-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L0COekxBddlr/IjPTpNLJ3iJGxK5iXR8vWX8wTFxpwzSLTNTYbXEkXnmKpbFDGe7 N3+rU65xpCqmStA4ce1K/A== 0000898432-95-000382.txt : 19951121 0000898432-95-000382.hdr.sgml : 19951121 ACCESSION NUMBER: 0000898432-95-000382 CONFORMED SUBMISSION TYPE: 485B24E PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951117 EFFECTIVENESS DATE: 19951117 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER & BERMAN EQUITY TRUST CENTRAL INDEX KEY: 0000906926 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1933 Act SEC FILE NUMBER: 033-64368 FILM NUMBER: 95594719 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1940 Act SEC FILE NUMBER: 811-07784 FILM NUMBER: 95594720 BUSINESS ADDRESS: STREET 1: 605 THIRD AVE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158-0006 BUSINESS PHONE: 2124768800 485B24E 1 As filed with the Securities and Exchange Commission on November 17, 1995 1933 Act Registration No. 33-64368 1940 Act Registration No. 811-7784 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ] Pre-Effective Amendment No. [ ] [ ] Post-Effective Amendment No. [ 6 ] [ X ] (Check appropriate box or boxes) NEUBERGER & BERMAN EQUITY TRUST ------------------------------- (Exact Name of the Registrant as Specified in Charter) 605 Third Avenue New York, New York 10158-0006 (Address of Principal Executive Offices) Registrant's Telephone Number, including area code: (212) 476-8800 Lawrence Zicklin, President Neuberger & Berman Equity Trust 605 Third Avenue, 2nd Floor New York, New York 10158-0006 Arthur C. Delibert, Esq. Kirkpatrick & Lockhart South Lobby - 9th Floor 1800 M Street, N.W. Washington, D.C. 20036-5891 (Names and Addresses of agents for service) Approximate Date of Proposed Public Offering: Continuous It is proposed that this filing will become effective: x immediately upon filing pursuant to paragraph (b) --- --- on ________ __, 1995 pursuant to paragraph (b) --- 60 days after filing pursuant to paragraph (a)(1) --- on __________ pursuant to paragraph (a)(1) --- 75 days after filing pursuant to paragraph (a)(2) --- on __________ pursuant to paragraph (a)(2) Registrant has filed a declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, and filed the notice required by such Rule for its 1995 fiscal year on October 24, 1995. Neuberger & Berman Equity Trust is a "master/feeder fund." This Post-Effective Amendment No. 6 includes signature pages for the master fund, Equity Managers Trust, and appropriate officers and trustees thereof. Page 1 of 12
CALCULATION OF REGISTRATION FEE ------------------------------- Series: Neuberger & Berman Focus Trust Title of Securities Being Amount of Shares Proposed Maximum Offering Proposed Maximum Amount of Registered Being Registered Price Per Unit Aggregate Offering Price Registration Fee ---------------- ---------------- ------------------------- ------------------------ ---------------- Shares of Capital 1,404,494 $14.24 $20,000,000* $4,000* Stock, Par Value $.001
The fee for 1,404,494 shares to be registered by this filing has been computed on the basis of the price in effect on November 14, 1995. ___________________________________ *Calculation of the maximum aggregate offering price is made pursuant to Rule 24e-2 under the Investment Company Act of 1940. The total amount of securities redeemed or repurchased by Neuberger & Berman Focus Trust during the fiscal year ended August 31, 1995 is 190,618.232 shares ($2,413,005.24). All of said redeemed or repurchased securities were used for reductions pursuant to paragraph (c) of Rule 24f-2 in a Rule 24f-2 notice filed on October 24, 1995. None of said redeemed or repurchased securities are being used for reductions in the amendment being filed today.
CALCULATION OF REGISTRATION FEE ------------------------------- Series: Neuberger & Berman Guardian Trust Title of Securities Being Amount of Shares Proposed Maximum Offering Proposed Maximum Amount of Registered Being Registered Price Per Unit Aggregate Offering Price Registration Fee ---------------- ---------------- ------------------------- ------------------------ ---------------- Shares of Capital 43,699,927 $13.73 $600,000,000* $120,000* Stock, Par Value $.001
The fee for 43,699,927 shares to be registered by this filing has been computed on the basis of the price in effect on November 14, 1995. ___________________________________ *Calculation of the maximum aggregate offering price is made pursuant to Rule 24e-2 under the Investment Company Act of 1940. The total amount of securities redeemed or repurchased by Neuberger & Berman Guardian Trust during the fiscal year ended August 31, 1995 is 9,940,073.647 shares ($118,546,959.99). All of said redeemed or repurchased securities were used for reductions pursuant to paragraph (c) of Rule 24f-2 in a Rule 24f- 2 notice filed on October 24, 1995. None of said redeemed or repurchased securities are being used for reductions in the amendment being filed today.
CALCULATION OF REGISTRATION FEE ------------------------------- Series: Neuberger & Berman Manhattan Trust Title of Securities Being Amount of Shares Proposed Maximum Offering Proposed Maximum Amount of Registered Being Registered Price Per Unit Aggregate Offering Price Registration Fee ---------------- ---------------- ------------------------- ------------------------ ---------------- Shares of Capital 722,798 $12.94 $10,000,000* $2,000* Stock, Par Value $.001
The fee for 722,798 shares to be registered by this filing has been computed on the basis of the price in effect on November 14, 1995. ___________________________________ *Calculation of the maximum aggregate offering price is made pursuant to Rule 24e-2 under the Investment Company Act of 1940. The total amount of securities redeemed or repurchased by Neuberger & Berman Manhattan Trust during the fiscal year ended August 31, 1995 is 632,162.761 shares ($7,259,749.83). All of said redeemed or repurchased securities were used for reductions pursuant to paragraph (c) of Rule 24f-2 in a Rule 24f-2 notice filed on October 24, 1995. None of said redeemed or repurchased securities are being used for reductions in the amendment being filed today.
CALCULATION OF REGISTRATION FEE ------------------------------- Series: Neuberger & Berman NYCDC Socially Responsive Trust Title of Securities Being Amount of Shares Proposed Maximum Offering Proposed Maximum Amount of Registered Being Registered Price Per Unit Aggregate Offering Price Registration Fee ---------------- ---------------- ------------------------- ------------------------ ---------------- Shares of Capital 765,697 $13.06 $10,000,000* $2,000* Stock, Par Value $.001
The fee for 765,697 shares to be registered by this filing has been computed on the basis of the price in effect on November 14, 1995. ___________________________________ *Calculation of the maximum aggregate offering price is made pursuant to Rule 24e-2 under the Investment Company Act of 1940. The total amount of securities redeemed or repurchased by Neuberger & Berman NYCDC Socially Responsive Trust during the fiscal year ended August 31, 1995 is 1,424,320.473 shares ($15,146,056.90). All of said redeemed or repurchased securities were used for reductions pursuant to paragraph (c) of Rule 24f-2 in a Rule 24f-2 notice filed on October 24, 1995. None of said redeemed or repurchased securities are being used for reductions in the amendment being filed today.
CALCULATION OF REGISTRATION FEE ------------------------------- Series: Neuberger & Berman Partners Trust Title of Securities Being Amount of Shares Proposed Maximum Offering Proposed Maximum Amount of Registered Being Registered Price Per Unit Aggregate Offering Price Registration Fee ---------------- ---------------- ------------------------- ------------------------ ---------------- $2,000* Shares of Capital 793,508 $12.60 $10,000,000* Stock, Par Value $.001
The fee for 793,508 shares to be registered by this filing has been computed on the basis of the price in effect on November 14, 1995. ___________________________________ *Calculation of the maximum aggregate offering price is made pursuant to Rule 24e-2 under the Investment Company Act of 1940. The total amount of securities redeemed or repurchased by Neuberger & Berman Partners Trust during the fiscal year ended August 31, 1995 is 584,288.258 shares ($6,511,718.93). All of said redeemed or repurchased securities were used for reductions pursuant to paragraph (c) of Rule 24f-2 in a Rule 24f-2 notice filed on October 24, 1995. None of said redeemed or repurchased securities are being used for reductions in the amendment being filed today. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, EQUITY MANAGERS TRUST has duly caused the Post-Effective Amendment No. 6 to be signed on its behalf by the undersigned, thereto duly authorized, in the City and State of New York on the 17th day of November, 1995. EQUITY MANAGERS TRUST By: /s/ Lawrence Zicklin _____________________________ Lawrence Zicklin President Pursuant to the requirements of the Securities Act of 1933, the Post-Effective Amendment No. 72 has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date /s/ Faith Colish Trustee November 17, 1995 _________________________ Faith Colish /s/ Donald M. Cox Trustee November 17, 1995 _________________________ Donald M. Cox /s/ Stanley Egener Chairman of November 17, 1995 _________________________ the Board and Stanley Egener Trustee (Chief Executive Officer) /s/ Howard A. Mileaf Trustee November 17, 1995 _________________________ Howard A. Mileaf /s/ Edward I. O'Brien Trustee November 17, 1995 _________________________ Edward I. O'Brien /s/ John T. Patterson, Jr. Trustee November 17, 1995 __________________________ John T. Patterson, Jr. /s/ John P. Rosenthal Trustee November 17, 1995 __________________________ John P. Rosenthal Signature Title Date /s/ Cornelius T. Ryan Trustee November 17, 1995 __________________________ Cornelius T. Ryan /s/ Gustave H. Shubert Trustee November 17, 1995 __________________________ Gustave H. Shubert /s/ Alan R. Gruber Trustee November 17, 1995 __________________________ Alan R. Gruber /s/ Lawrence Zicklin President and November 17, 1995 __________________________ Trustee Lawrence Zicklin /s/ Michael J. Weiner Vice President November 17, 1995 _________________________ (Principal Michael J. Weiner Financial Officer) /s/ Richard Russell Treasurer November 17, 1995 _________________________ (Principal Richard Russell Accounting Officer) SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, NEUBERGER & BERMAN EQUITY TRUST certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 6 to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City and State of New York on the 17th day of November 1995. NEUBERGER & BERMAN EQUITY TRUST By: /s/ Lawrence Zicklin __________________________ Lawrence Zicklin President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 72 has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date ____________________ ______________________ ___________________ /s/ Faith Colish Trustee November 17, 1995 _________________________ Faith Colish /s/ Donald M. Cox Trustee November 17, 1995 _________________________ Donald M. Cox /s/ Stanley Egener Chairman of November 17, 1995 _________________________ the Board and Stanley Egener Trustee (Chief Executive Officer) /s/ Howard A. Mileaf Trustee November 17, 1995 _________________________ Howard A. Mileaf /s/ Edward I. O'Brien Trustee November 17, 1995 _________________________ Edward I. O'Brien /s/ John T. Patterson, Jr. Trustee November 17, 1995 __________________________ John T. Patterson, Jr. Signature Title Date _____________________ ____________________ ______________________ /s/ John P. Rosenthal Trustee November 17, 1995 __________________________ John P. Rosenthal /s/ Cornelius T. Ryan Trustee November 17, 1995 __________________________ Cornelius T. Ryan /s/ Gustave H. Shubert Trustee November 17, 1995 __________________________ Gustave H. Shubert /s/ Alan R. Gruber Trustee November 17, 1995 __________________________ Alan R. Gruber /s/ Lawrence Zicklin President and November 17, 1995 __________________________ Trustee Lawrence Zicklin /s/ Michael J. Weiner Vice President November 17, 1995 _________________________ (Principal Michael J. Weiner Financial Officer) /s/ Richard Russell Treasurer November 17, 1995 _________________________ (Principal Richard Russell Accounting Officer) EX-99.B10 2 KIRKPATRICK & LOCKHART LLP 1800 M Street, N.W. Washington, D.C. 20036 (202) 778-9000 November 16, 1995 Neuberger & Berman Equity Trust 605 Third Avenue, Second Floor New York, New York 10158-0006 Ladies and Gentlemen: The Trust is a business trust organized under the laws of the State of Delaware and governed by a Trust Instrument dated December 23, 1992. We understand that the Trust is about to file post-effective amendment no. 6 to its registration statement on Form N-1A pursuant to Rule 24e-2 under the Investment Company Act of 1940, as amended ("1940 Act"), for the purpose of increasing the amount of shares of beneficial interest, par value $0.001 per share ("Shares"), proposed to be offered thereby, of the following series of the Trust: Neuberger & Berman Guardian Trust, Neuberger & Berman Manhattan Trust, Neuberger & Berman Partners Trust, Neuberger & Berman Focus Trust, and Neuberger & Berman NYCDC Socially Responsive Trust. As legal counsel to the Trust, we have participated in various matters of Trust operations and other matters relating to the Trust. We have examined copies of the Trust Instrument and the Trust's By-Laws, as now in effect, and the minutes of meetings of the trustees of the Trust, and we are generally familiar with its affairs. For certain matters of fact, we have relied upon representations of officers of the Trust. Based on the foregoing, it is our opinion that the Shares to be registered pursuant to Rule 24e-2, if sold in accordance with the provisions of the Trust's Trust Instrument, By-laws and registration statement, will be legally issued, fully paid and non-assessable. 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. 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 this risk, 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 Neuberger & Berman Equity Trust November 16, 1995 Page 2 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 solely as a result of being a shareholder is limited to circumstances in which: (i) a court refuses to apply Delaware law; (ii) no contractual limitation of liability was in effect; and (iii) the Trust itself would be unable to meet its obligations. We express no opinion as to compliance with the Securities Act of 1933, as amended, the 1940 Act, or applicable state securities laws in connection with the sales of Shares. We hereby consent to this opinion accompanying post-effective amendment no. 6 to the Trust's registration statement which you are about to file with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption "Legal Counsel" in the Statement of Additional Information of each of the above-named series. Very truly yours, KIRKPATRICK & LOCKHART LLP By: /s/ Arthur C. Delibert ------------------------- Arthur C. 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