As filed with the Securities and Exchange Commission on March 29, 2001
Registration Nos.: 1933 Act Registration No. 333-40090
1940 Act Registration No. 811-582
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. |_| Post-Effective Amendment No. 1
(Check appropriate box or boxes)
Neuberger Berman Equity Funds
(Exact Name of the Registrant as Specified in Charter)
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (212) 476-8800
Michael M. Kassen, President
Neuberger Berman Equity Funds
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
Arthur C. Delibert, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(Names and Addresses of Agents for Service of Process)
For the new shares of Neuberger Berman Equity Funds, the date of the public
offering of those shares was December 15, 2000. The public offering of shares of
Registrant's series is on-going. The title of securities being registered is
shares of capital and common stock.
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b) under the Securities Act of 1933.
No filing fee is due because of Registrant's reliance on Section 24(f) of the
Investment Company Act of 1940, as amended.
Neuberger Berman Equity Funds
Contents of Post-Effective Amendment No. 1 to the
Registration Statement on Form N-14
This Registration Statement consists of the following papers and documents:
Cover Sheet
CONTENTS OF REGISTRATION STATEMENT
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Part C - Other Information
Signature Page
Exhibits
The sole purpose of this filing is to file as an exhibit the opinion and
consent of counsel supporting the tax matters and consequences to shareholders
of the reorganization described in Registrant's Registration Statement, filed on
Form N-14 on June 26, 2000, as required by Item 16(12) of Form N-14. Parts A and
B to this Registration Statement are incorporated by reference to the Combined
Prospectus and Proxy Statement and Statement of Additional Information, each
dated August 15, 2000, filed with the Securities and Exchange Commission under
Rule 497 on August 25, 2000, File No. 333-40090, EDGAR Accession No.
0000898432-00-000550.
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Neuberger Berman Equity Funds
Part C
Other Information
ITEM 15. INDEMNIFICATION.
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A Delaware business trust may provide in its governing instrument for
indemnification of its officers and trustees from and against any and all claims
and demands whatsoever. Article IX, Section 2 of the Trust Instrument provides
that the Registrant shall indemnify any present or former trustee, officer,
employee or agent of the Registrant ("Covered Person") to the fullest extent
permitted by law against liability and all expenses reasonably incurred or paid
by him or her in connection with any claim, action, suit or proceeding
("Action") in which he or she becomes involved as a party or otherwise by virtue
of his or her being or having been a Covered Person and against amounts paid or
incurred by him or her in settlement thereof. Indemnification will not be
provided to a person adjudged by a court or other body to be liable to the
Registrant or its shareholders by reason of "willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office" ("Disabling Conduct"), or not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of the
Registrant. In the event of a settlement, no indemnification may be provided
unless there has been a determination that the officer or trustee did not engage
in Disabling Conduct (i) by the court or other body approving the settlement;
(ii) by at least a majority of those trustees who are neither interested
persons, as that term is defined in the Investment Company Act of 1940 ("1940
Act"), of the Registrant ("Independent Trustees"), nor parties to the matter
based upon a review of readily available facts; or (iii) by written opinion of
independent legal counsel based upon a review of readily available facts.
Pursuant to Article IX, Section 3 of the Trust Instrument, if any
present or former shareholder of any series ("Series") of the Registrant shall
be held personally liable solely by reason of his or her being or having been a
shareholder and not because of his or her acts or omissions or for some other
reason, the present or former shareholder (or his or her heirs, executors,
administrators or other legal representatives or in the case of any entity, its
general successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against all loss and
expense arising from such liability. The Registrant, on behalf of the affected
Series, shall, upon request by such shareholder, assume the defense of any claim
made against such shareholder for any act or obligation of the Series and
satisfy any judgment thereon from the assets of the Series.
Section 9 of the Management Agreement between Neuberger Berman
Management Inc. ("NB Management") and the Registrant provide that neither NB
Management nor any director, officer or employee of NB Management performing
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services for the series of the Registrant at the direction or request of NB
Management in connection with NB Management's discharge of its obligations under
the Agreements shall be liable for any error of judgment or mistake of law or
for any loss suffered by a series in connection with any matter to which the
Agreements relates; provided, that nothing in the Agreements shall be construed
(i) to protect NB Management against any liability to the Registrant or any
series thereof or their interest holders to which NB Management would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of its duties, or by reason of NB Management's reckless
disregard of its obligations and duties under the Agreements, or (ii) to protect
any director, officer or employee of NB Management who is or was a trustee or
officer of the Registrant against any liability to the Registrant or any series
thereof or its interest holders to which such person would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office with
Registrant.
Section 1 of the Sub-Advisory Agreement between NB Management and
Neuberger Berman, LLC ("Neuberger Berman") with respect to the Registrant
provides that, in the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties or of reckless disregard of its
duties and obligations under the Agreement, Neuberger Berman will not be subject
to any liability for any act or omission or any loss suffered by any series of
the Registrant or their interest holders in connection with the matters to which
the Agreements relate.
Section 12 of the Administration Agreements between the Registrant and
NB Management on behalf of each of the classes of shares of each of the
Registrant's series provides that NB Management will not be liable to the
Registrant for any action taken or omitted to be taken by NB Management or its
employees, agents or contractors in carrying out the provisions of the Agreement
if such action was taken or omitted in good faith and without negligence or
misconduct on the part of NB Management, or its employees, agents or
contractors. Section 13 of each Administration Agreement provides that the
Registrant shall indemnify NB Management and hold it harmless from and against
any and all losses, damages and expenses, including reasonable attorneys' fees
and expenses, incurred by NB Management that result from: (i) any claim, action,
suit or proceeding in connection with NB Management's entry into or performance
of the Agreement; or (ii) any action taken or omission to act committed by NB
Management in the performance of its obligations under the Agreement; or (iii)
any action of NB Management upon instructions believed in good faith by it to
have been executed by a duly authorized officer or representative of a Series;
provided, that NB Management will not be entitled to such indemnification in
respect of actions or omissions constituting negligence or misconduct on the
part of NB Management, or its employees, agents or contractors. Amounts payable
by the Registrant under this provision shall be payable solely out of assets
belonging to that Series, and not from assets belonging to any other Series of
the Registrant. Section 14 of each Administration Agreement provides that NB
Management will indemnify the Registrant and hold it harmless from and against
any and all losses, damages and expenses, including reasonable attorneys' fees
and expenses, incurred by the Registrant that result from: (i) NB Management's
failure to comply with the terms of the Agreement; or (ii) NB Management's lack
of good faith in performing its obligations under the Agreement; or (iii) the
negligence or misconduct of NB Management, or its employees, agents or
contractors in connection with the Agreement. The Registrant shall not be
entitled to such indemnification in respect of actions or omissions constituting
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negligence or misconduct on the part of the Registrant or its employees, agents
or contractors other than NB Management, unless such negligence or misconduct
results from or is accompanied by negligence or misconduct on the part of NB
Management, any affiliated person of NB Management, or any affiliated person of
an affiliated person of NB Management.
Section 11 of the Distribution Agreements between the Registrant and NB
Management (on behalf of each class of the Registrant) provides that NB
Management shall look only to the assets of a Series for the Registrant's
performance of the Agreement by the Registrant on behalf of such Series, and
neither the Trustees nor any of the Registrant's officers, employees or agents,
whether past, present or future, shall be personally liable therefor.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
ITEM 16. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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(1) (a) Certificate of Trust. Incorporated by Reference to
Post-Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-582
(Filed August 30, 1995).
(b) Restated Certificate of Trust. Incorporated by
Reference to Post-Effective Amendment No. 82 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 21, 1998).
(c) Trust Instrument of Neuberger Berman Equity Funds.
Incorporated by Reference to Post-Effective Amendment
No. 70 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582 (Filed August 30, 1995).
5
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(d) Schedule A - Current Series of Neuberger Berman
Equity Funds. Incorporated by Reference to
Post-Effective Amendment No. 92 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-582
(Filed December 14, 2000).
(2) By-laws of Neuberger Berman Equity Funds.
Incorporated by Reference to Post-Effective Amendment
No. 70 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582 (Filed August 30, 1995).
(3) Voting Trust Agreement. Not Applicable.
(4) Plan of Reorganization. Incorporated by Reference to
Registrant's Registration Statement Filed on Form
N-14, File Nos. 333-40090 and 811-582 (Filed June 26,
2000).
(5) (a) Trust Instrument of Neuberger Berman Equity Funds,
Articles IV, V, and VI. Incorporated by Reference to
Post-Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-582
(Filed August 30, 1995).
(b) By-Laws of Neuberger Berman Equity Funds, Articles V,
VI, and VIII. Incorporated by Reference to
Post-Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-582
(Filed August 30, 1995).
(6) (a) (i) Form of Management Agreement Between Neuberger
Berman Equity Funds and Neuberger Berman
Management Inc. Filed Herewith.
(ii) Schedule A - Series of Equity Funds Currently
Subject to the Management Agreement.
Incorporated by Reference to Post-Effective
Amendment No. 92 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582 (Filed
December 14, 2000).
(iii) Schedule B - Schedule of Compensation Under the
Management Agreement. Incorporated by
Reference to Post-Effective Amendment No. 92 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 14, 2000).
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EXHIBIT
NUMBER DESCRIPTION
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(b) (i) Form of Sub-Advisory Agreement Between
Neuberger Berman Management Inc. and Neuberger
Berman, LLC with Respect to Neuberger Berman
Equity Funds. Filed Herewith.
(ii) Schedule A - Series of Equity Funds Currently
Subject to the Sub-Advisory Agreement.
Incorporated by Reference to Post-Effective
Amendment No. 92 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582 (Filed
December 14, 2000).
(7) (a) Form of Distribution Agreement Between Neuberger
Berman Equity Funds and Neuberger Berman Management
Inc. with Respect to Investor Class Shares. Filed
Herewith.
(i) Schedule A - Series of Neuberger Berman Equity Funds
Investor Class Currently Subject to the Distribution
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 92 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-582
(Filed December 14, 2000).
(b) Form of Distribution and Services Agreement Between
Neuberger Berman Equity Funds and Neuberger Berman
Management Inc. with Respect to Trust Class Shares.
Filed Herewith.
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EXHIBIT
NUMBER DESCRIPTION
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(i) Schedule A - Series of Neuberger Berman Equity Funds
Trust Class Currently Subject to the Distribution and
Services Agreement. Incorporated by Reference to
Post-Effective Amendment No. 92 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-582
(Filed December 14, 2000).
(c) Form of Distribution Agreement Between Neuberger
Berman Equity Funds and Neuberger Berman Management
Inc. with Respect to Neuberger Berman Genesis Fund,
Neuberger Berman International Fund and Neuberger
Berman Manhattan Fund. Filed Herewith.
(i) Schedule A - Series of Neuberger Berman Equity Funds
Currently Subject to the Distribution Agreement. Filed
Herewith.
(d) Form of Distribution and Services Agreement Between
Neuberger Berman Equity Funds and Neuberger Berman
Management Inc. with Respect to Advisor Class Shares.
Filed Herewith.
(i) Schedule A - Series of Neuberger Berman Equity Funds
Advisor Class Currently Subject to the Distribution
and Services Agreement. Incorporated by Reference to
Post-Effective Amendment No. 92 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-582
(Filed December 14, 2000).
(e) Form of Distribution Agreement Between Neuberger
Berman Equity Funds and Neuberger Berman Management
Inc. with Respect to Institutional Class Shares. Filed
Herewith.
(i) Schedule A - Series of Neuberger Berman Equity Funds
Institutional Class Currently Subject to the
Distribution and Services Agreement. Incorporated by
Reference to Post-Effective Amendment No. 92 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 14, 2000).
(8) Bonus, Profit Sharing or Pension Plans. None.
(9) (a) Custodian Contract Between Neuberger Berman Equity
Funds and State Street Bank and Trust Company.
Incorporated by Reference to Post-Effective Amendment
No. 74 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582 (Filed December 15, 1995).
(b) Schedule of Compensation under the Custodian
Contract. Incorporated by Reference to Post-Effective
Amendment No. 76 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582 (Filed
December 5, 1996).
(10) Plans Pursuant to Rule 12b-1. Filed Herewith.
8
EXHIBIT
NUMBER DESCRIPTION
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(11) Opinion and Consent of Kirkpatrick & Lockhart LLP on
Securities Matters with Respect to Neuberger Berman
Equity Funds. Incorporated by Reference to
Registrant's Registration Statement on Form N-14,
File Nos. 333-40090 and 811-582 (Filed June 26, 2000).
(12) Opinions of Counsel Supporting Tax Matters. Filed
Herewith.
(13) (a) (i) Transfer Agency and Service Agreement Between
Neuberger Berman Equity Funds and State Street
Bank and Trust Company. Incorporated by
Reference to Post-Effective Amendment No. 70 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed August 30, 1995).
(ii) First Amendment to Transfer Agency and Service
Agreement Between Neuberger Berman Equity Funds
and State Street Bank and Trust Company.
Incorporated by Reference to Post-Effective
Amendment No. 70 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582 (Filed
August 30, 1995).
(iii) Second Amendment to Transfer Agency and Service
Agreement between Neuberger Berman Equity Funds
and State Street Bank and Trust Company.
Incorporated by Reference to Post-Effective
Amendment No. 77 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582 (Filed
December 12, 1997).
(iv) Schedule of Compensation under the Transfer
Agency and Service Agreement. Incorporated by
Reference to Post-Effective Amendment No. 76
(Filed December 5, 1996) to Registrant's
Registration Statement, File Nos. 2-11357 and
811-582.
(b) (i) Form of Administration Agreement Between
Neuberger Berman Equity Funds and Neuberger
Berman Management Inc. with Respect to Investor
Class Shares. Filed Herewith.
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EXHIBIT
NUMBER DESCRIPTION
------ -----------
(ii) Schedule A - Series of Neuberger Berman Equity
Funds Investor Class Currently Subject to the
Administration Agreement. Incorporated by
Reference to Post-Effective Amendment No. 92 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 14, 2000).
(iii) Schedule B - Schedule of Compensation Under the
Administration Agreement with Respect to
Investor Class Shares. Incorporated by
Reference to Post-Effective Amendment No. 92 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 14, 2000).
(c) (i) Form of Administration Agreement Between
Neuberger Berman Equity Funds and Neuberger
Berman Management Inc. with Respect to Trust
Class Shares. Filed Herewith.
(ii) Schedule A - Series of Neuberger Berman Equity
Funds Trust Class Currently Subject to the
Administration Agreement. Incorporated by
Reference to Post-Effective Amendment No. 92 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 14, 2000).
(iii) Schedule B - Schedule of Compensation Under the
Administration Agreement with Respect to Trust
Class Shares. Incorporated by Reference to
Post-Effective Amendment No. 92 to Registrant's
Registration Statement, File Nos. 2-11357 and
811-582 (Filed December 14, 2000).
(d) (i) Form of Administration Agreement Between
Neuberger Berman Equity Funds and Neuberger
Berman Management Inc. with Respect to Advisor
Class Shares. Filed Herewith.
10
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(ii) Schedule A - Series of Neuberger Berman Equity
Funds Advisor Class Currently Subject to the
Administration Agreement. Incorporated by
Reference to Post-Effective Amendment No. 92 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 14, 2000).
(iii) Schedule B - Schedule of Compensation Under the
Administration Agreement with Respect to
Advisor Class Shares. Incorporated by
Reference to Post-Effective Amendment No. 92 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 14, 2000).
(e) (i) Form of Administration Agreement Between
Neuberger Berman Equity Funds and Neuberger
Berman Management Inc. with Respect to
Institutional Class Shares. Filed Herewith.
(ii) Schedule A - Series of Neuberger Berman Equity
Funds Institutional Class Currently Subject to
the Administration Agreement. Incorporated by
Reference to Post-Effective Amendment No. 92 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 14, 2000).
(iii) Schedule B - Schedule of Compensation Under the
Administration Agreement with Respect to
Institutional Class Shares. Incorporated by
Reference to Post-Effective Amendment No. 92 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582 (Filed December 14, 2000).
(14) Consent of Independent Auditors. Previously filed in
Registrant's Registration Statement on Form N-14,
File Nos. 333-40090 and 811-582 (Filed June 26,
2000).
(15) Financial Statements Omitted from Prospectus. None.
(16) Power of Attorney. Incorporated by Reference to
Registrant's Registration Statement on Form N-14,
File Nos. 333-40090 and 811-582 (Filed June 26, 2000).
11
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(17) Form of Proxy Card. Incorporated by Reference to
Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-14, File Nos.
333-40090 and 811-582 (Filed August 7, 2000).
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ITEM 17. UNDERTAKINGS
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(1) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is part of
this Registration Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, as amended, the reoffering prospectus will contain the information
called for by the applicable registration form for the reofferings by
persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
Registration Statement and will not be used until the amendment is
effective, and that in determining liability under the Securities Act of
1933, as amended, each post-effective amendment shall be deemed to be a
new Registration Statement for the securities offered therein; and the
offering of the securities at that time shall be deemed to be initial BONA
FIDE offering of them.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, NEUBERGER BERMAN EQUITY FUNDS,
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment No. 1 to its Registration Statement on Form N-14
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York and the State of
New York, on the 8th day of February, 2001.
NEUBERGER BERMAN EQUITY FUNDS
BY: /s/ Michael M. Kassen
---------------------
Michael M. Kassen
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following persons in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Arthur C. Delibert Attorney In Fact February 8, 2000
---------------------- For the Persons
Arthur C. Delibert Listed Below
SIGNATURE TITLE
--------- -----
John Cannon* Trustee
Faith Colish* Trustee
Walter G. Ehlers* Trustee
C. Anne Harvey* Trustee
Barry Hirsch* Trustee
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Michael M. Kassen* President and Trustee
Robert A. Kavesh* Trustee
Howard A. Mileaf* Trustee
Edward I. O'Brien* Trustee
John P. Rosenthal* Trustee
William E. Rulon* Trustee
Cornelius T. Ryan* Trustee
Tom Decker Seip* Trustee
Gustave H. Shubert* Trustee
Candace L. Straight* Trustee
Peter E. Sundman* Chairman of the Board,
Chief Executive Officer,
and Trustee
Peter P. Trapp* Trustee
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