Exhibit (11)
KIRKPATRICK & LOCKHART LLP 1800 Massachusetts Avenue, NW
Suite 200
Washington, DC 20036-1221
202.778.9000
202.778.9100 Fax
www.kl.com
May 2, 2002
Neuberger Berman Equity Funds
605 Third Avenue, Second Floor
New York, New York 10158-0180
Dear Ladies and Gentlemen:
Neuberger Berman Equity Funds ("Trust") is a business trust organized
under the laws of the State of Delaware and governed by a Trust Instrument dated
December 23, 1992. You have requested our opinion regarding certain matters in
connection with the Trust's issuance of shares of beneficial interest in the
Investor Class of Neuberger Berman Century Fund ("Century Fund"), par value
$0.001 per share ("Shares"), pursuant to a Plan of Reorganization ("Plan")
between Century Fund and Neuberger Berman Technology Fund ("Technology Fund").
The Trust is about to file a Registration Statement on Form N-14 to register the
Shares under the Securities Act of 1933, as amended.
Pursuant to the Plan, and assuming shareholder approval, Technology Fund
will transfer its assets to Century Fund, in exchange for Shares identical in
their aggregate value to the outstanding shares of the Technology Fund, and in
exchange for Century Fund agreeing to accept certain liabilities of the
Technology Fund. Technology Fund will then distribute those Shares to its
shareholders and dissolve.
As counsel to the Trust, we have participated in various business and
other proceedings relating to the Trust. We have examined copies, either
certified or otherwise proved to be genuine, of the Trust Instrument and the
By-laws of the Trust, the minutes of meetings of its board of trustees and other
documents relating to its organization and operation, and we are generally
familiar with its business affairs. Based upon the foregoing, it is our opinion
that the Shares currently being registered may be legally and validly issued in
accordance with the Trust's Trust Instrument and By-laws and subject to
compliance with the Securities Act of 1933, the Investment Company At of 1940
and applicable state laws regulating the offer and sale of securities; and when
so issued, the Shares will be legally issued, fully paid and non-assessable by
the Trust.
KIRKPATRICK & LOCKHART LLP
Neuberger Berman Equity Funds
May 2, 2002
Page 2
The Trust is a business trust established pursuant to the Delaware
Business Trust Act ("Delaware Act"). The Delaware Act provides that a
shareholder of the Trust is entitled to the same limitation of personal
liability extended to shareholders of for-profit corporations organized under
the general corporation law of Delaware. To the extent that the Trust or any of
its shareholders becomes subject to the jurisdiction of courts in states which
do not have statutory or other authority limiting the liability of business
trust shareholders, such courts might not apply the Delaware Act and could
subject Trust shareholders to liability.
To guard against the risk that a court might subject Trust shareholders to
liability, the Trust Instrument: (i) requires that every written obligation of
the Trust contain a statement that such obligation may be enforced only against
the assets of the Trust; however, the omission of such a disclaimer will not
operate to create personal liability for any shareholder; and (ii) provides for
indemnification out of Trust property of any shareholder held personally liable,
solely by reason of being a shareholder, for the obligations of the Trust. Thus,
the risk of a Trust shareholder incurring financial loss beyond his or her
investment because of shareholder liability is limited to circumstances in
which: (i) a court refuses to apply Delaware law; (ii) no contractual limitation
of liability is in effect; and (iii) the Trust itself is unable to meet its
obligations.
We express no opinion as to compliance with the Securities Act of 1933,
the Investment Company Act of 1940, or applicable state securities laws in
connection with the sale of Shares.
We hereby consent to the filing of this opinion in connection with the
Trust's Registration Statement of Form N-14 (File Nos. 002-11357 and 811-00582)
to be filed with the Securities and Exchange Commission. We also consent to the
reference to our firm in the Statement of Additional Information filed as part
of the Registration Statement.
Sincerely,
/s/ Kirkpatrick & Lockhart LLP
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Kirkpatrick & Lockhart LLP