Like the funds, each of Equity Funds and Income Funds has elected to qualify its respective Portfolios as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and intends that each Portfolio will remain so qualified. After the Reorganization, each Portfolio will be entitled to the same benefits and subject to the same tax regulations as the funds immediately prior to the Reorganization. Portfolio Transactions and Brokerage ------------------------------------ NBMI will execute the portfolio transactions and allocate the brokerage business of the Portfolios of Equity Funds and Income Funds subject to the policies established by the Boards of Trustees of Equity Funds and Income Funds, which are substantially identical to those in effect with respect to the master funds immediately prior to the Reorganization. Shareholders' Rights -------------------- The rights of shareholders of the Portfolios will be identical in all material respects to those of shareholders of the funds, with a few exceptions. As was the case before the Reorganization, shareholders of the Portfolios will vote on a per Portfolio basis on those matters that affect only particular Portfolios. In addition, on those matters affecting only a particular class, only shareholders of that class will vote. On all other matters, shareholders of Equity Funds will vote in the aggregate, and shareholders of Income Funds will 90 likewise vote in the aggregate. Because the Reorganization will increase the size of the Portfolios, the voting power of individual shareholders will be diluted with respect to matters on which shareholders of Equity Funds and Income Funds vote in the aggregate or vote on a per series basis rather than on an individual class basis. However, the same "dilution" could occur through growth in the size of your fund, which would bring in additional shareholders. Furthermore, matters currently requiring a vote of master fund investors, such as approval of changes in advisory fees, already require that each feeder fund solicit the votes of its shareholders. Risk Factors ------------ The Portfolios will have investment objectives, policies and restrictions that are identical to those of the funds and the corresponding master funds, except that (1) the Portfolios will invest their assets directly rather than through the master funds, (2) the shareholders of Equity Funds and Income Funds are currently being asked to approve a change in fundamental investment policies regarding diversification identical to that contained in Proposal 2 of this Combined Proxy Statement and Prospectus, and (3) the shareholders of Cash Reserves and Government Money Fund are currently being asked to approve a change in their investment policies as described in Proposals 6 and 7. In addition, the Portfolios will be administered in every material respect in a substantially identical manner to the funds. Consequently, the risks associated with investing in the Portfolios will be virtually identical to those associated with investing in the funds. Further Information about the Portfolios and the Funds ------------------------------------------------------ Further information about the funds is contained in their current prospectuses and statements of additional information, which are incorporated into this Combined Proxy Statement and Prospectus by reference. If you are being asked to vote on this Proposal 4, copy of Equity Funds' prospectus and Income Funds' prospectus accompanies this document. Each of Equity Trust, Equity Assets and Equity Series will also provide its most recent annual report to shareholders with respect to the funds for the fiscal year ended August 31, 1999, and its semiannual report to shareholders for the six months ended February 29, 2000, upon request (NB Technology Fund and Trust have not yet issued any such reports). Income Trust will also provide its most recent annual report to shareholders for the fiscal year ended October 31, 1999, and its semiannual report to shareholders for the six months ended April 30, 2000, upon request (NB Institutional Cash Trust has not yet issued any such reports). These documents are available without charge by writing the Neuberger Berman Funds at 605 Third Avenue, 2nd Floor, New York, New York 10158-0180, or calling at 800-877-9700. The funds are subject to the information requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, and are required by those Acts to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. They may also be viewed on the Internet at [WWW.SEC.GOV]. Copies of such materials can be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services of the SEC, Washington D.C. 20549. 91 APPROVAL OF THE BOARD OF TRUSTEES At a Board meeting held on June 6, 2000, the Boards of Trustees of Equity Funds, Equity Trust, Equity Assets, Equity Series, Income Funds and Income Trust approved the Reorganization Plan and determined that the proposed Reorganization was in the best interests of the shareholders of each series of the funds and will not result in dilution of the financial interests of the shareholders of any series of the funds. After considering the relevant factors, the Boards of Trustees of the funds, including the Trustees who are not "interested persons" of the funds, as that term is defined in the 1940 Act (the "Independent Trustees"), voted to approve and voted to recommend that shareholders of each fund approve the Reorganization Plan. In making this determination, the Boards considered the following factors, among others: 1. the potential cash savings that may be achieved by reorganizing the master-feeder structure into a single-level, multi-class structure through the elimination of duplicate expenses; 2. the expected administrative benefits resulting from the simplified structure; 3. the proposal from NBMI to manage each fund's assets for the same investment management fee currently charged to the fund; 4. the tax-free nature of the reorganization; 5. the potential for greater investor interest in funds organized in the more common and familiar multi-class structure; 6. the greater likelihood of asset growth that potentially may result from a more familiar structure and the greater economies of scale that can be achieved from such asset growth, including without limitation lower management fees that can be reached at certain asset level breakpoints; 7. the terms and conditions of the Reorganization Plan; and 8. alternative options to the Reorganization. In considering the Reorganization Plan and proposed Reorganization, the Boards determined that the multi-class structure would eliminate the cost and complexity of maintaining the master-feeder structure. There are certain duplicate expenses associated with maintaining the master-feeder structure, which requires maintaining separate investment companies for the master fund and for each feeder fund. Among others, these include the legal and administrative costs of maintaining separate SEC registrations for the master fund and each feeder fund, and of producing separate reports to the SEC and to shareholders for each feeder fund and each master fund on a semi-annual basis, state qualification fees associated with these separate entities, franchise fees, separate audit fees, and the other legal and administrative costs of maintaining the separate entities. Of course, the Boards recognized that any net savings are difficult to predict accurately. 92 The Boards believe that the Reorganization may result in lower expense ratios for the funds. This lower expense ratio has the potential to attract new investors and thus increase the opportunity for further asset growth. This potential asset growth may enable fund shareholders to obtain economies of scale by spreading certain expenses over a larger asset base, and may assist a fund in reaching its asset breakpoint in the rate of the investment management fee payable to NBMI. There can be no assurance, however, that such asset growth, economies of scale and lower expense ratios will be realized. The Board recognized that any cost savings would accrue to the benefit of NBMI as well, through its voluntary and contractual agreements with the funds to limit the funds' total annual operating expenses. The Boards also believe that the Reorganization may improve the marketability of the funds, because investors apparently understand the multi-class structure better than they do the master-feeder structure. The Boards considered that any improved marketability would benefit both NBMI (by virtue of certain fees determined as a percentage of net assets) and existing shareholders (by virtue of economies of scale). CLOSING DATE If shareholders approve the Reorganization Plan with respect to a fund, it is currently intended that the Reorganization of the Equity Funds will take place at the close of business on or about December 15, 2000, and the Reorganization of the Income Funds will take place at the close of business on or about February 15, 2001. On or about the date for your fund, you will receive a prospectus for Equity Funds and/or Income Funds, containing information about the relevant class of shares. The Board of Trustees of two combining funds by mutual agreement can terminate the Reorganization of those funds at or before the closing date, even if shareholders have approved the Reorganization. In addition, the Reorganization of certain funds is contingent on the receipt of certain regulatory assurances from the SEC. Counsel to the funds is currently pursuing what type of SEC relief is necessary to effect the Reorganization of certain funds. If an exemptive application is needed to reorganize those funds, the Reorganization of those funds will not go forward until the exemptive application has been filed with the SEC and the SEC has granted an exemptive order permitting the Reorganization of those funds. It may take as long as one year to receive the necessary exemptive order from the SEC, and there is no guarantee that the SEC will grant the order. If the SEC does not grant the exemptive order, the Reorganization will not take place with respect to those funds. REORGANIZATION EXPENSES Each entity participating in the Reorganization (i.e., Equity Funds, Equity Trust, Equity Assets, Equity Series, Income Funds, Income Trust and each of their series) will bear its own expenses. The expenses borne by each Trust will be allocated among its series on the basis of their relative net assets. THE BOARDS OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND THAT YOU APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION IN PROPOSAL 4. REQUIRED VOTE Approval of the Reorganization Plan with respect to a fund requires the affirmative vote of either (1) a majority of the outstanding shares of that fund, or (2) at least 67 percent of the shares present in person or by proxy at a meeting at which more than 50% of the shares are present. If the shareholders of one or more funds do not approve the Reorganization Plan, or the Reorganization is not completed for any other reason, then the Board of Trustees of the relevant fund will determine what additional steps may be appropriate. The Trust Instrument governing the funds permits the Board to reorganize a fund into a series of another investment company if the Board determines that continued operation of that series is no longer viable. If some funds vote to reorganize and others do not, the Board may determine, based on the facts as they then exist, that the remaining funds are no longer viable as separate entities. 93 PROPOSAL 5. APPROVAL OF THE DISTRIBUTION AND SHAREHOLDER SERVICES PLAN (NEUBERGER BERMAN GENESIS, GUARDIAN AND PARTNERS TRUST ONLY) The Board of Trustees of Neuberger Berman Equity Trust has approved, and unanimously recommends that the shareholders of Neuberger Berman Genesis Trust, Neuberger Berman Guardian Trust and Neuberger Berman Partners Trust approve, the Distribution and Shareholder Services Plan. The Trustees of Equity Trust, including a majority of those Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940 ("1940 Act")) and who do not have any direct or indirect financial interest in the operation of the Plan ("Independent Trustees"), approved the Distribution and Shareholder Services Plan with respect to each fund's shares at a meeting held on April 28, 1999, and determined at their meeting of June 6, 2000, to resubmit the Plan to shareholders. The Distribution and Shareholder Services Plan provides for the payment of compensation for shareholder servicing activities, including but not limited to: (a) responding to inquiries from shareholders or their representatives requesting information regarding matters such as shareholder account or transaction status, net asset value of shares, performance, services, plans and options, investment policies, portfolio holdings, and distributions and taxation thereof; and (b) dealing with communications and correspondence of shareholders; including compensation to organizations and employees who service shareholder accounts, and expenses of such organizations, including overhead, telephone, and other communication expenses. (See Section 3.B. of the proposed Plan). The Distribution and Shareholder Services Plan also permits payment of compensation for distribution-related activities, including but not limited to compensation for (a) the distribution of shares; (b) overhead, telephone, and communication expenses; (c) the printing of prospectuses, statements of additional information, and reports for other than existing shareholders; and (d) the preparation and distribution of sales literature and advertising materials. (See Section 3.A. of the proposed Plan) NBMI currently provides distribution services to Genesis Trust, Guardian Trust, and Partners Trust. Assuming approval of the Distribution and Shareholder Services Plan by Genesis Trust, Guardian Trust and Partners Trust, each fund would pay a new fee at an annual rate of 0.10% of its average daily net assets to NBMI. NBMI expects to pay most or all of this fee to pension administrators, broker-dealers and other financial institutions that make fund shares available to investors and/or provide services to the funds and their shareholders. To the extent NBMI does not pay the entire 0.10% to these entities, NBMI will retain the remainder. The payment over a short interval may be more or less than NBMI has expended for shareholder services and distribution during that interval. Over the longer term, however, neither NBMI nor the Board expects the 0.10% fee to cover NBMI's costs of shareholder servicing and distribution. The funds would not be obligated under the Distribution and Shareholder Services Plan to compensate NBMI for expenses incurred in excess of the authorized distribution fee, even if, as expected, the expenses incurred by it 94 for servicing or distributing the funds' shares exceed the fee payable under the Plan. The fee paid to a financial institution may be based on the level of services it provides. If NBMI does not have to pay the entire amount to institutions, the remaining portion would represent compensation to NBMI for new or existing distribution and shareholder servicing expenses. The Distribution and Shareholder Services Plan provides that a report of the amounts expended under it, and the purposes for which such expenditures were incurred, must be made to the Trust's Board of Trustees for review at least quarterly. In addition, the Plan provides that it may not be amended to materially increase the costs that a fund may bear pursuant to it without approval of the fund's shareholders. Other material amendments to the Plan must be approved by the vote of a majority of the Trustees, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of considering such amendments. The Distribution and Shareholder Services Plan is terminable with respect to a fund at any time by vote of a majority of the Independent Trustees or by vote of the holders of a majority of the outstanding shares of the fund. The Distribution and Shareholder Services Plan would be adopted pursuant to Rule 12b-1 under the 1940 Act. In accordance with this Rule, the selection and nomination of the Trustees who are not interested persons of Equity Trust is committed to the discretion of the then current Trustees who are not interested persons of Equity Trust. (All of the Neuberger Berman Funds follow this nominating policy already.) A comparison of the current expense ratio and the proposed expense ratio (after giving effect to the Distribution and Shareholder Services Plan) with respect to each fund is shown in the tables under "Impact of the Proposal" below. This description of the Distribution and Shareholder Services Plan is qualified in its entirety by reference to the Plan itself, a form of which is attached as Appendix B to this proxy statement. If approved by shareholders, the Distribution and Shareholder Services Plan will become effective in December 2000 for one year, and will remain in effect from year to year thereafter, subject to annual continuation by the Board of Trustees. IMPACT OF THE PROPOSAL. If the Proposal is approved, each fund would incur distribution fees at an annual rate of 0.10% of average daily net assets, in addition to the fees and expenses currently applicable. Under its existing administration and shareholder services agreement with NBMI, each fund currently pays a fee at an annual rate of 0.40% of average daily net assets. Of this amount, NBMI pays at least 0.25% to pension administrators, broker-dealers and other financial institutions that provide services to the funds and their shareholders, and retains the rest for administration and accounting services provided by NBMI. The following tables compare the management fees, distribution fees, other expenses, and total fund operating expenses that shareholders of each fund would bear under the existing structure with the fees and expenses each shareholder would bear if they approve the Distribution and Shareholder Services Plan. Each fund currently has an arrangement whereby NBMI reimburses certain of the fund's expenses so that the fund's total annual operating expenses are not more than 0.10% above those of a certain other Neuberger Berman fund that invests in the same portfolio of securities ("Sister Fund"). If the Distribution and Shareholder Services Plan is adopted, each fund's total annual operating 95 expenses will be limited to no more than 0.20% above those of its Sister Fund. These expense limitation arrangements can be terminated upon 60 days' notice to a fund. If shareholders approve both the Plan of Reorganization (Proposal 4) and the implementation of the Distribution and Shareholder Services Plan, then shareholders of each fund will be holders of the Trust Class shares that are subject to the Distribution and Shareholder Services Plan. For example, if Genesis Trust shareholders approve both Proposals, they will become holders of Trust Class shares of Neuberger Berman Genesis Fund that are subject to the Distribution and Shareholder Services Plan. If the funds do not approve Proposal 4, then each fund will continue to operate with a master-feeder structure (so long as it is viable), and each fund that has approved the Distribution and Services Plan will be subject to it. 96

NEUBERGER BERMAN GENESIS TRUST CURRENT PROPOSED ------- -------- FEE TABLE FEE TABLE Shareholder fees None Shareholder fees None Annual operating expenses (% of average net Annual operating expenses (% of average assets)* net assets)* These are deducted from fund assets, so you These are deducted from fund assets, so pay them indirectly. you pay them indirectly. Management fees 1.12 Management fees 1.12 Plus: Distribution (12b-1) fees None PLUS: DISTRIBUTION (12B-1) FEES 0.10 Other expenses 0.11 Other expenses 0.11 ---------- -------- Equals: Total annual operating expenses 1.23 EQUALS: TOTAL ANNUAL OPERATING EXPENSES 1.33 * NBMI reimburses certain expenses of the fund so that * NBMI reimburses certain expenses of the fund its total annual operating expenses are not more than so that its total annual operating expenses 0.10% above those of another Neuberger Berman fund are not more than 0.20% above those of that invests in the same portfolio of securities. another Neuberger Berman fund that invests in This arrangement does not cover interest, taxes, the same portfolio of securities. This brokerage commissions, and extraordinary expenses. arrangement does not cover interest, taxes, Under this arrangement, which NBMI can terminate brokerage commissions, and extraordinary upon 60 days' notice to the fund, total expenses. Under this arrangement, which NBMI annual operating expenses of the fund last year would can terminate upon 60 days' notice to the have been limited to 1.27% of the fund's average net fund, total annual operating expenses of the assets. The figures in the table are based on last fund last year would have been limited to year's expenses. Actual expenses this year may be 1.37% of the fund's average net assets. The higher or lower. The table includes costs paid by the figures in the table are based on last year's fund and its share of master portfolio costs. expenses. Actual expenses this year may be higher or lower. The table includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE EXPENSE EXAMPLE This example assumes that you invested $10,000 for the This example assumes that you invested $10,000 periods shown, that you earned a hypothetical 5% total for periods shown, that you earned a return each year, and that the fund's expenses were those hypothetical 5% total return each year, and in the table above. Your costs would be the same whether that the fund's expenses were those in the you sold your shares or continued to hold them at the end table above. Your costs would be the same of each period. Actual performance and expenses may be whether you sold your shares or continued to higher or lower. hold them at the end of each period. Actual performance and expenses may be higher or lower.

1 3 5 10 1 3 5 10 Year Years Years Years Year Years Years Years Expenses $125 $390 $676 $1489 Expenses $135 $421 $729 $1,601

97 NEUBERGER BERMAN GUARDIAN TRUST

CURRENT PROPOSED ------- -------- FEE TABLE FEE TABLE Shareholder fees None Shareholder fees None Annual operating expenses (% of average net Annual operating expenses (% of average assets)* net assets)* These are deducted from fund assets, so you These are deducted from fund assets, so pay them indirectly. you pay them indirectly. Management fees 0.84 Management fees 0.84 Plus: Distribution (12b-1) fees None PLUS: DISTRIBUTION (12B-1) FEES 0.10 Other expenses 0.04 Other expenses 0.04 ---------- ------- Equals: Total annual operating expenses 0.88 EQUALS: TOTAL ANNUAL OPERATING EXPENSES 0.98 * NBMI reimburses certain expenses of the fund so that * NBMI reimburses certain expenses of the fund its total annual operating expenses are not more than so that its total annual operating expenses 0.10% above those of another Neuberger Berman fund are not more than 0.20% above those of another that invests in the same portfolio of securities. Neuberger Berman fund that invests in the same This arrangement does not cover interest, taxes, portfolio of securities. This arrangement does brokerage commissions, and extraordinary expense. not cover interest, taxes, brokerage Under this arrangement, which NBMI can terminate upon commissions, and extraordinary expenses. Under 60 days' notice to the fund, total annual operating this arrangement, which NBMI can terminate expenses of the fund last year would have been upon 60 days' notice to the fund, total annual limited to .92% of the fund's average net assets. The operating expenses of the fund last year would figures in the table are based on last year's have been limited to 1.02% of the fund's expenses. Actual expenses this year may be higher or average net assets. The figures in the table lower. The table includes costs paid by the fund and are based on last year's expenses. Actual its share of master portfolio costs. expenses this year may be higher or lower. The table includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE EXPENSE EXAMPLE This example assumes that you invested $10,000 for the This example assumes that you invested $10,000 periods shown, that you earned a hypothetical 5% total for periods shown, that you earned a return each year, and that the fund's expenses were those hypothetical 5% total return each year, and in the table above. Your costs would be the same whether that the fund's expenses were those in the you sold your shares or continued to hold them at the end table above. Your costs would be the same of each period. Actual performance and expenses may be whether you sold your shares or continued to higher or lower. hold them at the end of each period. Actual performance and expenses may be higher or lower.

1 3 5 10 1 3 5 10 Year Years Years Years Year Years Years Years Expenses $90 $281 $488 $1084 Expenses $100 $312 $542 $1,201

98 NEUBERGER BERMAN PARTNERS TRUST

CURRENT PROPOSED ------- -------- FEE TABLE FEE TABLE Shareholder fees None Shareholder fees None Annual operating expenses (% of average net Annual operating expenses (% of average net assets)* assets)* These are deducted from fund assets, so you These are deducted from fund assets, so you pay them indirectly. pay them indirectly. Management fees 0.85 Management fees 0.85 Plus: Distribution (12b-1) fees None PLUS: DISTRIBUTION (12B-1) FEES 0.10 Other expenses 0.06 Other expenses 0.06 --------- ------- Equals: Total annual operating expenses 0.91 EQUALS: TOTAL ANNUAL OPERATING EXPENSES 1.01 * NBMI reimburses certain expenses of the fund so that * NBMI reimburses certain expenses of the fund its total annual operating expenses are not more than so that its total annual operating expenses 0.10% above those of another Neuberger Berman fund are not more than 0.20% above those of another that invests in the same portfolio of securities. Neuberger Berman fund that invests in the same This arrangement does not cover interest, taxes, portfolio of securities. This arrangement does brokerage commissions, and extraordinary expenses. not cover interest, taxes, brokerage Under this arrangement, which NBMI can terminate upon commissions, and extraordinary expenses. Under 60 days' notice to the fund, total annual operating this arrangement, which NBMI can terminate expenses of the fund last year would have been upon 60 days' notice to the fund, total annual limited to .92% of the fund's average net assets. The operating expenses of the fund last year would figures in the table are based on last year's have been limited to 1.02% of the fund's expenses. Actual expenses this year may be higher or average net assets. The figures in the table lower. The table includes costs paid by the fund and are based on last year's expenses. Actual its share of master portfolio costs. expenses this year may be higher or lower. The table includes costs paid by the fund and its share of master portfolio costs. EXPENSE EXAMPLE EXPENSE EXAMPLE This example assumes that you invested $10,000 for the This example assumes that you invested $10,000 periods shown, that you earned a hypothetical 5% total for periods shown, that you earned a return each year, and that the fund's expenses were those hypothetical 5% total return each year, and in the table above. Your costs would be the same whether that the fund's expenses were those in the you sold your shares or continued to hold them at the end table above. Your costs would be the same of each period. Actual performance and expenses may be whether you sold your shares or continued to higher or lower. hold them at the end of each period. Actual performance and expenses may be higher or lower.

1 3 5 10 1 3 5 10 Year Years Years Years Year Years Years Years Expenses $93 $290 $504 $1120 Expenses $103 $322 $558 $1236

99 REASONS FOR THE PROPOSAL. NBMI has recommended Proposal 5 to the Board of Trustees in light of the expenses associated with providing shareholder servicing and distribution services to the funds. NBMI believes that the distribution and shareholder servicing fee proposed for the funds is appropriate to defray a portion of the costs associated with shareholder servicing activities and to support the marketing of the funds. NBMI believes that the compensation practices that prevail among the entities that make the funds available to investors justify adopting the Distribution and Shareholder Services Plan. The funds rely exclusively on third-party service providers such as pension plan administrators, fund "supermarkets," banks and broker-dealers to make fund shares available to investors. These third-party service providers generally hold shares in omnibus accounts and provide shareholder services, including sub-accounting, shareholder assistance, transaction processing and settlements, shareholder account statement preparation and distribution, confirmation preparation and distribution, payment of fund distributions, prospectus delivery, and account-level tax reporting. Many of these third-party service providers have asked the funds for additional fees to cover their increasing costs, including those resulting from the increased use of sophisticated technology to support shareholder servicing. As a result, the funds face increasing costs and must pay these fees to maintain an effective servicing program that meets shareholders' expectations for a high level of service and up-to-date technology. NBMI believes that adopting the Distribution and Shareholder Services Plan is a prudent alternative to raising the fees under the funds' existing administration agreement. SEC rules prohibit a fund from paying for activities "primarily intended to result in the sale of shares" except pursuant to a plan adopted under the rules. While it is not clear that the services rendered by the funds' third-party service providers fall within the legal definition of activities "primarily intended to result in the sale of shares," recent SEC pronouncements raise a question, at least in the case of payments to fund supermarkets, whether a portion of the payments to the third-party service providers may be characterized as payments for share distribution. If the Plan is adopted, the fees paid would be available for distribution-related expenses as well as shareholder servicing. Many of the funds' competitors have distribution plans, which they use to compensate third-party service providers for making fund shares available to their clients and/or for providing services to investors. NBMI believes it will be difficult to maintain a relationship with these third-party service providers unless they are provided with additional compensation to offset the increased costs of making the funds available to their clients and maintaining the clients' assets in the funds. Certain third-party service providers that are registered broker-dealers may use money provided under the Distribution and Shareholder Services Plan to pay individual sales representatives. NBMI believes that the fees under the Distribution and Shareholder Services Plan will help the funds maintain an effective program to make their shares available to investors, which is necessary for the funds to maintain a sufficient size to spread their fixed costs over a substantial asset base. 100 CONSIDERATION AND APPROVAL BY THE BOARD OF TRUSTEES. Before approving the Distribution and Shareholder Services Plan, the funds' Trustees were provided with detailed information relating to it. They considered carefully the factors described above and consulted with independent counsel. The Trustees of Equity Trust considered, among other factors: (a) the circumstances that would make adoption of the Distribution and Shareholder Services Plan appropriate and the causes of such circumstances; (b) the way in which the Distribution and Shareholder Services Plan would address these circumstances; and (c) the amounts of the expenses under the Distribution and Shareholder Services Plan in relation to the overall cost structure of the funds. Taking the above factors into account, the Board of Trustees determined that approval of the Distribution and Shareholder Services Plan was appropriate for three principal reasons. First, because the third-party service providers who require increased fees are some of the funds' largest holders, the Trustees believe the funds must meet the demand for higher fees to maintain the funds' viability. The Trustees believe that maintenance of strong shareholder servicing and marketing efforts are of critical importance in the highly competitive mutual fund industry. To remain competitive, the funds need to meet the demands of changing technology and of rising shareholder service expectations. In light of recent SEC pronouncements, the Trustees believe that adopting the Distribution and Shareholder Services Plan is a prudent way to secure resources for third-party service provider needs, because the Plan would allow resources to be spent for both distribution and shareholder servicing activities. Second, the Board determined that the servicing and/or distribution fees under the Distribution and Shareholder Services Plan would be attractive to fund supermarkets and others that make the funds' shares available, resulting in greater growth of the funds or maintenance of fund assets at higher levels than might otherwise be the case. The Trustees recognized that if the funds experience growth as a result of increased shareholder subscriptions (sales of new shares), they will have greater access to cash for new purchases of securities, thereby making the funds easier to manage and maintaining their viability. The Trustees also recognized that an increase in each fund's asset size may result in certain economies of scale. These economies of scale would be shared by investors in the funds, both because fixed expenses would be spread over a larger asset base and because the management fees that the funds pay under their management contracts include breakpoints of declining percentages based on greater asset size. Third, the Trustees gave particular attention to the fact that to the extent the increase is not offset by economies of scale, the net result of the Distribution and Shareholder Services Plan will be to increase the operating expenses of each fund and, therefore, its expense ratio. The Trustees weighed this increase in expenses in their deliberations and determined that the payments under the Plan are reasonable, because the amount of the fee is closely tied to the actual or projected increases in the fees charged by many service providers. The Trustees also considered the extent to which the retention of assets and additional sales of fund shares would be likely to increase the amount of compensation paid by the funds to NBMI, because such fees are calculated as a percentage of each fund's assets and thus will increase if net assets increase. 101 The Trustees further recognized that there can be no assurance that any of the potential benefits described above will be achieved if the Distribution and Shareholder Services Plan is implemented. Following their consideration, the Trustees, including all of the Independent Trustees, concluded that the fees payable under the Distribution and Shareholder Services Plan were reasonable in view of both the services to be provided, directly or indirectly, by NBMI and others, and the anticipated benefits of the Distribution and Shareholder Services Plan. The Trustees, including all of the Independent Trustees, determined that implementing the Distribution and Shareholder Services Plan would have a reasonable likelihood of benefiting each fund and its shareholders and would be in the best interests of each fund and its shareholders. Accordingly, the Trustees, including all of the Independent Trustees, voted to approve the Distribution and Shareholder Services Plan, as set forth above, and to recommend that each fund's shareholders vote FOR the Proposal. REQUIRED VOTE Approval of Proposal 5 with respect to each fund requires the affirmative vote of a "majority of the outstanding voting securities" of that fund, which for this purpose means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the fund or (2) 67% or more of the shares of the fund present at the Meeting if more than 50% of the outstanding shares of the fund are represented at the Meeting in person or by proxy. The Distribution and Shareholder Services Plan will become effective with respect to a fund whose shareholders approve it as described above, even if shareholders of the other funds do not approve the Plan. THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THE DISTRIBUTION AND SHAREHOLDER SERVICES PLAN IN PROPOSAL 5. PROPOSAL 6. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION (SHAREHOLDERS OF CASH RESERVES ONLY) The Board of Trustees of Income Funds is proposing a change to a fundamental investment restriction of Neuberger Berman Cash Reserves. The proposed change would require Cash Reserves normally to invest at least 25% of its assets in the financial services group of industries. The law requires that a change to any investment policy that a fund deems "fundamental" must be approved by shareholders. Accordingly, the Board is asking you to consider this change. Cash Reserves' current policy prohibits the fund from "concentrating" (that is, investing 25% or more of its assets) in securities of issuers having their principal business activities in the same industry or group of industries. This restriction does not apply to (1) securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities; and (2) investments in CDs or bankers' acceptances issued by domestic branches of U.S. banks. As mentioned above, the proposed change would require Cash Reserves normally to invest at 102 least 25% of its assets in the financial services group of industries. Obligations of issuers in the financial services industries include, but are not limited to, those of domestic and foreign banks, savings institutions, consumer and industrial finance companies, issuers of asset-backed securities, securities brokerage companies and a variety of firms in the insurance field. The flexibility the fund previously had to concentrate or not concentrate in certain obligations of domestic banks would be deleted as no longer necessary. The Board believes changing this fundamental restriction would provide the fund with greater flexibility for future contingencies. The fund's investment manager believes that this change is desirable because an increasing number of instruments suitable for investment by money market funds are either issued or guaranteed by companies in the financial services industries. In addition, this change would conform the industry concentration policy of Cash Reserves to that of another money market fund in the Neuberger Berman fund family. Because Cash Reserves, under the new policy, would normally concentrate more than 25% of its total assets in the financial services industries, it will have greater exposure to the risks associated with those industries, such as adverse interest rate trends, increased credit defaults, potentially burdensome government regulation, the availability and cost of capital funds, and a decline in general economic conditions. Also, with financial services reform legislation, there is likely to be consolidation among entities in these industries, resulting in increased competitive pressures. The bank instruments in which Cash Reserves invests typically are not covered by deposit insurance. As amended by the language in bold, the limitation would read as follows: INDUSTRY CONCENTRATION. The Fund may not purchase any security if, as a result, 25% or more of its total assets (taken at current value) would be invested in the securities of issuers having their principal business activities in the same industry, EXCEPT THAT THE FUND NORMALLY WILL INVEST MORE THAN 25% OF ITS TOTAL ASSETS IN THE OBLIGATIONS OF ISSUERS HAVING THEIR PRINCIPAL BUSINESS ACTIVITIES IN THE FINANCIAL SERVICES INDUSTRIES OR REPURCHASE AGREEMENTS ON SUCH OBLIGATIONS. This limitation does not apply to purchases of securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities. REQUIRED VOTE Approval of Proposal 6 requires the affirmative vote of a "majority of the outstanding voting securities" of the fund, which for this purpose means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the fund or (2) 67% or more of the shares of the fund present at the Meeting if more than 50% of the outstanding shares of the fund are represented at the Meeting in person or by proxy. If Proposal 4 for conversion to a multi-class system is not approved, but Proposal 6 is approved, such approval would be deemed a change of policy for the fund, plus authority for the fund to cast its vote in favor of an identical change to policies of the master fund in which it invests. 103 If the change contemplated by Proposal 6 is not approved by shareholders of the fund, the existing fundamental restriction of the fund will continue in effect. THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THE MODIFICATION OF THE FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION IN PROPOSAL 6. PROPOSAL 7. MODIFICATION OF FUNDAMENTAL RESTRICTIONS OF NEUBERGER BERMAN GOVERNMENT MONEY FUND (SHAREHOLDERS OF GOVERNMENT MONEY FUND ONLY) The Board of Trustees of Income Funds has approved several changes to the fundamental investment limitations of Neuberger Berman Government Money Fund. The law requires that a change to any investment policy that a fund deems "fundamental" must be approved by shareholders. Accordingly, the Board is asking you to consider these changes. The Board believes the proposed changes would provide the fund with greater investment flexibility, while at the same time preserving the fund's objective of maximum safety and liquidity with the highest available current income. The Board believes that conforming the fund's fundamental restrictions to other similar Neuberger Berman funds will enhance management's ability to manage the fund's assets efficiently and effectively in changing regulatory and investment environments. A. MODIFYING THE FUNDAMENTAL RESTRICTION LIMITING GOVERNMENT MONEY FUND TO SECURITIES BACKED BY THE FULL FAITH AND CREDIT OF THE U.S. GOVERNMENT As a fundamental policy, Government Money Fund currently may not invest in any security that is not backed by the full faith and credit of the U.S. Government. The proposed change to this policy would allow the fund to invest in all securities issued or guaranteed as to principal or interest by the U.S. Government, its agencies or instrumentalities. U.S. Government agencies and instrumentalities issue many securities that are not backed by the full faith and credit of the U.S. Government, but are backed by the issuing agency or instrumentality. Some of these are backed by the right of the issuing entity to borrow from the U.S. Treasury, others by the discretionary authority of the Treasury to loan money, and still others only by the creditworthiness of the issuing entity. Investment in this broader array of U.S. Government securities offers the potential for greater income, but carries with it a greater degree of risk. The market prices of U.S. Government securities are not guaranteed by the government and generally fluctuate inversely with changing interest rates. However, the investment manager believes that, as the federal debt continues to shrink, the fund should have greater flexibility to access this broader array of government securities. The investment manager will continue to evaluate each security 104 purchased for the fund and, in accordance with SEC rules governing money market funds, must determine that it presents a minimal credit risk to the fund. B. REMOVING THE FUNDAMENTAL PROHIBITION ON REPURCHASE AGREEMENTS As a fundamental policy, Government Money Fund may not invest in repurchase agreements. The proposed change would allow the fund to invest in repurchase agreements collateralized by the same types of securities in which it can invest (although the securities used as collateral may have a longer maturity than the securities in which the fund normally invests). The proposed change would allow the fund to use repurchase agreements in an effort to earn more income. In a repurchase agreement, the fund would purchase securities from a bank that is a member of the Federal Reserve System or from a securities dealer that agrees to repurchase the securities from the fund at a higher price on a designated future date, usually less than a week from the purchase date. The difference between the purchase and sale prices is keyed to current interest rates, and repurchase agreements are treated under the securities laws as a form of lending. These agreements allow a fund to make profitable use of cash amounts that are either too small to invest otherwise or have come into the fund too late in the day to invest directly in government securities, or to get the latest (and therefore highest) rates when rates are rising. While costs, delays, or losses could result if the selling party to a repurchase agreement becomes bankrupt or otherwise defaults, repurchase agreements are generally considered to be a very secure form of lending. When a repurchase agreement is properly collateralized by government securities, the SEC permits money market funds, such as the Government Money Fund, to treat them as investments in government securities, rather than as investments in the bank or broker-dealer that is acting as counter-party. C. MODIFYING THE BORROWING POLICY TO PERMIT REVERSE REPURCHASE AGREEMENTS Currently, the fundamental borrowing policy of the Government Money Fund permits borrowing only from banks and only for temporary or emergency purposes. The proposed change would amend this policy to read as follows: The Fund may not borrow money, except that the Fund may (i) borrow money from banks for temporary or emergency purposes and not for leveraging or investment, AND (II) ENTER INTO REVERSE REPURCHASE AGREEMENTS FOR ANY purpose; provided that (i) and (ii) in combination do not exceed 33-1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings). IN ADDITION TO THE FOREGOING, THE FUND MAY BORROW FROM ANY PERSON FOR TEMPORARY PURPOSES IN AN AMOUNT NOT EXCEEDING 5% OF THE FUND'S TOTAL ASSETS AT THE TIME THE LOAN IS MADE. The principal purpose of the proposed change is to permit the fund to use reverse repurchase agreements. Reverse repurchase agreements are a form of borrowing very common among institutional investors such as mutual funds. In a reverse repurchase agreement, the fund would sell portfolio securities subject 105 to an agreement to repurchase the securities at a later date and for a fixed price. The difference between the purchase and sale prices generally reflects a market rate of interest. The investment manager for Government Money Fund may want to use reverse repurchase agreements to borrow money for investment purposes, as a means of earning additional income. Reverse repurchase agreements may be viewed as a form of leverage. Leverage creates an opportunity for increased total return but, at the same time, carries certain risks. For example, leverage will tend to amplify changes in the fund's net asset value. In addition, leverage from borrowing creates interest expenses for the fund. To the extent the income derived from securities purchased with borrowed funds exceeds the interest the fund will have to pay, the fund's total return will be greater than it would be if leverage were not used. Conversely, if the income from the assets obtained with borrowed funds is not sufficient to cover the cost of leveraging, the net income of the fund will be less than it would be if leverage were not used, and therefore the amount available for distribution to the fund's shareholders as dividends will be reduced. There is also a risk that the counter-party to a reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the fund. As a non-fundamental policy, the fund will not enter into reverse repurchase agreements if securities lending transactions and reverse repurchase agreements would exceed, in the aggregate, 33-1/3% of its total assets. Additionally, it is the investment manager's current intention not to use the proceeds of reverse repurchase agreements to invest in any securities with maturities beyond the end of the term of the reverse repurchase agreement. This practice is a way of limiting the risk of leverage. D. MODIFYING THE FUNDAMENTAL RESTRICTION TO PERMIT SECURITIES LENDING Currently, the fund is prohibited from making loans of its portfolio securities. The proposed change would amend the existing fundamental restriction on lending to read as follows: LENDING. The Fund may not lend any security or make any other loan if, as a result, more than 33-1/3% of its total assets (taken at current value) would be lent to other parties, provided, however, that in accordance with its investment objective, policies, and limitations, the Fund can (i) purchase debt securities and (ii) engage in repurchase agreements. The proposed change would provide the fund with another means of earning income through the lending of its portfolio securities. In recent years, this practice has become more widespread among mutual funds, including money market funds. Any loan of portfolio securities would be subject to certain special limitations and requirements established by the SEC staff to minimize the risk to registered investment companies. These special requirements provide that borrowers must continuously secure their obligations to return securities on loan from the fund by depositing collateral in a form determined by the fund's Trustees to be satisfactory. The collateral, which must be marked to market 106 daily, must be equal to at least 100% of the market value of the loaned securities, which will also be marked to market daily. As a non-fundamental policy, the fund will not lend securities if securities lending transactions and reverse repurchase agreements would exceed, in the aggregate, 33-1/3% of its total assets. There is a risk that a borrower will be unable or unwilling to return borrowed securities when asked, which could result in delays and losses to the fund. REQUIRED VOTE SHAREHOLDERS OF NEUBERGER BERMAN GOVERNMENT MONEY FUND MUST VOTE ON EACH OF THE CHANGES DESCRIBED IN ITEMS A-D OF PROPOSAL 7. Approval of each of the changes contemplated by Proposal 7 requires the affirmative vote of a "majority of the outstanding voting securities" of the fund, which for this purpose means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the fund or (2) 67% or more of the shares of the fund present at the Meeting if more than 50% of the outstanding shares of the fund are represented at the Meeting in person or by proxy. If Proposal 4 for conversion to a multi-class system is not approved, but Proposal 7 regarding fundamental restrictions and policies is approved, such approval would be deemed a change of policy for the fund, plus authority for that fund to cast its vote in favor of an identical change to policies of the master fund in which it invests. IF SHAREHOLDERS DO NOT APPROVE ONE OR MORE OF THE CHANGES DESCRIBED IN ITEMS A - D OF PROPOSAL 7, THEN THE FUND'S EXISTING POLICY WILL REMAIN IN EFFECT AS TO THAT PARTICULAR ITEM. EACH SEPARATE CHANGE DESCRIBED IN ITEMS A -D THAT IS APPROVED BY SHAREHOLDERS WILL BECOME EFFECTIVE WITH RESPECT TO THE FUND, EVEN IF OTHER CHANGES ARE NOT APPROVED. THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU APPROVE ITEMS A - D OF PROPOSAL 7. 107 OTHER INFORMATION INFORMATION ABOUT NBMI. NBMI, located at 605 Third Avenue, New York, New York 10158, serves as the funds' principal underwriter and administrator and as investment manager to the master funds. NBMI manages the master funds in conjunction with Neuberger Berman, LLC, as sub-adviser. Together, the firms manage more than $54.4 billion in total assets (as of June 30, 2000) and continue an asset management history that began in 1939. OTHER MATTERS TO COME BEFORE THE MEETING. The Trustees do not intend to present any other business at the Meeting, nor are they 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(s) will vote on those matters in accordance with their judgment. SHAREHOLDER PROPOSALS. The Trusts do 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 the Trust at 605 Third Avenue, New York, New York 10158, such that they will be received by the Trust a reasonable period of time prior to any such meeting. NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES. Please advise the Trusts 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 this proxy statement needed to supply copies to the beneficial owners of the respective shares. By Order of the Board of Trustees /s/ Claudia A. Brandon -------------------------------------- Claudia A. Brandon Secretary Neuberger Berman Equity Funds Neuberger Berman Equity Trust Neuberger Berman Equity Assets Neuberger Berman Equity Series Neuberger Berman Income Funds Neuberger Berman Income Trust 108 APPENDIX A FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION ("Agreement") is made as of ________, 2000, between Neuberger Berman Equity Funds ("Equity Funds"), on behalf of each segregated portfolio of assets ("series") thereof listed on Schedule A to this Agreement ("Schedule A") (each, an "Acquiring Fund"), and Neuberger Berman Equity Trust ("Equity Trust"), on behalf of each series thereof listed on Schedule A (each, a "Target"). (Each Acquiring Fund and Target is sometimes referred to herein individually as a "Fund" and collectively as the "Funds"; and Equity Funds and Equity Trust are sometimes referred to herein individually as an "Investment Company" and collectively as the "Investment Companies.") All agreements, representations, actions, and obligations described herein made or to be taken or undertaken by a Fund are made and shall be taken or undertaken by Equity Funds on behalf of each Acquiring Fund and by Equity Trust on behalf of each Target. The Investment Companies, each of which is a Delaware business trust, wish to effect eleven separate reorganizations, each described in section 368(a)(1) of the Internal Revenue Code of 1986, as amended ("Code"), and intend this Agreement to be, and adopt it as, a "plan of reorganization" within the meaning of the regulations under section 368 of the Code ("Regulations"). Each reorganization will involve the transfer of a Target's assets to the Acquiring Fund listed on Schedule A opposite its name (each, a "corresponding Acquiring Fund") in exchange solely for voting shares of beneficial interest in that Acquiring Fund and that Acquiring Fund's assumption of that Target's liabilities, followed by the constructive distribution of those shares PRO RATA to the holders of shares of beneficial interest in that Target in exchange therefor, all on the terms and conditions set forth herein. (All such transactions involving each Target and its corresponding Acquiring Fund are referred to herein as a "Reorganization.") For convenience, the balance of this Agreement will refer only to a single Reorganization, one Target, and one Acquiring Fund, but the terms and conditions hereof shall apply separately to each Reorganization. The consummation of one Reorganization shall not be contingent on the consummation of any other Reorganization. Each Target has a single class of shares ("Target Shares"). Acquiring Fund's shares are divided into multiple classes, including Trust Class shares. Only Acquiring Fund's Trust Class shares ("Acquiring Fund Shares"), which are substantially similar to the Target Shares, are involved in the Reorganization. In consideration of the mutual promises contained herein, the parties agree as follows: 1. PLAN OF REORGANIZATION AND TERMINATION -------------------------------------- 1.1. Target agrees to assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 ("Assets") to Acquiring Fund. Acquiring Fund agrees in exchange therefor -- (a) to issue and deliver to Target the number of full and fractional (rounded to the third decimal place) Acquiring Fund Shares determined by dividing the net value of Target (computed as set forth in paragraph 2.1) by the net asset value ("NAV") of an Acquiring Fund Share (computed as set forth in paragraph 2.2), and (b) to assume all of Target's liabilities described in paragraph 1.3 ("Liabilities"). These transactions shall take place at the Closing (as defined in paragraph 3.1). - 1 - 1.2. The Assets shall include all cash, cash equivalents, securities, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, books and records, deferred and prepaid expenses shown as assets on Target's books, and other property owned by Target at the Effective Time (as defined in paragraph 3.1). 1.3. The Liabilities shall include all of Target's liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, Target agrees to use its best efforts to discharge all its known Liabilities before the Effective Time. 1.4. At or immediately before the Effective Time, Target shall declare and pay to its shareholders a dividend and/or other distribution in an amount large enough so that it will have distributed substantially all (and in any event not less than 90%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and substantially all of its realized net capital gain, if any, for the current taxable year through the Effective Time. 1.5. At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Fund Shares received by it pursuant to paragraph 1.1 to Target's shareholders of record, determined as of the Effective Time (each a "Shareholder" and collectively "Shareholders"), in constructive exchange for their Target Shares. That distribution shall be accomplished by Equity Fund's transfer agent's opening accounts on Acquiring Fund's share transfer books in the Shareholders' names and transferring those Acquiring Fund Shares thereto. Each Shareholder's account shall be credited with the respective PRO RATA number of full and fractional (rounded to the third decimal place) Acquiring Fund Shares due that Shareholder. All outstanding Target Shares , including any represented by certificates, shall simultaneously be canceled on Target's share transfer books. Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. 1.6. As soon as reasonably practicable after distribution of the Acquiring Fund Shares pursuant to paragraph 1.5, but in all events within six months after the Effective Time, Target shall be terminated as a series of Equity Trust and any further actions shall be taken in connection therewith as required by applicable law. 1.7. Any reporting responsibility of Target to a public authority is and shall remain its responsibility up to and including the date on which it is terminated. 1.8. Any transfer taxes payable on issuance of Acquiring Fund Shares in a name other than that of the registered holder on Target's books of the Target Shares constructively exchanged therefor shall be paid by the person to whom those Acquiring Fund Shares are to be issued, as a condition of that transfer. 2. VALUATION --------- 2.1. For purposes of paragraph 1.1(a), Target's net value shall be (a) the value of the Assets computed as of the close of regular trading on the New York Stock Exchange ("NYSE") on the date of the Closing ("Valuation Time"), using the valuation procedures set forth in its then-current prospectus and statement of additional information ("SAI"), less (b) the amount of the Liabilities as of the Valuation Time. 2.2. For purposes of paragraph 1.1(a), the NAV of an Acquiring Fund Share shall be computed as of the Valuation Time, using the valuation procedures set forth in Acquiring Fund's then-current prospectus and SAI. - 2 - 2.3. All computations pursuant to paragraphs 2.1 and 2.2 shall be made by or under the direction of Neuberger Berman Management Inc. 3. CLOSING AND EFFECTIVE TIME 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Investment Companies' principal office on or about [____ _], 2000, or at such other place and/or on such other date as to which the Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time as to which the Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of Target's net value and/or the NAV of an Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when that trading shall have been fully resumed and that reporting shall have been restored. 3.2. Equity Trust's fund accounting and pricing agent shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to that information on Target's books immediately before the Closing. Equity Trust's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. Equity Trust shall deliver to Equity Funds at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares owned by each Shareholder, all as of the Effective Time, certified by Equity Trust's Secretary or an Assistant Secretary thereof. Equity Fund's transfer agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the Shareholders' names. Equity Funds shall issue and deliver a confirmation to Equity Trust evidencing the Acquiring Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Equity Trust that those Acquiring Fund Shares have been credited to Target's account on Acquiring Fund's books. 3.4. Each Investment Company shall deliver to the other at the Closing (a) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated by this Agreement and (b) bills of sale, checks, assignments, stock certificates, receipts, and other documents the other Investment Company or its counsel reasonably requests. 4. REPRESENTATIONS AND WARRANTIES ------------------------------ 4.1. Equity Trust represents and warrants as follows: 4.1.1. Equity Trust is a business trust duly organized and validly existing under the laws of the State of Delaware, and its Certificate of Trust has been duly filed in the office of the Secretary of State thereof; 4.1.2. Equity Trust is duly registered as an open-end management investment company under the Investment Company Act of 1940, as amended ("1940 Act"), and that registration will be in full force and effect at the Effective Time; 4.1.3. Target is a duly established and designated series of Equity Trust; - 3 - 4.1.4. At the Closing, Target will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer, and deliver the Assets free of any liens or other encumbrances; and on delivery and payment for the Assets, Acquiring Fund will acquire good and marketable title thereto; 4.1.5. Target's current prospectus and SAI conform in all material respects to the applicable requirements of the Securities Act of 1933, as amended ("1933 Act"), and the 1940 Act and the rules and regulations thereunder and do not 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 misleading; 4.1.6. Target is not in violation of, and the execution and delivery of this Agreement and consummation of the transactions contemplated hereby will not conflict with or violate, Delaware law or any provision of the Amended and Restated Trust Instrument ("Trust Instrument") or By-Laws of Equity Trust or of any agreement, instrument, lease, or other undertaking to which Target is a party or by which it is bound or result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree to which Target is a party or by which it is bound, except as previously disclosed in writing to and accepted by Equity Funds; 4.1.7. Except as otherwise disclosed in writing to and accepted by Equity Funds, all material contracts and other commitments of or applicable to Target (other than this Agreement and investment contracts, including options, futures, and forward contracts) will be terminated, or provision for discharge of any liabilities of Target thereunder will be made, at or prior to the Effective Time, without either Fund's incurring any liability or penalty with respect thereto and without diminishing or releasing any rights Target may have had with respect to actions taken or omitted or to be taken by any other party thereto prior to the Closing; 4.1.8. Except as otherwise disclosed in writing to and accepted by Equity Funds, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or (to Equity Trust's knowledge) threatened against Equity Trust with respect to Target or any of its properties or assets that, if adversely determined, would materially and adversely affect Target's financial condition or the conduct of its business; and Equity Trust knows of no facts that might form the basis for the institution of any such litigation, proceeding, or investigation and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially or adversely affects its business or its ability to consummate the transactions contemplated hereby; 4.1.9. The execution, delivery, and performance of this Agreement have been duly authorized as of the date hereof by all necessary action on the part of Equity Trust's board of trustees, which has made the determinations required by Rule 17a-8(a) under the 1940 Act; and, subject to approval by Target's shareholders, this Agreement constitutes a valid and legally binding obligation of Target, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws relating to or affecting creditors' rights and by general principles of equity; 4.1.10. At the Effective Time, the performance of this Agreement shall have been duly authorized by all necessary action by Target's shareholders; - 4 - 4.1.11. No governmental consents, approvals, authorizations, or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended ("1934 Act"), or the 1940 Act for the execution or performance of this Agreement by Equity Trust, except for (a) the filing with the Securities and Exchange Commission ("SEC") of a registration statement by Equity Funds on Form N-14 relating to the Acquiring Fund Shares issuable hereunder, and any supplement or amendment thereto ("Registration Statement"), including therein a prospectus/proxy statement ("Proxy Statement"), and (b) such consents, approvals, authorizations, and filings as have been made or received or as may be required subsequent to the Effective Time; 4.1.12. On the effective date of the Registration Statement, at the time of the shareholders' meeting referred to in paragraph 5.2, and at the Effective Time, the Proxy Statement will (a) comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act, and the 1940 Act and the rules and regulations thereunder and (b) 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 under which they were made, not misleading; provided that the foregoing shall not apply to statements in or omissions from the Proxy Statement made in reliance on and in conformity with information furnished by Equity Funds for use therein; 4.1.13. The Liabilities were incurred by Target in the ordinary course of its business and are associated with the Assets; and there are no Liabilities other than liabilities disclosed or provided for in Equity Trust's financial statements referred to in paragraph 4.1.18 and liabilities incurred by Target in the ordinary course of its business subsequent to [_______ __, 2000], or otherwise previously disclosed to Equity Funds, none of which has been materially adverse to the business, assets, or results of Target's operations; 4.1.14. Target is a "fund" as defined in section 851(g)(2) of the Code; it qualified for treatment as a regulated investment company under Subchapter M of the Code ("RIC") for each past taxable year since it commenced operations and will continue to meet all the requirements for that qualification for its current taxable year; the Assets will be invested at all times through the Effective Time in a manner that ensures compliance with the foregoing; and Target has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it; 4.1.15. Target is not under the jurisdiction of a court in a "title 11 or similar case" (within the meaning of section 368(a)(3)(A) of the Code); 4.1.16. During the five-year period ending on the Closing Date, neither Target nor any person "related" (as defined in section 1.368-1(e)(3) of the Regulations without regard to section 1.368-1(e)(3)(i)(A) thereof) to Target will have directly or through any transaction, agreement, or arrangement with any other person, (a) acquired Target Shares with consideration other than Acquiring Fund Shares or Target Shares, except for shares redeemed in the ordinary course of Target's business as a series of an open-end investment company as required by the 1940 Act, or (b) made distributions with respect to Target Shares, except for (i) dividends qualifying for the deduction for dividends paid (as defined in section 561 of the Code) referred to in sections 852(a)(1) and 4982(c)(1)(A) of the Code and (ii) additional distributions, to the extent they do not exceed 50% of the value (without giving effect to those distributions) of the proprietary interest in Target on the Closing Date; - 5 - 4.1.17. Target's federal income tax returns, and all applicable state and local tax returns, for all taxable years through and including the taxable year ended [_____ __, ____], have been timely filed and all taxes payable pursuant to those returns have been timely paid; and 4.1.18. Equity Trust's financial statements for the year ended [_____ __, ____], [AND FOR THE SIX MONTHS ENDED _____ __, 2000,] to be delivered to Equity Funds, fairly represent Target's financial position as of that [EACH SUCH] date and the results of its operations and changes in its net assets for the year [PERIOD] then ended. 4.2. Equity Funds represents and warrants as follows: 4.2.1. Equity Funds is a business trust duly organized and validly existing under the laws of the State of Delaware, and its Certificate of Trust has been duly filed in the office of the Secretary of State thereof; 4.2.2. Equity Funds is duly registered as an open-end management investment company under the 1940 Act, and that registration will be in full force and effect at the Effective Time; 4.2.3. Acquiring Fund is a duly established and designated series of Equity Funds; 4.2.4. No consideration other than Acquiring Fund Shares (and Acquiring Fund's assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization; 4.2.5. The Acquiring Fund Shares to be issued and delivered to Target hereunder will, at the Effective Time, have been duly authorized and, when issued and delivered as provided herein, will be duly and validly issued and outstanding shares of Acquiring Fund, fully paid and non-assessable; 4.2.6. Acquiring Fund's current prospectus and SAI conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder and do not 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 misleading; 4.2.7. Acquiring Fund is not in violation of, and the execution and delivery of this Agreement and consummation of the transactions contemplated hereby will not conflict with or violate, Delaware law or any provision of the Trust Instrument or By-Laws of Equity Funds or of any provision of any agreement, instrument, lease, or other undertaking to which Acquiring Fund is a party or by which it is bound or result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree to which Acquiring Fund is a party or by which it is bound, except as previously disclosed in writing to and accepted by Equity Trust; 4.2.8. Except as otherwise disclosed in writing to and accepted by Equity Trust, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or (to Equity Fund's knowledge) threatened against Equity Funds with respect to Acquiring Fund or any of its properties or assets that, if adversely determined, would materially and adversely affect Acquiring Fund's financial condition or the conduct of its business; and Equity Funds knows of no facts that might form the basis for the institution of any such litigation, proceeding, or investigation and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially or adversely affects its business or its ability to consummate the transactions contemplated hereby; - 6 - 4.2.9. The execution, delivery, and performance of this Agreement have been duly authorized as of the date hereof by all necessary action on the part of Equity Fund's board of trustees (together with Equity Trust's board of trustees, the "Boards"), which has made the determinations required by Rule 17a-8(a) under the 1940 Act; and this Agreement constitutes a valid and legally binding obligation of Acquiring Fund, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws relating to or affecting creditors' rights and by general principles of equity; 4.2.10. No governmental consents, approvals, authorizations, or filings are required under the 1933 Act, the 1934 Act, or the 1940 Act for the execution or performance of this Agreement by Equity Funds, except for (a) the filing with the SEC of the Registration Statement and (b) such consents, approvals, authorizations, and filings as have been made or received or as may be required subsequent to the Effective Time; 4.2.11. On the effective date of the Registration Statement, at the time of the shareholders' meeting referred to in paragraph 5.2, and at the Effective Time, the Proxy Statement will (a) comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act, and the 1940 Act and the rules and regulations thereunder and (b) 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 under which they were made, not misleading; provided that the foregoing shall not apply to statements in or omissions from the Proxy Statement made in reliance on and in conformity with information furnished by Equity Trust for use therein; 4.2.12. Acquiring Fund is a "fund" as defined in section 851(g)(2) of the Code; it qualified for treatment as a RIC for each past taxable year since it commenced operations and will continue to meet all the requirements for such qualification for its current taxable year; it intends to continue to meet all such requirements for the next taxable year; and it has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it; 4.2.13. Acquiring Fund has no plan or intention to issue additional Acquiring Fund Shares following the Reorganization except for shares issued in the ordinary course of its business as a series of an open-end investment company; nor does Acquiring Fund, or any person "related" (within the meaning of section 1.368-1(e)(3) of the Regulations) to Acquiring Fund, have any plan or intention to redeem or otherwise reacquire any Acquiring Fund Shares issued to the Shareholders pursuant to the Reorganization, except to the extent it is required by the 1940 Act to redeem any of its shares presented for redemption at NAV in the ordinary course of that business; 4.2.14. Following the Reorganization, Acquiring Fund (a) will continue Target's "historic business" (within the meaning of section 1.368-1(d)(2) of the Regulations), (b) will use a significant portion of Target's "historic business assets" (within the meaning of section 1.368-1(d)(3) of the Regulations) in a business; in addition, Acquiring Fund has no plan or intention to sell or otherwise dispose of any of the Assets, except for dispositions made in the ordinary course of that business and dispositions necessary to maintain its status as a RIC; 4.2.15. There is no plan or intention for Acquiring Fund to be dissolved or merged into another business trust or a corporation or any "fund" thereof (within the meaning of section 851(g)(2) of the Code) following the Reorganization; - 7 - 4.2.16. Acquiring Fund does not directly or indirectly own, nor at the Effective Time will it directly or indirectly own, nor has it directly or indirectly owned at any time during the past five years, any shares of Target; 4.2.17. Acquiring Fund's federal income tax returns, and all applicable state and local tax returns, for all taxable years through and including the taxable year ended [_____ __, ____], have been timely filed and all taxes payable pursuant to such returns have been timely paid; and 4.2.18. Equity Fund's financial statements for the year ended [_____ __, ____], [AND FOR THE SIX MONTHS ENDED _____ __, 2000,] to be delivered to Equity Trust, fairly represent Acquiring Fund's financial position as of that [EACH SUCH] date and the results of its operations and changes in its net assets for the year [PERIOD] then ended. 4.3. Each Investment Company represents and warrants as follows: 4.3.1. The fair market value of the Acquiring Fund Shares received by each Shareholder will be approximately equal to the fair market value of its Target Shares constructively surrendered in exchange therefor; 4.3.2. Its management (a) is unaware of any plan or intention of Shareholders to redeem, sell, or otherwise dispose of (i) any portion of their Target Shares before the Reorganization to any person "related" (within the meaning of section 1.368-1(e)(3) of the Regulations) to either Fund or (ii) any portion of the Acquiring Fund Shares to be received by them in the Reorganization to any person "related" (within such meaning) to Acquiring Fund, (b) does not anticipate dispositions of those Acquiring Fund Shares at the time of or soon after the Reorganization to exceed the usual rate and frequency of dispositions of shares of Target as a series of an open-end investment company, (c) expects that the percentage of Shareholder interests, if any, that will be disposed of as a result of or at the time of the Reorganization will be DE MINIMIS, and (d) does not anticipate that there will be extraordinary redemptions of Acquiring Fund Shares immediately following the Reorganization; 4.3.3. The Shareholders will pay their own expenses, if any, incurred in connection with the Reorganization; 4.3.4. The fair market value of the Assets on a going concern basis will equal or exceed the Liabilities to be assumed by Acquiring Fund and those to which the Assets are subject; 4.3.5. There is no intercompany indebtedness between the Funds that was issued or acquired, or will be settled, at a discount; 4.3.6. Pursuant to the Reorganization, Target will transfer to Acquiring Fund, and Acquiring Fund will acquire, at least 90% of the fair market value of the net assets, and at least 70% of the fair market value of the gross assets, Target held immediately before the Reorganization. For the purposes of this representation, any amounts Target used to pay its Reorganization expenses and to make redemptions and distributions immediately before the Reorganization (except (a) redemptions in the ordinary course of its business required by section 22(e) of the 1940 Act and (b) regular, normal dividend distributions made to conform to its policy of distributing all or substantially all of its income and gains to avoid the obligation to pay federal income tax and/or the excise tax under section 4982 of the Code) after the date of this Agreement will be included as assets held thereby immediately before the Reorganization; - 8 - 4.3.7. None of the compensation received by any Shareholder who is an employee of or service provider to Target will be separate consideration for, or allocable to, any of the Target Shares held by that Shareholder; none of the Acquiring Fund Shares received by any such Shareholder will be separate consideration for, or allocable to, any employment agreement, investment advisory agreement, or other service agreement; and the consideration paid to any such Shareholder will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm's-length for similar services; 4.3.8. Immediately after the Reorganization, the Shareholders will not own shares constituting "control" (within the meaning of section 304(c) of the Code) of Acquiring Fund; and 4.3.9. Neither Fund will be reimbursed for any expenses incurred by it or on its behalf in connection with the Reorganization unless those expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187). 5. COVENANTS 5.1. Each Fund covenants to operate its respective business in the ordinary course between the date hereof and the Closing, it being understood that -- (a) such ordinary course will include declaring and paying customary dividends and other distributions and changes in operations contemplated by each Fund's normal business activities, and (b) each Fund will retain exclusive control of its investments until the Closing; provided that Target shall not dispose of more than an insignificant portion of its historic business assets (as defined above) during that period without Acquiring Fund's prior consent. 5.2. Target covenants to call a shareholders' meeting to consider and act on this Agreement and to take all other action necessary to obtain approval of the transactions contemplated hereby. 5.3. Target covenants that the Acquiring Fund Shares to be delivered hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms hereof. 5.4. Target covenants that it will assist Equity Funds in obtaining information Equity Funds reasonably requests concerning the beneficial ownership of Target Shares. 5.5. Target covenants that its books and records (including all books and records required to be maintained under the 1940 Act and the rules and regulations thereunder) will be turned over to Equity Funds at the Closing. 5.6. Each Fund covenants to cooperate in preparing the Proxy Statement in compliance with applicable federal and state securities laws. 5.7. Each Fund covenants that it will, from time to time, as and when requested by the other Fund, execute and deliver or cause to be executed and delivered all assignments and other instruments, and will take or cause to be taken further action, the other Fund may deem necessary or desirable to vest in, and confirm to, (a) Acquiring Fund, title to and possession of all the Assets, and (b) Target, title to and possession of the Acquiring Fund Shares to be delivered hereunder, and otherwise to carry out the intent and purpose hereof. 5.8. Acquiring Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and state securities laws it deems appropriate to continue its operations after the Effective Time. - 9 - 5.9. Subject to this Agreement, each Fund covenants to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper, or advisable to consummate and effectuate the transactions contemplated hereby. 6. CONDITIONS PRECEDENT Each Fund's obligations hereunder shall be subject to (a) the other Fund's performance of all its obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of the other Fund contained herein being true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated hereby, as of the Effective Time, with the same force and effect as if made at and as of the Effective Time, and (c) the following further conditions that, at or before the Effective Time: 6.1. This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by each Board and shall have been approved by Target's shareholders in accordance with Equity Trust's Trust Instrument and By-Laws and applicable law. 6.2. All necessary filings shall have been made with the SEC and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and the SEC shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) deemed necessary by either Investment Company to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund's assets or properties, provided that either Investment Company may for itself waive any of such conditions. 6.3. At the Effective Time, no action, suit, or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or to obtain damages or other relief in connection with, the transactions contemplated hereby. 6.4. Equity Trust shall have received an opinion of Kirkpatrick & Lockhart LLP ("Counsel") substantially to the effect that: 6.4.1. Acquiring Fund is a duly established series of Equity Funds, a business trust duly organized and validly existing under the laws of the State of Delaware with power under its Trust Instrument to own all its properties and assets and, to the knowledge of Counsel, to carry on its business as presently conducted; 6.4.2. This Agreement (a) has been duly authorized, executed, and delivered by Equity Funds on behalf of Acquiring Fund and (b) assuming due authorization, execution, and delivery of this Agreement by Equity Trust on behalf of Target, is a valid and legally binding obligation of Equity Funds with respect to Acquiring Fund, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws relating to or affecting creditors' rights and by general principles of equity; 6.4.3. The Acquiring Fund Shares to be issued and distributed to the Shareholders under this Agreement, assuming their due delivery as contemplated by this Agreement, will be duly authorized, validly issued and outstanding, and fully paid and non-assessable; - 10 - 6.4.4. The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, materially violate Equity Fund's Trust Instrument or By-Laws or any provision of any agreement (known to Counsel, without any independent inquiry or investigation) to which Equity Funds (with respect to Acquiring Fund) is a party or by which it is bound or (to the knowledge of Counsel, without any independent inquiry or investigation) result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree to which Equity Funds (with respect to Acquiring Fund) is a party or by which it is bound, except as set forth in that opinion or as previously disclosed in writing to and accepted by Equity Trust; 6.4.5. To the knowledge of Counsel (without any independent inquiry or investigation), no consent, approval, authorization, or order of any court or governmental authority is required for the consummation by Equity Funds (on behalf of Acquiring Fund) of the transactions contemplated herein, except those obtained under the 1933 Act, the 1934 Act, and the 1940 Act and those that may be required under state securities laws; 6.4.6. Equity Funds is registered with the SEC as an investment company, and to the knowledge of Counsel no order has been issued or proceeding instituted to suspend that registration; and 6.4.7. To the knowledge of Counsel (without any independent inquiry or investigation), (a) no litigation, administrative proceeding, or investigation of or before any court or governmental body is pending or threatened as to Equity Funds (with respect to Acquiring Fund) or any of its properties or assets attributable or allocable to Acquiring Fund and (b) Equity Funds (with respect to Acquiring Fund) is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects Acquiring Fund's business, except as set forth in that opinion or as otherwise disclosed in writing to and accepted by Equity Trust. In rendering the foregoing opinion, Counsel may (1) rely, as to matters governed by the laws of the State of Delaware, on an opinion of competent Delaware counsel, (2) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, (3) limit that opinion to applicable federal and state law, and (4) define the word "knowledge" and related terms to mean the knowledge of attorneys then with Counsel who have devoted substantive attention to matters directly related to this Agreement and the Reorganization. 6.5. Equity Funds shall have received an opinion of Counsel substantially to the effect that: 6.5.1. Target is a duly established series of Equity Trust, a business trust duly organized and validly existing under the laws of the State of Delaware with power under its Trust Instrument to own all its properties and assets and, to the knowledge of Counsel, to carry on its business as presently conducted; 6.5.2. This Agreement (a) has been duly authorized, executed, and delivered by Equity Trust on behalf of Target and (b) assuming due authorization, execution, and delivery of this Agreement by Equity Funds on behalf of Acquiring Fund, is a valid and legally binding obligation of Equity Trust with respect to Target, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws relating to or affecting creditors' rights and by general principles of equity; 6.5.3. The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, materially violate Equity Trust's Trust Instrument or By-Laws or any - 11 - provision of any agreement (known to Counsel, without any independent inquiry or investigation) to which Equity Trust (with respect to Target) is a party or by which it is bound or (to the knowledge of Counsel, without any independent inquiry or investigation) result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree to which Equity Trust (with respect to Target) is a party or by which it is bound, except as set forth in that opinion or as previously disclosed in writing to and accepted by Equity Funds; 6.5.4. To the knowledge of Counsel (without any independent inquiry or investigation), no consent, approval, authorization, or order of any court or governmental authority is required for the consummation by Equity Trust (on behalf of Target) of the transactions contemplated herein, except those obtained under the 1933 Act, the 1934 Act, and the 1940 Act and those that may be required under state securities laws; 6.5.5. Equity Trust is registered with the SEC as an investment company, and to the knowledge of Counsel no order has been issued or proceeding instituted to suspend that registration; and 6.5.6. To the knowledge of Counsel (without any independent inquiry or investigation), (a) no litigation, administrative proceeding, or investigation of or before any court or governmental body is pending or threatened as to Equity Trust (with respect to Target) or any of its properties or assets attributable or allocable to Target and (b) Equity Trust (with respect to Target) is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects Target's business, except as set forth in that opinion or as otherwise disclosed in writing to and accepted by Equity Funds. In rendering the foregoing opinion, Counsel may (1) rely, as to matters governed by the laws of the State of Delaware, on an opinion of competent Delaware counsel, (2) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, (3) limit such opinion to applicable federal and state law, and (4) define the word "knowledge" and related terms to mean the knowledge of attorneys then with Counsel who have devoted substantive attention to matters directly related to this Agreement and the Reorganization. 6.6. Each Investment Company shall have received an opinion of Counsel, addressed to and in form and substance reasonably satisfactory to it, as to the federal income tax consequences mentioned below ("Tax Opinion"). In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations made in this Agreement, which Counsel may treat as representations made to it, or in separate letters addressed to Counsel and the certificates delivered pursuant to paragraph 3.4. The Tax Opinion shall be substantially to the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes: 6.6.1. Acquiring Fund's acquisition of the Assets in exchange solely for Acquiring Fund Shares and Acquiring Fund's assumption of the Liabilities, followed by Target's distribution of those shares PRO RATA to the Shareholders constructively in exchange for their Target Shares, will qualify as a reorganization within the meaning of section 368(a)(1) of the Code, and each Fund will be "a party to a reorganization" within the meaning of section 368(b) of the Code; - 12 - 6.6.2. Target will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and Acquiring Fund's assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in constructive exchange for their Target Shares; 6.6.3. Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities; 6.6.4. Acquiring Fund's basis in the Assets will be the same as Target's basis therein immediately before the Reorganization, and Acquiring Fund's holding period for the Assets will include Target's holding period therefor; 6.6.5. A Shareholder will recognize no gain or loss on the constructive exchange of all its Target Shares solely for Acquiring Fund Shares pursuant to the Reorganization; and 6.6.6. A Shareholder's aggregate basis in the Acquiring Fund Shares to be received by it in the Reorganization will be the same as the aggregate basis in its Target Shares to be constructively surrendered in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include its holding period for those Target Shares, provided the Shareholder held them as capital assets at the Effective Time. Notwithstanding subparagraphs 6.6.2 and 6.6.4, the Tax Opinion may state that no opinion is expressed as to the effect of the Reorganization on the Funds or any Shareholder with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. At any time before the Closing, either Investment Company may waive any of the foregoing conditions (except that set forth in paragraph 6.1) if, in the judgment of its Board, that waiver will not have a material adverse effect on its Fund's shareholders' interests. 7. BROKERAGE FEES AND EXPENSES 7.1. Each Investment Company represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. 7.2. Each Fund will bear its own Reorganization expenses. 8. ENTIRE AGREEMENT; NO SURVIVAL ----------------------------- Neither party has made any representation, warranty, or covenant not set forth herein, and this Agreement constitutes the entire agreement between the parties. The representations, warranties, and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the Closing. 9. TERMINATION OF AGREEMENT ------------------------ This Agreement may be terminated at any time at or prior to the Effective Time, whether before or after approval by Target's shareholders: 9.1. By either Fund (a) in the event of the other Fund's material breach of any representation, warranty, or covenant contained herein to be performed at or prior to the Effective Time, (b) if a condition to its obligations has not been met and it reasonably appears that such condition will not or cannot be met, or (c) if the Closing has not occurred on or before December 31, 2000; or 9.2. With respect to any funds, by the parties' mutual agreement. In the event of termination under paragraphs 9.1(c) or 9.2, there shall be no liability for damages on the part of either Fund, or the trustees or officers of either Investment Company, to the other Fund. - 13 - 10. AMENDMENT --------- This Agreement may be amended, modified, or supplemented at any time, notwithstanding approval thereof by Target's shareholders, in any manner mutually agreed on in writing by the parties; provided that following that approval no such amendment shall have a material adverse effect on the Shareholders' interests. 11. MISCELLANEOUS ------------- 11.1. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 11.2. Nothing expressed or implied herein is intended or shall be construed to confer on or give any person, firm, trust, or corporation other than the parties and their respective successors and assigns any rights or remedies under or by reason of this Agreement. 11.3. Each Investment Company acknowledges that the other is a business trust organized in series form. This Agreement is executed by Equity Funds on behalf of Acquiring Fund, and by Equity Trust on behalf of Target, and by their respective trustees and/or officers in their capacities as such, and not individually. Each Investment Company's obligations under this Agreement are not binding on or enforceable against any of its trustees, officers, or shareholders but are only binding on and enforceable against (a) in the case of Equity Funds, the assets and property of Acquiring Fund and no other series thereof and (b) in the case of Equity Trust, the assets and property of Target and no other series thereof. A trustee of one Investment Company shall not be personally liable hereunder to the other Investment Company or its trustees or shareholders for any act, omission, or obligation of the former Investment Company or any other trustee thereof. Each Investment Company agrees that, in asserting any rights or claims under this Agreement on behalf of its Fund, it shall look only to the other Fund's assets and property in settlement of those rights and claims and not to those trustees, officers, or shareholders. 11.4. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by each Investment Company and delivered to the other party. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. - 14 - IN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its duly authorized officers as of the day and year first written above. ATTEST: NEUBERGER BERMAN EQUITY FUNDS, on behalf of each of its series listed on Schedule A ----------------------------- By:_____________________________________ Secretary __________________ Vice President ATTEST: NEUBERGER BERMAN EQUITY TRUST, on behalf of each of its series listed on Schedule A ----------------------------- By:_____________________________________ Secretary __________________ Vice President - 15 -

SCHEDULE A TARGETS ACQUIRING FUNDS (All Series of Equity Trust) (All Series of Equity Funds) ---------------------------------------------- ------------------------------------------ Neuberger Berman Century Trust Neuberger Berman Century Fund Neuberger Berman Focus Trust Neuberger Berman Focus Fund Neuberger Berman Genesis Trust Neuberger Berman Genesis Fund Neuberger Berman Guardian Trust Neuberger Berman Guardian Fund Neuberger Berman International Trust Neuberger Berman International Fund Neuberger Berman Manhattan Trust Neuberger Berman Manhattan Fund Neuberger Berman Millennium Trust Neuberger Berman Millennium Fund Neuberger Berman Partners Trust Neuberger Berman Partners Fund Neuberger Berman Regency Trust Neuberger Berman Regency Fund Neuberger Berman Socially Responsive Trust Neuberger Berman Socially Responsive Fund Neuberger Berman Technology Trust Neuberger Berman Technology Fund

- 16 - APPENDIX B FORM OF NEUBERGER BERMAN EQUITY TRUST PLAN PURSUANT TO RULE 12B-1 WHEREAS, Neuberger Berman Equity Trust ("Trust") is an open-end management investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"), and intends to offer for public sale shares of beneficial interest in several series (each series a "Fund"); WHEREAS, the Trust desires to adopt a plan pursuant to Rule 12b-1 under the 1940 Act and the Board of Trustees has determined that there is a reasonable likelihood that adoption of said plan will benefit the Funds and their shareholders; and WHEREAS, the Trust has employed Neuberger Berman Management Inc. ("NBMI") as principal underwriter of the shares of the Trust; NOW, THEREFORE, the Trust hereby adopts this Plan Pursuant to Rule 12b-1 ("Plan") in accordance with Rule 12b-1 under the 1940 Act on the following terms and conditions: 1. This Plan applies to the Funds listed on Schedule A. 2. A. Each Fund shall pay to NBMI, as compensation for selling Fund shares or for providing services to Fund shareholders, a fee at the rate specified for that Fund on Schedule A, such fee to be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine. B. The fees payable hereunder are payable without regard to the aggregate amount that may be paid over the years, PROVIDED THAT, so long as the limitations set forth in Rule 2830 of the Conduct Rules ("Rule 2830") of the National Association of Securities Dealers, Inc. ("NASD") remain in effect and apply to recipients of payments made under this Plan, the amounts paid hereunder shall not exceed those limitations, including permissible interest. Amounts expended in support of the activities described in Paragraph 3.B. of this Plan may be excluded in determining whether expenditures under the Plan exceed the appropriate percentage of new gross assets specified in Rule 2830. 3. A. As principal underwriter of the Trust's shares, NBMI may spend such amounts as it deems appropriate on any activities or expenses primarily intended to result in the sale of shares of the Funds, including, but not limited to, compensation to employees of NBMI; compensation to NBMI and other broker-dealers that engage in or support the distribution of shares; expenses of NBMI and such other broker-dealers and entities, including overhead and telephone and other communication expenses; the printing of prospectuses, statements of additional information, and reports for other than existing shareholders; and the preparation and distribution of sales literature and advertising materials. 1 B. NBMI may spend such amounts as it deems appropriate on the administration and servicing of shareholder accounts, including, but not limited to, responding to inquiries from shareholders or their representatives requesting information regarding matters such as shareholder account or transaction status, net asset value of shares, performances, services, plans and options, investment policies, portfolio holdings, and distributions and taxation thereof; and dealing with complaints and correspondence of shareholders; including compensation to organizations and employees who service shareholder accounts, and expenses of such organizations, including overhead and telephone and other communications expenses. 4. This Plan shall take effect on December 1, 2000 and shall continue in effect with respect to each Fund for successive periods of one year from its execution for so long as such continuance is specifically approved with respect to such Fund at least annually together with any related agreements, by votes of a majority of both (a) the Board of Trustees of the Trust and (b) those Trustees who are not "interested persons" of the Trust, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Rule 12b-1 Trustees"), cast in person at a meeting or meetings called for the purpose of voting on this Plan and such related agreements; and only if the Trustees who approve the implementation or continuation of the Plan have reached the conclusion required by Rule 12b-1(e) under the 1940 Act. 5. Any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Plan or any related agreement shall provide to the Trust's Board of Trustees and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. 6. This Plan may be terminated with respect to a Fund at any time by vote of a majority of the Rule 12b-1 Trustees or by vote of a majority of the outstanding voting securities of that Fund. 7. This Plan may not be amended to increase materially the amount of fees to be paid by any Fund hereunder unless such amendment is approved by a vote of at least a majority of the outstanding securities (as defined in the 1940 Act) of that Fund, and no material amendment to the Plan shall be made unless such amendment is approved in the manner provided in Paragraph 4 hereof for annual approval. 8. While this Plan is in effect, the selection and nomination of Trustees who are not interested persons of the Trust, as defined in the 1940 Act, shall be committed to the discretion of Trustees who are themselves not interested persons. 9. The Trust shall preserve copies of this Plan and any related agreements for a period of not less than six years from the date of expiration of the Plan or agreement, as the case may be, the first two years in an easily accessible place; and shall preserve copies of each report made pursuant to Paragraph 5 hereof for a period of not less than six years from the date of such report, the first two years in an easily accessible place. - 2 - IN WITNESS WHEREOF, the Trust has executed this Plan Pursuant to Rule 12b-1 as of the day and year set forth below. Date: ___________________________ NEUBERGER BERMAN EQUITY TRUST Attest: By:________________________________ Name: Title: By: ___________________________ Agreed and assented to: NEUBERGER BERMAN MANAGEMENT INC. By:______________________________ Name: Title: - 3 - NEUBERGER BERMAN EQUITY TRUST PLAN PURSUANT TO RULE 12b-1 SCHEDULE A The series of Neuberger Berman Equity Trust subject to the Plan Pursuant to 12b-1, and the applicable fee rates, are: Fee (as a Percentage of Series Average Daily Net Assets ------ ------------------------ Neuberger Berman Century Trust 0.10% Neuberger Berman Focus Trust 0.10% Neuberger Berman Genesis Trust 0.10% Neuberger Berman Guardian Trust 0.10% Neuberger Berman Millennium Trust 0.10% Neuberger Berman Partners Trust 0.10% Neuberger Berman Regency Trust 0.10% Neuberger Berman Socially Responsive Trust 0.10% Neuberger Berman Technology Trust 0.10% - 4 - NEUBERGER BERMAN VOTE TODAY BY MAIL FUNDS TOUCH-TONE PHONE OR THE INTERNET CALL TOLL-FREE 1-888-221-0697 OR LOG ON TO WWW.PROXYWEB.COM P Please fold and detach card at perforation before mailing P PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS OCTOBER 31, 2000 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE NEUBERGER BERMAN ("NB") EQUITY AND INCOME FUNDS, NB EQUITY AND INCOME TRUSTS, NB EQUITY ASSETS AND NB EQUITY SERIES (EACH A "TRUST") AND RELATES TO THE PROPOSALS WITH RESPECT TO THE SERIES OF EACH TRUST (EACH A "FUND"). The undersigned hereby appoints as proxies Richard Russell, Daniel J. Sullivan and Claudia A. Brandon, and each of them (with power of substitution), to vote all shares of beneficial interest of the undersigned in the Fund at the Special Meeting of Shareholders to be held at 10:30 a.m., Eastern time, on October 31, 2000, at the offices of the Funds, 605 Third Avenue, 41st Floor, New York, NY 10158-3698, 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" ALL LISTED NOMINEES FOR TRUSTEE AND ALL LISTED PROPOSALS SET FORTH IN THIS PROXY STATEMENT RELATING TO THE FUND 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. Date _____________________, 2000 --------------------------------------------- --------------------------------------------- Signature (owner, joint owners, trustee, custodian, etc.) NEUBERGER FUNDS NEUBERGER BERMAN VOTE TODAY BY MAIL FUNDS TOUCH-TONE PHONE OR THE INTERNET CALL TOLL-FREE 1-888-221-0697 OR LOG ON TO WWW.PROXYWEB.COM P Please fold and detach card at perforation before mailing P PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS OCTOBER 31, 2000 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE NEUBERGER BERMAN ("NB") EQUITY AND INCOME FUNDS, NB EQUITY AND INCOME TRUSTS, NB EQUITY ASSETS AND NB EQUITY SERIES (EACH A "TRUST") AND RELATES TO THE PROPOSALS WITH RESPECT TO THE SERIES OF EACH TRUST (EACH A "FUND"). The undersigned hereby appoints as proxies Richard Russell, Daniel J. Sullivan and Claudia A. Brandon, and each of them (with power of substitution), to vote all shares of beneficial interest of the undersigned in the Fund at the Special Meeting of Shareholders to be held at 10:30 a.m., Eastern time, on October 31, 2000, at the offices of the Funds, 605 Third Avenue, 41st Floor, New York, NY 10158-3698, 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" ALL LISTED NOMINEES FOR TRUSTEE AND ALL LISTED PROPOSALS SET FORTH IN THIS PROXY STATEMENT RELATING TO THE FUND 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. Date _____________________, 2000 --------------------------------------------- --------------------------------------------- Signature (owner, joint owners, trustee, custodian, etc.) NEUBERGER FUNDS YOUR VOTE IS IMPORTANT PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. P Please fold and detach card at perforation before mailing P PLEASE VOTE BY CHECKING ( ) ) THE APPROPRIATE BOXES BELOW.

FOR all nominees WITHHOLD 1. To elect the nominees specified below as Trustees: listed (except as) authority marked to the to vote (01) John Cannon (02) Faith Colish (03) Walter G. Ehlers (04) C. Anne Harvey contrary at for all (05) Barry Hirsch (06) Michael M. Kassen (07) Robert A. Kavesh (08) Howard A. Mileaf left) nominees (09) Edward I. O'Brien (10) John T. Patterson, Jr. (11) John P. Rosenthal (12) William E. Rulon (13) Cornelius T. Ryan (14) Tom Decker Seip (15) Gustave H. Shubert (16) Candace L. Straight [ ] [ ] (17) Peter E. Sundman (18) Peter P. Trapp (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW. FOR AGAINST ABSTAIN ---------------------------------------------------------------------------------------------- 2. To approve a change in the fundamental investment limitation concerning diversification. [ ] [ ] [ ] 3. To ratify the selection of Ernst & Young LLP as the independent auditors. [ ] [ ] [ ] N.B. AMT-V.1

YOUR VOTE IS IMPORTANT PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. P Please fold and detach card at perforation before mailing P PLEASE VOTE BY CHECKING ( ) ) THE APPROPRIATE BOXES BELOW.

FOR all nominees WITHHOLD 1. To elect the nominees specified below as Trustees: listed (except as) authority marked to the to vote (01) John Cannon (02) Faith Colish (03) Walter G. Ehlers (04) C. Anne Harvey contrary at for all (05) Barry Hirsch (06) Michael M. Kassen (07) Robert A. Kavesh (08) Howard A. Mileaf left) nominees (09) Edward I. O'Brien (10) John T. Patterson, Jr. (11) John P. Rosenthal (12) William E. Rulon (13) Cornelius T. Ryan (14) Tom Decker Seip (15) Gustave H. Shubert (16) Candace L. Straight [ ] [ ] (17) Peter E. Sundman (18) Peter P. Trapp (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW. FOR AGAINST ABSTAIN ---------------------------------------------------------------------------------------------- 2. To approve a change in the fundamental investment limitation concerning diversification. [ ] [ ] [ ] 3. To ratify the selection of Ernst & Young LLP as the independent auditors. [ ] [ ] [ ] N.B. AMT-V.1

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST P Please fold and detach card at perforation before mailing P PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS OCTOBER 31, 2000 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("TRUST") AND RELATES TO THE PROPOSALS WITH RESPECT TO EACH SERIES OF THE TRUST (EACH A "FUND"). The undersigned hereby appoints as proxies Richard Russell, Daniel J. Sullivan and Claudia A. Brandon, and each of them (with power of substitution), to vote all shares of beneficial interest of the undersigned in the Fund at the Special Meeting of Shareholders to be held at 10:30 a.m., Eastern time, on October 31, 2000, at the offices of the Trust, 605 Third Avenue, 41st Floor, New York, NY 10158-3698, 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" ALL LISTED NOMINEES FOR TRUSTEE AND ALL LISTED PROPOSALS SET FORTH IN THIS PROXY STATEMENT RELATING TO THE FUND 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. Date _____________________, 2000 --------------------------------------------- --------------------------------------------- Signature (owner, joint owners, trustee, custodian, etc.) NEUBERGER BERMAN AMT NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST P Please fold and detach card at perforation before mailing P PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS OCTOBER 31, 2000 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("TRUST") AND RELATES TO THE PROPOSALS WITH RESPECT TO EACH SERIES OF THE TRUST (EACH A "FUND"). The undersigned hereby appoints as proxies Richard Russell, Daniel J. Sullivan and Claudia A. Brandon, and each of them (with power of substitution), to vote all shares of beneficial interest of the undersigned in the Fund at the Special Meeting of Shareholders to be held at 10:30 a.m., Eastern time, on October 31, 2000, at the offices of the Trust, 605 Third Avenue, 41st Floor, New York, NY 10158-3698, 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" ALL LISTED NOMINEES FOR TRUSTEE AND ALL LISTED PROPOSALS SET FORTH IN THIS PROXY STATEMENT RELATING TO THE FUND 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. Date _____________________, 2000 --------------------------------------------- --------------------------------------------- Signature (owner, joint owners, trustee, custodian, etc.) NEUBERGER BERMAN AMT 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. P Please fold and detach card at perforation before mailing P PLEASE VOTE BY CHECKING ( ) ) THE APPROPRIATE BOXES BELOW.

FOR all nominees WITHHOLD 1. To elect the nominees specified below as Trustees: listed (except as) authority marked to the to vote (01) John Cannon (02) Faith Colish (03) Walter G. Ehlers (04) C. Anne Harvey contrary at for all (05) Barry Hirsch (06) Michael M. Kassen (07) Robert A. Kavesh (08) Howard A. Mileaf left) nominees (09) Edward I. O'Brien (10) John T. Patterson, Jr. (11) John P. Rosenthal (12) William E. Rulon (13) Cornelius T. Ryan (14) Tom Decker Seip (15) Gustave H. Shubert (16) Candace L. Straight [ ] [ ] (17) Peter E. Sundman (18) Peter P. Trapp (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW. FOR AGAINST ABSTAIN ---------------------------------------------------------------------------------------------- 2. To approve a change in the fundamental investment limitation concerning diversification. [ ] [ ] [ ] 3. To ratify the selection of Ernst & Young LLP as the independent auditors. [ ] [ ] [ ] PLEASE SIGN AND DATE THE OTHER SIDE. NEUBERGER BERMAN AMT

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. P Please fold and detach card at perforation before mailing P PLEASE VOTE BY CHECKING ( ) ) THE APPROPRIATE BOXES BELOW.

FOR all nominees WITHHOLD 1. To elect the nominees specified below as Trustees: listed (except as) authority marked to the to vote (01) John Cannon (02) Faith Colish (03) Walter G. Ehlers (04) C. Anne Harvey contrary at for all (05) Barry Hirsch (06) Michael M. Kassen (07) Robert A. Kavesh (08) Howard A. Mileaf left) nominees (09) Edward I. O'Brien (10) John T. Patterson, Jr. (11) John P. Rosenthal (12) William E. Rulon (13) Cornelius T. Ryan (14) Tom Decker Seip (15) Gustave H. Shubert (16) Candace L. Straight [ ] [ ] (17) Peter E. Sundman (18) Peter P. Trapp (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW. FOR AGAINST ABSTAIN ---------------------------------------------------------------------------------------------- 2. To approve a change in the fundamental investment limitation concerning diversification. [ ] [ ] [ ] 3. To ratify the selection of Ernst & Young LLP as the independent auditors. [ ] [ ] [ ] PLEASE SIGN AND DATE THE OTHER SIDE. NEUBERGER BERMAN AMT

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. P Please fold and detach card at perforation before mailing P PLEASE VOTE BY CHECKING ( ) ) THE APPROPRIATE BOXES BELOW.

FOR all nominees WITHHOLD 1. To elect the nominees specified below as Trustees: listed (except as) authority marked to the to vote (01) John Cannon (02) Faith Colish (03) Walter G. Ehlers (04) C. Anne Harvey contrary at for all (05) Barry Hirsch (06) Michael M. Kassen (07) Robert A. Kavesh (08) Howard A. Mileaf left) nominees (09) Edward I. O'Brien (10) John T. Patterson, Jr. (11) John P. Rosenthal (12) William E. Rulon (13) Cornelius T. Ryan (14) Tom Decker Seip (15) Gustave H. Shubert (16) Candace L. Straight 1. [ ] [ ] (17) Peter E. Sundman (18) Peter P. Trapp (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW. FOR AGAINST ABSTAIN ---------------------------------------------------------------------------------------------- 2. To approve a change in the fundamental investment limitation concerning diversification. 2. [ ] [ ] [ ] FOR MANHATTAN, MILLENNIUM AND SOCIALLY RESPONSIVE FUND, TRUST AND ASSETS AND CENTURY, REGENCY AND TECHNOLOGY FUND AND TRUST ONLY: 3. To approve the selection of PricewaterhouseCoopers LLP as the independent accountants. FOR ALL OTHER FUNDS: 3. To approve the selection of Ernst & Young LLP as the independent auditors. 3. [ ] [ ] [ ] FOR ALL ASSETS, TRUSTS AND GENESIS INSTITUTIONAL ONLY: 4. To approve an Agreement and Plan of Reorganization. 4. [ ] [ ] [ ] FOR GENESIS TRUST, GUARDIAN TRUST AND PARTNERS TRUST ONLY: 5. To approve a distribution and shareholder services plan. 5. [ ] [ ] [ ] FOR CASH RESERVES ONLY: 6. To approve a change in the fundamental restriction concerning industry concentration. 6. [ ] [ ] [ ] FOR GOVERNMENT MONEY FUND ONLY: 7A. To modify the fundamental policy to permit investment in all securities issued or 7A.[ ] [ ] [ ] guaranteed by the U.S. Government. 7B. To modify the fundamental lending policy to permit repurchase agreements. 7B.[ ] [ ] [ ] 7C. To modify the fundamental borrowing policy to permit reverse repurchase agreements. 7C.[ ] [ ] [ ] 7D. To modify the fundamental lending policy to permit securities lending. 7D.[ ] [ ] [ ] PLEASE SIGN AND DATE THE OTHER SIDE EQUITY TRUST-ALT

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. P Please fold and detach card at perforation before mailing P PLEASE VOTE BY CHECKING ( ) ) THE APPROPRIATE BOXES BELOW.

FOR all nominees WITHHOLD 1. To elect the nominees specified below as Trustees: listed (except as) authority marked to the to vote (01) John Cannon (02) Faith Colish (03) Walter G. Ehlers (04) C. Anne Harvey contrary at for all (05) Barry Hirsch (06) Michael M. Kassen (07) Robert A. Kavesh (08) Howard A. Mileaf left) nominees (09) Edward I. O'Brien (10) John T. Patterson, Jr. (11) John P. Rosenthal (12) William E. Rulon (13) Cornelius T. Ryan (14) Tom Decker Seip (15) Gustave H. Shubert (16) Candace L. Straight 1. [ ] [ ] (17) Peter E. Sundman (18) Peter P. Trapp (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW. FOR AGAINST ABSTAIN ---------------------------------------------------------------------------------------------- 2. To approve a change in the fundamental investment limitation concerning diversification. 2. [ ] [ ] [ ] FOR MANHATTAN, MILLENNIUM AND SOCIALLY RESPONSIVE FUND, TRUST AND ASSETS AND CENTURY, REGENCY AND TECHNOLOGY FUND AND TRUST ONLY: 3. To approve the selection of PricewaterhouseCoopers LLP as the independent accountants. FOR ALL OTHER FUNDS: 3. To approve the selection of Ernst & Young LLP as the independent auditors. 3. [ ] [ ] [ ] FOR ALL ASSETS, TRUSTS AND GENESIS INSTITUTIONAL ONLY: 4. To approve an Agreement and Plan of Reorganization. 4. [ ] [ ] [ ] FOR GENESIS TRUST, GUARDIAN TRUST AND PARTNERS TRUST ONLY: 5. To approve a distribution and shareholder services plan. 5. [ ] [ ] [ ] FOR CASH RESERVES ONLY: 6. To approve a change in the fundamental restriction concerning industry concentration. 6. [ ] [ ] [ ] FOR GOVERNMENT MONEY FUND ONLY: 7A. To modify the fundamental policy to permit investment in all securities issued or 7A.[ ] [ ] [ ] guaranteed by the U.S. Government. 7B. To modify the fundamental lending policy to permit repurchase agreements. 7B.[ ] [ ] [ ] 7C. To modify the fundamental borrowing policy to permit reverse repurchase agreements. 7C.[ ] [ ] [ ] 7D. To modify the fundamental lending policy to permit securities lending. 7D.[ ] [ ] [ ] PLEASE SIGN AND DATE THE OTHER SIDE EQUITY TRUST-ALT

NEUBERGER BERMAN FUNDS P Please fold and detach card at perforation before mailing p VOTING INSTRUCTION CARD FOR THE SPECIAL MEETING OF SHAREHOLDERS OCTOBER 31, 2000 The undersigned, revoking previous proxies, hereby instructs the Company to vote all shares of the above-referenced Fund (the Fund), which are held in the account of the undersigned at the Special Meeting of persons having a voting interest in Neuberger Berman Equity Trust (the Trust), to be held at the office of the Fund, 605 Third Avenue, 41st Floor, New York, NY 10158-3698, on October 31, 2000, at 10:30 a.m., Eastern time, and at any adjournments thereof. The Company is hereby instructed to vote on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged. 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" ALL NOMINEES FOR TRUSTEE AND ALL LISTED PROPOSALS RELATING TO THE TRUST AND THE FUND, WITH 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. THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND. 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. Date _____________________, 2000 --------------------------------------------- --------------------------------------------- Signature (owner, joint owners, trustee, custodian, etc.) EQUITY TRUST-ALT NEUBERGER BERMAN FUNDS P Please fold and detach card at perforation before mailing p VOTING INSTRUCTION CARD FOR THE SPECIAL MEETING OF SHAREHOLDERS OCTOBER 31, 2000 The undersigned, revoking previous proxies, hereby instructs the Company to vote all shares of the above-referenced Fund (the Fund), which are held in the account of the undersigned at the Special Meeting of persons having a voting interest in Neuberger Berman Equity Trust (the Trust), to be held at the office of the Fund, 605 Third Avenue, 41st Floor, New York, NY 10158-3698, on October 31, 2000, at 10:30 a.m., Eastern time, and at any adjournments thereof. The Company is hereby instructed to vote on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged. 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" ALL NOMINEES FOR TRUSTEE AND ALL LISTED PROPOSALS RELATING TO THE TRUST AND THE FUND, WITH 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. THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND. 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. Date _____________________, 2000 --------------------------------------------- --------------------------------------------- Signature (owner, joint owners, trustee, custodian, etc.) EQUITY TRUST-ALT YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. P Please fold and detach card at perforation before mailing P PLEASE VOTE BY CHECKING ( ) ) THE APPROPRIATE BOXES BELOW.

FOR all nominees WITHHOLD 1. To elect the nominees specified below as Trustees: listed (except as) authority marked to the to vote (01) John Cannon (02) Faith Colish (03) Walter G. Ehlers (04) C. Anne Harvey contrary at for all (05) Barry Hirsch (06) Michael M. Kassen (07) Robert A. Kavesh (08) Howard A. Mileaf left) nominees (09) Edward I. O'Brien (10) John T. Patterson, Jr. (11) John P. Rosenthal (12) William E. Rulon (13) Cornelius T. Ryan (14) Tom Decker Seip (15) Gustave H. Shubert (16) Candace L. Straight 1. [ ] [ ] (17) Peter E. Sundman (18) Peter P. Trapp (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW. FOR AGAINST ABSTAIN ---------------------------------------------------------------------------------------------- 2. To approve a change in the fundamental investment limitation concerning diversification. 2. [ ] [ ] [ ] FOR MANHATTAN, MILLENNIUM AND SOCIALLY RESPONSIVE FUND, TRUST AND ASSETS AND CENTURY, REGENCY AND TECHNOLOGY FUND AND TRUST ONLY: 3. To approve the selection of PricewaterhouseCoopers LLP as the independent accountants. FOR ALL OTHER FUNDS: 3. To approve the selection of Ernst & Young LLP as the independent auditors. 3. [ ] [ ] [ ] FOR ALL ASSETS, TRUSTS AND GENESIS INSTITUTIONAL ONLY: 4. To approve an Agreement and Plan of Reorganization. 4. [ ] [ ] [ ] FOR GENESIS TRUST, GUARDIAN TRUST AND PARTNERS TRUST ONLY: 5. To approve a distribution and shareholder services plan. 5. [ ] [ ] [ ] FOR CASH RESERVES ONLY: 6. To approve a change in the fundamental restriction concerning industry concentration. 6. [ ] [ ] [ ] FOR GOVERNMENT MONEY FUND ONLY: 7A. To modify the fundamental policy to permit investment in all securities issued or 7A.[ ] [ ] [ ] guaranteed by the U.S. Government. 7B. To modify the fundamental lending policy to permit repurchase agreements. 7B.[ ] [ ] [ ] 7C. To modify the fundamental borrowing policy to permit reverse repurchase agreements. 7C.[ ] [ ] [ ] 7D. To modify the fundamental lending policy to permit securities lending. 7D.[ ] [ ] [ ] PLEASE SIGN AND DATE THE OTHER SIDE NEUBERGER FUNDS

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. P Please fold and detach card at perforation before mailing P PLEASE VOTE BY CHECKING ( ) ) THE APPROPRIATE BOXES BELOW.

FOR all nominees WITHHOLD 1. To elect the nominees specified below as Trustees: listed (except as) authority marked to the to vote (01) John Cannon (02) Faith Colish (03) Walter G. Ehlers (04) C. Anne Harvey contrary at for all (05) Barry Hirsch (06) Michael M. Kassen (07) Robert A. Kavesh (08) Howard A. Mileaf left) nominees (09) Edward I. O'Brien (10) John T. Patterson, Jr. (11) John P. Rosenthal (12) William E. Rulon (13) Cornelius T. Ryan (14) Tom Decker Seip (15) Gustave H. Shubert (16) Candace L. Straight 1. [ ] [ ] (17) Peter E. Sundman (18) Peter P. Trapp (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW. FOR AGAINST ABSTAIN ---------------------------------------------------------------------------------------------- 2. To approve a change in the fundamental investment limitation concerning diversification. 2. [ ] [ ] [ ] FOR MANHATTAN, MILLENNIUM AND SOCIALLY RESPONSIVE FUND, TRUST AND ASSETS AND CENTURY, REGENCY AND TECHNOLOGY FUND AND TRUST ONLY: 3. To approve the selection of PricewaterhouseCoopers LLP as the independent accountants. FOR ALL OTHER FUNDS: 3. To approve the selection of Ernst & Young LLP as the independent auditors. 3. [ ] [ ] [ ] FOR ALL ASSETS, TRUSTS AND GENESIS INSTITUTIONAL ONLY: 4. To approve an Agreement and Plan of Reorganization. 4. [ ] [ ] [ ] FOR GENESIS TRUST, GUARDIAN TRUST AND PARTNERS TRUST ONLY: 5. To approve a distribution and shareholder services plan. 5. [ ] [ ] [ ] FOR CASH RESERVES ONLY: 6. To approve a change in the fundamental restriction concerning industry concentration. 6. [ ] [ ] [ ] FOR GOVERNMENT MONEY FUND ONLY: 7A. To modify the fundamental policy to permit investment in all securities issued or 7A.[ ] [ ] [ ] guaranteed by the U.S. Government. 7B. To modify the fundamental lending policy to permit repurchase agreements. 7B.[ ] [ ] [ ] 7C. To modify the fundamental borrowing policy to permit reverse repurchase agreements. 7C.[ ] [ ] [ ] 7D. To modify the fundamental lending policy to permit securities lending. 7D.[ ] [ ] [ ] PLEASE SIGN AND DATE THE OTHER SIDE NEUBERGER FUNDS

PROXY TABULATOR VOTE TODAY BY MAIL. P.O. BOX 9132 HINGHAM, MA 02043-9132 VOTING INSTRUCTION CARD FOR THE SPECIAL MEETING OF SHAREHOLDERS OCTOBER 31, 2000 P Please fold and detach card at perforation before mailing P The undersigned, revoking previous instructions, hereby instructs the above-referenced Insurance Company (the "Company"), to vote all shares of the above-referenced Fund (the "Fund"), which are held in the account of the undersigned at the Special Meeting of persons having a voting interest in the above-referenced Fund, to be held on October 31, 2000, at 10:30 a.m., Eastern time at the offices of the Fund, 605 Third Avenue, 41st Floor, New York, NY 10158-3698, and at any adjournments thereof (the "Meeting"). The Company is hereby instructed to vote on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged. THE VOTING INSTRUCTION CARD IS SOLICITED BY THE COMPANY FROM OWNERS OF VARIABLE ANNUITY CONTRACTS AND/OR VARIABLE LIFE INSURANCE POLICIES ISSUED BY THE COMPANY WHO HAVE SPECIFIED THAT A PORTION OF THEIR PREMIUMS BE ALLOCATED TO THE ABOVE-REFERENCED FUND. The shares represented by this voting instruction card will be voted as instructed. Unless indicated to the contrary, this proxy shall be deemed to grant authority to vote "FOR" all proposals relating to the Fund with discretionary power to vote upon such other business as may properly come before the Meeting. YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THIS CARD BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. Date _____________________, 2000 Please sign exactly as your name appears on this card. If joint owners, EITHER may sign the card. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title. --------------------------------------------- --------------------------------------------- Signature(s) N.B. AMT V.I. PROXY TABULATOR VOTE TODAY BY MAIL. P.O. BOX 9132 HINGHAM, MA 02043-9132 VOTING INSTRUCTION CARD FOR THE SPECIAL MEETING OF SHAREHOLDERS OCTOBER 31, 2000 P Please fold and detach card at perforation before mailing P The undersigned, revoking previous instructions, hereby instructs the above-referenced Insurance Company (the "Company"), to vote all shares of the above-referenced Fund (the "Fund"), which are held in the account of the undersigned at the Special Meeting of persons having a voting interest in the above-referenced Fund, to be held on October 31, 2000, at 10:30 a.m., Eastern time at the offices of the Fund, 605 Third Avenue, 41st Floor, New York, NY 10158-3698, and at any adjournments thereof (the "Meeting"). The Company is hereby instructed to vote on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged. THE VOTING INSTRUCTION CARD IS SOLICITED BY THE COMPANY FROM OWNERS OF VARIABLE ANNUITY CONTRACTS AND/OR VARIABLE LIFE INSURANCE POLICIES ISSUED BY THE COMPANY WHO HAVE SPECIFIED THAT A PORTION OF THEIR PREMIUMS BE ALLOCATED TO THE ABOVE-REFERENCED FUND. The shares represented by this voting instruction card will be voted as instructed. Unless indicated to the contrary, this proxy shall be deemed to grant authority to vote "FOR" all proposals relating to the Fund with discretionary power to vote upon such other business as may properly come before the Meeting. YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THIS CARD BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. Date _____________________, 2000 Please sign exactly as your name appears on this card. If joint owners, EITHER may sign the card. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title. --------------------------------------------- --------------------------------------------- Signature(s) N.B. AMT V.I. NEUBERGER BERMAN EQUITY FUNDS (INCLUDING THE CENTURY, FOCUS, GENESIS, GUARDIAN, INTERNATIONAL, MANHATTAN, MILLENNIUM, PARTNERS, REGENCY, SOCIALLY RESPONSIVE AND TECHNOLOGY SERIES) (EACH A "FUND") NEUBERGER BERMAN INCOME FUNDS (including the Cash Reserves, Government Money, High Yield Bond, Institutional Cash, Limited Maturity Bond, Municipal Money and Municipal Securities series) (EACH A "FUND") 605 THIRD AVENUE, 2ND FLOOR NEW YORK, NEW YORK 10158-0180 STATEMENT OF ADDITIONAL INFORMATION DATED AUGUST 15, 2000 This Statement of Additional Information ("SAI") relates specifically to the reorganization of Neuberger Berman Equity Funds, Neuberger Berman Equity Trust, Neuberger Berman Equity Assets, Neuberger Berman Equity Series, Neuberger Berman Income Funds and Neuberger Berman Income Trust from a "master feeder" structure" to a single-level, multiple-class structure. This Statement of Additional Information is not a prospectus and should be read only in conjunction with the Prospectus and Information Statement dated August 15, 2000 relating to the above-referenced matter. A copy of the Prospectus and Information Statement may be obtained by calling Neuberger Berman Management Inc. at 800-877-9700. This Statement of Additional Information consists of the information set forth herein and the following described documents, each of which is incorporated by reference herein (legally forms a part of the SAI): (1) The audited financial statements of Neuberger Berman Income Funds and Income Managers Trust and notes thereto for the fiscal year ended October 31, 1999, and the reports of Ernst & Young LLP, independent auditors, with respect to such audited financial statements of Neuberger Berman CASH RESERVES and Portfolio, Neuberger Berman GOVERNMENT MONEY Fund and Portfolio, Neuberger Berman HIGH YIELD BOND Fund and Portfolio, and Neuberger Berman LIMITED MATURITY BOND Fund and Portfolio, previously filed on EDGAR, Accession Number 0000898432-99-001174. (2) The unaudited financial statements of Neuberger Berman Income Funds and Income Managers Trust and notes thereto for the semi-annual period ended April 30, 2000, with respect to Neuberger Berman CASH RESERVES and Portfolio, Neuberger Berman GOVERNMENT MONEY Fund and Portfolio, Neuberger Berman HIGH YIELD BOND Fund and Portfolio, and Neuberger Berman LIMITED MATURITY BOND Fund and Portfolio, previously filed on EDGAR, Accession Number 0000898432-000465. (3) The audited financial statements of Neuberger Berman Income Funds and Income Managers Trust and notes thereto for the fiscal year 1 ended October 31, 1999, and the reports of Ernst & Young LLP, independent auditors, with respect to such audited financial statements of Neuberger Berman MUNICIPAL MONEY FUND and Portfolio and Neuberger Berman MUNICIPAL SECURITIES Trust and Portfolio, previously filed on EDGAR, Accession Number 0000898432-99-001176. (4) The unaudited financial statements of Neuberger Berman Income Funds and Income Managers Trust and notes thereto for the semi-annual period ended April 30, 2000, with respect to Neuberger Berman MUNICIPAL MONEY FUND and Portfolio and Neuberger Berman MUNICIPAL SECURITIES Trust and Portfolio, previously filed on EDGAR, Accession Number 0000898432-00-000466. (5) The audited financial statements of Neuberger Berman Income Trust and Income Managers Trust and notes thereto for the fiscal year ended October 31, 1999, and the reports of Ernst & Young LLP, independent auditors, with respect to such audited financial statements of Neuberger Berman LIMITED MATURITY BOND Trust and Portfolio, previously filed on EDGAR, Accession Number 0000898432-99-000709. (6) The unaudited financial statements of Neuberger Berman Income Trust and Income Managers Trust and notes thereto for the semi-annual period ended April 30, 2000, with respect to Neuberger Berman LIMITED MATURITY BOND Trust and Portfolio, previously filed on EDGAR, Accession Number 0000898432-00-000467. (7) The audited financial statements of Neuberger Berman Equity Funds and Equity Managers Trust and notes thereto for the fiscal year ended August 31, 1999, and the reports of Ernst & Young LLP, independent auditors, with respect to such audited financial statements of Neuberger Berman GENESIS Fund and Portfolio, Neuberger Berman GUARDIAN Fund and Portfolio, Neuberger Berman PARTNERS Fund and Portfolio, Neuberger Berman FOCUS Fund and Portfolio, and Neuberger Berman INTERNATIONAL Fund; the report of Ernst & Young, independent auditors, with respect to such audited financial statements of Neuberger Berman INTERNATIONAL Portfolio; and the reports of PricewaterhouseCoopers LLP, independent accountants, with respect to such audited financial statements of Neuberger Berman MANHATTAN Fund and Portfolio, Neuberger Berman REGENCY Fund and Portfolio, Neuberger Berman MILLENNIUM Fund and Portfolio, and Neuberger Berman SOCIALLY RESPONSIVE Fund and Portfolio, previously filed on EDGAR, Accession Number 0000898432-99-001011. (8) The unaudited financial statements of Neuberger Berman Equity Funds and Equity Managers Trust and notes thereto for the semi-annual period ended February 29, 2000, with respect to Neuberger Berman GENESIS Fund and Portfolio, Neuberger Berman GUARDIAN Fund and Portfolio, Neuberger Berman PARTNERS Fund and Portfolio, Neuberger Berman FOCUS Fund and Portfolio, and Neuberger Berman INTERNATIONAL Fund and Portfolio, Neuberger Berman MANHATTAN Fund and Portfolio, Neuberger Berman REGENCY Fund and Portfolio, Neuberger Berman MILLENNIUM Fund and Portfolio, and Neuberger Berman SOCIALLY RESPONSIVE Fund and Portfolio, previously filed on EDGAR, Accession Number 0000898432-00-000338. 2 (9) The audited financial statements of Neuberger Berman Equity Trust and Equity Managers Trust and notes thereto for the fiscal year ended August 31, 1999, and the reports of Ernst & Young LLP, independent auditors, with respect to such audited financial statements of Neuberger Berman GENESIS Trust and Portfolio, Neuberger Berman FOCUS Trust and Portfolio, Neuberger Berman GUARDIAN Trust and Portfolio, Neuberger Berman PARTNERS Trust and Portfolio, and Neuberger Berman International Trust; the report of Ernst & Young, independent auditors, with respect to such audited financial statements of Neuberger Berman INTERNATIONAL Portfolio; and the reports of PricewaterhouseCoopers LLP, independent accountants, with respect to such audited financial statements of Neuberger Berman MANHATTAN Trust and Portfolio, Neuberger Berman REGENCY Trust and Portfolio, Neuberger Berman MILLENNIUM Trust and Portfolio and Neuberger Berman SOCIALLY RESPONSIVE Trust and Portfolio, previously filed on EDGAR, Accession Number 0000898432-99-001008. (10) The unaudited financial statements of Neuberger Berman Equity Trust and Equity Managers Trust and notes thereto for the semi-annual period ended February 29, 2000, with respect to Neuberger Berman GENESIS Trust and Portfolio, Neuberger Berman FOCUS Trust and Portfolio, Neuberger Berman GUARDIAN Trust and Portfolio, Neuberger Berman PARTNERS Trust and Portfolio, and Neuberger Berman INTERNATIONAL Trust and Portfolio, Neuberger Berman MANHATTAN Trust and Portfolio, Neuberger Berman REGENCY Trust and Portfolio, Neuberger Berman MILLENNIUM Trust and Portfolio and Neuberger Berman SOCIALLY RESPONSIVE Trust and Portfolio, previously filed on EDGAR, Accession Number 0000898432-00-000340. (11) The audited financial statements of Neuberger Berman Equity Assets and Equity Managers Trust and notes thereto for the fiscal year ended August 31, 1999, and the reports of Ernst & Young LLP, independent auditors, with respect to such audited financial statements of Neuberger Berman FOCUS Assets and Portfolio, Neuberger Berman GENESIS Assets and Portfolio and Neuberger Berman GUARDIAN Assets and Portfolio, and Neuberger Berman PARTNERS Assets and Portfolio, and the report of PricewaterhouseCoopers LLP, independent accountants, with respect to such audited financial statements of Neuberger Berman MANHATTAN Assets and Portfolio, Neuberger Berman MILLENNIUM Assets and Portfolio, Neuberger Berman SOCIALLY RESPONSIVE Assets and Portfolio, previously filed on EDGAR, Accession Number 0000898432-99-001010. (12) The unaudited financial statements of Neuberger Berman Equity Assets and Equity Managers Trust and notes thereto for the semi-annual period ended February 29, 2000, with respect to Neuberger Berman FOCUS Assets and Portfolio, Neuberger Berman GENESIS Assets and Portfolio and Neuberger Berman GUARDIAN Assets and Portfolio, Neuberger Berman PARTNERS Assets and Portfolio, Neuberger Berman MANHATTAN Assets and Portfolio, Neuberger Berman MILLENNIUM Assets and Portfolio, Neuberger Berman SOCIALLY RESPONSIVE Assets and Portfolio, previously filed on EDGAR, Accession Number 0000898432-00-000339. 3 (13) The audited financial statements of Neuberger Berman Genesis Institutional (a series of Neuberger Berman Equity Series) and Neuberger Berman Genesis Portfolio (as series of Equity Mangers Trust) and notes thereto for the fiscal year ended August 31, 1999, and the reports of Ernst & Young LLP, independent auditors, with respect to such audited financial statements, previously filed on EDGAR, Accession Number 0000898432-99-001012. (14) The unaudited financial statements of Neuberger Berman Genesis Institutional (a series of Neuberger Berman Equity Series) and Neuberger Berman Genesis Portfolio (as series of Equity Managers Trust) and notes thereto for the semi-annual period ended February 29, 2000, previously filed on EDGAR, Accession Number 0000898432-00-000337. (15) The Statement of Additional Information of Neuberger Berman Income Funds, dated March 1, 2000, previously filed on EDGAR, Accession Number 0000898432-00-000182. The Statement of Additional Information of Neuberger Berman Institutional Cash Fund, dated March 1, 2000, previously filed on EDGAR, Accession Number 0000898432-00-000312. (16) The Statement of Additional Information of Neuberger Berman Equity Funds, dated December 1, 1999, as amended on May 1, 2000, previously filed on EDGAR, Accession Number 0000898432-99-000157 and 0000898432-00-000139, respectively. The Statement of Additional Information of Neuberger Berman Technology Fund, previously filed on EDGAR, Accession Number 0000898432-00-000304. 4 CENTURY PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS FEBRUARY 29, 2000 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA ------------------------------- NUMBER OF SHARES/PRINCIPAL EQUITY FUNDS- EQUITY TRUST- AMOUNT CENTURY FUND CENTURY TRUST ADJUSTMENTS (A) CENTURY FUND ------------------------------ Investment in Portfolio $28,829 $2,137 $(30,966) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (94.2%) CAPITAL GOODS (4.2%) 7,100 General Electric $ 938 $ 938 7,700 Honeywell International 371 371 --------------- --------------- 1,309 1,309 --------------- --------------- COMMUNICATIONS (16.7%) 9,500 Cabletron Systems 466 466 6,800 Cisco Systems 899 899 2,500 Comverse Technology 492 492 1,600 JDS Uniphase 422 422 3,000 Motorola, Inc. 511 511 2,100 Nextel Communications 287 287 3,300 Nokia Corp. ADR 654 654 4,312 NTL Inc. 395 395 3,100 QUALCOMM Inc. 442 442 13,200 Qwest Communications International 612 612 --------------- --------------- 5,180 5,180 --------------- --------------- CONSUMER CYCLICALS (3.8%) 7,400 AMFM Inc. 454 454 3,700 EchoStar Communications 422 422 4,400 Harley-Davidson 300 300 --------------- --------------- 1,176 1,176 --------------- --------------- 5 CONSUMER STAPLES (6.9%) 8,900 AT&T Corp.- Liberty Media Group Class A 465 465 11,700 Comcast Corp. Class A Special 497 497 8,800 Kimberly-Clark 455 455 1,200 SONY CORP. ADR 376 376 4,100 Time Warner 351 351 --------------- --------------- 2,144 2,144 --------------- --------------- ELECTRICAL EQUIPMENT (8.9%) 3,700 Agilent Technologies 384 384 3,300 Analog Devices 518 518 2,700 Applied Materials 494 494 1,600 Broadcom Corp. 316 316 4,800 Conexant Systems 471 471 3,400 Texas Instruments 566 566 --------------- --------------- 2,749 2,749 --------------- --------------- ENERGY (3.2%) 7,500 Enron Corp. 517 517 6,400 Schlumberger Ltd. 473 473 --------------- --------------- 990 990 --------------- --------------- FINANCIAL SERVICES (4.2%) 6,200 Capital One Financial 228 228 9,700 Citigroup Inc. 501 501 5,500 Merrill Lynch 564 564 --------------- --------------- 1,293 1,293 --------------- --------------- FOOD & TOBACCO (1.6%) 7,700 Anheuser-Busch 494 494 --------------- --------------- HARDWARE (7.7%) 4,800 EMC Corp. 571 571 6,300 Flextronics International 383 383 2,800 Hewlett-Packard 377 377 3,400 Sanmina Corp. 398 398 6,800 Sun Microsystems 648 648 --------------- --------------- 2,377 2,377 --------------- --------------- HEALTH CARE (7.2%) 10,800 Amgen, Inc. 737 737 3,300 Biogen, Inc. 356 356 2,500 Genentech, Inc. 482 482 1,100 MedImmune, Inc. 218 218 5,100 Warner-Lambert 437 437 --------------- --------------- 2,230 2,230 --------------- --------------- 5A INTERNET (8.7%) 7,500 America Online 443 443 3,700 DoubleClick Inc. 329 329 4,100 eSPEED, Inc. 254 254 300 FreeMarkets, Inc. 52 52 11,300 Intuit Inc. 593 593 2,900 Safeguard Scientifics 507 507 3,150 Yahoo! Inc. 503 503 --------------- --------------- 2,681 2,681 --------------- --------------- RETAIL (4.8%) 7,800 Home Depot 451 451 6,800 Tiffany & Co. 436 436 12,200 Wal-Mart Stores 594 594 --------------- --------------- 1,481 1,481 --------------- --------------- SOFTWARE (10.1%) 4,600 Citrix Systems 485 485 10,200 Microsoft Corp. 911 911 11,500 Oracle Corp. 854 854 10,600 Peregrine Systems 579 579 4,300 Rational Software 306 306 --------------- --------------- 3,135 3,135 --------------- --------------- TELECOMMUNICATIONS (6.2%) 9,900 MCI WorldCom 442 442 4,300 Metromedia Fiber Network 309 309 9,000 Nextel Partners 288 288 5,900 Nortel Networks 658 658 1,750 VoiceStream Wireless 233 233 --------------- --------------- 1,930 1,930 --------------- --------------- TOTAL COMMON STOCKS (COST $25,788) 29,169 29,169 --------------- --------------- Principal Amount ------------------------------ U.S. GOVERNMENT AGENCY SECURITIES (5.2%) $ 1,600,000 Federal Home Loan Bank, Discount Notes, 5.72%, due 3/1/00 (COST $1,600) 1,600 1,600 --------------- --------------- 6 REPURCHASE AGREEMENTS (3.6%) 1,101,000 State Street Bank and Trust Co. Repurchase Agreement, 5.71%, due 3/1/00, dated 2/29/00, Maturity Value $1,101,175, Collateralized by $1,130,000 Fannie Mae, Notes, 6.40%, due 9/27/01 (Collateral Value $1,135,718) (COST $1,101) 1,101 1,101 --------------- --------------- SHORT-TERM INVESTMENTS (8.0%) 2,493,268 N&B Securities Lending Quality Fund, LLC (COST $2,493) 2,493 2,493 --------------- --------------- TOTAL INVESTMENTS (111.0%) (COST $30,982) $ 34,363 $ 34,363 =============== ===============

(a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Century Portfolio. Because liabilities exceeded assets other than Investments at the Portfolio level, certain of the investments being transferred would have been liquidated. 7 FOCUS PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS AUGUST 31, 1999 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA -------------------------- EQUITY EQUITY NUMBER OF TRUST- ASSETS- SHARES/PRINCIPAL EQUITY FUNDS- FOCUS FOCUS AMOUNT FOCUS FUND TRUST ASSETS ADJUSTMENTS (a) FOCUS FUND --------------------- Investment in Portfolio $1,327,814 $216,696 $1,888 $(1,546,398) $0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (96.6%) AUTOMOTIVE (3.0%) 705,000 General Motors $ 46,618 $ 46,618 --------------- ------------- FINANCIAL SERVICES (47.1%) 833,000 Bank One 33,424 33,424 1,090,000 BankBoston Corp. 50,617 50,617 2,767,500 Capital One Financial 104,473 104,473 1,355,000 Chase Manhattan 113,397 113,397 3,183,375 Citigroup Inc. 141,461 141,461 2,381,000 Countrywide Credit Industries 76,490 76,490 560,000 Hartford Financial Services Group 25,445 25,445 1,025,000 Morgan Stanley Dean Witter 87,958 87,958 8 568,700 Nationwide Financial Services 20,758 20,758 390,000 Providian Financial 30,274 30,274 1,243,000 Travelers Property Casualty 44,126 44,126 --------------- ------------- 728,423 728,423 --------------- ------------- HEALTH CARE (6.4%) 1,865,990 Foundation Health Systems 23,791 23,791 1,040,000 Wellpoint Health Networks 75,790 75,790 --------------- ------------- 99,581 99,581 --------------- ------------- RETAIL (10.8%) 1,800,000 Furniture Brands International 36,113 36,113 1,638,400 Jones Apparel Group 42,496 42,496 1,048,700 Kmart Corp. 13,174 13,174 345,000 Payless ShoeSource 17,207 17,207 995,000 Promus Hotel 28,917 28,917 1,525,000 Sterling Commerce 29,166 29,166 --------------- ------------- 167,073 167,073 --------------- ------------- TECHNOLOGY (29.3%) 1,380,000 3Com Corp. 34,241 34,241 1,200,000 Atmel Corp. 47,175 47,175 504,000 Autodesk, Inc. 11,592 11,592 657,000 BMC Software 35,355 35,355 1,185,000 Compaq Computer 27,477 27,477 2,594,800 Compuware Corp. 78,331 78,331 175,000 Lattice Semiconductor 10,784 10,784 605,000 Microchip Technology 33,124 33,124 1,150,000 Oracle Corp. 41,975 41,975 1,302,500 Photronics, Inc. 31,097 31,097 1,795,000 Rational Software 48,577 48,577 495,000 Tech Data 18,346 18,346 9 420,000 Texas Instruments 34,466 34,466 --------------- ------------- 452,540 452,540 --------------- ------------- TOTAL COMMON STOCKS (COST $987,085) 1,494,235 1,494,235 --------------- ------------- Principal Amount --------------------- REPURCHASE AGREEMENTS (1.5%) $22,890,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $22,893,338, Collateralized by $22,645,000 U.S. Treasury Bonds, 8.25%, due 5/15/05 (Collateral Value $23,579,106) (COST $22,890) 22,890 22,890 --------------- ------------- SHORT-TERM INVESTMENTS (0.5%) 7,114,402 N&B Securities Lending Quality Fund, LLC (COST $7,114) 7,114 7,114 --------------- ------------- TOTAL INVESTMENTS (98.6%) (COST $1,017,089) $ 1,524,239 $ 1,524,239 =============== =============

(a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Focus Portfolio. 10 GENESIS PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS AUGUST 31, 1999 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA -------------------------------------------------- EQUITY FUNDS- EQUITY EQUITY EQUITY ADJUSTMENTS (A) NUMBER OF GENESIS FUND TRUST- ASSETS- SERIES- SHARES/PRINCIPAL GENESIS GENESIS GENESIS AMOUNT TRUST ASSETS INSTITUTIONAL GENESIS FUND --------------------- Investment in Portfolio $848,098 $597,219 $81,781 $224,006 $ (1,751,104) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (96.5%) AEROSPACE (6.7%) 1,771,350 AAR Corp. $ 37,863 $ 37,863 1,219,500 Aviall Inc. 13,567 13,567 658,700 Cordant Technologies 27,254 27,254 478,300 DONCASTERS PLC ADR 6,636 6,636 299,850 Ducommun Inc. 3,598 3,598 205,400 Howmet International 3,672 3,672 425,000 Ladish Co. 2,975 2,975 344,700 Moog, Inc. Class A 11,289 11,289 471,500 Orbital Sciences 10,461 10,461 --------------- ------------- 117,315 117,315 --------------- ------------- 11 AUTOMOTIVE (0.7%) 607,200 Donaldson Co. 11,916 11,916 --------------- ------------- BANKING & FINANCIAL (7.2%) 534,200 Bank United 18,330 18,330 573,100 Community First Bankshares 11,766 11,766 667,600 Cullen/Frost Bankers 17,441 17,441 331,400 Highland Bancorp 6,172 6,172 291000 Ocean Financial 5,202 5,202 1,008,300 Peoples Heritage Financial Group 16,952 16,952 116,212 Queens County Bancorp 3,196 3,196 726,675 Sterling Bancshares 8,720 8,720 300,350 Texas Regional Bancshares 7,678 7,678 --------------- ------------- 1,163,400 Webster Financial 126,796 126,796 --------------- ------------- BASIC MATERIALS (0.5%) 230,200 Lone Star Industries 7,913 7,913 --------------- ------------- BUILDING, CONSTRUCTION & FURNISHING (1.1%) 294,800 Lincoln Electric Holdings 5,970 5,970 273,600 Simpson Manufacturing 14,090 14,090 --------------- ------------- 20,060 20,060 --------------- ------------- BUSINESS SERVICES (3.0%) 1,075,600 Davox Corp. 14,991 14,991 343,500 Fair, Isaac & Co. 9,704 9,704 418,300 Navigant Consulting 18,353 18,353 209,000 Valassis Communications 9,144 9,144 --------------- ------------- 52,192 52,192 --------------- ------------- 12 CONSUMER CYCLICALS (0.4%) 417,600 Coachmen Industries 6,603 6,603 --------------- ------------- CONSUMER PRODUCTS & SERVICES (5.7%) 801,000 Alberto-Culver Class A 17,272 17,272 530,637 Block Drug 21,325 21,325 101,800 Bush Boake Allen 2,653 2,653 521,300 Church & Dwight 24,241 24,241 349,800 Matthews International 9,488 9,488 1,086,800 Ruddick Corp. 20,174 20,174 462,000 The First Years 4,995 4,995 --------------- ------------- 100,148 100,148 --------------- ------------- DEFENSE (6.1%) 663,200 Alliant Techsystems 48,414 48,414 1,309,100 Newport News Shipbuilding 41,155 41,155 800,400 Primex Technologies 16,708 16,708 --------------- ------------- 106,277 106,277 --------------- ------------- DIAGNOSTIC EQUIPMENT (0.3%) 906,500 ADAC Laboratories 5,326 5,326 --------------- ------------- ELECTRONICS (4.9%) 456,900 Benchmark Electronics 16,820 16,820 951,900 Dallas Semiconductor 48,071 48,071 289,800 Etec Systems 12,751 12,751 172,100 SCI Systems 8,573 8,573 --------------- ------------- 86,215 86,215 --------------- ------------- ENERGY (1.8%) 692,300 Cabot Oil & Gas 13,197 13,197 13 150,000 Cross Timbers Oil 1,856 1,856 808,290 Swift Energy 10,205 10,205 875,800 Unit Corp. 6,733 6,733 --------------- ------------- 31,991 31,991 --------------- ------------- HEALTH CARE (9.8%) 977,800 Acuson Corp. 15,400 15,400 174,600 Arrow International 5,063 5,063 275,400 CONMED Corp. 7,711 7,711 709,000 DENTSPLY International 17,592 17,592 1,207,900 Haemonetics Corp. 23,630 23,630 885,300 Mentor Corp. 20,694 20,694 389,950 Patterson Dental 15,988 15,988 275,000 Respironics, Inc. 2,733 2,733 503,700 STAAR Surgical 5,981 5,981 940,700 Trigon Healthcare 34,159 34,159 679,600 Universal Health Services Class B 22,682 22,682 --------------- ------------- 171,633 171,633 --------------- ------------- INDUSTRIAL & COMMERCIAL PRODUCTS & SERVICES (7.2%) 356,300 BMC Industries 4,387 4,387 474,900 Brady Corp. 14,247 14,247 282,000 Dionex Corp. 11,227 11,227 1,261,300 Hussmann International 21,442 21,442 369,700 IDEX Corp. 10,929 10,929 770,200 Kaydon Corp. 23,636 23,636 183,100 Roper Industries 6,557 6,557 814,400 SOS Staffing Services 4,835 4,835 1,247,400 Wallace Computer Services 26,663 26,663 203,750 Woodhead Industries 2,248 2,248 --------------- ------------- 126,171 126,171 --------------- ------------- 14 INSURANCE (3.5%) 910,200 Annuity and Life Re 20,138 20,138 660,800 FBL Financial Group 13,092 13,092 857,900 Scottish Annuity & Life Holdings 8,365 8,365 858,700 W. R. Berkley 19,535 19,535 --------------- ------------- 61,130 61,130 --------------- ------------- LODGING (0.5%) 846,000 Prime Hospitality 7,878 7,878 --------------- ------------- MACHINERY & EQUIPMENT (0.8%) 686,600 Gardner Denver Machinery 13,174 13,174 --------------- ------------- OFFICE EQUIPMENT (1.7%) 1,350,900 United Stationers 30,564 30,564 --------------- ------------- OIL SERVICES (9.5%) 390,700 Cal Dive International 14,700 14,700 748,600 Friede Goldman International 9,170 9,170 1,018,800 Global Industries 11,398 11,398 938,100 IRI International 4,397 4,397 619,500 Nabors Industries 16,843 16,843 1,538,712 National-Oilwell 26,158 26,158 793,400 Oceaneering International 15,918 15,918 781,600 Offshore Logistics 9,135 9,135 777,300 Pride International 11,562 11,562 579,400 Smith International 27,051 27,051 636,000 Tuboscope Inc. 9,262 9,262 513,200 UTI Energy 10,264 10,264 --------------- ------------- 165,858 165,858 --------------- ------------- 15 PACKING & CONTAINERS (2.1%) 1,450,100 AptarGroup Inc. 37,340 37,340 --------------- ------------- PUBLISHING & BROADCASTING (2.2%) 155,239 Hearst-Argyle Television 3,929 3,929 329,300 Houghton Mifflin 15,724 15,724 467,100 Meredith Corp. 16,203 16,203 78,866 Pulitzer Inc. 3,455 3,455 --------------- ------------- 39,311 39,311 --------------- ------------- RESTAURANTS (1.2%) 890,050 Brinker International 21,361 21,361 --------------- ------------- RETAILING (2.7%) 527,968 99 Cents Only Stores 19,007 19,007 471,600 Claire's Stores 8,872 8,872 340,000 ShopKo Stores 9,732 9,732 273,800 Whole Foods Market 9,840 9,840 --------------- ------------- 47,451 47,451 --------------- ------------- TECHNOLOGY (8.0%) 798,700 Analysts International 10,683 10,683 242,000 Black Box 11,102 11,102 543,600 CACI International 12,231 12,231 2,201,600 Inprise Corp. 9,288 9,288 322,400 Jack Henry & Associates 10,478 10,478 250,000 Keane, Inc. 5,422 5,422 1,507,500 Methode Electronics Class A 27,135 27,135 1,009,900 Wind River Systems 16,095 16,095 812,500 Zebra Technologies 38,187 38,187 --------------- ------------- 140,621 140,621 --------------- ------------- 16 TRANSPORTATION, SHIPPING & FREIGHT (0.7%) 232,900 Air Express International 5,692 5,692 190,900 Circle International Group 4,725 4,725 213,600 Maritrans Inc. 1,081 1,081 --------------- ------------- 11,498 11,498 --------------- ------------- UTILITIES, ELECTRIC & GAS (8.2%) 834,700 AGL Resources 15,077 15,077 326,000 Atmos Energy 8,170 8,170 282,500 Central Hudson Gas & Electric 11,936 11,936 190,200 Connecticut Energy 7,109 7,109 144,300 Eastern Enterprises 6,484 6,484 855,200 Montana Power 26,458 26,458 173,000 National Fuel Gas 8,142 8,142 180,300 NICOR Inc. 6,975 6,975 345,900 NUI Corp. 8,864 8,864 283,100 ONEOK, Inc. 8,794 8,794 213,500 Otter Tail Power 8,500 8,500 766,784 Sierra Pacific Resources 18,690 18,690 290,000 Washington Gas Light 7,739 7,739 --------------- ------------- 142,938 142,938 --------------- ------------- TOTAL COMMON STOCKS (COST $1,548,759) 1,689,680 1,689,680 --------------- ------------- 17 Principal Amount --------------------- REPURCHASE AGREEMENTS (1.5%) $26,740,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $26,743,900, Collateralized by $27,405,000 U.S. Treasury Notes, 5.875%, due 2/15/00 (Collateral Value $27,543,505) (COST $26,740) 26,740 26,740 --------------- ------------- SHORT-TERM INVESTMENTS (3.6%) 10,000,000 American Express Credit Corp., 5.13%, due 9/3/99 9,997 9,997 10,000,000 General Electric Capital Corp., 5.23%, due 9/8/99 9,990 9,990 42,524,723 N&B Securities Lending Quality Fund, LLC 42,525 42,525 --------------- ------------- TOTAL SHORT-TERM INVESTMENTS (COST $62,512) 62,512 62,512 --------------- ------------- TOTAL INVESTMENTS (101.6%) (COST $1,638,011) $ 1,778,932 $ 1,778,932 =============== =============

(a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Genesis Portfolio. 18

GUARDIAN PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS AUGUST 31, 1999 (UNAUDITED) MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA --------------------------------------- EQUITY EQUITY EQUITY NUMBER OF FUNDS- TRUST- ASSETS- SHARES/PRINCIPAL GUARDIAN GUARDIAN GUARDIAN GUARDIAN AMOUNT FUND TRUST ASSETS ADJUSTMENTS(a) FUND ---------------- Investment in Portfolio $3,446,910 $ 1,251,954 $ 24,856 $ (4,723,720) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (86.0%) BANKING & FINANCIAL (7.9%) 792,400 Bank of America $ 47,940 $ 47,940 1,400,800 BankBoston Corp. 65,049 65,049 1,576,100 Chase Manhattan 131,900 131,900 3,174,500 Wells Fargo 126,385 126,385 -------------- --------------- 371,274 371,274 -------------- --------------- BASIC MATERIALS (3.5%) 2,996,000 Cabot Corp. 69,095 69,095 367,500 International Paper 17,295 17,295 1,340,200 Lyondell Chemical 19,517 19,517 2,603,600 Millennium Chemicals 59,883 59,883 -------------- --------------- 165,790 165,790 -------------- --------------- 19 CAPITAL GOODS (2.8%) 425,700 Emerson Electric 26,659 26,659 4,176,800 Republic Services 45,423 45,423 1,227,900 SCI Systems 61,165 61,165 -------------- --------------- 133,247 133,247 -------------- --------------- COMMUNICATION SERVICES (6.4%) 1,818,000 AT&T Corp. 81,810 81,810 1,214,700 Bell Atlantic 74,401 74,401 1,957,100 MCI WorldCom 148,250 148,250 -------------- --------------- 304,461 304,461 -------------- --------------- CONSUMER CYCLICALS (7.3%) 479,100 Carnival Corp. 21,410 21,410 4,123,100 Cendant Corp. 73,958 73,958 Federated Department 525,000 Stores 24,150 24,150 976,400 General Motors 64,564 64,564 2,077,600 Lear Corp. 83,494 83,494 893,200 Lowe's Cos. 40,417 40,417 3,545,300 Office Depot 37,004 37,004 -------------- --------------- 344,997 344,997 -------------- --------------- CONSUMER STAPLES (5.7%) 1,106,300 AMFM Inc. 54,485 54,485 1,715,500 Kimberly-Clark 97,676 97,676 1,378,600 McDonald's Corp. 57,040 57,040 1,620,000 Philip Morris 60,649 60,649 -------------- --------------- 269,850 269,850 -------------- --------------- ENERGY (9.0%) 868,500 Amerada Hess 53,901 53,901 356,400 Chevron Corp. 32,878 32,878 602,400 Diamond Offshore Drilling 23,042 23,042 1,070,400 Halliburton Co. 49,640 49,640 680,100 Mobil Corp. 69,625 69,625 20 390,500 Royal Dutch Petroleum - NY Shares 24,162 24,162 441,400 Schlumberger Ltd. 29,464 29,464 787,400 Texaco Inc. 50,000 50,000 627,700 Transocean Offshore 21,342 21,342 3,843,700 Union Pacific Resources Group 68,946 68,946 -------------- --------------- 423,000 423,000 -------------- --------------- FINANCIAL SERVICES (15.6%) 270,000 American International Group 25,026 25,026 1,327,300 Associates First Capital 45,543 45,543 3,470,800 Capital One Financial 131,023 131,023 1,913,300 Citigroup Inc. 85,022 85,022 5,175,900 Conseco, Inc. 124,222 124,222 1,162,900 Countrywide Credit Industries 37,358 37,358 1,658,200 Hartford Financial Services Group 75,344 75,344 3,067,100 IndyMac Mortgage Holdings 41,214 41,214 579,500 Morgan Stanley Dean Witter 49,728 49,728 502,100 Progressive Corp. 51,214 51,214 1,576,000 SLM Holding 69,640 69,640 -------------- --------------- 735,334 735,334 -------------- --------------- HEALTH CARE (9.3%) 1,801,200 Aetna Inc. 140,043 140,043 2,249,200 American Home Products 93,342 93,342 98,064 PacifiCare Health Systems 5,884 5,884 200,000 Warner-Lambert 13,250 13,250 2,582,996 Wellpoint Health Networks 188,236 188,236 -------------- --------------- 440,755 440,755 -------------- --------------- TECHNOLOGY (15.8%) 230,000 Apple Computer 15,008 15,008 1,160,200 Computer Associates 65,551 65,551 975,000 Compuware Corp. 29,433 29,433 381,200 Gateway Inc. 36,953 36,953 678,300 Hewlett-Packard 71,476 71,476 21 829,000 IBM 103,262 103,262 734,100 Micron Technology 54,736 54,736 560,000 Nortel Networks 22,995 22,995 1,728,700 Rational Software 46,783 46,783 1,366,700 Seagate Technology 45,357 45,357 699,700 Sun Microsystems 55,626 55,626 469,500 Teradyne, Inc. 31,955 31,955 832,400 Texas Instruments 68,309 68,309 2,097,800 Xerox Corp. 100,170 100,170 -------------- --------------- 747,614 747,614 -------------- --------------- TRANSPORTATION (2.7%) 962,200 AMR Corp. 56,409 56,409 1,031,600 Burlington Northern Santa Fe 29,916 29,916 1,005,000 Continental Airlines Class B 41,017 41,017 -------------- --------------- 127,342 127,342 -------------- --------------- TOTAL COMMON STOCKS (COST $3,473,802) 4,063,664 4,063,664 -------------- --------------- PREFERRED STOCKS (1.6%) 2,878,900 News Corp. ADR (COST $76,136) 76,111 76,111 -------------- --------------- PRINCIPAL AMOUNT ------------------- U.S. TREASURY SECURITIES (1.0%) $50,000,000 U.S. Treasury Bills, 4.60%, due 11/18/99 (COST $49,502) 49,502 49,502 -------------- --------------- U.S. GOVERNMENT AGENCY SECURITIES (1.1%) 50,000,000 Federal Home Loan Bank, Discount Notes, 5.40%, due 9/1/99 (COST $50,000) 50,000 50,000 -------------- --------------- 22 REPURCHASE AGREEMENTS (2.4%) $50,000,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $50,007,292, Collateralized by $47,855,000 U.S. Treasury Bonds, 7.875%, due 11/15/07 (Collateral Value $51,503,944) 50,000 50,000 50,000,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $50,007,292, Collateralized by $45,880,000 U.S. Treasury Bonds, 7.50%, due 11/15/16 (Collateral Value $51,500,300) 50,000 50,000 11,170,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $11,171,629, Collateralized by $11,270,000 U.S. Treasury Notes, 7.750%, due 12/31/99 (Collateral Value $11,506,963) 11,170 11,170 -------------- --------------- TOTAL REPURCHASE AGREEMENTS (COST $111,170) 111,170 111,170 -------------- --------------- SHORT-TERM INVESTMENTS (6.2%) $50,000,000 American Express Credit Corp., 5.23%, due 9/2/99 49,993 49,993 50,000,000 General Electric Capital Corp., 5.10%, due 9/3/99 49,986 49,986 50,000,000 Merck & Co., Inc., 5.30%, due 9/3/99 49,985 49,985 50,000,000 Ford Motor Credit Co., 5.28%, due 9/8/99 49,949 49,949 50,000,000 Novartis Finance Corp., 5.25%, due 9/13/99 49,912 49,912 19,057,000 Abbott Laboratories, 5.23%, due 9/23/99 18,996 18,996 23 24,436,603 N&B Securities Lending Quality Fund, LLC 24,437 24,437 -------------- --------------- TOTAL SHORT-TERM INVESTMENTS (COST $293,258) 293,258 293,258 -------------- --------------- TOTAL INVESTMENTS (98.3%) (COST $4,053,868) $ 4,643,705 $ 4,643,705 ============== ===============

(a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Guardian Portfolio. 24 INTERNATIONAL PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS AUGUST 31, 1999 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA ------------------------------------ EQUITY FUNDS- EQUITY TRUST- NUMBER OF INTERNATIONAL INTERNATIONAL INTERNATIONAL SHARES/PRINCIPAL AMOUNT FUND TRUST ADJUSTMENTS(a) FUND ------------------------- Investment in Portfolio $ 112,213 $ 2,303 $ (114,516) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (95.9%) AUSTRALIA (1.5%) 58,000 Commonwealth Bank of Australia $ 913 $ 913 53,000 National Australia Bank 802 802 ---------------- -------------- 1,715 1,715 ---------------- -------------- BELGIUM (1.4%) 15,151 Mobistar SA 721 721 8,060 Telinfo SA 919 919 ---------------- -------------- 1,640 1,640 ---------------- -------------- BERMUDA (0.6%) 27,837 Global Crossing 720 720 --------------- -------------- CANADA (1.7%) 43,000 BioChem Pharma 1,115 1,115 25 41,400 CGI Group 773 773 ---------------- -------------- 1,888 1,888 ---------------- -------------- DENMARK (2.3%) 65,900 Navision Software 1,639 1,639 8,100 Vestas Wind Systems 1,025 1,025 ---------------- -------------- 2,664 2,664 ---------------- -------------- FINLAND (5.5%) 27,900 Nokia Corp. ADR 2,326 2,326 89,500 Perlos Oyj 1,278 1,278 19,800 Pohjola Group Insurance, B Shares 966 966 50,000 Tietoenator Oyj 1,693 1,693 ---------------- -------------- 6,263 6,263 ---------------- -------------- FRANCE (6.0%) 14,490 BNP 1,110 1,110 7,500 Cap Gemini 1,289 1,289 30,000 Dassault Systemes ADR 1,132 1,132 37,500 Sanofi-Synthelabo 1,563 1,563 22,909 Vivendi 1,772 1,772 ---------------- -------------- 6,866 6,866 --------------- -------------- GERMANY (2.0%) 15,000 Mannesmann AG 2,304 2,304 ---------------- -------------- HONG KONG (0.9%) 365,000 VTech Holdings 1,015 1,015 ---------------- -------------- IRELAND (2.3%) 42,920 Allied Irish Banks ADR 1,110 1,110 125,745 Bord Telecom Eireann 573 573 44,200 CRH PLC 1,003 1,003 ---------------- -------------- 2,686 2,686 ---------------- -------------- 26 ITALY (1.5%) 50,000 ENI SpA 301 301 93,023 Telecom Italia 533 533 149,600 TIM SpA 872 872 ---------------- -------------- 1,706 1,706 ---------------- -------------- JAPAN (29.4%) 10,800 Acom Co. 1,097 1,097 8,200 Advantest Corp. 1,114 1,114 120,000 Bank of Tokyo- Mitsubishi 1,794 1,794 8,500 Benesse Corp. 1,477 1,477 101,000 Chugai Pharmaceutical 1,118 1,118 19,700 FamilyMart Co. 1,013 1,013 6,000 Fancl Corp. 1,783 1,783 2,300 Internet Initiative Japan ADR 119 119 77,000 Minebea Co. 930 930 89,000 Mitsubishi Trust & Banking 936 936 125,000 NSK Ltd. 805 805 165 NTT Corp. 1,856 1,856 130 NTT Mobile Communication Network 2,154 2,154 18,000 Seven-Eleven Japan 1,319 1,319 9,700 Softbank Corp. 3,336 3,336 12,800 Sony Corp. 1,660 1,660 108,000 Sumitomo Bakelite 1,130 1,130 75,000 Takeda Chemical Industries 3,773 3,773 60,000 Terumo Corp. 1,921 1,921 31,900 THK Co. 1,047 1,047 3 Yahoo Japan 1,707 1,707 36,000 Yamanouchi Pharmaceutical 1,607 1,607 ---------------- -------------- 33,696 33,696 ---------------- -------------- 27 MALAYSIA (1.1%) 215,820 Malaysia WEBS Index Series 1,214 1,214 ---------------- -------------- MEXICO (0.9%) 122,500 Cemex SA, B Shares 542 542 15,750 Fomento Economico Mexicano ADR 521 521 ---------------- -------------- 1,063 1,063 ---------------- -------------- NETHERLANDS (4.5%) 16,000 Aegon NV-New York 1,389 1,389 28,748 Getronics NV 1,409 1,409 50,000 Laurus NV 1,124 1,124 50,000 Versatel Telecom International 688 688 14,000 VNU NV 538 538 ---------------- -------------- 5,148 5,148 ---------------- -------------- RUSSIA (0.6%) 19,200 Global TeleSystems Group 620 620 ---------------- -------------- SINGAPORE (7.4%) 924,000 Datacraft Asia 3,567 3,567 171,000 Natsteel Electronics 853 853 220,000 Overseas Union Bank 1,150 1,150 150,000 United Overseas Bank 1,114 1,114 78,000 Venture Manufacturing 746 746 964,000 Wing Tai Holdings 1,036 1,036 ---------------- -------------- 8,466 8,466 ---------------- -------------- SOUTH KOREA (2.7%) 30,150 Hyundai Securities 712 712 85,550 Korea Data System 1,178 1,178 66,000 Samsung Corp. 1,163 1,163 ---------------- -------------- 3,053 3,053 ---------------- -------------- SPAIN (2.5%) 15,400 Banco Popular 28 Espanol 1,130 1,130 35,748 Telefonica SA ADR 1,722 1,722 ---------------- -------------- 2,852 2,852 ---------------- -------------- SWEDEN (2.1%) 106,900 Assa Ab loy 1,129 1,129 63,600 Skandia Forsakrings 1,298 1,298 ---------------- -------------- 2,427 2,427 ---------------- -------------- SWITZERLAND (2.1%) 387 Disetronic Holding 1,279 1,279 300 Kudelski SA 1,124 1,124 ---------------- -------------- 2,403 2,403 ---------------- -------------- UNITED KINGDOM (16.9%) 159,400 Airtours PLC 1,109 1,109 88,815 Alliance & Leicester 1,215 1,215 71,400 Barclays PLC 2,122 2,122 63,028 BP Amoco 1,169 1,169 130,200 British Telecom 1,994 1,994 42,000 COLT Telecom Group 913 913 33,600 Energis PLC 861 861 30,500 Glaxo Wellcome 801 801 120,000 Hays PLC 1,276 1,276 40,000 Sage Group 1,744 1,744 120,000 SEMA Group 1,303 1,303 50,000 Serco Group 1,207 1,207 57,770 Vodafone AirTouch 1,164 1,164 266,000 WPP Group 2,486 2,486 ---------------- -------------- 19,364 19,364 ---------------- -------------- TOTAL COMMON STOCKS (COST $74,914) 109,773 109,773 ---------------- -------------- PREFERRED STOCKS (0.6%) 270 Porsche AG, Germany (COST $653) 681 681 ---------------- -------------- 29 Principal Amount ------------------------- REPURCHASE AGREEMENTS (3.4%) $3,920,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $3,920,572, Collateralized by $3,210,000 U.S. Treasury Bonds, 8.875%, due 8/15/17 (Collateral Value $4,040,937) (COST $3,920) 3,920 3,920 ---------------- -------------- SHORT-TERM INVESTMENTS (4.2%) $4,873,994 N&B Securities Lending Quality Fund, LLC (COST $4,874) 4,874 4,874 ---------------- -------------- TOTAL INVESTMENTS (104.1%) (COST $84,361) $119,248 $119,248 ================ ============== (a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the International Portfolio. Because liabilities exceeded assets other than Investments at the Portfolio level, certain of the investments being transferred would have been liquidated.

30 MANHATTAN PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS AUGUST 31, 1999 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA ------------------------- EQUITY EQUITY EQUITY NUMBER OF FUNDS- TRUST- ASSETS- SHARES/PRINCIPAL AMOUNT MANHATTAN MANHATTAN MANHATTAN ----------------------- FUND TRUST ASSETS ADJUSTMENTS(A) MANHATTAN FUND Investment in Portfolio $ 565,838 $ 45,305 $ 1,717 $ (612,860) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (93.3%) BUSINESS SERVICES (4.1%) 257,400 Avis Rent A Car $ 5,663 $ 5,663 148,800 Navigant Consulting 6,528 6,528 206,500 USWeb Corp. 4,027 4,027 202,150 Valassis Communications 8,844 8,844 -------------- -------- 25,062 25,062 -------------- -------- CAPITAL GOODS (1.4%) 128,900 Waters Corp. 8,499 8,499 -------------- -------- COMMUNICATIONS (9.2%) 126,400 Comverse Technology 9,859 9,859 95,700 E-Tek Dynamics 5,425 5,425 315,100 Intermedia Communications 8,193 8,193 111,900 JDS Uniphase 11,868 11,868 245,400 Metromedia Fiber Network 7,224 7,224 58,500 RSL Communications 1,196 1,196 76,100 VoiceStream Wireless 3,139 3,139 184,600 WinStar Communications 9,380 9,380 ------------ -------- 56,284 56,284 ------------ ------- 31 CONSUMER CYCLICALS (11.1%) 80,000 Adelphia Communications 4,960 4,960 212,495 AMFM Inc. 10,465 10,465 390,000 Cendant Corp. 6,996 6,996 178,700 Fortune Brands 6,701 6,701 132,400 Harley-Davidson 7,216 7,216 106,000 Jones Intercable Class A 4,651 4,651 138,900 NTL Inc. 13,638 13,638 237,450 SFX Entertainment 9,780 9,780 156,700 Starwood Hotels & Resorts Worldwide 3,731 3,731 ------------- -------- 68,138 68,138 ------------- -------- CONSUMER STAPLES (0.9%) 116,500 Estee Lauder 5,352 5,352 ------------ -------- ELECTRICAL EQUIPMENT (9.7%) 230,000 Altera Corp. 9,689 9,689 27,700 Broadcom Corp. 3,566 3,566 93,000 Conexant Systems 6,684 6,684 102,600 Maxim Integrated Products 6,906 6,906 98,300 Micron Technology 7,330 7,330 126,600 PMC-Sierra 11,774 11,774 81,000 Vitesse Semiconductor 5,508 5,508 119,100 Xilinx Inc. 8,330 8,330 ------------ -------- 59,787 59,787 ------------ -------- ENERGY (3.9%) 211,000 Coastal Corp. 9,139 9,139 250,700 Enron Oil & Gas 5,985 5,985 477,600 Union Pacific Resources Group 8,567 8,567 ------------ -------- 23,691 23,691 ------------ -------- FINANCIAL SERVICES (4.9%) 179,300 Capital One Financial 6,769 6,769 118,600 Donaldson, Lufkin & Jenrette 5,671 5,671 171,900 E*TRADE Group 4,297 4,297 95,600 Lehman Brothers Holdings 5,139 5,139 105,500 Providian Financial 8,189 8,189 ------------ -------- 30,065 30,065 ------------ -------- 32 HARDWARE (5.5%) 298,700 Adaptec, Inc. 11,649 11,649 106,500 Network Appliance 6,996 6,996 202,300 Sanmina Corp. 15,173 15,173 ------------ -------- 33,818 33,818 ------------ -------- HEALTH CARE (11.7%) 185,400 Biogen, Inc. 14,229 14,229 33,700 C. R. Bard 1,571 1,571 301,100 Elan Corp. ADR 9,654 9,654 151,400 Immunex Corp. 10,191 10,191 41,750 MedImmune, Inc. 4,308 4,308 75,600 MiniMed Inc. 6,875 6,875 80,700 PE Corp.-PE Biosystems Group 5,553 5,553 98,600 Sepracor Inc. 7,383 7,383 201,900 The Laser Center 6,032 6,032 78,500 Wellpoint Health Networks 5,721 5,721 ------------ -------- 71,517 71,517 ------------ -------- INTERNET (8.4%) 47,200 BroadVision, Inc. 4,699 4,699 284,000 CheckFree Holdings 8,307 8,307 75,900 Digex, Inc. 2,524 2,524 33,600 DoubleClick Inc. 3,356 3,356 41,200 Exodus Communications 3,311 3,311 22,800 Inktomi Corp. 2,585 2,585 124,200 Intuit Inc. 11,124 11,124 105,000 Lycos, Inc. 4,266 4,266 130,200 PSINet Inc. 6,233 6,233 79,300 Safeguard Scientifics 5,333 5,333 ------------ -------- 51,738 51,738 ------------ -------- RETAIL (11.9%) 202,900 Abercrombie & Fitch 7,076 7,076 176,100 Ann Taylor Stores 5,833 5,833 180,700 Best Buy 12,694 12,694 75,100 Brinker International 1,803 1,803 107,200 Circuit City Stores 4,610 4,610 197,400 Furniture Brands 3,960 3,960 International 68,800 Limited, Inc. 2,606 2,606 197,500 Linens 'n Things 6,764 6,764 324,600 Staples, Inc. 7,060 7,060 136,000 Tandy Corp. 6,426 6,426 486,200 TJX Cos. 14,039 14,039 ------------ -------- 72,871 72,871 ------------ -------- 33 SOFTWARE (9.2%) 317,400 Citrix Systems 18,092 18,092 129,800 Gemstar International Group 8,956 8,956 330,000 Novell, Inc. 7,817 7,817 145,300 Siebel Systems 9,980 9,980 194,400 VERITAS Software 11,518 11,518 ------------ -------- 56,363 56,363 ------------ -------- UTILITIES (1.4%) 280,400 Montana Power 8,675 8,675 ------------ -------- TOTAL COMMON STOCKS (COST $449,526) 571,860 571,860 ------------ -------- Principal Amount --------------------- U.S. GOVERNMENT AGENCY SECURITIES (0.4%) $2,750,000 Federal Home Loan Bank, Discount Notes, 5.15%, due 9/2/99 (COST $2,750) 2,750 2,750 ------------- -------- REPURCHASE AGREEMENTS (2.0%) 12,240,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $12,241,785, Collateralized by $12,445,000 U.S. Treasury Notes, 5.875%, due 6/30/00 (Collateral Value $12,609,013) (COST $12,240) 12,240 12,240 ------------- --------- SHORT-TERM INVESTMENTS (22.2%) 11,000,000 Ford Motor Credit Co., 5.14% & 5.20%, due 9/2/99 & 9/7/99 10,996 10,996 3,000,000 AT&T Corp., 5.18%, due 9/7/99 2,998 2,998 3,000,000 Emerson Electric Co., 5.30%, due 9/10/99 2,996 2,996 118,910,279 N&B Securities Lending Quality Fund, LLC 118,910 118,910 ------------- -------- 34 TOTAL SHORT-TERM INVESTMENTS (COST $135,900) 135,900 135,900 ------------- -------- TOTAL INVESTMENTS (117.9%) (COST $600,416) $ 722,750 $722,750 ------------- -----------

(a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Manhattan Portfolio. Because liabilities exceeded assets other than Investments at the Portfolio level, certain of the investments being transferred would have been liquidated. 35 MILLENNIUM PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS FEBRUARY 29, 2000 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA ----------------------------------- NUMBER OF EQUITY EQUITY SHARES/PRINCIPAL EQUITY FUNDS- TRUST- ASSETS- AMOUNT MILLENNIUM MILLENNIUM MILLENNIUM ---------------------- FUND TRUST ASSETS ADJUSTMENTS(A) MILLENNIUM FUND Investment in Portfolio $ 326,493 $ 16,116 $ 66 $ (342,675) $ 0 Investment in unaffiliated issuers and non- controlled affiliated issuers COMMON STOCKS (98.7%) BUSINESS SERVICES (4.2%) 154,700 Circle.com $ 1,460 $ 1,460 217,500 Corinthian Colleges 3,888 3,888 109,350 Iron Mountain 3,335 3,335 104,700 Luminant Worldwide 2,565 2,565 91,300 Official Payments 3,276 3,276 300 Onvia.com 6 6 ----------- -------------- 14,530 14,530 ----------- -------------- BUSINESS SERVICES - GENERAL BUSINESS SERVICES (1.4%) 608,500 Strategic Diagnostics 4,830 4,830 ----------- -------------- BUSINESS SERVICES - IT BUSINESS SERVICES (0.7%) 140,500 Hall, Kinion & Associates 2,529 2,529 ----------- -------------- CONSUMER CYCLICAL - LEISURE & CONSUMER SERVICE (0.9%) 147,100 Premier Parks 2,979 2,979 ----------- -------------- CONSUMER CYCLICAL - CONSUMER MEDIA (2.5%) 92,300 Citadel Communications 3,127 3,127 51,400 Emmis Communications 1,876 1,876 29,800 Pegasus Communications 3,695 3,695 ----------- -------------- 8,698 8,698 ----------- -------------- 36 ENERGY (3.5%) 71,500 Hanover Compressor 3,356 3,356 66,900 Independent Energy Holdings ADR 3,349 3,349 102,200 Maverick Tube 2,300 2,300 127,800 Patterson Energy 2,915 2,915 ----------- -------------- 11,920 11,920 ----------- -------------- FINANCIAL SERVICES (5.8%) 82,800 Affiliated Managers Group 3,255 3,255 50,952 Digital Insight 3,210 3,210 79,650 eSPEED, Inc. 4,933 4,933 165,400 Netzee, Inc. 4,238 4,238 197,200 SierraCities.com 4,166 4,166 ----------- ------------- 19,802 19,802 ----------- ------------- HARDWARE (0.9%) 32,600 DII Group 3,152 3,152 ----------- ------------- HEALTH CARE (9.0%) 14,000 Abgenix, Inc. 4,510 4,510 61,200 Allscripts, Inc. 4,223 4,223 70,500 Anesta Corp. 1,569 1,569 37,100 ArthroCare Corp. 4,582 4,582 120,700 ChromaVision Medical Systems 2,482 2,482 49,500 Enzon, Inc. 2,871 2,871 12,800 Human Genome Sciences 2,793 2,793 95,100 INAMED Corp. 3,602 3,602 51,900 Pharmacyclics, Inc. 4,142 4,142 ----------- ------------- 30,774 30,774 ----------- ------------- INTERNET (9.5%) 94,800 About.com 6,660 6,660 301,800 Cybergold, Inc. 6,036 6,036 25,000 InterVU Inc. 3,698 3,698 138,200 Lifeminders.com 7,342 7,342 120,200 Marketing Services Group 3,185 3,185 117,100 MyPoints.com 5,489 5,489 ----------- ------------- 32,410 32,410 ----------- ------------- RETAIL (3.6%) 96,400 American Eagle Outfitters 2,458 2,458 152,300 Factory 2-U Stores 3,693 3,693 100,100 Insight Enterprises 3,141 3,141 210,400 Steven Madden 2,840 2,840 ----------- ------------- 12,132 12,132 ----------- ------------- SEMICONDUCTORS (6.5%) 97,600 Asyst Technologies 4,477 4,477 20,400 Cree, Inc. 3,833 3,833 95,200 Cypress Semiconductor 4,343 4,343 46,000 Elantec Semiconductor 2,895 2,895 60,900 Helix Technology 4,332 4,332 48,600 Zoran Corp. 2,479 2,479 ----------- ------------- 22,359 22,359 ----------- ------------- 37 SOFTWARE (9.0%) 75,100 Active Software 7,885 7,885 74,100 Actuate Software 4,622 4,622 114,400 BindView Development 3,861 3,861 42,600 PC-Tel 2,897 2,897 47,000 Project Software & Development 3,639 3,639 56,500 Radiant Systems 2,889 2,889 77,200 Visual Networks 5,076 5,076 ----------- ------------- 30,869 30,869 ----------- ------------- TECHNOLOGY - HARDWARE (16.1%) 71,800 AudioCodes Ltd. 5,547 5,547 65,500 Efficient Networks 10,562 10,562 20,000 Extended Systems 2,035 2,035 53,800 Mercury Computer Systems 2,592 2,592 42,000 Natural MicroSystems 2,678 2,678 84,300 Netopia, Inc. 7,271 7,271 81,100 Osicom Technologies 11,754 11,754 61,200 SonicWALL, Inc. 5,539 5,539 34,000 Virata Corp. 5,015 5,015 65,500 Westell Technologies 2,243 2,243 ----------- ------------- 55,236 55,236 ----------- ------------- TECHNOLOGY - SEMICONDUCTOR (4.4%) 270,800 Artisan Components 6,872 6,872 171,100 Integrated Device Technology 6,309 6,309 25,000 Kopin Corp. 1,853 1,853 ----------- ------------- 15,034 15,034 ----------- ------------- TECHNOLOGY - SOFTWARE (6.1%) 27,100 Allaire Corp. 3,506 3,506 83,300 IONA Technologies ADR 7,060 7,060 52,500 Netegrity, Inc. 4,489 4,489 137,800 SERENA Software 5,813 5,813 ----------- ------------- 20,868 20,868 ----------- ------------- TELECOMMUNICATIONS (14.6%) 47,200 AirGate PCS 4,626 4,626 83,100 C-COR.net 3,716 3,716 225,500 CAIS Internet 8,625 8,625 45,300 Digex, Inc. 7,339 7,339 41,500 Digital Island 4,819 4,819 78,300 Eloquent, Inc. 2,633 2,633 109,500 Network Plus 4,223 4,223 30,100 Nextel Partners 963 963 137,700 Pinnacle Holdings 8,055 8,055 7,900 Teltrend Inc. 837 837 53,000 Time Warner Telecom 4,081 4,081 ----------- ------------- 49,917 49,917 ----------- ------------- TOTAL COMMON STOCKS (COST 338,039 338,039 $211,549) ----------- ------------- Principal Amount ------------------ REPURCHASE AGREEMENTS (2.9%) $ 9,906,000 State Street Bank and Trust Co. Repurchase Agreement, 5.71%, due 3/1/00, dated 2/29/00, Maturity Value $9,907,571, Collateralized by $10,155,000 Fannie Mae, Notes, 6.40%, due 9/27/01 (Collateral Value $10,206,384) (COST $9,906) 9,906 9,906 ----------- ------------- SHORT-TERM INVESTMENTS (12.6%) 43,222,736 N&B Securities Lending Quality Fund, LLC (COST $43,223) 43,223 43,223 ----------- ------------- TOTAL INVESTMENTS (114.2%) (COST $264,678) $ 391,168 $ 391,168 ----------- -------------

(a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Millennium Portfolio. Because liabilities exceeded assets other than Investments at the Portfolio level, certain of the investments being transferred would have been liquidated. 38 PARTNERS PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS AUGUST 31, 1999 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA ------------------- EQUITY EQUITY EQUITY FUNDS- TRUST- ASSETS- PARTNERS PARTNERS PARTNERS NUMBER OF SHARES/PRINCIPAL AMOUNT FUND TRUST ASSETS ADJUSTMENTS(A) PARTNERS FUND ----------------------------------- Investment in Portfolio $2,857,082 $849,259 $62,399 $ (3,768,740) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (92.1%) AEROSPACE (1.1%) 600,000 Raytheon Co. Class A $ 40,275 $ 40,275 ------------- ----------- AIRLINES (1.9%) 330,900 AMR Corp. 19,399 19,399 1,280,000 Continental Airlines Class B 52,240 52,240 ------------- ----------- 71,639 71,639 ------------- ----------- AUTOMOBILE MANUFACTURING (2.3%) 1,315,800 General Motors 87,007 87,007 ------------- ----------- AUTO/TRUCK REPLACEMENT PARTS (1.3%) 1,180,000 Lear Corp. 47,421 47,421 ------------- ----------- BANKING & FINANCIAL (11.3%) 1,305,000 Bank of America 78,953 78,953 1,945,000 Bank One 78,043 78,043 1,143,800 BankBoston Corp. 53,115 53,115 1,560,000 Chase Manhattan 130,553 130,553 1,337,000 Countrywide Credit 42,951 42,951 Industries 1,140,000 Household International 43,035 43,035 ------------- ----------- 426,650 426,650 ------------- ----------- 39 CHEMICALS (1.5%) 765,000 duPont 48,482 48,482 620,000 Lyondell Chemical 9,029 9,029 ------------- ----------- 57,511 57,511 ------------- ----------- COMMUNICATIONS (4.0%) 600,000 Bell Atlantic 36,750 36,750 1,520,000 MCI WorldCom 115,140 115,140 ------------- ----------- 151,890 151,890 ------------- ----------- DIVERSIFIED (1.8%) 1,658,500 Monsanto Co. 68,102 68,102 ------------- ----------- ELECTRONICS (1.1%) 353,900 Emerson Electric 22,163 22,163 275,000 Teradyne, Inc. 18,717 18,717 ------------- ----------- 40,880 40,880 ------------- ----------- ENERGY (0.8%) 1,314,600 McDermott International 29,661 29,661 ------------- ----------- FINANCIAL SERVICES (3.0%) 1,070,000 Ceridian Corp. 29,960 29,960 330,000 Morgan Stanley Dean Witter 28,318 28,318 1,240,000 SLM Holding 54,793 54,793 ------------- ----------- 113,071 113,071 ------------- ----------- FOOD & TOBACCO (3.4%) 1,040,000 Anheuser-Busch 80,080 80,080 1,209,500 Nabisco Holdings 47,549 47,549 ------------- ----------- 127,629 127,629 ------------- ----------- 40 FOOD PRODUCTS (1.7%) 526,100 ConAgra, Inc. 12,889 12,889 1,195,800 Diageo PLC ADR 49,551 49,551 ------------- ----------- 62,440 62,440 ------------- ----------- GAS (1.7%) 1,347,400 Praxair, Inc. 63,328 63,328 ------------- ----------- HEALTH CARE (12.9%) 475,000 ALZA Corp. 23,928 23,928 1,579,500 American Home Products 65,549 65,549 870,000 Baxter International 58,345 58,345 1,602,100 Becton, Dickinson & Co. 45,059 45,059 1,230,000 Centocor, Inc. 73,646 73,646 1,498,800 CIGNA Corp. 134,611 134,611 669,800 Merck & Co. 45,002 45,002 540,000 Wellpoint Health Networks 39,353 39,353 ------------- ----------- 485,493 485,493 ------------- ----------- INDUSTRIAL GOODS & SERVICES (2.9%) 845,800 Fort James 27,277 27,277 1,055,700 General Dynamics 66,509 66,509 637,300 Owens-Illinois 15,773 15,773 ------------- ----------- 109,559 109,559 ------------- ----------- INSURANCE (2.8%) 1,599,200 Ace, Ltd. 34,283 34,283 370,000 American International Group 34,294 34,294 743,494 XL Capital 37,407 37,407 ------------- ----------- 105,984 105,984 ------------- ----------- OIL & GAS (6.5%) 304,000 Chevron Corp. 28,044 28,044 840,000 Texaco Inc. 53,340 53,340 2,042,200 Tosco Corp. 52,076 52,076 1,400,200 Transocean Offshore 47,607 47,607 2,077,500 USX-Marathon Group 64,662 64,662 ------------- ----------- 245,729 245,729 ------------- ----------- 41 RAILROADS (1.1%) 1,461,800 Burlington Northern Santa Fe 42,392 42,392 ------------- ----------- RETAILING (3.4%) 1,620,000 Consolidated Stores 26,123 26,123 990,300 Harcourt General 43,388 43,388 243,100 Office Depot 2,537 2,537 3,052,600 Rite Aid 56,473 56,473 ------------- ----------- 128,521 128,521 ------------- ----------- STEEL (0.9%) 1,639,400 AK Steel Holding 34,427 34,427 ------------- ----------- TECHNOLOGY (18.1%) 2,427,500 Cadence Design Systems 33,075 33,075 861,300 Compaq Computer 19,971 19,971 1,940,000 Computer Associates 109,610 109,610 1,592,400 General Motors Class H 82,009 82,009 440,000 Hewlett-Packard 46,365 46,365 680,000 IBM 84,702 84,702 1,840,000 L.M. Ericsson Telephone, B Shares ADR 59,915 59,915 1,592,600 Nortel Networks 65,396 65,396 2,865,000 Parametric Technology 40,110 40,110 537,000 Texas Instruments 44,068 44,068 2,038,900 Xerox Corp. 97,357 97,357 ------------- ----------- 682,578 682,578 ------------- ----------- TELECOMMUNICATIONS (2.4%) 1,540,000 AT&T Corp.- Liberty Media Group Class A 49,280 49,280 600,000 GTE Corp. 41,175 41,175 ------------- ----------- 90,455 90,455 ------------- ----------- UTILITIES (3.3%) 2,130,000 The Williams Cos. 87,863 87,863 952,400 Unicom Corp. 36,786 36,786 ------------- ----------- 124,649 124,649 ------------- ------------ WASTE MANAGEMENT (0.9%) 2,598,200 Allied Waste Industries 33,127 33,127 ------------- ----------- 42 TOTAL COMMON STOCKS (COST $3,107,009) 3,470,418 3,470,418 ------------- ----------- PREFERRED STOCKS (2.2%) 3,123,800 News Corp. ADR (COST $86,104) 82,586 82,586 ------------- ------------ Principal Amount ------------------------------ REPURCHASE AGREEMENTS (1.7%) $ 50,000,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $50,007,292, Collateralized by $40,915,000 U.S. Treasury Bonds, 8.875%, due 8/15/17 (Collateral Value $51,506,216) 50,000 50,000 13,300,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $13,301,940, Collateralized by $13,635,000 U.S. Treasury Notes, 5.875%, due 2/15/00 (Collateral Value $13,703,911) 13,300 13,300 ------------- ----------- TOTAL REPURCHASE AGREEMENTS (COST $63,300) 63,300 63,300 ------------- ----------- SHORT-TERM INVESTMENTS (6.9%) 50,000,000 Ford Motor Credit Co., 5.21%, due 9/2/99 49,993 49,993 20,200,000 Novartis Finance Corp., 5.27%, due 9/7/99 20,182 20,182 50,000,000 American Express Credit Corp., 5.31%, due 9/8/99 49,948 49,948 139,642,039 N&B Securities Lending Quality Fund, LLC 139,642 139,642 ------------- ----------- TOTAL SHORT-TERM INVESTMENTS (COST $259,765) 259,765 259,765 ------------- ----------- 43 TOTAL INVESTMENTS (102.9%) (COST $3,516,178) $ 3,876,069 $ 3,876,069 ============ ===========

(a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Partners Portfolio. 44 REGENCY PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS AUGUST 31, 1999 (UNAUDITED)

MARKET VALUE (000'S OMITTED) REPORTED PRO FORMA ------------------- NUMBER OF EQUITY EQUITY SHARES/PRINCIPAL FUNDS- TRUST- AMOUNT REGENCY REGENCY ------------------ FUND TRUST ADJUSTMENTS(A) REGENCY FUND Investment in Portfolio $ 7,923 $ 353 $ (8,276) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (87.0%) AIRLINES (1.3%) 2,700 Continental Airlines Class B $ 110 $ 110 -------------- ------------- AUTOMOTIVE (2.6%) 3,700 Lear Corp. 149 149 1,400 Navistar International 68 68 -------------- ------------- 217 217 -------------- ------------- BANKING & FINANCIAL (5.6%) 4,800 BankBoston Corp. 223 223 1,900 Countrywide Credit Industries 61 61 8,600 IndyMac Mortgage Holdings 115 115 2,600 Valley National Bancorp 68 68 -------------- ------------ 467 467 -------------- ------------ CHEMICALS (1.1%) 6,400 Lyondell Chemical 93 93 -------------- ------------ 45 CONSUMER CYCLICALS (1.7%) 1,800 Lexmark International Group 142 142 -------------- ------------ CONSUMER PRODUCTS & SERVICES (1.5%) 7,400 American National Can Group 121 121 -------------- ------------ ELECTRICAL & ELECTRONICS (1.1%) 6,200 Niagara Mohawk Holdings 94 94 -------------- ------------ ENERGY (2.7%) 3,500 Coastal Corp. 152 152 3,300 McDermott International 74 74 -------------- ------------ 226 226 -------------- ------------ ENTERTAINMENT (1.0%) 6,500 Mirage Resorts 85 85 -------------- ------------ FINANCIAL SERVICES (10.7%) 1,600 Ambac Financial Group 85 85 4,700 Bear Stearns 196 196 5,500 Ceridian Corp. 154 154 4,200 Dun & Bradstreet 110 110 2,900 FINOVA Group 110 110 1,600 Kansas City Southern Industries 74 74 3,600 SLM Holding 159 159 -------------- ------------ 888 888 -------------- ------------ GAS (1.8%) 3,200 Praxair, Inc. 150 150 -------------- ------------ HEALTH CARE (3.4%) 4,900 Becton, Dickinson & Co. 138 138 2,000 Wellpoint Health Networks 146 146 -------------- ------------ 284 284 -------------- ------------ INDUSTRIAL GOODS & SERVICES (8.1%) 4,200 Fort James 135 135 3,300 General Dynamics 208 208 1,000 Reynolds Metals 63 63 4,500 Sherwin-Williams 110 110 6,200 UCAR International 151 151 -------------- ----------- 667 667 -------------- ----------- INSURANCE (3.2%) 6,300 Ace, Ltd. 135 135 700 CIGNA Corp. 63 63 1,700 Cincinnati Financial 67 67 -------------- ------------ 265 265 -------------- ------------ 46 MACHINERY & EQUIPMENT (2.7%) 1,300 Grainger, Inc. 57 57 2,000 SPX Corp. 169 169 -------------- ------------ 226 226 -------------- ------------ MEDIA (0.7%) 1,200 E.W. Scripps 58 58 -------------- ------------ OIL & GAS (7.3%) 3,000 Apache Corp. 136 136 3,600 Noble Drilling 89 89 4,400 Tosco Corp. 112 112 3,000 Transocean Offshore 102 102 5,200 USX-Marathon Group 162 162 -------------- ------------ 601 601 -------------- ------------ RAILROADS (1.4%) 3,900 Burlington Northern Santa Fe 113 113 -------------- ------------ RETAILING (8.1%) 5,700 Consolidated Stores 92 92 22,800 Food Lion Class A 180 180 2,200 Harcourt General 96 96 6,100 Rite Aid 113 113 9,800 W.R. Grace 188 188 -------------- ------------ 669 669 -------------- ------------ STEEL (0.9%) 3,600 AK Steel Holding 76 76 -------------- ------------ TECHNOLOGY (9.7%) 9,900 Cadence Design Systems 135 135 9,800 Comdisco, Inc. 206 206 1,000 Computer Associates 57 57 5,900 Engelhard Corp. 118 118 3,100 General Motors Class H 160 160 8,800 Parametric Technology 123 123 -------------- ------------ 799 799 -------------- ------------ TELECOMMUNICATIONS (4.2%) 7,700 A.H. Belo 146 146 5,600 American Tower 127 127 2,300 AT&T Corp.- Liberty Media Group Class A 74 74 -------------- ------------ 347 347 -------------- ------------ 47 TRANSPORTATION (2.1%) 3,500 Galileo International 170 170 -------------- ------------ UTILITIES (2.2%) 4,300 The Williams Cos. 177 177 -------------- ------------ WASTE MANAGEMENT (1.9%) 12,000 Allied Waste Industries 153 153 -------------- ------------ TOTAL COMMON STOCKS (COST $7,700) 7,198 7,198 -------------- ------------ PREFERRED STOCKS (1.2%) 3,800 News Corp. ADR (COST $116) 100 100 -------------- ------------ Principal Amount ------------------- U.S. GOVERNMENT AGENCY SECURITIES (4.5%) $ 200,000 Federal Home Loan Bank, Discount Notes, 5.40%, due 9/1/99 200 200 175,000 Federal Farm Credit Bank, Discount Notes, 5.09%, due 9/2/99 175 175 -------------- ------------ TOTAL U.S. GOVERNMENT AGENCY SECURITIES (COST $375) 375 375 -------------- ------------ REPURCHASE AGREEMENTS (4.5%) 370,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $370,054, Collateralized by $350,000 U.S. Treasury Bonds, 7.25%, due 8/15/22 (Collateral Value $382,375) (COST $370) 370 370 -------------- ------------ 48 SHORT-TERM INVESTMENTS (0.6%) 50,488 N&B Securities Lending Quality Fund, LLC (COST $50) 50 50 -------------- ------------ TOTAL INVESTMENTS (97.8%) (COST $8,611) $ 8,093 $ 8,093 ============ ============

(a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Regency Portfolio. 49 SOCIALLY RESPONSIVE PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS AUGUST 31, 1999 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA ----------------------------------------------------- EQUITY TRUST- EQUITY NUMBER OF FUNDS- NYCDC ASSETS- EQUITY SERIES- SOCIALLY SHARES/PRINCIPAL SOCIALLY SOCIALLY SOCIALLY SOCIALLY RESPONSIVE AMOUNT RESPONSIVE RESPONSIVE RESPONSIVE RESPONSIVE FUND -------------------- FUND TRUST TRUST ASSETS ADJUSTMENTS(A) Investment in Portfolio $ 118,614 $ 253,115 $ 25,267 $ 117 $ (397,113) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (93.9%) ADVERTISING (2.7%) 330,000 True North Communications $ 10,869 $ 10,869 -------------- ---------- AUTOMOTIVE (1.6%) 137,200 Borg-Warner Automotive 6,500 6,500 -------------- ---------- CHEMICALS (1.3%) 100,000 Minerals Technologies 4,950 4,950 -------------- ---------- CONSUMER GOODS & SERVICES (2.2%) 150,000 Kimberly-Clark 8,541 8,541 -------------- ---------- DIVERSIFIED (3.1%) 120,000 Tyco International 12,157 12,157 -------------- ---------- ENERGY (2.3%) 100,000 Chevron Corp. 9,225 9,225 -------------- ---------- ENTERTAINMENT (2.0%) 350,000 Fox Entertainment Group 8,072 8,072 -------------- ---------- 50 FINANCIAL SERVICES (9.8%) 150,000 Ambac Financial Group 7,922 7,922 276,750 Citigroup Inc. 12,298 12,298 275,000 Conseco, Inc. 6,600 6,600 200,000 Dun & Bradstreet 5,238 5,238 100,000 Fannie Mae 6,212 6,212 9,300 Goldman Sachs 556 556 -------------- ---------- 38,826 38,826 -------------- ---------- FURNISHINGS (2.2%) 400,000 Leggett & Platt 8,850 8,850 -------------- ---------- HEALTH CARE (15.8%) 220,000 ALZA Corp. 11,082 11,082 170,000 Biogen, Inc. 13,047 13,047 260,000 Invacare Corp. 4,859 4,859 90,000 Johnson & Johnson 9,203 9,203 220,000 McKesson HBOC 6,848 6,848 135,000 Warner-Lambert 8,944 8,944 118,000 Wellpoint Health Networks 8,599 8,599 -------------- ---------- 62,582 62,582 -------------- ---------- HOSPITAL SUPPLIES (2.4%) 200,000 C. R. Bard 9,325 9,325 ------------ ---------- INSURANCE (3.7%) 380,000 ESG Re 5,130 5,130 210,000 ReliaStar Financial 9,463 9,463 -------------- ---------- 14,593 14,593 -------------- ---------- OIL & GAS (4.3%) 220,000 Anadarko Petroleum 7,480 7,480 230,000 Cooper Cameron 9,574 9,574 -------------- ---------- 17,054 17,054 -------------- ---------- PAPER & FOREST PRODUCTS (2.2%) 238,000 Mead Corp. 8,880 8,880 -------------- ---------- PUBLISHING & BROADCASTING (2.5%) 225,000 Valassis Communications 9,844 9,844 -------------- ---------- RECYCLING (0.7%) 187,500 IMCO Recycling 2,941 2,941 -------------- ---------- RETAIL GROCERY (1.7%) 140,000 Albertson's Inc. 6,711 6,711 -------------- ---------- 51 RETAIL STORES (6.1%) 250,000 Circuit City Stores 10,750 10,750 120,000 Dayton Hudson 6,960 6,960 145,000 Federated Department Stores 6,670 6,670 -------------- ---------- 24,380 24,380 -------------- ---------- RETAILING (2.0%) 179,000 Wal-Mart Stores 7,932 7,932 -------------- ---------- TECHNOLOGY (17.9%) 374,000 Compaq Computer 8,672 8,672 150,000 Electronic Data Systems 8,419 8,419 120,000 Hewlett-Packard 12,645 12,645 160,000 Intel Corp. 13,150 13,150 400,000 Quantum Corp. - DLT & Storage Systems 7,325 7,325 200,000 Quantum Corp. - Hard Disk Drive 1,425 1,425 300,000 Unisys Corp. 12,900 12,900 140,000 Xerox Corp. 6,685 6,685 -------------- ---------- 71,221 71,221 -------------- ---------- TELECOMMUNICATIONS (3.7%) 150,000 MCI WorldCom 11,363 11,363 503,200 Metromedia International Group 3,176 3,176 -------------- ---------- 14,539 14,539 -------------- ---------- TRANSPORTATION (2.1%) 140,000 AMR Corp. 8,208 8,208 -------------- ---------- WASTE MANAGEMENT (1.6%) 350,000 Azurix Corp. 6,497 6,497 -------------- ---------- TOTAL COMMON STOCKS (COST $274,738) 372,697 372,697 -------------- ---------- Principal Amount -------------------- U.S. GOVERNMENT AGENCY SECURITIES (2.3%) $4,000,000 Fannie Mae, Discount Notes, 5.15%, due 9/3/99 3,999 3,999 5,000,000 Freddie Mac, Discount Notes, 5.18% & 5.23%, due 9/9/99 & 9/10/1999 4,994 4,994 -------------- ---------- 52 TOTAL U.S. GOVERNMENT AGENCY SECURITIES (COST $8,993) 8,993 8,993 -------------- ---------- REPURCHASE AGREEMENTS (2.1%) 8,370,000 State Street Bank and Trust Co. Repurchase Agreement, 5.25%, due 9/1/99, dated 8/31/99, Maturity Value $8,371,221, Collateralized by $8,495,000 U.S. Treasury Notes, 5.625%, due 5/15/01 (Collateral Value $8,621,966) (COST $8,370) 8,370 8,370 -------------- ---------- SHORT-TERM INVESTMENTS (0.6%) 100,000 Community Capital Bank, 4.05%, due 9/29/99 100 100 100,000 Self Help Credit Union, 4.71%, due 11/24/99 100 100 2,340,353 N&B Securities Lending Quality Fund, LLC 2,340 2,340 -------------- ---------- TOTAL SHORT-TERM INVESTMENTS (COST $2,540) 2,540 2,540 -------------- ---------- TOTAL INVESTMENTS (98.9%) (COST $294,641) $ 392,600 $ 392,600 ============== ========== (a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Socially Responsive Portfolio.

53 TECHNOLOGY PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS JUNE 30, 2000 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA --------------------------------- NUMBER OF EQUITY FUNDS- EQUITY TRUST- SHARES/PRINCIPAL TECHNOLOGY TECHNOLOGY AMOUNT FUND TRUST ADJUSTMENTS (A) TECHNOLOGY FUND ---------------------- Investment in Portfolio $ 16,040 $ 2,112 $ (18,152) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers COMMON STOCKS (89.6%) COMMUNICATIONS (16.3%) 1,200 Brocade Communications $ 220 $ 220 5,200 Cisco Systems 330 330 5,900 Comverse Technology 549 549 2,000 E-Tek Dynamics 528 528 3,700 Efficient Networks 272 272 4,100 Nextel Communications 251 251 8,200 Nokia Corp. 409 409 2,200 Redback Networks 392 392 --------------- --------------- 2,951 2,951 --------------- --------------- CONSUMER STAPLES (2.3%) 6,500 TV Guide 223 223 2,600 Time Warner 197 197 --------------- --------------- 420 420 --------------- --------------- ELECTRICAL EQUIPMENT (13.2%) 6,200 Analog Devices 471 471 1,500 Applied Materials 136 136 2,300 Broadcom Corp. 503 503 2,700 Conexant Systems 131 131 800 Cree, Inc. 107 107 1,300 Globespan 159 159 3,600 Intersil Holding Corp. Class A 195 195 4,400 KLA-Tencor 258 258 2,500 PMC-Sierra 444 444 --------------- --------------- 2,404 2,404 --------------- --------------- 54 HARDWARE (8.1%) 5,300 Flextronics International 364 364 3,400 EMC Corp. 262 262 4,200 Network Appliance 338 338 2,600 QLogic Corp. 172 172 3,700 Sun Microsystems 336 336 --------------- --------------- 1,472 1,472 --------------- --------------- HEALTH CARE (10.0%) 4,900 Amgen Inc. 344 344 500 Charles River Laboratories 11 11 1,900 Human Genome Sciences 253 253 6,800 Immunex Corp. 336 336 4,900 MedImmune, Inc. 363 363 1,600 MiniMed Inc. 189 189 4,900 PE Corp. 323 323 --------------- --------------- 1,819 1,819 --------------- --------------- INTERNET (11.2%) 2,800 Digex, Inc. 190 190 3,200 Ebay Inc. 174 174 6,700 Intuit Inc. 277 277 3,100 Phone.com 202 202 4,000 Portal Software 255 255 3,400 VeriSign, Inc. 600 600 6,300 Vignette Corp. 328 328 --------------- --------------- 2,026 2,026 --------------- --------------- SEMICONDUCTORS (0.6%) 3,300 Asyst Technologies 113 113 --------------- --------------- SOFTWARE (17.7%) 2,600 Active Software 202 202 10,000 Bea Systems 494 494 2,700 Micromuse Inc. 447 447 6,300 Oracle Corp. 530 530 10,900 Peregrine Systems 378 378 5,100 Rational Software 474 474 1,700 Siebel Systems 278 278 3,700 VERITAS Software 418 418 --------------- --------------- 3,221 3,221 --------------- --------------- 55 TECHNOLOGY (0.7%) 2,400 LSI Logic 130 130 --------------- --------------- TECHNOLOGY- HARDWARE (2.9%) 3,800 Netopia, Inc. 153 153 2,800 SonicWALL, Inc. 247 247 2,100 Virata Corp. 125 125 --------------- -------------- 525 525 --------------- -------------- TECHNOLOGY- SOFTWARE (1.1%) 2,600 Netegrity, Inc. 196 196 --------------- -------------- TELECOMMUNICATIONS (5.5%) 4,700 Metromedia Fiber Network 187 187 7,000 Nortel Networks 478 478 1,500 VoiceStream Wireless 174 174 4,600 WinStar Communications 156 156 --------------- -------------- 995 995 --------------- -------------- TOTAL COMMON STOCKS (COST $14,646) 16,272 16,272 --------------- -------------- Principal Amount --------------------- REPURCHASE AGREEMENTS (3.3%) $ 598,000 State Street Bank and Trust Co. Repurchase Agreement, 6.65%, due 7/3/00, dated 6/30/00, Maturity Value $598,331, Collateralized by $610,000 Fannie Mae, Notes, 6.40%, due 9/27/01 (Collateral Value $616,863) (COST $598) 598 598 --------------- -------------- SHORT-TERM INVESTMENTS (6.9%) 1,250,000 Freddie Mac, Discount Notes, 6.57%, due 7/3/00 (COST $1,249) 1,249 1,250 --------------- -------------- TOTAL INVESTMENTS (99.8%) $ 18,119 $ 18,120 =============== ==============

(a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Technology Portfolio. 56 Cash Reserves Portfolio Pro Forma Combining Schedule of Investments October 31, 1999 (unaudited)

Value (000's omitted) As Reported Pro Forma ---------- Income Funds- Principal Amount Cash (000's omitted) Reserves Adjustments (a) Cash Reserves ------------------ Investment in Portfolio $1,105,633 $(1,105,633) $0 Investment in unaffiliated issuers and non-controlled affiliated issuers Rating Moody's S&P U.S. TREASURY SECURITIES (1.8%) $ 5,000 U.S. Treasury Bills, 4.335%, due 11/12/99 TSY TSY $ 4,994 $ 4,994 15,000 U.S. Treasury Notes, 5.50%, due 2/29/00 TSY TSY 15,014 15,014 ------------------ ------------- TOTAL U.S. TREASURY SECURITIES 20,008 20,008 ------------------ ------------- U.S. GOVERNMENT AGENCY SECURITIES (12.0%) 113,795 Freddie Mac, Discount Notes, 5.13%-5.20%, due 11/12/99-1/27/00 AGY AGY 112,839 112,839 20,100 Federal Home Loan Bank, Bonds, 4.97%, due 2/16/00 AGY AGY 20,100 20,100 ------------------ ------------- TOTAL U.S. GOVERNMENT AGENCY SECURITIES 132,939 132,939 ------------------ ------------- ASSET-BACKED COMMERCIAL PAPER (2.7%) 29,500 Asset Securitization Cooperative Corp., 6.0988%, due 3/28/00 P-1 A-1+ 29,500 29,500 ------------------ ------------- 57 CORPORATE COMMERCIAL PAPER (63.1%) 22,700 Grainger (W.W.) Inc., 5.25%, due 11/1/99 P-1 A-1+ 22,700 22,700 8,080Kellogg Co., 5.28%, due 11/1/99 P-1 A-1+ 8,080 8,080 25,000 National Australia Funding Delaware Inc., 5.31%, due 11/1/99 P-1 A-1+ 25,000 25,000 17,562 Northern Illinois Gas Co., 5.22%, due 11/1/99 P-1 A-1+ 17,562 17,562 15,800 Bell Atlantic Network Funding Corp., 5.29%, due 11/3/99 P-1 A-1+ 15,795 15,795 15,200 Colonial Pipeline Co., 5.30%, due 11/3/99 P-1 A-1+ 15,196 15,196 19,825 BellSouth Telecommunications, Inc., 5.30%, due 11/4/99 P-1 A-1+ 19,816 19,816 30,000 Motorola, Inc., 5.29%, due 11/8/99 P-1 A-1 29,969 29,969 13,720 Halliburton Co., 5.28%, due 11/9/99 P-1 A-1+ 13,704 13,704 14,600 Campbell Soup Co., 5.26%, due 11/10/99 P-1 A-1+ 14,581 14,581 30,000 MetLife Funding, Inc., 5.30%, due 11/2/99 & 11/10/99 P-1 A-1+ 29,972 29,972 25,000 Prudential Funding Corp., 5.20%, due 11/10/99 P-1 A-1 24,967 24,967 35,090 Toyota Motor Credit Corp., 5.22%-5.28%, due 11/1/99-11/10/99 P-1 A-1+ 35,051 35,051 20,000 Sara Lee Corp., 5.30%, due 11/12/99 P-1 A-1+ 19,968 19,968 25,000 Deutsche Bank Financial Inc., 5.29%, due 11/15/99 P-1 A-1+ 24,949 24,949 22,200 New York Life Capital Corp., 5.24%, due 11/15/99 P-1 A-1+ 22,155 22,155 6,000 Illinois Tool Works, Inc., 5.30%, due 11/16/99 P-1 A-1+ 5,987 5,987 30,000 Merrill Lynch & Co., Inc., 5.23% & 5.30%, due 11/4/99 & 11/16/99 P-1 A-1+ 29,951 29,951 30,000 Ford Motor Credit Co., 5.26%, due 11/17/99 P-1 A-1 29,930 29,930 40,000 General Electric Capital 58 Corp., 4.82% & 5.26%, due 11/16/99 & 11/17/99 P-1 A-1+ 39,913 39,913 35,000 Abbott Laboratories, 5.25%, due 11/18/99 P-1 A-1+ 34,913 34,913 20,000 ANZ (Delaware) Inc., 5.295%, due 11/22/99 P-1 A-1+ 19,938 19,938 20,000 Swedish Export Credit Corp., 5.25%, due 1/18/00 P-1 A-1+ 19,772 19,772 45,000 du Pont (E.I.) de Nemours & Co., 5.29% & 5.67%, due 11/5/99 & 2/10/00 P-1 A-1+ 44,591 44,591 31,345 Merck & Co., Inc., 5.25% & 5.30%, due 11/1/99 & 2/11/00 P-1 A-1+ 30,894 30,894 10,000 Canadian Wheat Board, Canada, 5.68%, due 2/14/00 P-1 A-1+ 9,834 9,834 20,000 Coca-Cola Co., 5.55%, due 2/15/00 P-1 A-1+ 19,673 19,673 20,000 BellSouth Capital Funding Corp., 5.32%, due 2/16/00 P-1 A-1+ 19,684 19,684 15,000 British Telecommunications PLC, 5.70%, due 2/22/00 P-1 A-1+ 14,732 14,732 39,155 Morgan Stanley Dean Witter, 5.98%, due 2/25/00 P-1 A-1 38,401 38,401 ------------------ ------------- TOTAL CORPORATE COMMERCIAL PAPER 697,678 697,678 ------------------ ------------- TAXABLE REVENUE BONDS (2.0%) 11,000 Florida Housing Finance Corp., Revenue Bonds, Ser. 1999 A, 6.00%, due 3/2/00 MIG-1 A-1+ 11,000 11,000 11,585 Health Institute of Indiana, Inc., Loan Program Notes, Ser. A, 5.38%, VRDN due 10/1/28 P-1 A-1 11,585 11,585 ------------------ ------------- TOTAL TAXABLE REVENUE BONDS 22,585 22,585 ------------------ ------------- CERTIFICATES OF DEPOSIT (9.4%) 15,000 Commerzbank AG, Yankee C.D., 5.085%, due 2/16/00 P-1 A-1+ 14,998 14,998 30,000 UBS AG Stamford CT, Yankee C.D., 5.29%, due 3/7/00 P-1 A-1+ 30,014 30,014 3,500 Canadian Imperial Bank of Commerce, Yankee C.D., 5.18%, 59 due 3/15/00 P-1 A-1+ 3,500 3,500 30,000 National Westminster Bank PLC, Yankee C.D., 5.05% & 5.10%, due 2/9/00 & 4/7/00 P-1 A-1+ 30,000 30,000 10,000 Bank of Montreal, Yankee C.D., 5.12%, due 4/10/00 P-1 A-1+ 9,999 9,999 5,000 Rabobank Nederland, Yankee C.D., 5.205%, due 5/15/00 P-1 A-1+ 4,999 4,999 10,000 Bayerische Hypo-und Vereinsbank AG, Yankee C.D., 5.345%, due 5/24/00 P-1 A-1+ 9,997 9,997 ------------------ ------------- TOTAL CERTIFICATES OF DEPOSIT 103,507 103,507 ------------------ ------------- CORPORATE DEBT SECURITIES (2.3%) 25,000American Express Centurion Bank, Variable Rate Notes, 5.50%, due 5/8/00 P-1 A-1 25,000 25,000 ------------------ ------------- FUNDING AGREEMENTS (6.3%) 30,000Hartford Life Insurance Co., Variable Rate Funding Agreement, 5.44%, expiring 7/31/00 P-1 A-1 30,000 30,000 40,000Travelers Insurance Co., Variable Rate Funding Agreement, 5.43% & 5.45%, expiring 3/16/00 & 10/27/00 P-1 A-1+ 40,000 40,000 ------------------ ------------- TOTAL FUNDING AGREEMENTS 70,000 70,000 ------------------ ------------- TOTAL INVESTMENTS (99.6%) $ 1,101,217 $ 1,101,217 ================= =============

(a) The proposed reorganization contemplates the redemption in kind of the Cash Reserves' interest in the Cash Reserves Portfolio. 60

GOVERNMENT MONEY PORTFOLIO Pro Forma Combining Schedule of Investments October 31, 1999 (unaudited) Value (000's omitted) As Reported Pro Forma --------------- Principal Income Funds- Government Amount (000's Government Money omitted) Money Fund Adjustments(a) Fund ----------------------------------------- Investment in Portfolio $ 653,867 $(653,867) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers ANNUALIZED YIELD AT DATE OF PURCHASE U.S. TREASURY SECURITIES -- BACKED BY THE FULL FAITH AND CREDIT OF THE U.S. GOVERNMENT (99.3%) $1,455 U.S. Treasury Bills, due 11/4/99 4.55-4.77% $1,455 $1,455 82,330 U.S. Treasury Bills, due 11/12/99 4.60-4.92% 82,212 82,212 5,000 U.S. Treasury Notes, 7.875%, due 11/15/99 4.85% 5,006 5,006 61 82,815 U.S. Treasury Bills, due 11/18/99 4.60-4.80% 82,634 82,634 15,880 U.S. Treasury Bills, due 11/26/99 4.92-4.95% 15,827 15,827 53,670 U.S. Treasury Notes, 7.75%, due 11/30/99 4.68-4.96% 53,790 53,790 5,925 U.S. Treasury Bills, due 12/2/99 4.84% 5,901 5,901 62,715 U.S. Treasury Bills, due 12/9/99 4.74% 62,409 62,409 28,620 U.S. Treasury Bills, due 12/16/99 4.78% 28,453 28,453 21,080 U.S. Treasury Bills, due 12/23/99 4.69-4.79% 20,938 20,938 50,000 U.S. Treasury Bills, due 12/30/99 4.82-4.85% 49,614 49,614 32,225 U.S. Treasury Bills, due 1/6/00 4.78-5.03% 31,938 31,938 10,955 U.S. Treasury Bills, due 1/13/00 5.00-5.08% 10,846 10,846 80,325 U.S. Treasury Notes, 7.75%, due 1/31/00 5.02-5.21% 80,825 80,825 11,360 U.S. Treasury Bills, due 2/10/00 5.04-5.11% 11,204 11,204 16,500 U.S. Treasury Notes, 5.875%, due 2/15/00 5.15-5.17% 16,533 16,533 10,000 U.S. Treasury Notes, 7.125%, due 2/29/00 5.13% 10,063 10,063 69,000 U.S. Treasury Notes, 5.50%, due 2/29/00 5.18-5.21% 69,069 69,069 10,000 U.S. Treasury Notes, 6.875%, due 3/31/00 5.09% 10,071 10,071 745 U.S. Treasury Bills, due 4/20/00 5.29% 727 727 62 ------------- ------------ TOTAL INVESTMENTS (99.3%) $649,515 $649,515 ============= ============ (a) The proposed reorganization contemplates the redemption in kind of the Government Money Fund's interest in the Government Money Portfolio.

63 HIGH YIELD BOND PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS OCTOBER 31, 1999 (UNAUDITED)

MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA -------------- AMOUNT INCOME FUND- HIGH YIELD (000'S HIGH YIELD BOND OMITTED) BOND FUND ADJUSTMENTS (a) FUND -------------- Investment in Portfolio $ 24,022 $ (24,022) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers RATING U.S. GOVERNMENT AGENCY MOODY'S S&P SECURITIES (6.7%) $ 1,590 Freddie Mac, Discount Notes, 5.16%, due 11/1/99 AGY AGY $ 1,589 $ 1,589 25 Fannie Mae, Discount Notes, 5.21%, due 12/23/99 AGY AGY 25 25 ---------------- ---------- TOTAL U.S. GOVERNMENT AGENCY SECURITIES (COST $1,614) 1,614 1,614 ---------------- ---------- MORTGAGE-BACKED SECURITIES (4.7%) 425 BA Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Ser. 1998-6, 6.25%, due 12/26/28 BB 278 278 498 GE Capital Mortgage Services, Inc., REMIC Pass-Through Certificates, Ser. 1999-11, Class B3, 6.50%, due 7/25/29 BB 337 337 747 Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Ser. 1998-HF2, 6.01%, due 11/15/30 BB 505 505 ---------------- ---------- 64 TOTAL MORTGAGE-BACKED SECURITIES (COST $1,147) 1,120 1,120 ---------------- ---------- CORPORATE DEBT SECURITIES (86.0%) 500 Telecom Argentina Stet-France SA, Medium-Term Notes, 9.75%, due 7/12/01 B1 BBB- 499 499 450 Stone Container Corp., Senior Subordinated Debentures, 12.25%, due 4/1/02 B3 B- 451 451 60 Core-Mark International, Inc., Senior Subordinated Notes, 11.375%, due 9/15/03 B3 B 58 58 60 Loomis Fargo & Co., Senior Subordinated Notes, 10.00%, due 1/15/04 B3 B 59 59 250 MTS, INC., Senior Subordinated Notes, 9.375%, due 5/1/05 B2 B 174 174 210 Lodestar Holdings, Inc., Senior Notes, 11.50%, due 5/15/05 Caa2 B 162 162 300 Vintage Petroleum, Inc., Senior Subordinated Notes, 9.00%, due 12/15/05 B1 B+ 296 296 340 MTL Inc., Senior Subordinated Notes, 10.00%, due 6/15/06 B3 B- 320 320 470 Printpack, Inc., Senior Subordinated Notes, Ser. B, 10.625%, due 8/15/06 Caa1 B 439 439 540 Motors and Gears, Inc., Senior Notes, Ser. B, 10.75%, due 11/15/06 B3 B 531 531 500 Pen-Tab Industries, Inc., Senior Subordinated Notes, Ser. B, 10.875%, due 2/1/07 B3 B- 422 422 430 Fonda Group, Inc., Senior Subordinated Notes, Ser. B, 9.50%, due 3/1/07 B3 B- 369 369 60 GFSI Inc., Senior Subordinated Notes, 9.625%, due 3/1/07 B3 B- 45 45 500 Lyondell Chemical Co., Senior Secured Notes, Ser. B, 9.875%, 65 due 5/1/07 Ba3 BB 494 494 120 Doane Pet Care Co., Senior Subordinated Notes, 9.75%, due 5/15/07 B3 B- 115 115 500 French Fragrances, Inc., Senior Notes, Ser. B, 10.375%, due 5/15/07 B2 B+ 449 449 500 Hedstrom Corp., Senior Subordinated Notes, 10.00%, due 6/1/07 B3 B- 427 427 360 Venture Holdings Trust, Senior Notes, 11.00%, due 6/1/07 B2 B 352 352 350 Stena AB, Senior Notes, 8.75%, due 6/15/07 Ba2 BB 309 309 150 Polymer Group, Inc., Senior Subordinated Notes, 9.00%, due 7/1/07 B2 B 143 143 520 Safety Components International, Inc., Senior Subordinated Notes, 10.125%, due 7/15/07 B3 B- 338 338 60 HydroChem Industrial Services, Inc., Senior Subordinated Notes, Ser. B, 10.375%, due 8/1/07 Caa1 B- 52 52 125 Southern Foods Group, L.P., Senior Subordinated Notes, 9.875%, due 9/1/07 B2 B 131 131 310 NBTY, Inc., Senior Subordinated Notes, Ser. B, 8.625%, due 9/15/07 B1 B+ 259 259 85 K & F Industries, Inc., Senior Subordinated Notes, 9.25%, due 10/15/07 B3 B- 83 83 290 Stellex Industries, Inc., Senior Subordinated Notes, 9.50%, due 11/1/07 Caa1 B- 211 211 60 United Defense, L.P., Senior Subordinated Notes, 8.75%, due 11/15/07 B2 B 57 57 290 Omnicare, Inc., Convertible Subordinated Debentures, 5.00%, due 12/1/07 Ba3 BBB- 183 183 110 Amscan Holdings, Inc., Senior 66 Subordinated Notes, 9.875%, due 12/15/07 B3 B- 88 88 250 Fisher Scientific International Inc., Senior Subordinated Notes, 9.00%, due 2/1/08 B3 B- 236 236 540 Brand Scaffold Services, Inc., Senior Notes, 10.25%, due 2/15/08 B3 B- 486 486 400 Nextel Communications, Inc., Senior Redeemable Step Up Notes, Yielding 10.926%, due 2/15/08 B1 B- 284 284 300 APCOA, Inc., Senior Subordinated Notes, 9.25%, due 3/15/08 Caa1 B- 277 277 70 IMPAC Group, Inc., Senior Subordinated Notes, 10.125%, due 3/15/08 B3 B- 63 63 250 Musicland Group, Inc., Senior Subordinated Notes, 9.875%, due 3/15/08 B3 B- 211 211 520 Trans-Resources, Inc., Senior Notes, Ser. B, 10.75%, due 3/15/08 B3 B- 467 467 250 AMSC Acquisition Co., Inc., Senior Notes, Ser. B, 12.25%, due 4/1/08 157 157 200 Columbus McKinnon Corp., Senior Subordinated Notes, 8.50%, due 4/1/08 B2 B 181 181 300 Great Central Mines Ltd., Senior Notes, 8.875%, due 4/1/08 Ba2 BB 266 266 150 Numatics, Inc., Senior Subordinated Notes, 9.625%, due 4/1/08 B3 CCC+ 120 120 500 Riverwood International Corp., Senior Subordinated Notes, 10.875%, due 4/1/08 Caa1 CCC+ 484 484 200 Ultrapetrol (Bahamas) Ltd., First Preferred Ship Mortgage Notes, 10.50%, due 4/1/08 B1 BB- 161 161 250 Hudson Respiratory Care Inc., 67 Senior Subordinated Notes, 9.125%, due 4/15/08 B3 B- 219 219 500 Level 3 Communications, Inc., Senior Notes, 9.125%, due 5/1/08 B3 B 462 462 320 Sun Healthcare Group, Inc., Senior Subordinated Notes, 9.375%, due 5/1/08 Ca 39 39 300 Ziff-Davis Inc., Senior Subordinated Notes, 8.50%, due 5/1/08 B2 B 287 287 250 Great Lakes Carbon Corp., Senior Subordinated Notes, 10.25%, due 5/15/08 B3 B- 231 231 390 Home Products International, Inc., Senior Subordinated Notes, 9.625%, due 5/15/08 B3 B 346 346 300 La Petite Academy, Inc., Senior Notes, 10.00%, due 5/15/08 B3 B- 248 248 200 Millar Western Forest Products Ltd., Senior Notes, 9.875%, due 5/15/08 B3 B+ 195 195 300 Telecommunications Techniques Co., LLC, Senior Subordinated Notes, 9.75%, due 5/15/08 B3 B- 285 285 350 Coyne International Enterprises Corp., Senior Subordinated Notes, 11.25%, due 6/1/08 B3 B- 312 312 300 General Binding Corp., Senior Subordinated Notes, 9.375%, due 6/1/08 B2 B 242 242 500 AKI, Inc., Senior Notes, 10.50%, due 7/1/08 B2 B+ 481 481 300 Aqua-Chem, Inc., Senior Subordinated Notes, 11.25%, due 7/1/08 B3 CCC+ 194 194 250 Aurora Foods Inc., Senior Subordinated Notes, 8.75%, due 7/1/08 B1 B+ 237 237 340 Marsulex Inc., Senior Subordinated Notes, 9.625%, due 7/1/08 B2 B+ 330 330 68 440 Bell Sports, Inc., Senior Subordinated Notes, 11.00%, due 8/15/08 B3 B- 441 441 500 DeCrane Aircraft Holdings, Inc., Senior Subordinated Notes, 12.00%, due 9/30/08 Caa1 B- 497 497 250 ICN Pharmaceuticals, Inc., Senior Notes, 8.75%, due 11/15/08 Ba3 BB 231 231 250 True Temper Sports, Inc., Senior Subordinated Notes, Ser. B, 10.875%, due 12/1/08 B3 B- 234 234 250 Bulong Operations Ltd., Senior Secured Notes, 12.50%, due 12/15/08 B3 B 242 242 500 Willis Corroon Corp., Senior Subordinated Notes, 9.00%, due 2/1/09 Ba3 B+ 441 441 100 AK Steel Corp., Senior Notes, 7.875%, due 2/15/09 Ba2 BB 91 91 250 Panolam Industries, Senior Subordinated Notes, 11.50%, due 2/15/09 B3 B- 256 256 500 Diamond Brands Inc., Senior Step Up Debentures, Yielding 12.875%, due 4/15/09 Caa1 CCC+ 85 85 750 TeleCorp PCS, Inc., Senior Subordinated Step Up Notes, Yielding 11.625%, due 4/15/09 B3 460 460 200 Avis Rent A Car, Inc., Senior Subordinated Notes, 11.00%, due 5/1/09 B2 BB- 207 207 400 Dura Operating Corp., Senior Subordinated Notes, 9.00%, due 5/1/09 B2 B 371 371 500 MEDIQ Inc., Senior Step Up Debentures, Yielding 13.00%, due 6/1/09 Caa1 CCC+ 50 50 450 Falcon Products, Inc., Senior Subordinated Notes, 11.375%, due 6/15/09 B3 B 423 423 250 PSINet, Senior Notes, 11.00%, due 8/1/09 B3 B- 256 256 250 United Pan-Europe 69 Communications N.V., Senior Notes, 10.875%, due 8/1/09 B2 B- 244 244 500 Williams Communications Group, Inc., Senior Notes, 10.875%, due 10/1/09 B2 BB- 513 513 160 Del Webb Corp., Senior Subordinated Debentures, 10.25%, due 2/15/10 B2 B- 147 147 760 Charter Communications Holdings, LLC, Senior Step Up Notes, Yielding 9.225%, due 4/1/11 B2 B+ 453 453 ---------------- ---------- TOTAL CORPORATE DEBT SECURITIES (COST $23,080) 20,659 20,659 ---------------- ---------- WARRANTS (0.0%) 500 DeCrane Aircraft Holdings, Inc. -- -- 250 American Mobile Satellite 4 4 500 MEDIQ Inc. -- -- ---------------- ---------- TOTAL WARRANTS (COST $0) 4 4 ---------------- ---------- TOTAL INVESTMENTS (97.4%) (COST $25,841) $ 23,397 $ 23,397 ================ ==========

(a) The proposed reorganization contemplates the redemption in kind of the High Yield Bond Fund's interest in the High Yield Bond Portfolio. 70

INSTITUTIONAL CASH PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS JUNE 30, 2000 (UNAUDITED) VALUE (000'S OMITTED) AS REPORTED PRO FORMA ----------- --------- PRINCIPAL INCOME TRUST- AMOUNT INSTITUTIONAL INSTITUTIONAL (000'S OMITTED) CASH TRUST ADJUSTMENTS(A) CASH TRUST Investment in Portfolio $ 326,686 $ (326,686) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers RATING MOODY'S S&P CERTIFICATES OF DEPOSIT (0.8%) $2,500 First Union National Bank of NC, 7.00%, due 11/22/00 P-1 A-1 $ 2,500 $ 2,500 -------- ------- CORPORATE COMMERCIAL PAPER (94.4%) 4,000 ANZ (DE) Inc., 6.64%, due 12/4/00 P-1 A-1+ 3,886 3,886 2,900 American Express Credit Corp., 6.75%, due 7/7/00 P-1 A-1 2,898 2,898 5,500 AT&T Corp., 6.60%, due 7/11/00 P-1 A-1+ 5,492 5,492 10,000 Anheuser-Busch Cos. Inc., 6.58%, due 10/20/00 P-1 A-1+ 9,801 9,801 2,000 Asset Securitization Cooperative Corp., 6.55%, due 8/3/00 P-1 A-1+ 1,989 1,989 10,000 Asset Securitization Cooperative Corp., 6.57%, due 9/8/00 P-1 A-1+ 9,878 9,878 10,000 British Telecommunications PLC, 6.78%, due 11/9/00 P-1 A-1+ 9,757 9,757 2,000 Ciesco L.P., 6.53%, due 7/6/00 P-1 A-1+ 1,999 1,999 2,000 Corporate Asset Funding Co., Inc., 6.53%, due 7/7/00 P-1 A-1+ 1,999 1,999 10,000 Deutsche Bank Financial Inc., 6.57%, due 9/6/00 P-1 A-1+ 9,881 9,881 2,000 Diageo Capital PLC, 6.47%, due 7/24/00 P-1 A-1 1,992 1,992 5,000 DuPont (E.I.) de Nemours & Co., 6.61%, due 12/4/00 P-1 A-1+ 4,859 4,859 1,500 DuPont (E.I.) de Nemours & Co., 6.55%, due 8/2/00 P-1 A-1+ 1,492 1,492 3,000 Eksportfinans ASA, 6.62%, due 8/25/00 P-1 A-1+ 2,971 2,971 10,000 Electricite de France, 6.87%, due 7/5/00 P-1 A-1+ 9,996 9,996 10,000 Emerson Electric, 6.73%, due 7/6/00 P-1 A-1+ 9,994 9,994 71 9,000 Enterprise Funding Corp., 6.56%, due 7/17/00 P-1 A-1+ 8,977 8,977 7,000 Ford Motor Credit Co., 6.72%, due 7/5/00 P-1 A-1 6,997 6,997 2,000 Gannett Co., 6.50%, due 8/8/00 P-1 A-1+ 1,987 1,987 12,000 General Electric Capital Corp., 6.76%, due 11/29/00 P-1 A-1+ 11,664 11,664 2,000 Goldman Sachs & Co., 6.57%, due 7/5/00 P-1 A-1+ 1,999 1,999 4,010 Goldman Sachs & Co., 6.60%, due 10/16/00 P-1 A-1+ 3,933 3,933 3,075 Govco Inc., 6.85%, due 7/10/00 P-1 A-1+ 3,071 3,071 2,000 Govco Inc., 6.60%, due 8/7/00 P-1 A-1+ 1,987 1,987 7,000 Govco Inc., 6.57%, due 8/22/00 P-1 A-1+ 6,936 6,936 5,000 Halliburton Co., 6.55%, due 9/18/00 P-1 A-1+ 4,930 4,930 10,000 H.J. Heinz Co., 6.83%, due 7/3/00 P-1 A-1 10,000 10,000 1,000 Illinois Tool Works, 6.53%, due 7/5/00 P-1 A-1+ 1,000 1,000 10,000 Lloyd's TSB Bank PLC, 6.74%, due 12/4/00 P-1 A-1+ 9,712 9,712 7,545 McDonald's Corp., 6.70%, due 7/6/00 P-1 A-1+ 7,541 7,541 2,000 Merrill Lynch & Co., 6.53%, due 9/5/00 P-1 A-1+ 1,977 1,977 10,000 Merrill Lynch & Co., 6.75%, due 11/17/00 P-1 A-1+ 9,743 9,743 2,680 Minnesota Mining & Manufacturing Co., 6.55%, due 8/22/00 P-1 A-1+ 2,656 2,656 7,415 Monte Rosa Capital Corp., 6.55%, due 7/13/00 P-1 A-1+ 7,402 7,402 2,000 Monte Rosa Capital Corp., 6.50%, due 7/17/00 P-1 A-1+ 1,995 1,995 1,000 Morgan Stanley Dean Witter, 6.55%, due 7/17/00 P-1 A-1 997 997 10,000 National Rural Utilities Coop. Finance Corp., 6.62%, due 12/15/00 P-1 A-1+ 9,697 9,697 2,000 Private Export Funding Corp., 6.45%, due 7/6/00 P-1 A-1+ 1,999 1,999 5,000 Prudential Funding Corp., 6.60%, due 11/29/00 P-1 A-1 4,863 4,863 10,000 Receivables Capital Corp., 6.65%, due 11/10/00 P-1 A-1+ 9,760 9,760 10,000 Riverwoods Funding Corp., 6.75%, due 7/7/00 P-1 A-1+ 9,992 9,992 3,000 SBC Communications Inc., 6.53%, due 7/7/00 P-1 A-1+ 2,998 2,998 5,000 SBC Communications Inc., 6.62%, due 12/14/00 P-1 A-1+ 4,849 4,849 10,000 Surrey Funding Corp., 6.75%, due 7/7/00 P-1 A-1+ 9,992 9,992 2,000 Surrey Funding Corp., 6.60%, due 7/7/00 P-1 A-1+ 1,999 1,999 5,000 Toyota Motor Credit Corp., 6.51%, due 7/18/00 P-1 A-1+ 4,986 4,986 12,000 UBS Finance (DE), Inc., 6.65%, due 7/5/00 P-1 A-1+ 11,996 11,996 6,850 USAA Capital Corp., 6.57%, due 9/14/00 P-1 A-1 6,759 6,759 10,300 Union Electric, 6.95%, due 7/3/00 P-1 A-1+ 10,300 10,300 10,000 Wal-Mart Stores Inc., 6.50%, due 7/5/00 P-1 A-1+ 9,996 9,996 2,000 Washington Post Co., 6.51%, due 7/5/00 P-1 A-1+ 1,999 1,999 10,000 Windmill Funding Corp., 6.54%, due 7/14/00 P-1 A-1+ 9,980 9,980 2,000 Windmill Funding Corp., 6.56%, due 8/7/00 P-1 A-1+ 1,987 1,987 -------- ------- TOTAL CORPORATE COMMERCIAL PAPER 308,540 308,540 -------- ------- TAXABLE REVENUE BONDS (1.7%) 915 California Housing Finance Agency, Revenue Bonds, Ser. T, 6.80%, VRDN due 8/1/29 MIG-1 A1+ 915 915 1,400 Florida Housing Finance Revenue Bonds, Ser. 1993, 6.55%, VRDN due 1/1/34 MIG-1 A1+ 1,400 1,400 72 1,200 Los Angeles (CA) Multifamily Revenue Bonds, Ser. 1999 Q, 6.60%, VRDN due 4/15/33 MIG-1 A1+ 1,200 1,200 2,000 Riverside Co., (CA) Certificate of Participation, Ser. 1997, 6.85%, VRDN due 1/1/27 MIG-1 A1+ 2,000 2,000 -------- -------- TOTAL TAXABLE REVENUE BONDS 5,515 5,515 -------- -------- TIME DEPOSITS (3.1%) 10,000 Sun Trust Bank Inc., 6.88%, due 7/3/00 P-1 A-1 10,000 10,000 -------- -------- TOTAL INVESTMENTS (100.0%) $326,555 $326,555 ======== ========

(a) The proposed reorganization contemplates the redemption in kind of the Institutional Cash Trust's interest in the Institutional Cash Portfolio. 73

LIMITED MATURITY BOND PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS OCTOBER 31, 1999 (UNAUDITED) MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA ----------- --------- INCOME INCOME TRUST- FUNDS- LIMITED PRINCIPAL LIMITED MATURITY LIMITED AMOUNT (000'S MATURITY BOND MATURITY OMITTED) BOND FUND TRUST ADJUSTMENTS(A) BOND FUND ------------- Investment in Portfolio $228,422 $ 41,705 $ (270,127) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers RATING MOODY'S S&P U.S. TREASURY SECURITIES (7.6%) $ 7,750 U.S. Treasury Notes, 5.25%, due 5/15/04 TSY TSY $ 7,526 $ 7,526 8,700 U.S. Treasury Notes, 6.50%, due 10/15/06 TSY TSY 8,850 8,850 4,371 U.S. Treasury Inflation-Indexed Notes, 3.375%, due 1/15/07 TSY TSY 4,167 4,167 ----- ----- TOTAL U.S. TREASURY SECURITIES (COST $20,678) 20,543 20,543 ------ ------ U.S. GOVERNMENT AGENCY SECURITIES (1.5%) 4,175 Freddie Mac, Discount Notes, 5.16%, due 11/1/99 (COST $4,174) AGY AGY 4,174 4,174 ----- ----- 74 MORTGAGE-BACKED SECURITIES (30.1%) 1,480 GE Capital Mortgage Services, Inc., REMIC Pass-Through Certificates, Ser. 1998-25, Class B3, 6.25%, due 12/25/28 BB 974 974 1,588 PNC Mortgage Securities Corp., Pass-Through Certificates, Ser. 1999-1, Class 1B4, 6.25%, due 2/25/29 BB 1,034 1,034 946 Norwest Asset Securities Corp., Mortgage Pass-Through Certificates, Ser. 1999-13, 6.75%, due 5/25/29 BB 652 652 1,110 GE Capital Mortgage Services, Inc., REMIC Pass-Through Certificates, Ser. 1999-11, Class B3, 6.50%, due 7/25/29 BB 751 751 965 Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Ser. 1998-HF2, 6.01%, due 11/15/30 BB 653 653 FANNIE MAE 4,305 Pass-Through Certificates, 7.00%, due 9/1/03 & 6/1/11 AGY AGY 4,329 4,329 5,136 Pass-Through Certificates, 6.50%, due 5/1/13 AGY AGY 5,046 5,046 FREDDIE MAC 25 Mortgage Participation Certificates, 10.50%, due 10/1/00 & 12/1/00 AGY AGY 26 26 135 Mortgage Participation Certificates, 8.50%, due 10/1/01 AGY AGY 138 138 122 ARM Certificates, 6.00%, due 1/1/17 AGY AGY 122 122 GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 69 Pass-Through Certificates, 7.50%, due 10/15/09-9/15/10 AGY AGY 70 70 113 Pass-Through Certificates, 12.00%, due 5/15/12-3/15/15 AGY AGY 128 128 22,191 Pass-Through Certificates, 6.50%, due 12/15/28 AGY AGY 21,223 21,223 34,921 Pass-Through Certificates, 7.00%, due 4/15/11-1/15/29 AGY AGY 34,314 34,314 75 2,960 Pass-Through Certificates, 8.00%, due 11/15/26-7/15/29 AGY AGY 3,022 3,022 8,700 Pass-Through Certificates, 8.00%, TBA, 30 Year Maturity AGY AGY 8,890 8,890 ----- ----- TOTAL MORTGAGE-BACKED SECURITIES (COST $84,272) 81,372 81,372 ------ ------ ASSET-BACKED SECURITIES (7.0%) 6,500 Ford Credit Auto Loan Master Trust, Auto Loan Certificates, Ser. 1996-1, 5.50%, due 2/15/03 Aaa AAA 6,455 6,455 111 Honda Auto Receivables Grantor Trust, Ser. 1997-A, Class A, 5.85%, due 2/15/03 Aaa AAA 110 110 5,600 Chase Credit Card Master Trust, Ser. 1997-2, Class A, 6.30%, due 4/15/03 Aaa AAA 5,618 5,618 792 Navistar Financial Owner Trust, Ser. 1996-B, Class A-3, 6.33%, due 4/21/03 Aaa AAA 794 794 4,720 Chemical Master Credit Card Trust 1, Ser. 1995-2, Class A, 6.23%, due 6/15/03 Aaa AAA 4,727 4,727 1,112 Chevy Chase Auto Receivables Trust, Ser. 1996-2, Class A, 5.90%, due 7/15/03 Aaa AAA 1,110 1,110 ----- ----- TOTAL ASSET-BACKED SECURITIES (COST $18,905) 18,814 18,814 ------ ------ BANKS & FINANCIAL INSTITUTIONS (16.9%) 1,300 Lehman Brothers Holdings Inc., Medium-Term Notes, Ser. E, 7.08%, due 5/22/00 A3 A 1,307 1,307 1,800 International Lease Finance Corp., Notes, 6.625%, due 6/1/00 A1 A+ 1,806 1,806 3,150 Countrywide Funding Corp., Medium-Term Notes, Ser. A, 7.31%, due 8/28/00 A3 A 3,174 3,174 7,090 Associates Pass-Through Asset Trust, Ser. 1997-1, 6.45%, due 9/15/00 Aa3 AA- 7,138 7,138 76 5,000 Lehman Brothers Holdings Inc., Medium-Term Notes, Ser. E, 6.89%, due 10/10/00 A3 A 5,032 5,032 3,600 Countrywide Home Loans, Inc., Notes, 5.62%, due 10/16/00 A3 A 3,571 3,571 1,725 Lehman Brothers Holdings Inc., Medium-Term Notes, Ser. E, 6.65%, due 11/8/00 A3 A 1,733 1,733 2,000 NationsBank Corp., Senior Medium-Term Notes, Ser. E, 5.70%, due 2/9/01 Aa2 A+ 1,982 1,982 6,600 Capital One Bank, Bank Notes, 5.95%, due 2/15/01 Baa2 BBB- 6,512 6,512 4,430 Morgan Stanley, Dean Witter, & Co., Global Medium-Term Notes, Ser. C, 6.09%, due 3/9/01 Aa3 A+ 4,401 4,401 6,660 Household Finance Corp., Senior Medium-Term Notes, 6.06%, due 5/14/01 A2 A 6,585 6,585 1,500 Dime Bancorp, Inc., Notes, 7.00%, due 7/25/01 Ba1 BBB- 1,494 1,494 1,000 Bank United Corp., Medium-Term Notes, Ser. A, 8.00%, due 3/15/09 Ba2 BBB- 950 950 - --- --- TOTAL BANKS & FINANCIAL INSTITUTIONS (COST $45,950) 45,685 45,685 ------ ------ CORPORATE DEBT SECURITIES (32.6%) 4,800 Norfolk Southern Corp., Notes, 6.70%, due 5/1/00 Baa1 BBB+ 4,814 4,814 2,000 American General Finance Corp., Senior Notes, 6.125%, due 9/15/00 A2 A+ 2,002 2,002 2,510 Chesapeake Corp., Notes, 10.375%, due 10/1/00 Ba1 BBB 2,595 2,595 1,730 BHP Finance (USA) Ltd., Guaranteed Notes, 5.625%, due 11/1/00 A3 A- 1,711 1,711 2,577 Safeway Inc., Notes, 5.75%, due 11/15/00 Baa2 BBB 2,554 2,554 2,300 General Electric Capital Corp., Global Medium-Term Notes, Ser. A, 5.52%, due 1/15/01 Aaa AAA 2,280 2,280 77 3,325 AT&T Capital Corp., Notes, 6.875%, due 1/16/01 A1 BBB 3,333 3,333 2,320 Fort James Corp., Notes, 6.234%, due 3/15/01 Baa2 BBB 2,309 2,309 1,780 CMS Energy Corp., Senior Notes, 8.00%, due 7/1/01 Ba3 BB 1,775 1,775 3,300 Telecom Argentina Stet-France SA, Medium-Term Notes, 9.75%, due 7/12/01 B1 BBB- 3,292 3,292 2,290 Colonial Realty Limited Partnership, Senior Notes, 7.50%, due 7/15/01 Baa3 BBB- 2,253 2,253 1,220 USA Waste Services, Inc., Senior Notes, 6.125%, due 7/15/01 Ba1 BBB 1,164 1,164 1,325 Cox Communications, Inc., Notes, 7.00%, due 8/15/01 Baa2 BBB+ 1,326 1,326 3,300 Texas Utilities Co., Notes, 5.94%, due 10/15/01 Baa3 BBB 3,243 3,243 2,080 Tyco International Ltd., Notes, 6.50%, due 11/1/01 A3 A- 2,059 2,059 1,923 Marlin Water Trust, Senior Secured Notes, 7.09%, due 12/15/01 Baa2 BBB 1,896 1,896 2,965 ICI Wilmington Inc., Guaranteed Notes, 7.50%, due 1/15/02 Baa1 A- 2,992 2,992 2,835 Black & Decker Corp., Medium-Term Notes, Ser. A, 8.90%, due 1/21/02 Baa2 BBB 2,956 2,956 945 Century Communications Corp., Senior Notes, 9.75%, due 2/15/02 B1 BB- 958 958 900 Ford Motor Credit Co., Global Bonds, 6.50%, due 2/28/02 A1 A 896 896 900 Comdisco, Senior Notes, 7.25%, due 9/1/02 Baa1 BBB+ 894 894 3,195 Crown Cork & Seal Co., Inc., Notes, 7.125%, due 9/1/02 Baa2 BBB 3,171 3,171 2,280 Fort James Corp., Senior Notes, 6.50%, due 9/15/02 Baa2 BBB 2,247 2,247 2,460 Conseco Inc., Notes, 8.50%, due 10/15/02 Ba1 BBB+ 2,468 2,468 78 1,375 American Standard Inc., Senior Notes, 7.125%, due 2/15/03 Ba3 BB- 1,303 1,303 1,000 Safeway Inc., Medium-Term Notes, 8.57%, due 4/1/03 Baa2 BBB 1,038 1,038 3,360 Stewart Enterprises, Inc., Notes, 6.40%, due 5/1/03 Baa3 BBB 3,306 3,306 60 Core-Mark International, Inc., Senior Subordinated Notes, 11.375%, due 9/15/03 B3 B 58 58 2,555 Akzo Nobel Inc., Guaranteed Notes, 6.00%, due 11/15/03 A2 A 2,438 2,438 705 Loomis Fargo & Co., Senior Subordinated Notes, 10.00%, due 1/15/04 B3 B 689 689 1,740 PDVSA Finance Ltd., Notes, 8.75%, due 2/15/04 A3 1,701 1,701 660 EOP Operating Limited Partnership, Notes, 6.625%, due 2/15/05 Baa1 BBB+ 625 625 975 WestPoint Stevens Inc., Senior Notes, 7.875%, due 6/15/05 Ba3 BB 914 914 4,200 Heritage Media Corp., Senior Subordinated Notes, 8.75%, due 2/15/06 B1 BB+ 4,273 4,273 735 Calpine Corp., Senior Notes, 7.625%, due 4/15/06 Ba1 BB+ 689 689 325 Jones Apparel Group, Senior Notes, 7.875%, due 6/15/06 Baa2 BBB- 321 321 400 Printpack, Inc., Senior Subordinated Notes, Ser. B, 10.625%, due 8/15/06 Caa1 B 374 374 2,825 Time Warner Inc., Notes, 8.11%, due 8/15/06 Baa3 BBB 2,935 2,935 680 Newport News Shipbuilding Inc., Senior Subordinated Notes, 9.25%, due 12/1/06 B1 B+ 699 699 910 GFSI Inc., Senior Subordinated Notes, 9.625%, due 3/1/07 B3 B- 689 689 300 French Fragrances, Inc., Senior Notes, Ser. B, 10.375%, due 5/15/07 B2 B+ 269 269 1,685 Owens-Illinois, Inc., Senior Debentures, 8.10%, due 5/15/07 Ba1 BB+ 1,616 1,616 79 250 Safety Components International, Inc., Senior Subordinated Notes, 10.125%, due 7/15/07 B3 B- 163 163 880 HydroChem Industrial Services, Inc., Senior Subordinated Notes, Ser. B, 10.375%, due 8/1/07 Caa1 B- 767 767 2,000 Interpool, Inc., Notes, 7.20%, due 8/1/07 Ba1 BB+ 1,703 1,703 400 NBTY, Inc., Senior Subordinated Notes, Ser. B, 8.625%, due 9/15/07 B1 B+ 334 334 1,000 Thiokol Corp., Senior Notes, 6.625%, due 3/1/08 Baa3 BBB 921 921 160 APCOA, Inc., Senior Subordinated Notes, 9.25%, due 3/15/08 Caa1 B- 148 148 610 IMPAC Group, Inc., Senior Subordinated Notes, 10.125%, due 3/15/08 B3 B- 546 546 470 Trans-Resources, Inc., Senior Notes, Ser. B, 10.75%, due 3/15/08 B3 B- 422 422 300 Columbus McKinnon Corp., Senior Subordinated Notes, 8.50%, due 4/1/08 B2 B 272 272 160 Great Central Mines Ltd., Senior Notes, 8.875%, due 4/1/08 Ba2 BB 142 142 1,000 Global Crossing Holdings Ltd., Senior Notes, 9.625%, due 5/15/08 Ba2 BB 1,010 1,010 450 Home Products International, Inc., Senior Subordinated Notes, 9.625%, due 5/15/08 B3 B 399 399 205 KinderCare Learning Centers, Inc., Senior Subordinated Notes, Ser. B, 9.50%, due 2/15/09 B3 B- 193 193 1,500 Liberty Media Group, Notes, 7.875%, due 7/15/09 Baa3 BBB- 1,506 1,506 500 Garden State Newspapers, Inc., Senior Subordinated Notes, Ser. B, 8.625%, due 7/1/11 B1 B+ 450 450 --- --- 80 TOTAL CORPORATE DEBT SECURITIES (COST $90,976) 88,101 88,101 ------ ------ FOREIGN SECURITIES (5.8%) CAD 5,665 Canadian Government, 5.00%, due 12/1/00 Aaa AAA 3,823 3,823 SEK 41,100 Kingdom of Sweden, 13.00%, due 6/15/01 Aaa AAA 5,637 5,637 AUD 10,100 Asian Development Bank, 5.375%, due 9/15/03 Aaa AAA 6,140 6,140 ----- ----- TOTAL FOREIGN SECURITIES (COST $16,055) 15,600 15,600 ------ ------ TOTAL INVESTMENTS (101.5%) (COST $281,010) $ 274,289 $274,289 ========= ======== (a) The proposed reorganization contemplates the merger of the funds and the redemption in kind of the surviving fund's interest in the Limited Maturity Bond Portfolio. Because liabilities exceeded assets other than Investments at the Portfolio level, certain of the investments being transferred would have been liquidated.

81 Municipal Money Portfolio Pro Forma Combining Schedule of Investments October 31, 1999 (unaudited)

Value (000's omitted) As Reported Pro Forma -------- --------- Principal Amount (000's Funds- omitted) Municipal Adjustments (a) Municipal Money Fund Money Fund Investment in Portfolio $ 293,992 $ (293,992) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers Rating Moody's S&P TAX-EXEMPT SECURITIES -- PRE-REFUNDED BACKED BY U.S. GOVERNMENT SECURITIES (7.4%) $ 1,500Baltimore (MD) Wtr. Util. Rev. (Wtr. Proj.), Ser. 1990 A, 6.50%, due 7/1/20 P/R 7/1/00 $ 1,525 $ 1,525 1,000Clark Co. (NV) Sch. Dist. G.O., Ser. 1990, 7.50%, due 5/1/04 P/R 5/1/00 1,038 1,038 2,000Grapevine-Colleyville (TX) Independent Sch. Dist. G.O., Ser. 1989, 6.60%, due 8/15/02 P/R 8/15/00 2,046 2,046 3,000Maryland St. Hlth. & Higher Ed. Fac. Au. Rev. (Francis Scott Key Med. Ctr.), Ser. 1990, 6.75%, due 7/1/23 P/R 7/1/00 3,122 3,122 2,000Massachusetts Wtr. Res. Au. 82 Rev., Ser. 1990 A, 6.00%, due 4/1/20 P/R 4/1/00 2,019 2,019 2,000Mobile Co. (AL) G.O., Ser. 1991, 6.70%, due 2/1/11 P/R 2/1/00 2,057 2,057 1,000New Hampshire Cap. Imp. G.O., Ser. 1989, 6.50%, due 12/1/09 P/R 1/15/00 1,026 1,026 1,500Pennsylvania Higher Ed. Fac. Au. Rev., Ser. 1990 D, 7.15%, due 6/15/15 P/R 6/15/00 1,534 1,534 1,150Rhode Island & Providence Plantations Cons. Cap. Dev. Loan G.O., Ser. 1991 B, 6.00%, due 5/15/02 P/R 5/15/00 1,187 1,187 2,000South Carolina Cap. Imp. G.O., Ser. 1991 W, 5.75%, due 5/1/06 P/R 5/1/00 2,063 2,063 1,000Washington Co. (PA) Au. Muni. Fac. Lease Rev. (Shadyside Hosp. Proj.), Ser. 1985 C-1B, 7.38%, due 12/15/09 P/R 6/15/00 1,054 1,054 3,000Washington St. G.O., Ser. 1990 B, 6.80%, due 8/1/04 P/R 8/1/00 3,065 3,065 -------------- ------------ 21,736 21,736 -------------- ------------ TAX-EXEMPT SECURITIES -- ESCROWED IN U.S. GOVERNMENT SECURITIES (2.4%) 1,225Milwaukee (WI) Metro. Swr. Dist. G.O., Ser. 1990 A, 6.70%, due 10/1/00 1,257 1,257 1,200Milwaukee Co. (WI) Corp. Purp. G.O., Ser. 1993 A, 4.60%, due 12/1/99 1,201 1,201 1,000New York St. Pwr. Au. Gen. Purp. Rev., Ser. 1991 Z, 5.85%, due 1/1/00 1,005 1,005 2,625Pennsylvania Convention Ctr. Au. Rev., Ser. 1989 A, 6.60%, due 9/1/00 2,689 2,689 1,000Texas Muni. Pwr. Agcy. Ref. 83 Rev., Ser. 1992, 5.50%, due 9/1/00 1,013 1,013 -------------- ------------ 7,165 7,165 -------------- ------------ MUNICIPAL NOTES (2.2%) 1,000Louisiana Pub. Fac. Au. Advance Funding Notes, Ser. 1999 B, 4.25%, due 10/24/00 SP-1+ 1,004 1,004 2,500Racine Co. (WI) Unified Sch. Dist. TRANS, 3.60%, due 7/6/00 MIG 1 2,502 2,502 1,000Rockdale Co. (GA) Wtr. & Swr. Au. Cap. Outlay Notes, 3.75%, due 12/15/99 MIG 1 1,000 1,000 2,000Texas TRANS, Ser. 1999 A, 4.50%, due 8/31/00 VMIG 1 SP-1+ 2,013 2,013 -------------- ------------ 6,519 6,519 -------------- ------------ TAX-EXEMPT SECURITIES --BACKED BY LETTERS OF CREDIT (1.4%) MORGAN GUARANTY TRUST CO. 3,000Chicago (IL) G.O., Ser. 1998, 3.75%, due 1/31/00 Putable 12/1/99 VMIG 1 A-1+ 3,000 3,000 STATE STREET BANK AND TRUST COMPANY 1,000Rhode Island Std. Loan Au. Prog. Rev., Ser. 1996-1, 3.60%, due 6/1/26 Putable 6/1/00 A-1+ 1,000 1,000 -------------- ------------ 4,000 4,000 -------------- ------------ TAX-EXEMPT SECURITIES --BACKED BY INSURANCE (4.3%) AMERICAN MUNICIPAL BOND ASSURANCE CORP. 1,000Anchorage (AK) Sch. G.O., Ser. 1996 A, 5.50%, due 8/1/00 1,013 1,013 2,000Atlanta (GA) Sales Tax Rev. (Metro. Atlanta Rapid Transit Au.), Ser. 1993 A, 4.90%, due 7/1/00 A-1+ 2,021 2,021 1,250Franklin & Pickaway Cos. (OH) 84 South-Western City Sch. Dist. Sch. Bldg. Construction Unlimited Tax G.O., 3.00%, due 12/1/99 1,250 1,250 1,000Lower Colorado River (TX) Au. Priority Ref. Rev., Ser. 1991 A, 6.375%, due 1/1/00 A-1+ 1,005 1,005 3,330Missouri Cert. of Participation (Bonne Terre Prison Proj.), Ser. 1999 A, 4.25%, due 6/1/00 3,348 3,348 FINANCIAL GUARANTY INSURANCE CO. 1,000Clark Co. (NV) Sch. Dist. Sch. Imp. Ltd. Tax G.O., Ser. 1996, 6.50%, due 6/15/00 1,019 1,019 1,000Connecticut Spec. Assessment Unemployment Comp. Adv. Fund Rev., Ser. 1993 C, 3.38%, due 11/15/01 Putable 7/1/00 VMIG 1 A-1+ 1,000 1,000 MUNICIPAL BOND INVESTORS ASSURANCE CORP. 1,000New Mexico St. Univ. Ref. & Imp. Rev., Ser. 1998, 3.95%, due 4/1/00 1,002 1,002 1,000Portland (OR) Swr. Sys. Rev., Ser. 1998 A, 5.00%, due 6/1/00 1,008 1,008 -------------- ------------ 12,666 12,666 -------------- ------------ TAX-EXEMPT SECURITIES -- OTHER (8.3%) 1,000Albuquerque (NM) G.O., Ser. 1994 A, 4.70%, due 7/1/00 1,009 1,009 1,585Arlington (TX) Perm. Imp. G.O., Ser. 1999, 4.00%, due 8/15/00 1,591 1,591 1,125Commonwealth of Virginia G.O., Ser. 1999, 4.75%, due 6/1/00 1,131 1,131 1,000Cook Co. (IL) Metro. Wtr. Reclamation Dist. of Greater Chicago Ref. G.O., Ser. 1997, 4.15%, due 12/1/99 1,001 1,001 1,000Fort Worth (TX) Tarrant & 85 Denton Cos. Gen. Purp. Ref. G.O., Ser. 1996 A, 5.50%, due 3/1/00 1,008 1,008 1,000Fulton Co. (GA) Sch. Dist. G.O., Ser. 1991, 5.80%, due 5/1/00 1,012 1,012 1,500Georgia St. G.O., Ser. 1991 A, 7.70%, due 2/1/00 1,514 1,514 1,315Horry Co. (SC) Sch. Dist. G.O., Ser. 1999 B, 4.50%, due 3/1/00 1,319 1,319 1,200Kansas Dept. of Trans. Hwy. Rev., Ser. 1992, 5.90%, due 3/1/00 1,211 1,211 1,000Minnesota St. Var. Purp. Ref. G.O., 4.50%, due 6/1/00 1,005 1,005 3,000Minnesota Tax & Aid Anticipation Borrowing Prog. Cert. of Participation Tax Anticipation G.O., Ser. 1999 A, 3.00%, due 2/3/00 MIG 1 3,000 3,000 1,500Nashville & Davidson Co. (TN) Metro. Gov't. Multi-Purp. Imp. G.O., Ser. 1997 A, 5.125%, due 11/15/99 1,501 1,501 3,000Oklahoma Wtr. Res. Board Rev. (Std. Loan Prog.), Ser. 1999, 3.60%, due 9/1/32 Putable 3/1/2000 A-1+ 3,000 3,000 1,235South Carolina Cap. Imp. G.O., Ser. 1991 W, 6.00%, due 5/1/00 1,251 1,251 2,000Tempe (AZ) Excise Tax Rev., Ser. 1999 A, 3.75%, due 7/1/00 MIG 1 SP-1+ 2,003 2,003 1,995Virginia Beach (VA) Pub. Imp. G.O., Ser. 1991 A, 6.30%, due 3/1/00 2,011 2,011 -------------- ------------ 24,567 24,567 -------------- ------------ TAX-EXEMPT CASH EQUIVALENT SECURITIES (13.8%) 300Berkeley Co. (SC) Fac. Ind. Rev. (Amoco Chemical Co. Proj.), Ser. 1997, 3.60%, VRDN 86 due 4/1/27 VMIG 1 A-1+ 300 300 9,700Blytheville (AR) IDR (Nucor Corp. Proj.), Ser. 1998, 3.55%, VRDN due 6/1/28 P-1 A-1+ 9,700 9,700 1,500Carlton (WI) PCR (Wisconsin Pwr. & Lt. Co. Proj.), Ser. 1988, 3.55%, VRDN due 8/1/15 VMIG 1 1,500 1,500 5,300Commonwealth of Massachusetts Ref. G.O., Ser. 1998 A, 3.40%, VRDN due 9/1/16 VMIG 1 A-1+ 5,300 5,300 1,500Decatur (AL) IDB Solid Waste Disp. Rev. (Amoco Chemical Co. Proj.), Ser. 1995, 3.60%, VRDN due 5/1/25 VMIG 1 1,500 1,500 1,000Delaware Co. (PA) IDA Res. Rec. Fac. Ref. Rev. (Gen. Elec. Cap. Corp.), Ser. 1997 G, 3.40%, VRDN due 12/1/31 A-1+ 1,000 1,000 1,900Gulf Coast (TX) Waste Disp. Au. Env. Fac. Rev. (Bayer Corp. Proj.), Ser. 1997, 3.60%, VRDN due 5/1/27 P-1 A-1+ 1,900 1,900 1,900Harris Co. (TX) IDC Solid Waste Disp. Rev. (Exxon Proj.), Ser. 1997, 3.60%, VRDN due 4/1/32 VMIG 1 A-1+ 1,900 1,900 200Hurley (NM) PCR (Kennecott Sante Fe Corp. Proj.), 3.50%, VRDN due 12/1/15 P-1 A-1+ 200 200 850Lincoln Co. (WY) PCR (Exxon Proj.), Ser. 1987 A, 3.60%, VRDN due 7/1/17 P-1 A-1+ 850 850 1,000Madison Co. (IL) Env. Imp. Rev. (Shell Wood River Refining Co. Proj.), Ser. 1997 A, 3.60%, VRDN due 3/1/33 VMIG 1 A-1+ 1,000 1,000 2,000Nueces Co. (TX) Port of Corpus Christi Au. Solid Waste Disp. Ref. Rev. (Koch Refining Co., L.P. Proj.), Ser. 1996, 3.55%, VRDN due 5/1/26 VMIG 1 A-1+ 2,000 2,000 600Parish of St. Charles (LA) PCR 87 (Shell Oil Co. Norco Proj.), Ser. 1991, 3.60%, VRDN due 11/1/21 VMIG 1 A-1+ 600 600 1,900Parish of St. Charles (LA) PCR (Shell Oil Co. Norco Proj.), Ser. 1993, 3.60%, VRDN due 9/1/23 VMIG 1 A-1+ 1,900 1,900 100Parish of St. Charles (LA) Ref. PCR (Shell Oil Co. Proj.), Ser. 1992 B, 3.45%, VRDN due 10/1/22 VMIG 1 A-1+ 100 100 8,000Rhode Island & Providence Plantations G.O., 3.45%, VRDN due 6/1/18 VMIG 1 A-1+ 8,000 8,000 800San Antonio (TX) Higher Ed. Au. Inc. Ref. Rev. (Trinity Univ. Proj.), Ser. 1993, 3.50%, VRDN due 4/1/04 A-1+ 800 800 1,600Southwestern (IL) Dev. Au. Solid Waste Disp. Rev. (Shell Oil Co. Wood River Proj.), Ser. 1991, 3.60%, VRDN due 8/1/21 VMIG 1 A-1+ 1,600 1,600 100Southwestern (IL) Dev. Au. Solid Waste Disp. Rev. (Shell Oil Co. Wood River Proj.), Ser. 1992, 3.60%, VRDN due 4/1/22 VMIG 1 A-1+ 100 100 300Sublette Co. (WY) PCR (Exxon Proj.), Ser. 1984, 3.50%, VRDN due 11/1/14 P-1 A-1+ 300 300 150Uinta Co. (WY) PCR (Chevron U.S.A. Inc. Proj.), Ser. 1997, 3.50%, VRDN due 4/1/10 P-1 150 150 -------------- ------------ 40,700 40,700 -------------- - ------------ TAX-EXEMPT CASH EQUIVALENT SECURITIES -- BACKED BY LETTERS OF CREDIT (50.2%) ABN AMRO BANK NV 200Long Island (NY) Pwr. Au. Elec. Sys. Subordinated Rev., 88 Ser. 1998-6, 3.65%, VRDN due 5/1/33 VMIG 1 A-1+ 200 200 5,000Phenix City (AL) IDB Env. Imp. Rev. (Mead Coated Board Proj.), Ser. 1988, 3.50% & 3.65%, TECP due 11/15/99 & 2/10/00 P-1 5,000 5,000 5,000Southern Minnesota (MN) Muni. Pwr., Ser. 1995 B, 3.65%, TECP due 2/7/00 P-1 A-1+ 5,000 5,000 BANK OF AMERICA 1,200Calhoun Co. (TX) Navigation IDA Port Rev. (Formosa Plastics Corp., Texas Proj.), Ser. 1994, 3.60%, VRDN due 11/1/15 VMIG 1 1,200 1,200 2,400Florida Hsg. Fin. Corp. Rev. (The Club at Vero Arpt. Proj.), Ser. 1998 E, 3.40%, VRDN due 6/1/17 A-1+ 2,400 2,400 4,500Utah Intermountain Pwr. Agcy. Pwr. Supply Rev., 3.40% & 3.50%, TECP due 11/9/99 & 11/17/99 A-1 4,500 4,500 BANK OF MONTREAL 100Port of Portland (OR) Spec. Oblig. Rev. (Horizon Air Ind., Inc. Proj.), Ser. 1997, 3.70%, VRDN due 6/15/27 A-1+ 100 100 BANK OF NOVA SCOTIA 2,204Harris Co. (TX) Lien Rev., Ser. 1998 D, 3.40%, TECP due 11/3/99 P-1 A-1+ 2,204 2,204 BANK OF SCOTLAND 5,755Loudoun Co. (VA) IDA Residential Care Fac. Ref. Rev. (Falcons Landon Proj.), Ser. 1998, 3.50%, VRDN due 11/1/28 VMIG 1 5,755 5,755 BANK ONE 100Indiana Emp. Dev. Comm. Econ. Dev. Rev. (K & F Ind., Inc. Proj.), Ser. 1988, 3.65%, VRDN due 1/1/14 VMIG 1 100 100 BANQUE NATIONALE DE PARIS 2,500St. Clair Co. (AL) IDB Ind. 89 Rev. (Nat'l. Cement Co. Inc., Proj.), Ser. 1985, 3.50%, VRDN due 3/1/05 A-1 2,500 2,500 BARCLAYS BANK INT'L., LTD. 800Michigan St. Strategic Fund Ltd. Oblig. Rev., 3.50%, VRDN due 9/1/30 P-1 A-1+ 800 800 2,500Michigan St. Strategic Fund Solid Waste Disp. Rev. (Grayling Generating Proj.), Ser. 1990, 3.50%, VRDN due 1/1/14 VMIG 1 2,500 2,500 1,000Peninsula Ports (VA) Coal Term. Ref. Rev. (Dominion Term. Assoc. Proj.), 3.45%, TECP due 1/18/00 P-1 1,000 1,000 BAYERISCHE LANDESBANK GIROZENTRALE 7,200Denver (CO) City & Co. Arpt. Sys. Sub. Rev., 3.40%-3.55%, TECP due 11/10/99-2/9/00 VMIG 1 A-1+ 7,200 7,200 1,000Emmaus (PA) Gen. Au. Local Gov't. Rev., Ser. 1989 F-13, 3.55%, VRDN due 3/1/24 A-1+ 1,000 1,000 CANADIAN IMPERIAL BANK OF COMMERCE 3,500Lake Charles (LA) Harbor & Term. Dist. Rev. (Reynolds Metals Co. Proj.), Ser. 1990, 3.50%, VRDN due 5/1/06 A-1+ 3,500 3,500 3,900Louisa Co. (IA) Customized Purchase Ref. PCR (Iowa-Illinois Gas & Elec. Co. Proj.), Ser. 1987, 3.60%, VRDN due 3/1/17 A-1 3,900 3,900 CHASE MANHATTAN BANK, N.A. 2,000Brazoria Co. (TX) Hlth. Fac. Dev. Corp. Hosp. Rev. (Brazosport Mem. Hosp.), Ser. 1999, 3.55%, VRDN due 7/1/13 VMIG 1 2,000 2,000 1,935Douglas Co. (GA) Dev. Au. IDR (Whirlwind Steel Bldg., Inc. Proj.), Ser. 1997, 3.65%, VRDN due 12/1/12 VMIG 1 A-1 1,935 1,935 910Virginia Small Bus. Fin. Au. 90 IDR (Coral Graphic Svc., Inc. Proj.), Ser. 1998, 3.65%, VRDN due 1/1/13 VMIG 1 A-1 910 910 CITIBANK, N.A 1,100Austin Co. (TX) Ind. Dev. Corp. IDR (Justin Ind., Inc. Proj.), Ser. 1984, 3.50%, VRDN due 12/1/14 P-1 1,100 1,100 CREDIT COMMERCIAL DE FRANCE 200Elkhart Co. (IN) Econ. Dev. Rev. (Pace Amer. Inc. Proj.), 3.65%, VRDN due 1/1/13 VMIG 1 200 200 2,700South Carolina Jobs Econ. Dev. Au. Rev. (Florence RHF Hsg., Inc. Proj.), Ser. 1987 A, 3.60%, VRDN due 11/7/07 P-1 2,700 2,700 430South Carolina Jobs Econ. Dev. Au. Rev. (Osmose Wood Preserving), Ser. 1989 B, 3.70%, VRDN due 12/1/04 P-1 430 430 100South Carolina Jobs Econ. Dev. Au. Rev. (Su-Dan Co. & Delta Prop.), Ser. 1989 A, 3.80%, VRDN due 1/1/04 VMIG 1 100 100 CREDIT LOCAL DE FRANCE 2,320Elmhurst (IL) Rev. (Joint Comm. Accreditation), Ser. 1988, 3.50%, VRDN due 7/1/18 VMIG 1 A-1+ 2,320 2,320 CREDIT SUISSE 1,300Chattanooga (TN) Ind. Dev. Board IDR (Market Street Ltd. Proj.), 3.50%, VRDN due 12/15/12 A-1+ 1,300 1,300 3,000Emery Co. (UT) Ref. PCR (PacifiCorp Proj.), Ser. 1991, 3.45%, VRDN due 7/1/15 VMIG 1 A-1+ 3,000 3,000 200Montgomery Co. (TX) Ind. Dev. Corp. IDR (Dal-Tile Corp. Proj.), Ser. 1986 B, 3.70%, VRDN due 12/1/03 A-1+ 200 200 1,000Texas Capital Hlth. Fac. Dev. Corp. (Island on Lake Travis 91 Ltd. Proj.), Ser. 1986, 3.55%, VRDN due 12/1/16 A-1+ 1,000 1,000 DEUTSCHE BANK AG 400Florence Co. (SC) Solid Waste Disp. & Wastewater Treatment Fac. Rev. (Roche Carolina Inc. Proj.), Ser. 1998, 3.60%, VRDN due 4/1/28 A-1+ 400 400 900Hapeville (GA) Dev. Au. IDR (Hapeville Hotel Ltd. Partnership Proj.), Ser. 1985, 3.55%, VRDN due 11/1/15 P-1 900 900 400Louisiana Pub. Fac. Au. IDR (Kenner Hotel L.P. Proj.), Ser. 1985, 3.55%, VRDN due 12/1/15 P-1 400 400 FIRST OF AMERICA BANK 845Michigan St. Hosp. Fin. Au. Rev. Hosp. Equip. Loan Prog. Rev., Ser. A, 3.52%, VRDN due 12/1/23 VMIG 1 845 845 FIRST NATIONAL BANK OF CHICAGO 1,400Indiana Hlth. Fac. Fin. Au. Hosp. Rev. (Deaconess Hosp., Inc.), Ser. 1992, 3.50%, VRDN due 1/1/22 VMIG 1 1,400 1,400 2,600Maryland St. Hlth. & Higher Ed. Fac. Au. Rev. (Pooled Loan Prog.), Ser. 1985 B, 3.45%, VRDN due 4/1/35 VMIG 1 2,600 2,600 100Massachusetts Hlth. & Ed. Fac. Au. Rev. (Cap. Asset Prog.), Ser. 1985 E, 3.50%, VRDN due 1/1/35 VMIG 1 100 100 4,000Stevenson (AL) IDB Env. Imp. Rev. (Mead Corp. Proj.), Ser. 1998 B, 3.60%, VRDN due 4/1/33 A-1+ 4,000 4,000 FIRST UNION NATIONAL BANK 300Jackson-Union Cos. (IL) Reg. Port Dist. Port Fac. Ref. Rev. (Enron Trans. Svc., L.P. Proj.), Ser. 1994, 3.52%, 92 VRDN due 4/1/24 A-1 300 300 1,000Monroe Co. (NY) IDA Rev. (Collegiate Hsg. Foundation, Inc. Fac. at Rochester Institute of Technology), Ser. 1998 A, 3.45%, VRDN due 10/1/28 VMIG 1 1,000 1,000 1,200Wake Co. (NC) Ind. Fac. & Poll. Ctrl. Fin. Au. PCR (Carolina Pwr. & Lt. Co. Proj.), Ser. 1987, 3.65%, VRDN due 3/1/17 VMIG 1 1,200 1,200 2,000Washington Co. (PA) Au. Lease Rev. (Higher Ed. Pooled Equip. Leasing Prog.), Ser. 1985 A, 3.60%, VRDN due 11/1/05 VMIG 1 2,000 2,000 GENERAL ELECTRIC CAPITAL CORP. 790New Hampshire Hsg. Fin. Au. Multi-Family Hsg. Rev. (Countryside L.P. Proj.), Ser. 1994, 3.65%, VRDN due 7/1/24 VMIG 1 790 790 HARRIS TRUST AND SAVINGS BANK 600Illinois Dev. Fin. Au. IDR (Grayhill, Inc. Proj.), Ser. 1995 C, 3.60%, VRDN due 2/1/05 A-1+ 600 600 400Illinois Dev. Fin. Au. IDR (Overton Gear & Tool Corp. Proj.), Ser. 1994, 3.60%, VRDN due 10/1/08 A-1+ 400 400 LANDESBANK HESSEN-THUERINGEN GIROZENTRALE 900Southwest (TX) Higher Ed. Au. Inc. Ref. Rev. (Southern Methodist Univ. Proj.), Ser. 1985, 3.55%, VRDN due 7/1/15 VMIG 1 900 900 MORGAN GUARANTY TRUST CO. 100Grapevine (TX) IDC Rev. (American Airlines, Inc. Proj.), Ser. 1984 B3, 3.65%, VRDN due 12/1/24 P-1 100 100 340Harris Co. (TX) Hlth. Fac. Dev. Corp. Rev. (St. Lukes 93 Episcopal Hosp.), Ser. 1997 B, 3.65%, VRDN due 6/15/27 A-1+ 340 340 1,500Jacksonville (FL) Elec. Au. Rev., 3.50%, TECP due 11/4/99 P-1 A-1+ 1,500 1,500 2,800Maricopa Co. (AZ) Poll. Ctrl. Corp. PCR (Arizona Pub. Svc. Co. Palo Verde Proj.), Ser. 1994 B, 3.50%, VRDN due 5/1/29 P-1 A-1+ 2,800 2,800 200New York St. Energy Research & Dev. Au. PCR (NYS Elec. & Gas), Ser. 1994 C, 3.60%, VRDN due 6/1/29 VMIG 1 A-1+ 200 200 300New York St. Job Dev. Au. Spec. Purp. Rev., Ser. 1988, 3.60%, VRDN due 3/1/03 VMIG 1 A-1+ 300 300 1,000North Carolina Catawba Elec. Muni. Pwr. Agcy. Rev., 3.65%, TECP due 11/30/99 P-1 A-1+ 1,000 1,000 500Princeton (IN) Ref. PCR (PSI Energy Inc., Proj.), Ser. 1997, 3.55%, VRDN due 4/1/22 VMIG 1 A-1+ 500 500 3,000Utah Intermountain Pwr. Agcy. Pwr. Supply Rev., 3.50%, TECP due 11/3/99 A-1 3,000 3,000 NATIONAL WESTMINSTER BANK PLC 300Marion Co. (WV) Comm. Solid Waste Disp. Fac. Rev. (Grant Town Cogeneration Proj.), Ser. 1990 A, 3.55%, VRDN due 10/1/17 VMIG 1 A-1+ 300 300 300Marion Co. (WV) Comm. Solid Waste Disp. Fac. Rev. (Grant Town Cogeneration Proj.), Ser. 1990 D, 3.55%, VRDN due 10/1/17 VMIG 1 A-1+ 300 300 3,800Venango (PA) IDA Res. Rec. Rev. (Scrubgrass Proj.), Ser. 1990 B, 3.70%, TECP due 3/13/00 A-1+ 3,800 3,800 NATIONSBANK N.A. 600Des Moines (IA) Arpt. Rev., 4.05%, TECP due 3/14/00 P-1 600 600 94 NORTHERN TRUST CO. 1,165Illinois Hlth. Fac. (Rush Presbyterian St. Lukes) Rev., Ser. 1996 B, 3.55%, TECP due 11/15/99 VMIG 1 A-1+ 1,165 1,165 NORWEST BANK 800New Ulm (MN) Hosp. Ref. Rev. (Hlth. Central Sys. Proj.), Ser. 1985, 3.45%, VRDN due 8/1/14 A-1+ 800 800 PNC BANK N.A. 1,000Rockport (IN) Rev. (AK Steel Corp. Proj.), Ser. 1997 A, 3.55%, VRDN due 12/1/27 P-1 A-1 1,000 1,000 RABOBANK NEDERLAND 1,500Henderson Co. (KY) Solid Waste Disp. Rev. (Hudson Foods, Inc. Proj.), Ser. 1995, 3.60%, VRDN due 3/1/15 VMIG 1 1,500 1,500 SLM HOLDING CORP. 300Nebhelp Inc. (NE) Std. Loan Prog. Rev., Ser. 1986 A, 3.55%, VRDN due 12/1/16 A-1+ 300 300 2,200Panhandle-Plains (TX) Higher Ed. Au. Inc. Std. Loan Rev., Ser. 1991 A, 3.55%, VRDN due 6/1/21 VMIG 1 2,200 2,200 1,600Panhandle-Plains (TX) Higher Ed. Au. Inc. Std. Loan Rev., Ser. 1995 A, 3.55%, VRDN due 6/1/25 VMIG 1 1,600 1,600 SOCIETE GENERALE 1,500Athens-Clarke Co. (GA) Ind. Dev. Au. IDR (Rhone Merieux, Inc. Proj.), Ser. 1988, 3.70%, TECP due 2/17/00 VMIG 1 1,500 1,500 1,900Chicago (IL) O'Hare Int'l. Arpt. Spec. Fac. Rev. (Compagnie Nationale Air France Proj.), Ser. 1990, 3.60%, VRDN due 5/1/18 A-1+ 1,900 1,900 200Los Angeles (CA) Reg. Arpt. Imp. Corp. Term. Fac. Completion Rev. (Los Angeles 95 Int'l. Arpt.), Ser. 1989, 3.70%, VRDN due 12/1/25 A-1+ 200 200 STATE STREET BANK AND TRUST COMPANY 2,000Rhode Island Std. Loan Au. Prog. Rev., Ser. 1996-3, 3.60%, VRDN due 6/1/26 A-1+ 2,000 2,000 SUNTRUST BANK 1,600Clark Co. (AR) Solid Waste Disp. Rev. (Reynolds Metals Co. Proj.), Ser. 1992, 3.60%, VRDN due 8/1/22 P-1 A-1+ 1,600 1,600 4,700Mayfield (KY) IDR (Seaboard Farms of Kentucky, Inc. Proj.), Ser. 1989, 3.60%, VRDN due 8/1/19 P-1 4,700 4,700 TORONTO DOMINION BANK 2,500Indiana Muni. Pwr. Agcy. Pwr. Supply Sys. Ref. Rev., Ser. 1998 A, 3.50%, VRDN due 1/1/18 VMIG 1 A-1+ 2,500 2,500 100New York St. Energy Research & Dev. Au. PCR (Niagra Mohawk Pwr. Co. Proj.), Ser. 1986 A, 3.60%, VRDN due 12/1/26 P-1 100 100 1,860Phenix City (AL) IDB Env. Imp. Rev. (Mead Coated Board Proj.), Ser. 1993 A, 3.70%, VRDN due 6/1/28 A-1+ 1,860 1,860 3,500Stevenson (AL) IDB Env. Imp. Rev. (Mead Corp. Proj.), Ser. 1997, 3.60%, VRDN due 6/1/32 A-1+ 3,500 3,500 120Wisconsin Hlth. Fac. Au. Rev. (Franciscan Hlth. Care, Inc.-Sys. Fin.), Ser. 1985 A-2, 3.50%, VRDN due 1/1/16 VMIG 1 A-1+ 120 120 UNION BANK OF SWITZERLAND 1,000Alaska Ind. Dev. & Export Au. Fac. Rev. (Fairbanks Gold Mining, Inc. Proj.), Ser. 1997, 3.60%, VRDN due 5/1/09 VMIG 1 A-1+ 1,000 1,000 8,489Dallas (TX) Wtr. & Swr. Rev., 3.30%-3.50%, TECP 96 due 12/6/99-12/15/99 P-1 A-1+ 8,489 8,489 1,050Pennsylvania Energy Dev. Au. Rev. (B & W Ebensburg Proj.), Ser. 1986, 3.55%, VRDN due 12/1/11 VMIG 1 1,050 1,050 1,200West Virginia Pub. Energy Au. Rev. (Morgantown Energy Assoc. Proj.), Ser. 1989 A, 3.40%, TECP due 11/10/99 P-1 A-1+ 1,200 1,200 WACHOVIA BANK & TRUST CO. 1,000Crossett (AR) PCR (Georgia-Pacific Corp. Proj.), Ser. 1984, 3.45%, VRDN due 10/1/07 P-1 1,000 1,000 300Los Angeles (CA) Reg. Arpt. Imp. Corp. Lease Rev. (American Airlines-Los Angeles Int'l. Arpt.), Ser. 1984 D, 3.65%, VRDN due 12/1/24 P-1 300 300 500Morgan Co. (UT) Solid Waste Disp. Rev. (Holnam Inc. Proj.), Ser. 1996, 3.60%, VRDN due 8/1/31 VMIG 1 A-1+ 500 500 300North Carolina Ed. Fac. Fin. Agcy. Updates Rev. (Bowman Gray Sch. of Medicine Proj.), Ser. 1996, 3.50%, VRDN due 9/1/26 VMIG 1 300 300 WESTDEUTSCHE LANDESBANK GIROZENTRALE 1,855Clark Co. (NV) Arpt. Sys. Sub. Lien Rev., Ser. 1995 A-1, 3.45%, VRDN due 7/1/25 VMIG 1 A-1+ 1,855 1,855 3,000Dallas (TX) Area Rapid Trans., Ser. 1995 A, 3.55%, TECP due 11/8/99 P-1 A-1+ 3,000 3,000 600Indianapolis (IN) Adjustable Tender Res. Rec. Rev. (Ogden Martin Sys. of Indianapolis, Inc. Proj.), Ser. 1987, 3.60%, VRDN due 12/1/16 A-1+ 600 600 1,000Port of Corpus Christi (TX) Util. Sys. Rev., Ser. 1998 A, 3.80%, TECP due 2/8/00 P-1 1,000 1,000 -------------- ------------ 97 147,468 147,468 -------------- ------------ TAX-EXEMPT CASH EQUIVALENT SECURITIES -- BACKED BY INSURANCE (7.5%) AMERICAN MUNICIPAL BOND ASSURANCE CORP. 1,500Coastal Bend (TX) Hlth. Fac. Dev. Corp. Rev. (Incarnate Word Hlth. Sys.), Ser. 1998 B, 3.55%, VRDN due 8/15/28 VMIG 1 1,500 1,500 1,400Illinois Hlth. Fac. Au. Rev. (Swedish Covenant Hosp. Proj.), Ser. 1995, 3.55%, VRDN due 11/15/99 VMIG 1 A-1+ 1,400 1,400 2,600Indiana Secondary Mkt. for Ed. Loans Inc. Rev., Ser. 1988 B, 3.55%, VRDN due 12/1/13 VMIG 1 A-1+ 2,600 2,600 200Rockport (IN) Ref. PCR (AEP Generating Co. Proj.), Ser. 1995 B, 3.50%, VRDN due 7/1/25 A-1+ 200 200 100Sabine (TX) River Au. Collateralized PCR (Texas Util. Elec. Co. Proj.), Ser. 1996 B, 3.65%, VRDN due 3/1/26 VMIG 1 A-1+ 100 100 400Sayre (PA) Hlth. Care Fac. Au. Hosp. Rev. (VHA of PA, Inc. Cap. Asset Fin. Prog.), Ser. 1985 A, 3.50%, VRDN due 12/1/20 A-1+ 400 400 500Trinity (TX) River Au. Collateralized PCR (Texas Util. Elec. Co. Proj.), Ser. 1996 A, 3.60%, VRDN due 3/1/26 VMIG 1 A-1+ 500 500 1,100Utah State Board of Regents Std. Loan Rev., Ser. 1988 B, 3.45%, VRDN due 11/1/00 VMIG 1 A-1+ 1,100 1,100 FINANCIAL GUARANTY INSURANCE CO. 3,300Arizona Hlth. Fac. Au. Rev. (Pooled Loan Prog.), Ser. 1985, 3.55%, VRDN due 10/1/15 VMIG 1 A-1 3,300 3,300 98 300New York City (NY) Muni. Wtr. Fin. Au. Wtr. & Swr. Sys. Rev., Ser. 1994 C, 3.55%, VRDN due 6/15/23 VMIG 1 A-1+ 300 300 MUNICIPAL BOND INVESTORS ASSURANCE CORP. 1,745Charlotte (NC) Arpt. Ref. Rev., Ser. 1997 A, 3.55%, VRDN due 7/1/17 VMIG 1 A-1+ 1,745 1,745 900Kentucky Higher Ed. Std. Loan Corp. Rev., Ser. 1996 A, 3.50%, VRDN due 6/1/26 VMIG 1 A-1+ 900 900 5,500Missouri-Illinois Metro. Dist. Bi-State Dev. Agcy. Rev. (St. Clair Co. Metrolink Extension), Ser. 1998 B, 3.45%, VRDN due 7/1/28 VMIG 1 A-1+ 5,500 5,500 390Polk Co. (IA) Hosp. Equip. & Imp. Rev., Ser. 1985, 3.55%, VRDN due 12/1/05 VMIG 1 A-1 390 390 2,000South Texas Higher Ed. Au. Inc. Std. Loan Rev., Ser. 1998, 3.55%, VRDN due 12/1/03 VMIG 1 2,000 2,000 -------------- ------------ 21,935 21,935 -------------- ------------ TOTAL INVESTMENTS (97.5%) $ 286,756 $ 286,756 ============== ============

(a) The proposed reorganization contemplates the redemption in kind of the Municipal Money Fund's interest in the Municipal Money Portfolio. 99

MUNICIPAL SECURITIES PORTFOLIO PRO FORMA COMBINING SCHEDULE OF INVESTMENTS OCTOBER 31, 1999 (UNAUDITED) MARKET VALUE (000'S OMITTED) AS REPORTED PRO FORMA ----------- INCOME FUNDS- MUNICIPAL MUNICIPAL PRINCIPAL AMOUNT SECURITIES SECURITIES (000'S OMITTED) TRUST ADJUSTMENTS(A) TRUST ---------------- Investment in Portfolio $ 34,987 $ (34,987) $ 0 Investment in unaffiliated issuers and non-controlled affiliated issuers RATING MOODY'S S&P TAX-EXEMPT SECURITIES -- PRE-REFUNDED BACKED BY U.S. GOVERNMENT SECURITIES (3.0%) $ 1,000 Clark Co. (NV) Sch. Dist. Imp. G.O., Ser. 1995 A, 5.60%, due 6/15/08 P/R 6/15/05 Aaa AAA $ 1,048 $ 1,048 --------- ------- TAX-EXEMPT SECURITIES --BACKED BY INSURANCE (38.3%) AMERICAN MUNICIPAL BOND ASSURANCE CORP. 1,000 Atlanta (GA) Arpt. Fac. Ref. Rev., Ser. 1996, 6.50%, due 1/1/06 Aaa AAA 1,082 1,082 500 New York City (NY) Muni. Assist. Corp. Rev., Ser. D, 5.25%, due 7/1/02 Aaa AAA 510 510 1,000 Pittsburgh (PA) G.O., Ser. 1997 A, 5.00%, due 9/1/06 Aaa AAA 1,003 1,003 100 FINANCIAL GUARANTY INSURANCE CO. 1,000 Chicago (IL) Equip. G.O., Ser. 1998, 5.00%, due 1/1/07 Aaa AAA 993 993 1,000 Dade Co. (FL) Wtr. & Swr. Sys. Rev., Ser. 1995, 6.25%, due 10/1/06 Aaa AAA 1,083 1,083 1,000 Tampa Bay (FL) Wtr. Util. Sys. Rev., Ser. 1998 B, 5.125%, due 10/1/09 Aaa AAA 1,004 1,004 FINANCIAL SECURITY ASSURANCE INC. 1,000 Illinois Dev. Fin. Au. Cap. Appreciation Cons. Sch. Dist. #304 Rev., Zero Coupon, Yielding 4.80%, due 1/1/09 Aaa 609 609 1,000 Maine Muni. Bond Bank Ref. Rev., Ser. 1998 A, 5.00%, due 11/1/05 Aaa AAA 1,010 1,010 MUNICIPAL BOND INVESTORS ASSURANCE CORP. 1,000 Commonwealth of Pennsylvania G.O. (Ref. & Proj.), 2nd Ser. 1994, 5.20%, due 6/15/04 Aaa AAA 1,021 1,021 1,000 Connecticut Spec. Tax Oblig. Ref. Rev. (Trans. Infrastructure Purp.), Ser. 1993 A, 5.40%, due 9/1/09 Aaa AAA 1,013 1,013 1,000 Foothill/Eastern (CA) Trans. Corridor Agcy. Toll Road Ref. Rev., Ser. 1999, 5.25%, due 1/15/12 Aaa AAA 987 987 1,000 Harris Co. (TX) Hlth. Fac. Dev. Corp. Hosp. Rev. (Mem. Hosp. Sys. Proj.), Ser. A, 5.00%, due 6/1/06 Aaa AAA 993 993 1,000 Mississippi Dev. Bank Spec. Oblig. Rev. (Muni. Gas Au. Proj.), Ser. 1998, 5.00%, due 1/1/08 Aaa AAA 988 988 1,000 Puerto Rico Elec. Pwr. Au. Ref. Rev., Ser. W, 6.50%, due 7/1/05 Aaa AAA 1,092 1,092 --------- ------- 13,388 13,388 --------- ------- 101 TAX-EXEMPT SECURITIES -- OTHER (55.6%) 1,000 Board of Regents of the Texas A&M Univ. Sys. Perm. Univ. Fund Rev., Ser. 1998, 5.00%, due 7/1/08 Aaa AAA 994 994 500 Brownwood (TX) Independent Sch. Dist. Unlimited Tax Sch. Bldg. & Ref. G.O. (Brown Co., Texas), Ser. 1994, Zero Coupon, Yielding 5.90%, due 2/15/02 Aaa 449 449 560 Brownwood (TX) Independent Sch. Dist. Unlimited Tax Sch. Bldg. & Ref. G.O. (Brown Co., Texas), Ser. 1994, Zero Coupon, Yielding 6.10%, due 2/15/04 Aaa 453 453 1,000 Columbus (OH) Var. Purp. Ltd. Tax G.O., Ser. 1998-1, 5.00%, due 6/15/08 Aaa AAA 998 998 1,000 Commonwealth of Massachusetts Ref. G.O., Ser. 1995 A, 6.25%, due 7/1/04 Aa3 AA- 1,066 1,066 1,000 Florida St. Board of Ed. Cap. Outlay Ref. G.O., Ser. B, 5.25%, due 6/1/09 Aa2 AA+ 1,010 1,010 1,000 Georgia G.O., Ser. 1995 C, 7.25%, due 7/1/04 Aaa AAA 1,108 1,108 1,000 Lake Co. (IL) Forest Preserve Dist. Ref. G.O., Ser. 1997, 5.50%, due 2/1/09 Aa1 AA+ 1,022 1,022 1,500 Lubbock (TX) Hlth. Fac. Dev. Corp. Rev. (St. Joseph Hlth. Sys.), Ser. 1998, 5.00%, due 7/1/08 Aa3 AA 1,479 1,479 1,500 Maryland Comm. Dev. Admin. Dept. of Hsg. & Comm. Dev. Rev. (Single Family Prog.), 3rd Ser. 1993, 5.15%, due 4/1/08 Aa2 1,488 1,488 1,000 Maryland Wtr. Quality Fin. Admin. Ref. Rev. (Revolving Loan Fund), Ser. 1995 A, 5.50%, due 9/1/11 Aa2 AA 1,009 1,009 102 1,000 Mecklenburg Co. (NC) Pub. Imp. G.O., Ser. 1994, 5.50%, due 4/1/12 Aaa AAA 1,005 1,005 135 Mississippi Higher Ed. Assist. Corp. Std. Loan Sub. Rev., Ser. 1993 C, 6.05%, due 9/1/07 A 136 136 1,000 Nevada Ref. Ltd. Tax G.O., Ser. 1997 A-2, 6.00%, due 5/15/06 Aa2 AA 1,057 1,057 500 New Jersey Bldg. Au. St. Bldg. Rev., Ser. 1994, 5.00%, due 6/15/11 Aa2 AA- 484 484 750 New York City (NY) IDA Spec. Fac. Rev. (Term. One Group Assoc., L.P. Proj.), Ser. 1994, 6.00%, due 1/1/15 A3 A 748 748 1,000 New York St. Env. Fac. Corp. Rev., Ser. 1999 B, 5.00%, due 10/15/09 Aaa AAA 985 985 1,000 North Carolina Cap. Imp. G.O., Ser. 1994 A, 4.70%, due 2/1/06 Aaa AAA 995 995 1,000 Omaha (NE) Pub. Pwr. Dist. Elec. Sys. Rev., Ser. 1993 E, 4.60%, due 2/1/06 Aa2 AA 980 980 1,000 San Antonio (TX) Elec. & Gas Sys. Ref. Rev., Ser. 1998 A, 5.00%, due 2/1/05 Aa1 AA 1,007 1,007 1,000 Texas Pub. Fin. Au. Ref. G.O., Ser. 1998 B, 5.13%, due 10/1/09 Aa1 AA 997 997 --------- ------- 19,470 19,470 --------- ------- TAX-EXEMPT CASH EQUIVALENT SECURITIES (0.6%) 100 Gulf Coast (TX) IDA Marine Term. Rev. (Amoco Oil Co. Proj.), Ser. 1993, 3.60%, VRDN due 4/1/28 VMIG 1 A-1+ 100 100 100 Lower Neches Valley (TX) Auth. Ind. Dev. Corp. Rev. (Mobil Oil Corp. Proj.), Ser. 1999, 3.60%, VRDN due 4/1/29 P-1 A-1+ 100 100 --------- ------- 200 200 --------- ------- 103 TAX-EXEMPT CASH EQUIVALENT SECURITIES -- BACKED BY LETTERS OF CREDIT (1.1%) SOCIETE GENERALE 400 Los Angeles (CA) Reg. Arpt. Imp. Corp. Term. Fac. Completion Rev. (Los Angeles Int'l. Arpt.), Ser. 1989, 3.70%, VRDN due 12/1/25 A-1+ 400 400 --------- ------- TOTAL INVESTMENTS (98.6%) (COST $35,084) $ 34,506 $34,506 ========= =======

(a) The proposed reorganization contemplates the redemption in kind of the Municipal Securities Trust's interest in the Municipal Securities Portfolio. 104 Most of the following Pro Forma combining financial information is as of August 31, 1999 and the fiscal period then ended. Except for Technology Fund, those funds that began operations after August 31, 1999 are shown as of February 29, 2000 and the fiscal period then ended. Because Technology started operations after February 29, 2000 its information is as of June 30, 2000 and the fiscal period then ended. GENESIS PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AUGUST 31 ,1999

Pro Forma AS REPORTED (UNAUDITED) ------------------------------------ ----------- EQUITY EQUITY GENESIS EQUITY FUNDS EQUITY TRUST ASSETS SERIES SUBTOTAL ADJUSTMENTS FUND ASSETS Investment in corresponding Portfolio $ 848,098 $ 597,219 $ 81,781 $ 224,006 $1,751,104 $(1,751,104)(a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - - - 1,778,932 (a) $ 1,778,932 Assets net of liabilities at Portfolio - - - - - 14,697 (a) 14,697 Deferred organization costs - - 31 - 31 (31) (b) - Receivable for Trust shares sold 5,080 1,963 156 725 7,924 - 7,924 Receivable from administrator - - - 14 14 31 (b) 45 ------------ ---------- --------- --------- ---------- ----------- ----------- Subtotal $ 853,178 $ 599,182 $ 81,968 $ 224,745 $1,759,073 $ 42,525 $ 1,801,598 ------------ ---------- --------- --------- ---------- ----------- ----------- LIABILITIES Payable for collateral on securities loaned - - - - - 42,525 (a) 42,525 Payable for Fund expenses - - - - - - - Payable for Trust shares redeemed 1,423 7,627 86 493 9,629 - 9,629 Payable to Administrator 194 209 25 - 428 - 428 Accrued expenses 306 237 52 28 623 - 623 ------------ ---------- --------- --------- ---------- ----------- ----------- Subtotal 1,923 8,073 163 521 10,680 42,525 53,205 ------------ ---------- --------- --------- ---------- ----------- ----------- NET ASSETS - AT VALUE $ 851,255 $ 591,109 $ 81,805 $ 224,224 $1,748,393 $ - $ 1,748,393 ============ ========== ========= ========= ========== =========== =========== NET ASSETS CONSIST OF Par value $ 59 $ 29 $ 6 $ 11 $ 105 $ - $ 105 Paid-in capital 803,757 591,902 80,941 232,531 1,709,131 - 1,709,131 Accumulated undistributed net investment income (loss) 3,735 2,832 19 190 6,776 - 6,776 Accumulated realized gain/loss (58,958) (48,174) (1,608) 199 (108,541) - (108,541) Unrealized gain/loss 102,662 44,520 2,447 (8,707) 140,922 - 140,922 ------------ ---------- --------- --------- ---------- ----------- ----------- NET ASSETS - AT VALUE $ 851,255 $ 591,109 $ 81,805 $ 224,224 $1,748,393 $ - $ 1,748,393 ============ ========== ========= ========= ========== =========== =========== Shares 59,152 29,177 6,473 11,058 NAV $ 14.39 $ 20.26 $ 12.64 $ 20.28 Shares - Fund Class 59,152 NAV - Fund Class $ 14.39 $ 851,255 =========== Shares - Trust Class 29,177 NAV - Trust Class $ 20.26 $ 591,109 =========== Shares - Asset Class 6,473 NAV - Asset Class $ 12.64 $ 81,805 =========== Shares - Series Class 11,058 NAV - Series Class $ 20.28 $ 224,224 =========== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at August 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 105 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED AUGUST 31, 1999 Pro Forma (unaudited) ----------- EQUITY EQUITY EQUITY FUNDS EQUITY TRUST ASSETS SERIES SUBTOTAL ADJUSTMENTS GENESIS FUND INVESTMENT INCOME Investment income from Portfolio $ 17,965 $ 13,052 $ 956 $ 527 $ 32,500 $ (32,500) (c) $ - Dividend income - unaffiliated issuers - - - - - 25,981 (c) 25,981 Dividend income- non-controlled affiliated issuers - - - - - 1,078 1,078 Interest income - - - - - 5,441 5,441 Foreign Taxes withheld - - - - - - (c) - ------------ ---------- --------- --------- ---------- ----------- ----------- Total Income 17,965 13,052 956 527 32,500 - 32,500 ------------ ---------- --------- --------- ---------- ----------- ----------- EXPENSES Administration fee 2,634 2,948 230 59 5,871 - 5,871 Investment management fee - - - - - 13,245 (d) 13,245 Accounting fees - - - - - 10 (d) 10 Amortization of deferred organization costs - - 12 - 12 - 12 Audit 8 5 5 4 22 46 (d) 68 Custodian 10 10 10 2 32 342 (d) 374 Insurance expense - - - - - 26 (d) 26 Distribution fees - - 141 - 141 - 141 Legal 12 17 11 36 76 27 (d) 103 Registration & filing fees 188 184 41 37 450 - 450 Shareholder reports 250 356 36 19 661 - 661 Transfer agent 1,147 26 17 3 1,193 - 1,193 Trustees 14 11 1 1 27 25 (d) 52 Miscellaneous 26 8 2 - 36 45 (d) 81 Portfolio expenses 7,546 5,495 430 295 13,766 (13,766)(d) - ------------ ---------- --------- --------- ---------- ----------- ----------- Gross 11,835 9,060 936 456 22,287 - 22,287 Reductions (3) (2) (73) (119) (197) - (197) ------------ ---------- --------- --------- ---------- ----------- ----------- Net 11,832 9,058 863 337 22,090 - 22,090 NET INVESTMENT INCOME (LOSS) 6,133 3,994 93 190 10,410 - 10,410 ------------ ---------- --------- --------- ---------- ----------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities (58,582) (50,517) (1,746) 454 (110,391) 110,391 (e) - Change in net unrealized appreciation/ depreciation on investments 235,324 178,420 8,646 (8,707) 413,683 (413,683)(e) - ------------ ---------- --------- --------- ---------- ----------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities (110,391)(e) (110,391) Change in net unrealized appreciation/ depreciation on investments 413,683 (e) 413,683 Net gain (loss) on investments 176,742 127,903 6,900 (8,253) 303,292 - 303,292 ------------ ---------- --------- --------- ---------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 182,875 $ 131,897 $ 6,993 $ (8,063) $ 313,702 $ - $ 313,702 ============ ========== ========= ========= ========== =========== =========== (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 106 SOCIALLY RESPONSIVE PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED AUGUST 31, 1999 Pro Forma (UNAUDITED) AS REPORTED ----------- ------------------------------------ SOCIALLY EQUITY EQUITY RESPONSIVE EQUITY FUNDS EQUITY TRUST ASSETS SERIES SUBTOTAL ADJUSTMENTS FUND ASSETS Investment in corresponding Portfolio $ 118,614 $ 253,115 $ 25,267 $ 117 $ 397,113 $ (397,113)(a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - - - 392,600 (a) $ 392,600 Assets net of liabilities at Portfolio - - - - - 6,853 (a) 6,853 Deferred organization costs - - 57 - 57 (57)(b) - Receivable for Trust shares sold 489 - 59 - 548 - 548 Receivable from administrator - 6 9 14 29 57 (b) 86 ------------ ---------- --------- --------- ---------- --------- ----------- Subtotal $ 119,103 $ 253,121 $ 25,392 $ 131 $ 397,747 $ 2,340 400,087 LIABILITIES Payable for collateral on securities loaned - - - - - 2,340 (a) 2,340 Payable for Fund expenses - - - - - - - Payable for Trust shares redeemed 101 105 60 - 266 - 266 Payable to Administrator 27 - - - 27 - 27 Accrued expenses 75 41 37 22 175 - 175 ------------ ---------- --------- --------- ---------- --------- ----------- Subtotal 203 146 97 22 468 2,340 2,808 ------------ ---------- --------- --------- ---------- --------- ----------- Net Assets - at value $ 118,900 $ 252,975 $ 25,295 $ 109 $ 397,279 - $ 397,279 =========== ========== ========= ========= ========== ========= ========== Net Assets consist of Par value $ 6 $ 13 $ 2 - $ 21 - $ 21 Paid-in capital 88,754 165,031 21,517 111 275,413 - 275,413 Accumulated undistributed net investment income (loss) 116 1,401 - - 1,517 - 1,517 Accumulated realized gain/loss 4,840 17,071 460 (1) 22,370 - 22,370 Unrealized gain/loss 25,184 69,459 3,316 (1) 97,958 - 97,958 ----------- ---------- --------- --------- ---------- --------- ---------- Net Assets - at value $ 118,900 $ 252,975 $ 25,295 $ 109 $ 397,279 - $ 397,279 =========== ========== ========= ========= ========== ========= ========== Shares 5,575 12,783 1,755 11 NAV $ 21.33 19.79 14.41 9.85 Shares - Fund Class 5,575 NAV - Fund Class $ 21.33 $ 118,900 ========== Shares - Trust Class 12,783 NAV - Trust Class $ 19.79 $ 252,975 ========== Shares - Asset Class 1,755 NAV - Asset Class $ 14.41 $ 25,295 ========== Shares - Series Class 11 NAV - Series Class $ 9.85 $ 109 ========== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at August 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 107 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED AUGUST 31, 1999 Pro Forma AS REPORTED (UNAUDITED) ----------- SOCIALLY EQUITY EQUITY RESPONSIVE EQUITY FUNDS EQUITY TRUST ASSETS SERIES SUBTOTAL ADJUSTMENTS FUND INVESTMENT INCOME Investment income from Portfolio $ 1,314 $ 2,864 $ 236 - $ 4,414 $ (4,414)(c) - Dividend income - unaffiliated issuers - - - - - 3,639 (c) $ 3,639 Dividend income- non-controlled affiliated issuers - - - - - - - Interest income - - - - - 775 775 Foreign Taxes withheld - - - - - - (c) - ----------- ---------- --------- --------- ---------- --------- ---------- Total Income $ 1,314 $ 2,864 $ 236 - $ 4,414 $ - $ 4,414 EXPENSES Administration fee 280 117 78 - 475 - 475 Investment management fee - - - - - 1,956 (d) 1,956 Accounting fees - - - - - 10 (d) 10 Amortization of deferred organization costs 8 5 23 - 36 4 40 Audit 8 8 9 4 29 34 (d) 63 Custodian 10 10 10 2 32 109 (d) 141 Insurance expense - - - - - 4 (d) 4 Distribution fees - - - - - - - Legal 11 20 28 55 114 18 (d) 132 Registration & filing fees 32 4 35 46 117 - 117 Shareholder reports 47 44 17 20 128 - 128 Transfer agent 138 17 18 - 173 - 173 Trustees 3 6 - - 9 9 (d) 18 Miscellaneous 3 4 1 - 8 - (d) 8 Portfolio expenses 640 1,388 116 - 2,144 (2,144)(d) - ----------- ---------- --------- --------- ---------- --------- ---------- Gross 1,180 1,623 335 127 3,265 - 3,265 Reductions - (221) (101) (127) (449) - (449) ----------- ---------- --------- --------- ---------- --------- ---------- Net 1,180 1,402 234 - 2,816 - 2,816 NET INVESTMENT INCOME (LOSS) 134 1,462 2 - 1,598 - 1,598 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities 4,788 17,268 429 (1) 22,484 (22,484)(e) - Change in net unrealized appreciation/ depreciation on investments 25,901 50,845 4,701 (1) 81,446 (81,446)(e) - ----------- ---------- --------- --------- ---------- --------- ---------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities 22,484 (e) 22,484 Change in net unrealized appreciation/ depreciation on investments 81,446 (e) 81,446 Net gain (loss) on investments 30,689 68,113 5,130 (2) 103,930 - 103,930 ----------- ---------- --------- --------- ---------- --------- ---------- Net increase (decrease) in net assets resulting from operations $ 30,823 $ 69,575 $ 5,132 $ (2) $ 105,528 $ - $ 105,528 =========== ========== ========= ========= ========== ========= ========== (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 108 INTERNATIONAL PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AUGUST 31 ,1999 PRO FORMA AS REPORTED (UNAUDITED) ------------------------------------ ----------- INTERNATIONAL EQUITY FUNDS EQUITY TRUST SUBTOTAL ADJUSTMENTS FUND ASSETS Investment in corresponding Portfolio $ 112,213 $ 2,303 $ 114,516 $ (114,516)(a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - 119,248 (a) $ 119,248 Assets net of liabilities at Portfolio - - - 142 (a) 142 Deferred organization costs - 70 70 (70)(b) - Receivable for Trust shares sold 586 23 609 - 609 Receivable from administrator - - - 70 (b) 70 ----------- ---------- ---------- --------- ------------ Subtotal 112,799 2,396 115,195 4,874 120,069 LIABILITIES Payable for collateral on securities loaned - - - 4,874 (a) 4,874 Payable for Fund expenses - - - - - Payable for Trust shares redeemed 176 - 176 - 176 Payable to Administrator 25 7 32 - 32 Accrued expenses 82 16 98 - 98 ----------- ---------- ---------- --------- ------------ Subtotal 283 23 306 4,874 5,180 ----------- ---------- ---------- --------- ------------ NET ASSETS - AT VALUE $ 112,516 $ 2,373 $ 114,889 $ - $ 114,889 =========== ========== ========== ========= ============ NET ASSETS CONSIST OF Par value $ 7 $ - $ 7 $ - $ 7 Paid-in capital 76,407 2,382 78,789 - 78,789 Accumulated undistributed net investment income (loss) (328) (6) (334) - (334) Accumulated realized gain/loss 1,519 28 1,547 - 1,547 Unrealized gain/loss 34,911 (31) 34,880 - 34,880 ----------- ---------- ---------- --------- ------------ NET ASSETS - AT VALUE $ 112,516 $ 2,373 $ 114,889 - 114,889 =========== ========== ========== ========= ============ Shares 6,712 140 NAV $ 16.76 16.92 6,712 Shares - Fund Class $ 16.76 NAV - Fund Class $ 112,516 ============ 140 Shares - Trust Class $ 16.92 NAV - Trust Class $ 2,373 ============ (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at August 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 109 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED AUGUST 31, 1999 PRO FORMA (UNAUDITED) ------------- INTERNATIONAL EQUITY FUNDS EQUITY TRUST SUBTOTAL ADJUSTMENTS FUND INVESTMENT INCOME Investment income from Portfolio $ 1,393 $ 25 $ 1,418 $ (1,418)(c) - Dividend income - unaffiliated issuers - - - 1,079 (c) $ 1,079 Dividend income- non-controlled affiliated issuers - - - - - Interest income - - - 509 509 Foreign Taxes withheld - - - (170)(c) (170) ----------- ------- ---------- -------- ----------- Total Income 1,393 25 1,418 - 1,418 ----------- ------- ---------- -------- ----------- EXPENSES Administration fee 307 8 315 - 315 Investment management fee - - - 1,019 (d) 1,019 Accounting fees - - - 10 (d) 10 Amortization of deferred organization costs 16 18 34 9 43 Audit 9 4 13 33 (d) 46 Custodian 10 10 20 208 (d) 228 Insurance expense - - - 2 (d) 2 Rembursement of expenses previously assumed by administrator 20 - 20 - 20 Legal 16 16 32 30 (d) 62 Registration & filing fees 27 26 53 - 53 Shareholder reports 46 17 63 - 63 Transfer agent 138 2 140 - 140 Trustees 6 - 6 11 (d) 17 Miscellaneous 3 1 4 3 (d) 7 Portfolio expenses 1,302 23 1,325 (1,325)(d) - ---------- ------ --------- -------- ----------- Gross 1,900 125 2,025 - 2,025 Reductions (3) (90) (93) - (93) ---------- ------ --------- -------- ----------- Net 1,897 35 1,932 - 1,932 ---------- ------ --------- -------- ----------- NET INVESTMENT INCOME (LOSS) (504) (10) (514) - (514) ---------- ------ --------- -------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities 11,645 135 11,780 (11,780)(e) - Change in net unrealized appreciation/ depreciation on investments 12,310 314 12,624 (12,624)(e) - REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities 11,780 (e) 11,780 Change in net unrealized appreciation /depreciation on investments 12,624 (e) 12,624 Net gain (loss) on investments 23,955 449 24,404 - 24,404 ---------- ------ --------- -------- ----------- NET INCREASE (DECREASE) IN NET $ 23,451 $ 439 $ 23,890 - $ 23,890 ASSETS RESULTING FROM OPERATIONS (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 110 REGENCY PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) ------------------------------------ ----------- EQUITY FUNDS EQUITY TRUST SUBTOTAL ADJUSTMENTS REGENCY FUND ASSETS Investment in corresponding Portfolio $ 7,923 $ 353 $ 8,276 $ (8,276)(a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - 8,093 (a) $ 8,093 Assets net of liabilities at Portfolio - - - 233 (a) 233 Deferred organization costs - - - - (b) - Receivable for Trust shares sold 6 - 6 - 6 Receivable from administrator 29 72 101 - (b) 101 ----------- ---------- --------- -------- ---------- Subtotal 7,958 425 8,383 50 8,433 ----------- ---------- --------- -------- ---------- LIABILITIES Payable for collateral on securities loaned - - - 50 (a) 50 Payable for Fund expenses - 55 55 - 55 Payable for Trust shares redeemed 1 - 1 - 1 Payable to Administrator - - - - - Accrued expenses 14 13 27 - 27 ----------- ---------- --------- ------- ---------- Subtotal 15 68 83 50 133 ----------- ---------- --------- ------- ---------- NET ASSETS - AT VALUE $ 7,943 $ 357 $ 8,300 $ - $ 8,300 NET ASSETS CONSIST OF Par value $ 1 $ - $ 1 $ - $ 1 Paid-in capital 8,361 371 8,732 - 8,732 Accumulated undistributed net investment income (loss) 10 - 10 - 10 Accumulated realized gain/loss 72 3 75 - 75 Unrealized gain/loss (501) (17) (518) - (518) ----------- ---------- --------- ------- ---------- NET ASSETS - AT VALUE $ 7,943 $ 357 $ 8,300 $ $ 8,300 ----------- ---------- --------- ------- ---------- Shares 809 37 NAV $ 9.82 $ 9.76 809 Shares - Fund Class 9.82 NAV - Fund Class $ 7,943 ========== 37 Shares - Trust Class $ 9.76 NAV - Trust Class $ 357 ========== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at August 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 111 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED AUGUST 31, 1999 PRO FORMA (UNAUDITED) AS REPORTED ---------- EQUITY FUNDS EQUITY TRUST SUBTOTAL ADJUSTMENTS REGENCY FUND INVESTMENT INCOME Investment income from Portfolio $ 32 $ 1 $ 33 $ (33)(c) $ - Dividend income - unaffiliated issuers - - - 16 (c) 16 Dividend income- non-controlled affiliated issuers - - - - - Interest income - - - 17 17 Foreign Taxes withheld - - - - (c) - ----------- ---------- ---------- --------- ----------- Total Income 32 1 33 - 33 EXPENSES Administration fee 4 - 4 - 4 Investment management fee - - - 8 (d) 8 Accounting fees - - - 3 (d) 3 Amortization of deferred organization costs - - - - - Audit 5 5 10 15 (d) 25 Custodian 2 3 5 9 (d) 14 Insurance expense - - - - (d) - Distribution fees - - - - - Legal 27 25 52 5 (d) 57 Registration & filing fees 38 36 74 - 74 Shareholder reports 7 3 10 - 10 Transfer agent 1 - 1 - 1 Trustees - - - - (d) - Miscellaneous - - - - (d) - Portfolio expenses 39 1 40 (40)(d) - ----------- ---------- ---------- --------- ----------- Gross 123 73 196 - 196 ----------- ---------- ---------- --------- ----------- Reductions (101) (72) (173) - (173) Net 22 1 23 - 23 NET INVESTMENT INCOME (LOSS) 10 - 10 - 10 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities 72 3 75 (75)(e) - Change in net unrealized appreciation/ depreciation on investments (501) (17) (518) 518 (e) - ----------- ---------- ---------- --------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities 75 (e) 75 Change in net unrealized appreciation/ depreciation on investments (518)(e) (518) Net gain (loss) on investments (429) (14) (443) - (443) ----------- ---------- ---------- --------- ----------- Net increase (decrease) in net assets resulting from operations $ (419) $ (14) $ (433) $ - $ (433) ----------- ---------- ---------- --------- ----------- (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 112 MILLENNIUM PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) ------------------------------------ ----------- EQUITY MILLENNIUM EQUITY FUNDS EQUITY TRUST ASSETS SUBTOTAL ADJUSTMENTS FUND ASSETS Investment in corresponding Portfolio $ 326,493 $ 16,116 $ 66 $ 342,675 $ (342,675)(a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - - 391,168 (a) $ 391,168 Assets net of liabilities at Portfolio - - - - - (a) - Deferred organization costs - - - - - (b) - Receivable for Trust shares sold 2,809 439 - 3,248 - 3,248 Receivable from administrator - - 45 45 - (b) 45 ---------- ---------- ------- ---------- ---------- ---------- Subtotal 329,302 16,555 111 345,968 48,493 394,461 ---------- ---------- ------- ---------- ---------- ---------- LIABILITIES Payable for collateral on securities loaned - - - - 43,223 (a) 43,223 Liabilities net of assets at Portfolio - - - - 5,270 5,270 Payable for Fund expenses - - 38 38 - 38 Payable for Trust shares redeemed 266 6 - 272 - 272 Payable to Administrator 57 8 - 65 - 65 Accrued expenses 77 26 7 110 - 110 ---------- ---------- ------- ---------- ---------- ---------- Subtotal 400 40 45 485 48,493 48,978 ---------- ---------- ------- ---------- ---------- ---------- NET ASSETS - AT VALUE $ 328,902 $ 16,515 $ 66 $ 345,483 $ - $ 345,483 ---------- ---------- ------- ---------- ---------- ---------- NET ASSETS CONSIST OF Par value $ 8 $ - $ - $ 8 $ - $ 8 Paid-in capital 186,380 10,270 55 196,705 - 196,705 Accumulated undistributed net investment income (loss) (779) (40) - (819) - (819) Accumulated realized gain/loss 22,249 850 - 23,099 - 23,099 Unrealized gain/loss 121,044 5,435 11 126,490 - 126,490 ---------- ---------- ------- ---------- ---------- ---------- NET ASSETS - AT VALUE $ 328,902 $ 16,515 $ 66 $ 345,483 $ - $ 345,483 ---------- ---------- ------- ---------- ---------- ---------- Shares 7,932 420 5 NAV $ 41.46 $ 39.28 $ 12.49 Shares - Fund Class 7,932 NAV - Fund Class $ 41.46 $ 328,902 ========== Shares - Trust Class 420 NAV - Trust Class $ 39.28 $ 16,515 ========== Shares - Asset Class 5 NAV - Asset Class $ 12.49 $ 66 ========== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, liabilities net of assets at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at February 29, 2000, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 113 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) ------------------------------------ ----------- EQUITY MILLENNIUM EQUITY FUNDS EQUITY TRUST ASSETS SUBTOTAL ADJUSTMENTS FUND INVESTMENT INCOME Investment income from Portfolio $ 359 $ 15 $ - $ 374 (c) $ (374) $ - Dividend income - unaffiliated issuers - - - - 4 (c) 4 Dividend income- non-controlled affiliated issuers - - - - - - Interest income - - - - 370 370 Foreign Taxes withheld - - - - - (c) - ----------- ---------- --------- ---------- --------- --------- Total Income 359 15 - 374 - 374 ----------- ---------- --------- ---------- --------- --------- EXPENSES Administration fee 192 13 - 205 - 205 Investment management fee - - - - 655 (d) 655 Accounting fees - - - - 5 (d) 5 Amortization of deferred organization costs - - - - - - Audit 3 1 1 5 8 (d) 13 Custodian 5 5 1 11 47 (d) 58 Rembursement of expenses previously assumed by administrator 102 - - 102 - (d) 102 Distribution fees - 1 - 1 - 1 Legal 5 8 5 18 11 (d) 29 Registration & filing fees 39 22 33 94 - 94 Shareholder reports 15 12 5 32 - 32 Transfer agent 65 7 - 72 - 72 Trustees 3 - - 3 3 (d) 6 Miscellaneous 8 2 - 10 4 (d) 14 Portfolio expenses 703 30 - 733 (733)(d) - ----------- ---------- --------- ---------- --------- --------- GROSS 1,140 101 45 1,286 - 1,286 ----------- ---------- --------- ---------- --------- --------- Reductions (2) (46) (45) (93) - (93) NET 1,138 55 - 1,193 - 1,193 ----------- ---------- --------- ---------- --------- --------- NET INVESTMENT INCOME (LOSS) (779) (40) - (819) - (819) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities 23,507 891 - 24,398 (24,398)(e) - Change in net unrealized appreciation/ depreciation on investments 115,136 5,226 11 120,373 (120,373)(e) - REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities 24,398 (e) 24,398 Change in net unrealized appreciation/ depreciation on investments 120,373 (e) 120,373 Net gain (loss) on investments 138,643 6,117 11 144,771 - 144,771 ----------- ---------- --------- ---------- --------- --------- NET INCREASE (DECREASE) IN NET $ 137,864 $ 6,077 $ 11 $ 143,952 $ - $ 143,952 ASSETS RESULTING FROM OPERATIONS (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 114 CENTURY PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) FEBRUARY 29, 2000 PRO FORMA AS REPORTED (UNAUDITED) ------------------------------------ ----------- EQUITY FUNDS EQUITY TRUST SUBTOTAL ADJUSTMENTS CENTURY FUND ASSETS Investment in corresponding Portfolio $ 28,829 $ 2,137 $ 30,966 $ (30,966)(a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - 34,363 (a) $ 34,363 Assets net of liabilities at Portfolio - - - - (a) - Deferred organization costs - - - - (b) - Receivable for Trust shares sold 214 - 214 - 214 Receivable from administrator - - - - (b) - ----------- ---------- --------- --------- ------------ Subtotal 29,043 2,137 31,180 3,397 34,577 ----------- ---------- --------- --------- ------------ LIABILITIES Payable for collateral on securities loaned - - - 2,493 (a) 2,493 Liabilities net of assets at Portfolio - - - 904 904 Payable for Fund expenses - - - - - Payable for Trust shares redeemed 15 - 15 - 15 Payable to Administrator 2 1 3 - 3 Accrued expenses 13 12 25 - 25 ----------- ---------- --------- --------- ------------ Subtotal 30 13 43 3,397 3,440 ----------- ---------- --------- --------- ------------ NET ASSETS - AT VALUE $ 29,013 $ 2,124 $ 31,137 $ - $ 31,137 ----------- ---------- --------- --------- ------------ 31,137 NET ASSETS CONSIST OF Par value $ 2 $ - $ 2 $ - $ 2 Paid-in capital 26,037 1,744 27,781 - 27,781 Accumulated undistributed net investment income (loss) (17) (1) (18) - (18) Accumulated realized gain/loss (15) 6 (9) - (9) Unrealized gain/loss 3,006 375 3,381 - 3,381 ----------- ---------- --------- --------- ------------ NET ASSETS - AT VALUE $ 29,013 $ 2,124 $ 31,137 $ - $ 31,137 Shares 2,344 172 NAV $ 12.38 $ 12.38 Shares - Fund Class 2,344 NAV - Fund Class $ 12.38 $ 29,013 ============= Shares - Trust Class 172 NAV - Trust Class $ 12.38 $ 2,124 ============= (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, liabilities net of assets at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at February 29, 2000, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 115 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) ------------------------------------ ----------- EQUITY FUNDS EQUITY TRUST SUBTOTAL ADJUSTMENTS CENTURY FUND INVESTMENT INCOME Investment income from Portfolio $ 40 $ 5 $ 45 $ (45)(c) $ - Dividend income - unaffiliated issuers - - - 9 (c) 9 Dividend income- non-controlled affiliated issuers - - - - - Interest income - - - 36 36 Foreign Taxes withheld - - - - (c) - ----------- ---------- --------- --------- ------------ Total Income 40 5 45 - 45 ----------- ---------- --------- --------- ------------ EXPENSES Administration fee 10 2 12 - 12 Investment management fee - - - 23 (d) 23 Accounting fees - - - 2 (d) 2 Amortization of deferred organization costs - - - - - Audit 2 1 3 5 (d) 8 Custodian 2 2 4 12 (d) 16 Rembursement of expenses previously assumed by administrator - - - - (d) - Distribution fees - - - - - Legal 21 21 42 5 (d) 47 Registration & filing fees 33 33 66 - 66 Shareholder reports 7 6 13 - 13 Transfer agent 2 1 3 - 3 Trustees 1 1 2 2 (d) 4 Miscellaneous - 1 1 - (d) 1 Portfolio expenses 44 5 49 (49) (d) - ----------- ---------- --------- --------- ------------ Gross 122 73 195 - 195 Reductions ` (65) (67) (132) - (132) ----------- ---------- --------- --------- ------------ Net 57 6 63 - 63 NET INVESTMENT INCOME (LOSS) (17) (1) (18) - (18) ----------- ---------- --------- --------- ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities (15) 6 (9) 9 (e) - Change in net unrealized appreciation/ depreciation on investments 3,006 375 3,381 (3,381)(e) - ----------- ---------- --------- --------- ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities (9)(e) (9) Change in net unrealized appreciation/ depreciation on investments 3,381 (e) 3,381 Net gain (loss) on investments 2,991 381 3,372 - 3,372 ----------- ---------- --------- --------- ------------ NET INCREASE (DECREASE) IN NET ASSETS $ 2,974 $ 380 $ 3,354 $ - $ 3,354 RESULTING FROM OPERATIONS (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 116 FOCUS PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) ---------------------------------------- ----------- EQUITY FUNDS EQUITY TRUST EQUITY ASSETS SUBTOTAL ADJUSTMENTS FOCUS FUND ASSETS Investment in corresponding Portfolio $ 1,327,814 $ 216,696 $ 1,888 $ 1,546,398 $ (1,546,398) (a) Investment in unaffiliated issuers and non-controlled af-iliated issues - - - - 1,524,239 (a) $ 1,524,239 Assets net of liabilities at Portfolio - - - - 29,273 (a) 29,273 Deferred organization costs - - 24 24 (24) (b) - Receivable for Trust shares sold 313 47 3 363 - 363 Receivable from administrator - - 5 5 24 (b) 29 - - - - - - Subtotal 1,328,127 216,743 1,920 1,546,790 7,114 1,553,904 ---------- -------- ------- ---------- ------ ------------ LIABILITIES Payable for collateral on securities loaned - - - - 7,114 (a) 7,114 Payable for Fund expenses - - - - - - Payable for Trust shares redeemed 781 616 - 1,397 - 1,397 Payable to Administrator 307 60 - 367 - 367 Accrued expenses 431 47 21 499 - 499 ---------- -------- ------- ---------- ------ ------------ Subtotal 1,519 723 21 2,263 7,114 9,377 ---------- -------- ------- ---------- ------ ------------ NET ASSETS - AT VALUE $1,326,608 $ 216,020 $ 1,899 $1,544,527 $ - $1,544,527 =========== ========== ======== =========== ==== =========== NET ASSETS CONSIST OF Par value $ 37 $ 9 $ - $ 46 $ - $ 46 Paid-in capital 685,109 154,945 1,362 841,416 - 841,416 Accumulated undistributed net investment income (loss) 118 - - 118 - 118 Accumulated realized gain/loss 183,643 11,762 195 195,600 - 195,600 Unrealized gain/loss 457,701 49,304 342 507,347 - 507,347 ---------- -------- ------- ---------- ------ ------------ NET ASSETS - AT VALUE $1,326,608 $ 216,020 $ 1,899 $1,544,527 $ - $ 1,544,527 =========== ========== ======== =========== ==== =========== Shares 36,598 9,145 117 NAV $ 36.25 $ 23.62 $ 16.18 Shares - Fund Class 36,598 NAV - Fund Class $ 36.25 $1,326,608 ========== Shares - Trust Class 9,145 NAV - Trust Class $ 23.62 $ 216,020 ========= Shares - Asset Class 117 NAV - Asset Class $ 16.18 $ 1,899 ======= (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at August 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 117 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED) PERIOD ENDED AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) ----------- EQUITY FUNDS EQUITY TRUST EQUITY ASSETS SUBTOTAL ADJUSTMENTS FOCUS FUND INVESTMENT INCOME Investment income from Portfolio $ 12,149 $ 2,054 $ 14 $ 14,217 $ (14,217) (c) $ - Dividend income - unaffiliated issuers - - - - 13,017 (c) 13,017 Dividend income- non-controlled affiliated issuers - - - - - - Interest income - - - - 1,237 1,237 Foreign Taxes withheld - - - - (37) (c) (37) -------- ------- ---- -------- --------- ------- Total Income 12,149 2,054 14 14,217 - 14,217 -------- ------- ---- -------- --------- ------- EXPENSES Administration fee 3,585 931 6 4,522 - 4,522 Investment management fee - - - - 7,855 (d) 7,855 Accounting fees - - - - 10 (d) 10 Amortization of deferred organization costs - - 12 12 - 12 Audit 8 5 5 18 45 (d) 63 Custodian 10 10 10 30 273 (d) 303 Insurance expense - - - - 19 (d) 19 Distribution fees - - 3 3 - 3 Legal 7 15 10 32 25 (d) 57 Registration & filing fees 24 49 23 96 - 96 Shareholder reports 159 47 14 220 - 220 Transfer agent 835 20 17 872 - 872 Trustees 20 4 - 24 23 (d) 47 Miscellaneous 38 3 1 42 - (d) 42 Portfolio expenses 7,052 1,190 8 8,250 (8,250) (d) - -------- ------- ---- -------- --------- ------- GROSS 11,738 2,274 109 14,121 - 14,121 Reductions (3) (60) (86) (149) - (149) -------- ------- ---- -------- --------- ------- NET 11,735 2,214 23 13,972 - 13,972 -------- ------- ---- -------- --------- ------- NET INVESTMENT INCOME (LOSS) 414 (160) (9) 245 - 245 -------- ------- ---- -------- --------- ------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities 187,154 15,737 216 203,107 (203,107) (e) - Change in net unrealized appreciation/ depreciation on investments 227,003 55,767 435 283,205 (283,205)(e) - -------- ------- ---- -------- --------- ------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities 187,154 15,737 216 203,107 203,107 (e) - Change in net unrealized appreciation /depreciation on investments 227,003 55,767 435 283,205 283,205 (e) - -------- ------- ---- -------- --------- ------- Net gain (loss) on investments 414,157 71,504 651 486,312 - 486,312 -------- ------- ---- -------- --------- ------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 414,571 $ 71,344 $ 642 $ 486,557 $ - $ 486,557 ======== ======= ==== ======== ========= ======= (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 118 GUARDIAN PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) ---------------------------------------- ----------- EQUITY EQUITY FUNDS EQUITY TRUST ASSETS SUBTOTAL ADJUSTMENTS GUARDIAN FUND ASSETS Investment in corresponding Portfolio $3,446,910 $1,251,954 $ 24,856 $ 4,723,720 $(4,723,720) (a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - - 4,643,705 (a) $ 4,643,705 Assets net of liabilities at Portfolio - - - - 104,452 (a) 104,452 Deferred organization costs - - 23 23 (23) (b) - Receivable for Trust shares sold 1,652 998 12 2,662 - 2,662 Receivable from administrator - - - - 23 (b) 23 ---------- ---------- ------- ---------- ------- --------- Subtotal 3,448,562 1,252,952 24,891 4,726,405 24,437 4,750,842 ---------- ---------- ------- ---------- ------- --------- LIABILITIES Payable for collateral on securities loaned - - - - 24,437 (a) 24,437 Payable for Fund expenses - - - - - - Payable for Trust shares redeemed 5,508 1,256 - 6,764 - 6,764 Payable to Administrator 804 444 35 1,283 - 1,283 Accrued expenses 1,217 101 27 1,345 - 1,345 ---------- ---------- ------- ---------- ------- --------- Subtotal 7,529 1,801 62 9,392 24,437 33,829 ---------- ---------- ------- ---------- ------- --------- NET ASSETS - AT VALUE $3,441,033 $ 1,251,151 $ 24,829 $ 4,717,013 $ - $4,717,013 =========== ========== ======= ========== ========= ========= NET ASSETS CONSIST OF Par value $ 151 $ 76 $ 2 $ 229 $ - $ 229 Paid-in capital 2,246,592 881,344 23,900 3,151,836 - 3,151,836 Accumulated undistributed net investment income (loss) 6,714 2,288 6 9,008 - 9,008 Accumulated realized gain/loss 746,872 227,923 225 975,020 - 975,020 Unrealized gain/loss 440,704 139,520 696 580,920 - 580,920 ---------- ---------- ------- ---------- ------- --------- NET ASSETS - AT VALUE $3,441,033 $ 1,251,151 $ 24,829 $ 4,717,013 $ - $ 4,717,013 =========== ============ ========= ============ ======= =========== Shares 151,434 76,470 1,834 NAV $ 22.72 $ 16.36 $ 13.54 Shares - Fund Class 151,434 NAV - Fund Class $ 22.72 $3,441,033 ========== Shares - Trust Class 76,470 NAV - Trust Class $ 16.36 $1,251,151 ========== Shares - Asset Class 1,834 NAV - Asset Class $ 13.54 $24,829 ========== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at August 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 119 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED) PERIOD ENDED AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) EQUITY ---------- EQUITY FUNDS EQUITY TRUST ASSETS SUBTOTAL ADJUSTMENTS GUARDIAN FUND INVESTMENT INCOME Investment income from Portfolio $ 62,696 $ 23,094 $ 365 $ 86,155 $ (86,155) (c) $ - Dividend income - unaffiliated issuers - - - - 58,766 (c) 58,766 Dividend income- non-controlled affiliated issuers - - - - - - Interest income - - - - 28,189 28,189 Foreign Taxes withheld - - - - (800) (c) (800) -- -- -- -- ----- ----- Total Income 62,696 23,094 365 86,155 - 86,155 ---------- -------- ------ ---------- -------- --------- EXPENSES Administration fee 10,690 6,043 95 16,828 - 16,828 Investment management fee - - - - 25,003 (d) 25,003 Accounting fees - - - - 10 (d) 10 Amortization of deferred organization costs - - 12 12 - 12 Audit 9 6 5 20 48 (d) 68 Custodian 10 10 10 30 826 (d) 856 Insurance expense - - - - 88 (d) 88 Distribution fees - - 60 60 - 60 Legal 14 18 11 43 28 (d) 71 Registration & filing fees 48 53 29 130 - 130 Shareholder reports 455 174 22 651 - 651 Transfer agent 3,447 24 16 3,487 - 3,487 Trustees 52 20 - 72 69 (d) 141 Miscellaneous 108 23 2 133 - (d) 133 Portfolio expenses 18,987 6,975 110 26,072 (26,072) (d) - ---------- -------- ------ ---------- -------- --------- GROSS 33,820 13,346 372 47,538 - 47,538 Reductions (3) (1) (13) (17) - (17) ---------- -------- ------ ---------- -------- --------- NET 33,817 13,345 359 47,521 - 47,521 ---------- -------- ------ ---------- -------- --------- NET INVESTMENT INCOME (LOSS) 28,879 9,749 6 38,634 - 38,634 ---------- -------- ------ ---------- -------- --------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities 761,289 230,720 (164) 991,845 (991,845) (e) - Change in net unrealized appreciation/ depreciation on investments 244,338 157,393 4,816 406,547 (406,547) (e) - ---------- -------- ------ ---------- -------- --------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities 991,845 (e) 991,845 Change in net unrealized appreciation/ depreciation on investments 406,547 (e) 406,547 -------- ------- Net gain (loss) on investments 1,005,627 388,113 4,652 1,398,392 - 1,398,392 ---------- -------- ------ ---------- -------- --------- NET INCREASE (DECREASE) IN NET ASSETS RESULTIING FROM OPERATIONS $1,034,506 $397,862 $ 4,658 $ 1,437,026 $ - $1,437,026 ========== ======== ====== ========== ======== ========= (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 120 MANHATTAN PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) EQUITY ---------- EQUITY FUNDS EQUITY TRUST ASSETS SUBTOTAL ADJUSTMENTS MANHATTAN FUND ASSETS Investment in corresponding Portfolio $ 565,838 $ 45,305 $ 1,717 $ 612,860 $ (612,860) (a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - - 722,750 (a) $ 722,750 Assets net of liabilities at Portfolio - - - - 9,020 (a) 9,020 Deferred organization costs - - 23 23 (23) (b) - Receivable for Trust shares sold 876 30 - 906 - 906 Receivable from administrator - - 3 3 23 (b) 26 --------- -------- ------- -------- -------- -------- Subtotal 566,714 45,335 1,743 613,792 118,910 732,702 --------- -------- ------- -------- -------- -------- LIABILITIES Payable for collateral on securities loaned - - - - 118,910 (a) 118,910 Payable for Fund expenses - - - - - - Payable for Trust shares redeemed 302 2 - 304 - 304 Payable to Administrator 124 18 - 142 - 142 Accrued expenses 328 31 26 385 - 385 --------- -------- ------- -------- -------- -------- Subtotal 754 51 26 831 118,910 119,741 --------- -------- ------- -------- -------- -------- NET ASSETS - AT VALUE $ 565,960 $ 45,284 $ 1,717 $ 612,961 $ - $ 612,961 ========= ======== ======= ======== ======== ======== NET ASSETS CONSIST OF Par value $ 47 $ 3 $ - $ 50 $ - $ 50 Paid-in capital 401,745 29,810 1,653 433,208 - 433,208 Accumulated undistributed net investment income (loss) - - - - - - Accumulated realized gain/loss 52,950 4,426 (7) 57,369 - 57,369 Unrealized gain/loss 111,218 11,045 71 122,334 - 122,334 --------- -------- ------- -------- -------- -------- NET ASSETS - AT VALUE $ 565,960 $ 45,284 $ 1,717 $ 612,961 $ - $ 612,961 ========= ======== ======= ======== ======== ======== Shares 46,894 3,014 118 NAV $ 12.07 $ 15.02 $ 14.54 Shares - Fund Class 46,894 NAV - Fund Class $ 12.07 $565,960 ======== Shares - Trust Class 3,014 NAV - Trust Class $ 15.02 $ 45,284 ======== Shares - Asset Class 118 NAV - Asset Class $ 14.54 $ 1,717 ======== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at August 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 121 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED) PERIOD ENDED AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) EQUITY ---------- EQUITY FUNDS EQUITY TRUST ASSETS SUBTOTAL ADJUSTMENTS MANHATTAN FUND INVESTMENT INCOME Investment income from Portfolio $ 2,810 $ 257 $ 3 $ 3,070 $ (3,070)(c) $ - Dividend income - unaffiliated issuers - - - - 1,091 (c) 1,091 Dividend income- non-controlled affiliated issuers - - - - - - Interest income - - - - 1,979 1,979 Foreign Taxes withheld - - - - - (c) - ------------ -------- ------- --------- ---------- ---------- Total Income 2,810 257 3 3,070 - 3,070 ------------ -------- ------- --------- ---------- ---------- EXPENSES Administration fee 1,473 207 2 1,682 - 1,682 Investment management fee - - - - 3,282 (d) 3,282 Accounting fees - - - - 10 (d) 10 Amortization of deferred organization costs - - 12 12 - 12 Audit 10 6 7 23 54 (d) 77 Custodian 10 10 10 30 177 (d) 207 Insurance expense - - - - 8 (d) 8 Distribution fees - - 1 1 - 1 Legal 12 16 10 38 20 (d) 58 Registration & filing fees 56 30 22 108 - 108 Shareholder reports 143 23 19 185 - 185 Transfer agent 640 18 17 675 - 675 Trustees 11 1 - 12 12 (d) 24 Miscellaneous 16 2 1 19 14 (d) 33 Portfolio expenses 3,276 298 3 3,577 (3,577)(d) - ------------ -------- ------- --------- ---------- ---------- GROSS 5,647 611 104 6,362 - 6,362 Reductions (5) (37) (96) (138) - (138) ------------ -------- ------- --------- ---------- ---------- NET 5,642 574 8 6,224 - 6,224 ------------ -------- ------- --------- ---------- ---------- NET INVESTMENT INCOME (LOSS) (2,832) (317) (5) (3,154) - (3,154) ------------ -------- ------- --------- ---------- ---------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities 53,255 4,459 (16) 57,698 (57,698)(e) - Change in net unrealized appreciation /depreciation on investment 122,884 12,225 99 135,208 (135,208)(e) - ------------ -------- ------- --------- ---------- ---------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities 57,698 (e) 57,698 Change in net unrealized appreciation /depreciation on investments 135,208 (e) 135,208 ---------- ---------- Net gain (loss) on investments 176,139 16,684 83 192,906 - 192,906 ------------ -------- ------- --------- ---------- ---------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATION $ 173,307 $ 16,367 $ 78 $ 189,752 $ - $ 189,752 ============ ========= ======= ========= ========== ========== (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 122 PARTNERS PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) EQUITY ---------- EQUITY FUNDS EQUITY TRUST ASSETS SUBTOTAL ADJUSTMENTS PARTNERS FUND ASSETS Investment in corresponding Portfolio $ 2,857,082 $ 849,259 $ 62,399 $ 3,768,740 $(3,768,740)(a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - 3,876,069(a) $ 3,876,069 Assets net of liabilities at Portfolio - - - - 32,313 (a) 32,313 Deferred organization costs - - 23 23 (23)(b) - Receivable for Trust shares sold 1,285 2,336 71 3,692 - 3,692 Receivable from administrator - - - - 23 (b) 23 ----------- --------- -------- ----------- ----------- ----------- Subtotal 2,858,367 851,595 62,493 3,772,455 139,642 3,912,097 ----------- --------- -------- ----------- ----------- ----------- LIABILITIES Payable for collateral on securities loaned - - - - 139,642 (a) 139,642 Payable for Fund expenses - - - - - - Payable for Trust shares redeemed 2,595 1,095 - 3,690 - 3,690 Payable to Administrator 653 297 35 985 - 985 Accrued expenses 761 95 26 882 - 882 ----------- --------- -------- ----------- ----------- ----------- Subtotal 4,009 1,487 61 5,557 139,642 145,199 ----------- --------- -------- ----------- ----------- ----------- NET ASSETS - AT VALUE $ 2,854,358 $ 850,108 $ 62,432 $ 3,766,898 $ - $ 3,766,898 =========== ========= ======== =========== =========== =========== NET ASSETS CONSIST OF Par value $ 108 $ 45 $ 4 $ 157 $ - $ 157 Paid-in capital 2,235,773 732,003 55,230 3,023,006 - 3,023,006 Accumulated undistributed net investment income (loss) 29,186 7,351 9 36,546 - 36,546 Accumulated realized gain/loss 297,910 46,100 3,288 347,298 - 347,298 Unrealized gain/loss 291,381 64,609 3,901 359,891 - 359,891 ----------- --------- -------- ----------- ----------- ----------- NET ASSETS - AT VALUE $ 2,854,358 $ 850,108 $ 62,432 $ 3,766,898 $ - $ 3,766,898 =========== ========= ======== =========== =========== =========== Shares 108,043 45,432 3,967 NAV $ 26.42 $ 18.71 $ 15.74 Shares - Fund Class 108,043 NAV - Fund Class $ 26.42 $ 2,854,358 =========== Shares - Trust Class 45,432 NAV - Trust Class $ 18.71 $ 850,108 =========== Shares - Asset Class 3,967 NAV - Asset Class $ 15.74 $ 62,432 =========== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at August 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 123 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED) PERIOD ENDED AUGUST 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) EQUITY ---------- EQUITY FUNDS EQUITY TRUST ASSETS SUBTOTAL ADJUSTMENTS PARTNERS FUND INVESTMENT INCOME Investment income from Portfolio $ 54,515 $ 15,361 $ 1,042 $ 70,918 $ (70,918)(c) $ - Dividend income - unaffiliated issuers - - - - 66,443 (c) 66,443 Dividend income- non-controlled affiliated issuers - - - - - - Interest income - - - - 4,684 4,684 Foreign Taxes withheld - - - - (209)(c) (209) --------- -------- ------- -------- --------- ------------ Total Income 54,515 15,361 1,042 70,918 - 70,918 --------- -------- ------- -------- --------- ------------ EXPENSES Administration fee 8,070 3,528 243 11,841 - 11,841 Investment management fee - - - - 18,165 (d) 18,165 Accounting fees - - - - 10 (d) 10 Amortization of deferred organization costs - - 12 12 - 12 Audit 9 5 5 19 47 (d) 66 Custodian 10 10 10 30 617 (d) 647 Insurance expense - - - - 48 (d) 48 Distribution fees - - 151 151 - 151 Legal 11 13 10 34 18 (d) 52 Registration & filing fees 184 156 36 376 - 376 Shareholder reports 347 120 21 488 - 488 Transfer agent 2,051 20 17 2,088 - 2,088 Trustees 40 12 1 53 50 (d) 103 Miscellaneous 78 10 2 90 - (d) 90 Portfolio expenses 14,533 4,137 285 18,955 (18,955)(d) - --------- -------- ------- -------- ------ ------------ GROSS 25,333 8,011 793 34,137 - 34,137 Reductions (4) (1) - (5) - (5) --------- -------- ------- -------- ------ ------------ NET 25,329 8,010 793 34,132 - 34,132 --------- -------- ------- -------- ------ ------------ NET INVESTMENT INCOME (LOSS) 29,186 7,351 249 36,786 - 36,786 --------- -------- ------- -------- ------ ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities 304,202 45,924 3,694 353,820 (353,820)(e) - Change in net unrealized appreciation /depreciation investment 381,420 141,300 8,416 531,136 (531,136)(e) - --------- -------- ------- -------- ------- ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities 353,820 (e) 353,820 Change in net unrealized appreciation /depreciation on investments 531,136 (e) 531,136 ------- ------------ Net gain (loss) on investments 685,622 187,224 12,110 884,956 - 884,956 --------- -------- ------- -------- ------- ------------ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 714,808 $194,575 $12,359 $921,742 $ - $ 921,742 ========= ======== ======== ========= ======= ============ (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 124 TECHNOLOGY PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) JUNE 30, 2000 PRO FORMA AS REPORTED (UNAUDITED) ---------------------------------------- ----------- TECHNOLOGY EQUITY FUNDS EQUITY TRUST SUBTOTAL ADJUSTMENTS FUND ASSETS Investment in corresponding Portfolio $ 16,040 $ 2,112 $ 18,152 $ (18,152)(a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - - 18,119 (a) $ 18,119 Assets net of liabilities at Portfolio - - - 33 (a) 33 Deferred organization costs - - - - (b) - Receivable for Trust shares sold - - - - - Receivable from administrator 26 33 59 - (b) 59 ------------ ------------ -------- ---------- ----------- Subtotal 16,066 2,145 18,211 - 18,211 ------------ ------------ -------- ---------- ----------- LIABILITIES Payable for collateral on securities loaned - - - - (a) - Payable for Fund expenses - - - - - Payable for Trust shares redeemed - - - - - Payable to Administrator - - - - - Accrued expenses 16 17 33 - 33 ------------ ------------ -------- ---------- ----------- Subtotal 16 17 33 - 33 ------------ ------------ -------- ---------- ----------- NET ASSETS - AT VALUE $ 16,050 $ 2,128 $ 18,178 $ - $ 18,178 =========== =========== ======== ========== =========== NET ASSETS CONSIST OF Par value $ 2 $ - $ 2 $ - $ 2 Paid-in capital 14,598 2,001 16,599 - 16,599 Accumulated undistributed net investment income (loss) 28 5 33 - 33 Accumulated realized gain/loss (71) (11) (82) - (82) Unrealized gain/loss 1,493 133 1,626 - 1,626 ------------ ------------ -------- ---------- ----------- NET ASSETS - AT VALUE $ 16,050 $ 2,128 $ 18,178 $ - $ 18,178 =========== =========== ======== ========== =========== Shares 1,509 200 NAV $ 10.64 $ 10.63 Shares - Fund Class 1,509 NAV - Fund Class $ 10.64 $ 16,050 =========== Shares - Trust Class 200 NAV - Trust Class $ 10.63 $ 2,128 =========== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at June 30, 2000, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 125 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED JUNE 30, 2000 PRO FORMA AS REPORTED (UNAUDITED) ---------------------------------------- ----------- TECHNOLOGY EQUITY FUNDS EQUITY TRUST SUBTOTAL ADJUSTMENTS FUND INVESTMENT INCOME Investment income from Portfolio $ 65 $ 11 $ 76 $ (76)(c) $ - Dividend income - unaffiliated issuers - - - 5 (c) 5 Dividend income- non-controlled affiliated issuers - - - - - Interest income - - - 71 71 Foreign Taxes withheld - - - - (c) - ------------ ------------ -------- ----------- ----------- Total Income 65 11 76 - 76 ------------ ------------ -------- ----------- ----------- EXPENSES Administration fee 5 1 6 - 6 Investment management fee - - - 18 (d) 18 Accounting fees - - - - (d) - Amortization of deferred organization costs - - - - - Audit 2 3 5 7 (d) 12 Custodian 2 2 4 6 (d) 10 Insurance expense - - - - (d) - Distribution fees - - - - - Legal 2 2 4 2 (d) 6 Registration & filing fees - - - - - Shareholder reports 5 5 10 - 10 Transfer agent - - - - - Trustees - - - 1 (d) 1 Miscellaneous 22 22 44 1 (d) 45 Portfolio expenses 30 5 35 (35)(d) - ------------ ------------ -------- ----------- ----------- GROSS 68 40 108 - 108 Reductions (31) (34) (65) - (65) ------------ ------------ -------- ----------- ----------- NET 37 6 43 - 43 ------------ ------------ -------- ----------- ----------- NET INVESTMENT INCOME (LOSS) 28 5 33 - 33 ------------ ------------ -------- ----------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities (71) (11) (82) 82 (e) - Change in net unrealized appreciation /depreciation investments 1,493 133 1,626 (1,626)(e) - ------------ ------------ -------- ----------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities (82)(e) (82) Change in net unrealized appreciation /depreciation on investments 1,626 (e) 1,626 ------------ ------------ ----------- ----------- Net gain (loss) on investments 1,422 122 1,544 - 1,544 ------------ ------------ -------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM 0PERATIONS $ 1,450 $ 127 $ 1,577 $ - $ 1,577 ============ ============ ======== =========== =========== (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 126 Most of the following Pro Forma combining financial information is as of October 31, 1999 and the fiscal period then ended, except for Institutional Cash Trust. Because Institutional Cash Trust started operations after October 31, 1999 its information is as of June 30, 2000 and the fiscal period then ended. GOVERNMENT MONEY PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) OCTOBER 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) --------------------------------- ----------- GOVERNMENT INCOME FUND SUBTOTAL ADJUSTMENTS MONEY FUND ASSETS Investment in corresponding Portfolio $ 653,867 $ 653,867 $ (653,867) (a) Investment in unaffiliated issuers and non-controlled af-iliated issuers - - 649,515 (a) $ 649,515 Assets net of liabilities at Portfolio - - 4,352 (a) 4,352 Deferred organization costs - - - (b) - Receivable for Trust shares sold 377 377 - 377 Receivable from administrator - - - (b) - --------- --------- ---------- --------- Subtotal 654,244 654,244 - 654,244 --------- --------- ---------- --------- LIABILITIES Dividends Payable 12 12 - (a) 12 Payable for Fund expenses - - - - Payable for Trust shares redeemed 616 616 - 616 Payable to Administrator 156 156 - 156 Accrued expenses 83 83 - 83 --------- --------- ---------- --------- Subtotal 867 867 - 867 --------- --------- ---------- --------- NET ASSETS - AT VALUE $ 653,377 $ 653,377 $ - $ 653,377 ========= ========= ========== ========= NET ASSETS CONSIST OF Par value $ 653 $ 653 $ - $ 653 Paid-in capital 652,724 652,724 - 652,724 Dividends in excess of net investment income - - - - Accumulated realized gain/loss - - - - Unrealized gain/loss - - - - --------- --------- ---------- --------- NET ASSETS - AT VALUE $ 653,377 $ 653,377 $ - $ 653,377 ========= ========= ========== ========= Shares 653,377 NAV $ 1.00 Shares - Fund Class 653,377 NAV - Fund Class $ 1.00 $ 653,377 ========= (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at October 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 127 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED OCTOBER 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) --------------------------------- ----------- GOVERNMENT INCOME FUND SUBTOTAL ADJUSTMENTS MONEY FUND INVESTMENT INCOME Investment income from Portfolio $ 28,027 $ 28,027 $ (28,027) (c) $ - Interest income - - 28,027 28,027 --------- -------- --------- -------- Total Income 28,027 28,027 - 28,027 --------- -------- --------- -------- EXPENSES Administration fee 1,621 1,621 - 1,621 Investment management fee - - 1,479 (d) 1,479 Accounting fees - - 10 (d) 10 Amortization of deferred organization costs - - - - Audit 9 9 26 (d) 35 Custodian 10 10 136 (d) 146 Insurance expense - - 5 (d) 5 Rembursement of expenses previously assumed by administrator - - - - Legal 14 14 13 (d) 27 Registration & filing fees 34 34 - 34 Shareholder reports 39 39 - 39 Transfer agent 96 96 - 96 Trustees 33 33 34 (d) 67 Miscellaneous 30 30 - (d) 30 Portfolio expenses 1,703 1,703 (1,703)(d) - --------- -------- ---------- -------- GROSS 3,589 3,589 - 3,589 Reductions - - - - --------- -------- ---------- -------- NET 3,589 3,589 - 3,589 --------- -------- ---------- -------- NET INVESTMENT INCOME (LOSS) 24,438 24,438 - 24,438 --------- -------- ---------- -------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities - - - (e) - Change in net unrealized appreciation /depreciation on investments - - - (e) - --------- -------- ---------- -------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities - - (e) - Change in net unrealized appreciation /depreciation on investments - - (e) - --------- -------- ---------- -------- Net gain (loss) on investments - - - - --------- -------- ---------- -------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 24,438 $ 24,438 $ - $ 24,438 ========= ======== ========== ======== (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 128 Cash Reserves Pro Forma Combining Statement of Assets and Liabilities (unaudited) (000's omitted except for per share amounts) October 31, 1999 Pro Forma As Reported (unaudited) ----------------- -------------- Income Fund Subtotal Adjustments Cash Reserves ASSETS Investment in corresponding Portfolio $ 1,105,633 $ 1,105,633 $(1,105,633) (a) Investment in unaffiliated issuers and non- controlled affiliated issuers - - 1,101,217 (a) $ 1,101,217 Assets net of liabilities at Portfolio - - 4,416 (a) 4,416 Deferred organization costs - - - (b) - Receivable for Trust shares sold 1,069 1,069 - 1,069 Receivable from administrator - - - (b) - ----------- ----------- ----------- ----------- Subtotal 1,106,702 1,106,702 - 1,106,702 ----------- ----------- ----------- ----------- LIABILITIES Dividends Payable 30 30 - (a) 30 Payable for Fund expenses - - - - Payable for Trust shares redeemed 2,051 2,051 - 2,051 Payable to Administrator 262 262 - 262 Accrued expenses 194 194 - 194 ----------- ----------- ----------- ----------- Subtotal 2,537 2,537 - 2,537 Net Assets - at value $ 1,104,165 $ 1,104,165 $ - $ 1,104,165 Net Assets consist of Par value $ 1,104 $ 1,104 $ - $ 1,104 Paid-in capital 1,103,087 1,103,087 - 1,103,087 Dividends in excess of net investment income - - - - Accumulated realized gain/loss (26) (26) - (26) Unrealized gain/loss - - - - Net Assets - at value $ 1,104,165 $ 1,104,165 $ - $ 1,104,165 ----------- ----------- ----------- ----------- Shares 1,104,191 NAV $ 1.00 Shares - Fund Class 1,104,191 NAV - Fund Class $ 1.00 $ 1,104,165 ----------- (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at October 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 129 Pro Forma Combining Statement of Operations (unaudited) (000's omitted) Period ended October 31, 1999 Pro Forma As Reported (unaudited) ----------------- -------------- Income Fund Subtotal Adjustments Cash Reserves Investment income Investment income from Portfolio $ 54,196 $ 54,196 $ (54,196) (c) $ - Interest income - - 54,196 54,196 ---------- --------- ----------- ------------- Total Income 54,196 54,196 - 54,196 ---------- --------- ----------- ------------- Expenses Administration fee 2,845 2,845 - 2,845 Investment management fee - - 2,487 (d) 2,487 Accounting fees - - 10 (d) 10 Amortization of deferred organization costs - - - - Audit 9 9 27 (d) 36 Custodian 10 10 225 (d) 235 Insurance expense - - 9 (d) 9 Rembursement of expenses previously assumed by administrator - - - - Legal 16 16 23 (d) 39 Registration & filing fees 74 74 - 74 Shareholder reports 98 98 - 98 Transfer agent 384 384 - 384 Trustees 52 52 54 (d) 106 Miscellaneous 48 48 - (d) 48 Portfolio expenses 2,835 2,835 (2,835) (d) - ---------- --------- ----------- ------------- Gross 6,371 6,371 - 6,371 ---------- --------- ----------- ------------- Reductions - - - - ---------- --------- ----------- ------------- Net 6,371 6,371 - 6,371 Net Investment Income (Loss) 47,825 47,825 - 47,825 Realized and Unrealized Gain (Loss) on Investments from Corresponding Portfolio Net realized gain/loss on investment securities (4) (4) 4 (e) - Change in net unrealized appreciation/depreciation on investments - - - (e) - ---------- --------- ----------- ------------- Realized and Unrealized Gain (Loss) on Investments Net realized gain/loss on investment securities - (4) (e) (4) Change in net unrealized appreciation/depreciation on investments - - (e) - ---------- ----------- ------------- Net gain (loss) on investments (4) (4) - (4) ---------- --------- ----------- ------------- Net increase (decrease) in net assets resulting from operations $ 47,821 47,821 - 47,821 ---------- --------- ----------- ------------- (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 130 High Yield Pro Forma Combining Statement of Assets and Liabilities (unaudited) (000's omitted except for per share amounts) October 31, 1999 Pro Forma As Reported (unaudited) ----------------- -------------- Income Fund Subtotal Adjustments High Yield ASSETS Investment in corresponding Portfolio $ 24,022 $ 24,022 $ (24,022)(a) Investment in unaffiliated issuers and non and non-controlled affiliated issuers - - 23,397 (a) $ 23,397 Assets net of liabilities at Portfolio - - 625 (a) 625 Deferred organization costs 48 48 (48)(b) - Receivable for Trust shares sold 1 1 - 1 Receivable from administrator - - 48 (b) 48 ----------- --------- ----------- ------------ Subtotal 24,071 24,071 - 24,071 ----------- --------- ----------- ------------ LIABILITIES Dividends Payable 77 77 - (a) 77 Payable for Fund expenses - - - - Payable for Trust shares redeemed 165 165 - 165 Payable to Administrator 7 7 - 7 Accrued expenses 16 16 - 16 ----------- --------- ----------- ------------ Subtotal 265 265 - 265 ----------- --------- ----------- ------------ Net Assets - at value $ 23,806 $ 23,806 $ - $ 23,806 ----------- --------- ----------- ------------ Net Assets consist of Par value $ 3 $ 3 $ - $ 3 Paid-in capital 27,495 27,495 - 27,495 Dividends in excess of net investment income - - - - Accumulated realized gain/loss (1,248) (1,248) - (1,248) Unrealized gain/loss (2,444) (2,444) - (2,444) ----------- --------- ----------- ------------ Net Assets - at value $ 23,806 $ 23,806 $ - $ 23,806 Shares 2,744 NAV $ 8.68 Shares - Fund Class 2,744 NAV - Fund Class $ 8.68 $ 23,806 ------------ (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at October 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 131 Pro Forma Combining Statement of Operations (unaudited) (000's omitted) Period ended October 31, 1999 Pro Forma As Reported (unaudited) -------------- Income Fund Subtotal Adjustments High Yield Investment income Investment income from Portfolio $ 2,658 $ 2,658 $ (2,658)(c) $ - Interest income - - 2,658 2,658 ----------- --------- ----------- ---------- Total Income 2,658 2,658 - 2,658 ----------- --------- ----------- ---------- Expenses Administration fee 71 71 - 71 Investment management fee - - 100 (d) 100 Accounting fees - - 10 (d) 10 Amortization of deferred Organization costs 14 14 - 14 Audit 5 5 23 (d) 28 Custodian 10 10 36 (d) 46 Insurance expense - - - (d) - Rembursement of expenses previously assumed by administrator - - - - Legal 18 18 17 (d) 35 Registration & filing fees 23 23 - 23 Shareholder reports 11 11 - 11 Transfer agent 22 22 - 22 Trustees 6 6 6 (d) 12 Miscellaneous 2 2 - (d) 2 Portfolio expenses 192 192 (192)(d) - ----------- --------- ----------- ---------- Gross 374 374 - 374 Reductions (112) (112) - (112) ----------- --------- ----------- ---------- Net 262 262 - 262 ----------- --------- ----------- ---------- Net Investment Income (Loss) 2,396 - 2,396 2,396 Realized and Unrealized Gain (Loss) on Investments from Corresponding Portfolio Net realized gain/loss on investment securities (1,206) (1,206) 1,206 (e) - Change in net unrealized appreciation/depreciation on investments (783) (783) 783 (e) - ----------- --------- ----------- ---------- Realized and Unrealized Gain (Loss) on Investments Net realized gain/loss on investment securities - (1,206)(e) (1,206) Change in net unrealized appreciation/depreciation on investments - (783)(e) (783) ----------- ----------- ---------- Net gain (loss) on investments (1,989) (1,989) - (1,989) ----------- --------- ----------- ---------- Net increase (decrease) in net assets resulting from operations $ 407 $ 407 $ - $ 407 ----------- --------- ----------- ---------- (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 132 Municipal Money Pro Forma Combining Statement of Assets and Liabilities (unaudited) (000's omitted except for per share amounts) October 31, 1999 Pro Forma As Reported (unaudited) ----------------- -------------- Municipal Income Fund Subtotal Adjustments Money Fund ASSETS Investment in corresponding Portfolio $ 293,992 $ 293,992 $ (293,992) (a) Investment in unaffiliated issuers and non- controlled affiliated issuers - - 286,756 (a) $ 286,756 Assets net of liabilities at Portfolio - - 7,236 (a) 7,236 Deferred organization costs - - - (b) - Receivable for Trust shares sold 8 8 - 8 Receivable from administrator - - - (b) - ----------- --------- ------------ ---------- Subtotal 294,000 294,000 - 294,000 ----------- --------- ------------ ---------- LIABILITIES Dividends Payable 4 4 - (a) 4 Payable for Fund expenses - - - - Payable for Trust shares redeemed 111 111 - 111 Payable to Administrator 67 67 - 67 Accrued expenses 44 44 - 44 ----------- --------- ------------ ---------- Subtotal 226 226 - 226 ----------- --------- ------------ ---------- Net Assets - at value $ 293,774 $ 293,774 $ - $ 293,774 ----------- --------- ------------ ---------- Net Assets consist of Par value $ 294 $ 294 $ - $ 294 Paid-in capital 293,479 293,479 - 293,479 Dividends in excess of net - - - - Accumulated realized gain/loss 1 1 - 1 Unrealized gain/loss - - - - ----------- --------- ------------ ---------- Net Assets - at value $ 293,774 $ 293,774 $ - $ 293,774 ----------- --------- ------------ ---------- Shares 293,846 NAV $ 1.00 Shares - Fund Class 293,846 NAV - Fund Class $ 1.00 $ 293,774 ---------- (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at October 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 133 Pro Forma Combining Statement of Operations (unaudited) (000's omitted) Period ended October 31, 1999 Pro Forma As Reported (unaudited) -------------- Municipal Income Fund Subtotal Adjustments Money Fund Investment income Investment income from Portfolio $ 7,259 $ 7,259 $ (7,259)(c) $ - Interest income - - 7,259 7,259 ----------- --------- ------------ ---------- Total Income 7,259 7,259 - 7,259 ----------- --------- ------------ ---------- Expenses Administration fee 604 604 - 604 Investment management fee - - 560 (d) 560 Accounting fees - - 10 (d) 10 Amortization of deferred organization costs - - - - Audit 9 9 33 (d) 42 Custodian 10 10 123 (d) 133 Insurance expense - - 2 (d) 2 Rembursement of expenses previously assumed by administrator - - - - Legal 15 15 13 (d) 28 Registration & filing fees 27 27 - 27 Shareholder reports 28 28 - 28 Transfer agent 33 33 - 33 Trustees 15 15 15 (d) 30 Miscellaneous 10 10 - (d) 10 Portfolio expenses 756 756 (756)(d) - ----------- --------- ------------ ---------- Gross 1,507 1,507 - 1,507 Reductions (7) (7) - (7) ----------- --------- ------------ ---------- Net 1,500 1,500 - 1,500 ----------- --------- ------------ ---------- Net Investment Income (Loss) 5,759 5,759 - 5,759 ----------- --------- ------------ ---------- Realized and Unrealized Gain (Loss) on Investments from Corresponding Portfolio Net realized gain/loss on investment securities 1 1 (1)(e) - Change in net unrealized appreciation/depreciation on investments - - - (e) - ----------- --------- ------------ ---------- Realized and Unrealized Gain (Loss) on Investments Net realized gain/loss on investment securities - 1 (e) 1 Change in net unrealized appreciation/depreciation on investments - - (e) - ----------- ------------ ---------- Net gain (loss) on investments 1 1 - 1 ----------- --------- ------------ ---------- Net increase (decrease) in net assets resulting from operations $ 5,760 $ 5,760 $ - $ 5,760 ----------- --------- ------------ ---------- (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 134 MUNICIPAL SECURITIES TRUST Pro Forma Combining Statement of Assets and Liabilities (unaudited) (000's omitted except for per share amounts) October 31, 1999 Pro Forma As Reported (unaudited) ----------------- ----------------- Municipal Income Fund Subtotal Adjustments Securities Trust ASSETS Investment in corresponding Portfolio $ 34,987 $ 34,987 $ (34,987) (a) Investment in unaffiliated issuers and non- controlled affiliated issuers - - 34,506 (a) $ 34,506 Assets net of liabilities at Portfolio - - 481 (a) 481 Deferred organization costs - - - (b) - Receivable for Trust shares sold 40 40 - 40 Receivable from administrator 4 4 - (b) 4 ----------- --------- ----------- ------------ Subtotal 35,031 35,031 - 35,031 ----------- --------- ----------- ------------ LIABILITIES Dividends Payable 39 39 - (a) 39 Payable for Fund expenses - - - - Payable for Trust shares redeemed - - - - Payable to Administrator - - - - Accrued expenses 35 35 - 35 ----------- --------- ----------- ------------ Subtotal 74 74 - 74 ----------- --------- ----------- ------------ Net Assets - at value $ 34,957 $ 34,957 $ - $ 34,957 ----------- --------- ----------- ------------ Net Assets consist of Par value $ 3 $ 3 $ - $ 3 Paid-in capital 35,657 35,657 - 35,657 Dividends in excess of net investment income - - - - Accumulated realized gain/loss (125) (125) - (125) Unrealized gain/loss (578) (578) - (578) ----------- --------- ----------- ------------ Net Assets - at value $ 34,957 34,957 - $ 34,957 ----------- --------- ----------- ------------ Shares 3,244 NAV $ 10.78 Shares - Fund Class 3,244 NAV - Fund Class $ 10.78 $ 34,957 ------------ (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at October 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 135 Pro Forma Combining Statement of Operations (unaudited) (000's omitted) Period ended October 31, 1999 Pro Forma As Reported (unaudited) ----------------- ----------------- Municipal Income Fund Subtotal Adjustments Securities Trust Investment income Investment income from Portfolio $ 1,780 $ 1,780 $ (1,780) (c) $ - Interest income - - 1,780 1,780 ----------- --------- ----------- ------------ Total Income 1,780 1,780 - 1,780 ----------- --------- ----------- ------------ Expenses Administration fee 103 103 - 103 Investment management fee - - 95 (d) 95 Accounting fees - - 10 (d) 10 Amortization of deferred organization costs Audit 8 8 25 (d) 33 Custodian 10 10 34 (d) 44 Insurance expense - - - (d) - Rembursement of expenses previously assumed by administrator - - - - Legal 15 15 13 (d) 28 Registration & filing fees 25 25 - 25 Shareholder reports 22 22 - 22 Transfer agent 30 30 - 30 Trustees 7 7 7 (d) 14 Miscellaneous 3 3 - (d) 3 Portfolio expenses 184 184 (184) (d) - ----------- --------- ----------- ------------ Gross 407 407 - 407 Reductions (159) (159) - (159) ----------- --------- ----------- ------------ Net 248 248 - 248 ----------- --------- ----------- ------------ Net Investment Income (Loss) 1,532 1,532 - 1,532 ----------- --------- ----------- ------------ Realized and Unrealized Gain (Loss) on Investments from Corresponding Portfolio Net realized gain/loss on investment securities 122 122 (122) (e) - Change in net unrealized appreciation/depreciation on investments (2,049) (2,049) 2,049 (e) - ----------- --------- ----------- ------------ Realized and Unrealized Gain (Loss) on Investments Net realized gain/loss on investment securities - 122 (e) 122 Change in net unrealized appreciation/depreciation on investments - (2,049) (e) (2,049) ----------- ----------- ------------ Net gain (loss) on investments (1,927) (1,927) - (1,927) ----------- --------- ----------- ------------ Net increase (decrease) in net assets resulting from operations $ (395) $ (395) - $ (395) ----------- --------- ----------- ------------ (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 136 INSTITUTIONAL CASH PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) JUNE 30, 2000 AS REPORTED PRO FORMA ------------------------ (UNAUDITED) ---------- INSTITUTIONAL INCOME TRUST SUBTOTAL ADJUSTMENTS CASH FUND ASSETS Investment in corresponding Portfolio $ 326,686 $ 326,686 $ (326,686)(a) Investment in unaffiliated issuers and non-controlled affiliated issuers - - 326,555 (a) $ 326,555 Assets net of liabilities at Portfolio - - 131 (a) 131 Deferred organization costs - - (b) - Receivable for Trust shares sold - - - - Receivable from administrator - - - (b) - ----------- ----------- ----------- ----------- Subtotal 326,686 326,686 - 326,686 LIABILITIES Dividends Payable 1,503 1,503 - (a) 1,503 Payable for Fund expenses - - - - Payable for Trust shares redeemed - - - - Payable to Administrator 30 30 - 30 Accrued expenses 20 20 - 20 ----------- ----------- ----------- ----------- Subtotal 1,553 1,553 - 1,553 ----------- ----------- ----------- ----------- NET ASSETS - AT VALUE $ 325,133 325,133 - 325,133 NET ASSETS CONSIST OF Par value $ 325 325 - 325 Paid-in capital 324,808 324,808 - 324,808 Dividends in excess of net investment income - - - - Accumulated realized gain/loss - - - - Unrealized gain/loss - - - - ----------- ----------- ----------- ----------- NET ASSETS - AT VALUE $ 325,133 $ 325,133 $ - $ 325,133 =========== =========== =========== =========== Shares 325,133 NAV $ 1.00 Shares - Trust Class 325,133 NAV - Trust Class $ 1.00 $ 325,133 =========== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, Assets net of liabilities at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at June 30, 2000, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 137 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) JUNE 30, 2000 AS REPORTED PRO FORMA ------------------------ (UNAUDITED) ---------- INSTITUTIONAL INCOME TRUST SUBTOTAL ADJUSTMENTS CASH FUND INVESTMENT INCOME Investment income from Portfolio $ 1,871 $ 1,871 $ (1,871)(c) $ - Interest income - - 1,871 1,871 ----------- ---------- ---------- ----------- Total Income 1,871 1,871 - 1,871 ----------- ---------- ---------- ----------- EXPENSES Administration fee 40 40 - 40 Investment management fee - - 27 (d) 27 Accounting fees - - - (d) - Amortization of deferred organization costs - - - - Audit 3 3 7 (d) 10 Custodian 2 2 11 (d) 13 Insurance expense - - - (d) - Rembursement of expenses previously assumed by administrator - - - - Legal 2 2 3 (d) 5 Registration & filing fees - - - - Shareholder reports 6 6 - 6 Transfer agent - - - - Trustees 1 1 3 (d) 4 Miscellaneous 14 14 - (d) 14 Portfolio expenses 51 51 (51)(d) - ----------- ---------- ---------- ----------- GROSS 119 119 - 119 Reductions (10) (10) - (10) NET 109 109 - 109 NET INVESTMENT INCOME (LOSS) 1,762 1,762 - 1,762 ----------- ---------- ---------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities - - - (e) - Change in net unrealized appreciation/ depreciation on investments - - - (e) - ----------- ---------- ---------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities - - (e) - Change in net unrealized appreciation/ depreciation on investments - - (e) - Net gain (loss) on investments - - - - ----------- ---------- ---------- ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 1,762 $ 1,762 $ - $ 1,762 =========== ========== ========== =========== (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly. 138 LIMITED MATURITY BOND PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) OCTOBER 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) --------------------------------- ----------- LIMITED MATURITY INCOME FUND INCOME TRUST SUBTOTAL ADJUSTMENTS BOND FUND ASSETS Investment in corresponding Portfolio $ 228,422 $ 41,705 $ 270,127 $ (270,127)(a) Investment in unaffiliated issuers and $ non-controlled affiliated issuers - - - 274,289 (a) $ 274,289 Assets net of liabilities at Portfolio - - - - (a) - Deferred organization costs - - - - (b) - Receivable for Trust shares sold 26 45 71 - 71 Receivable from administrator - - - - (b) - ----------- ----------- ---------- ----------- ----------- Subtotal 228,448 41,750 270,198 4,162 274,360 ----------- ----------- ---------- ----------- ----------- LIABILITIES Dividends Payable 244 1 245 - (a) 245 Liabilities net of expenses at Portfolio - - - 4,162 4,162 Payable for Trust shares redeemed 1,006 103 1,109 - 1,109 Payable to Administrator 62 21 83 - 83 Accrued expenses 95 76 171 - 171 ----------- ----------- ---------- ----------- ----------- Subtotal 1,407 201 1,608 4,162 5,770 NET ASSETS - AT VALUE $ 227,041 $ 41,549 $ 268,590 $ - $ 268,590 =========== =========== ========== =========== =========== NET ASSETS CONSIST OF Par value $ 24 5 $ 29 $ - $ 29 Paid-in capital 252,925 44,408 297,333 - 297,333 Dividends in excess of net investment income (105) (1) (106) - (106) Accumulated realized gain/loss (20,369) (1,584) (21,953) - (21,953) Unrealized gain/loss (5,434) (1,279) (6,713) - (6,713) ----------- ----------- ---------- ----------- ----------- NET ASSETS - AT VALUE $ 227,041 $ 41,549 $ 268,590 $ - $ 268,590 =========== =========== ========== =========== =========== Shares 23,872 4,584 NAV $ 9.51 $ 9.06 Shares - Fund Class 23,872 NAV - Fund Class $ 9.51 $ 227,041 =========== Shares- Trust Class 4,584 NAV- Trust Class $ 9.06 $ 41,549 =========== (a) As a result of the proposed reorganization, investments in unaffiliated issuers and non-controlled affiliated issuers, liabilities net of assets at Portfolio (if any) and Payables for collateral on securities loaned are being transferred from the Portfolio to the Fund. (b) If the proposed reorganization had occurred at October 31, 1999, deferred organization costs, if any, would have been borne by the administrator; however, these costs are expected to be fully amortized before the date of the reorganization. 139 PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) (000'S OMITTED EXCEPT FOR PER SHARE AMOUNTS) PERIOD ENDED OCTOBER 31, 1999 PRO FORMA AS REPORTED (UNAUDITED) --------------------------------- ----------- LIMITED MATURITY INCOME FUND INCOME TRUST SUBTOTAL ADJUSTMENTS BOND FUND FUND INVESTMENT INCOME Investment income from Portfolio $ 17,357 $ 3,685 $ 21,042 $ (21,042)(c) $ - Interest income - - - 21,042 21,042 --------- ---------- --------- ----------- ----------- Total Income 17,357 3,685 21,042 - 21,042 --------- ---------- --------- ----------- ----------- EXPENSES Administration fee 703 277 980 - 980 Investment management fee - - - 792 (d) 792 Accounting fees - - - 10 (d) 10 Amortization of deferred organization costs - - - - - Audit 4 1 5 23 (d) 28 Custodian 10 10 20 127 (d) 147 Insurance expense - - - 4 (d) 4 Rembursement of expenses previously assumed by administrator - - - - - Legal 16 22 38 16 (d) 54 Registration & filing fees 29 40 69 - 69 Shareholder reports 49 70 119 - 119 Transfer agent 224 20 244 - 244 Trustees 16 3 19 20 (d) 39 Miscellaneous 14 2 16 - (d) 16 Portfolio expenses 818 174 992 (992)(d) - --------- ---------- --------- ----------- ----------- GROSS 1,883 619 2,502 - 2,502 Reductions (58) (175) (233) - (233) --------- ---------- --------- ----------- ----------- NET 1,825 444 2,269 - 2,269 --------- ---------- --------- ----------- ----------- NET INVESTMENT INCOME (LOSS) 15,532 3,241 18,773 - 18,773 --------- ---------- --------- ----------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS FROM CORRESPONDING PORTFOLIO Net realized gain/loss on investment securities (3,322) (710) (4,032) 4,032 (e) - Change in net unrealized appreciation /depreciation on investments (6,966) (1,534) (8,500) 8,500 (e) - --------- ---------- --------- ----------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain/loss on investment securities - - (4,032) (e) (4,032) Change in net unrealized appreciation /depreciation on investments - - (8,500) (e) (8,500) --------- ---------- --------- ----------- ----------- Net gain (loss) on investments (10,288) (2,244) (12,532) - (12,532) --------- ---------- --------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 5,244 997 6,241 - 6,241 (c) Income shown in the Pro Forma column reflects amounts received directly from unaffiliated issuers or non-controlled affiliated issuers that were received by the Portfolio. (d) Expenses allocated from the Portfolio. Expenses are expected to be reduced as a result of the reorganization; however, the Company is unable to estimate the reduction. (e) Realized and unrealized gains (losses) on investments from the Portfolio would be recognized by the Fund directly.

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