EXPENSE LIMITATION AGREEMENT NEUBERGER BERMAN EQUITY FUNDS

EXPENSE LIMITATION AGREEMENT
  
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EQUITY FUNDS
  

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ guardian Fund
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ international large cap Fund
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LARGE CAP DISCIPLINED GROWTH FUND
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid cap growth Fund
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ small cap growth FUND
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ socially responsive FUND

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
  

May 15, 2009
  
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
  
Dear Ladies and Gentlemen:
  

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Guardian Fund, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ International Large Cap Fund, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Large Cap Disciplined Growth Fund, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Socially Responsive Fund (each, a “Fund”) are series of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Equity Funds, a Delaware statutory trust (“Trust”).

  

You hereby agree during the respective period noted on Schedule A (“Limitation Period”), to forgo current payment of fees and/or reimburse annual operating expenses of each Fund’s respective Class noted on Schedule A (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, if any, of each Fund) (“Operating Expenses”), so that the Operating Expenses of each Fund’s respective Class are limited to the rate per annum, as noted on Schedule A, of that Class’ average daily net assets (“Expense Limitation”).

  

Each Fund agrees to repay you out of assets attributable to its respective Class noted on Schedule A for any fees forgone by you under the Expense Limitation or any Operating Expenses you reimburse in excess of the Expense Limitation, provided the repayments do not cause that Class’ total operating expenses (exclusive of interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, if any) to exceed the respective annual rate of average daily net assets as noted on Schedule A and the repayments are made within three years after the year in which you incurred the expense.

  

You understand that you shall look only to the assets attributable to the respective Class of the applicable Fund for performance of this Agreement and for payment of any claim you may have hereunder, and neither any other series of the Trust or class of the applicable Fund, nor any of the Trust’s trustees, officers, employees, agents, or shareholders, whether past, present or future, shall be personally liable therefor.  

  

This Agreement is made and to be performed principally in the State of New York, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York. Any amendment to this Agreement shall be in writing signed by the parties hereto.

  

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

    

  

	Very truly yours,
	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EQUITY FUNDS,
	on behalf of
	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ guardian Fund
	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ international large cap Fund
	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LARGE CAP DISCIPLINED GROWTH FUND
	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid cap growth Fund
	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ small cap growth FUND
	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ socially responsive FUND
	By:
	Title:

  
The foregoing Agreement is hereby accepted as of May 15, 2009.
  
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT LLC
  
By:
  
Title:

  

SCHEDULE A

Fund	Class	Limitation Period	Expense Limitation
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Guardian Fund	A	08/31/2013	1.11%
	C	08/31/2013	1.86%
	R3	08/31/2013	1.36%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ International Large Cap Fund	R3	08/31/2013	1.51%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Large Cap Disciplined Growth Fund	R3	08/31/2013	1.36%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund	A	08/31/2013	1.11%
	C	08/31/2013	1.86%
	R3	08/31/2013	1.36%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund	A	08/31/2013	1.26%
	C	08/31/2013	2.01%
	R3	08/31/2013	1.51%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Socially Responsive Fund	A	08/31/2013	1.11%
	C	08/31/2013	1.86%
	R3	08/31/2013	1.36%