COVER 18 filename18.htm

 
K&L GATES LLP
1601 K STREET, N.W.
WASHINGTON, DC 20006-1600
T  202.778.9000    F 202.778.9100    klgates.com


October 18, 2022
VIA EDGAR


Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549-1520
Neuberger Berman Equity Funds
--Neuberger Berman Equity Income Fund (Institutional Class, Class A, Class C, Class R3, and Class E)
--Neuberger Berman Large Cap Growth Fund (formerly, Neuberger Berman Guardian Fund) (Institutional Class, Class A, Class C, Investor Class, Advisor Class, Trust Class, Class R3, and Class R6)
File Nos. 002-11357; 811-00582

Re:  Request for Selective Review for Post-Effective Amendment No. 227
Ladies and Gentlemen:
Transmitted herewith for filing on behalf of Neuberger Berman Equity Funds (“Registrant”), pursuant to the Securities Act of 1933, as amended (“1933 Act”), and Rule 485(a) of Regulation C thereunder, and pursuant to the Investment Company Act of 1940, as amended (“1940 Act”), and the regulations thereunder, is Post-Effective Amendment No. 227 to the Registrant’s Registration Statement on Form N-1A (“PEA 227”) on behalf of its series and classes listed above.  PEA 227 includes the prospectus (“Prospectus”) and statement of additional information (“SAI”) relating to the series and classes of the Registrant listed above.  This transmission includes a conformed signature page signed by the Registrant and by power of attorney for a majority of the Trustees, the manually signed originals of which are maintained at the office of the Registrant.

The primary purpose of this filing is to amend the registration statement to reflect changes to the principal investment strategies and principal risks of Neuberger Berman Equity Income Fund and Neuberger Berman Large Cap Growth Fund (formerly, Neuberger Berman Guardian Fund).  This filing is not intended to affect the prospectus or SAI of any other previously registered series (or class of such series) of the Registrant.

 The form of the Prospectus and the section of the Prospectus titled “Your Investment,” and the form of the SAI and the text of the SAI (except the section titled “Investment Information”) do not differ in any significant way from the corresponding disclosure in the


Securities and Exchange Commission
October 18, 2022
Page 2


Prospectus and the SAI contained in the currently effective registration statement for the Registrant and previously reviewed by the Staff in the following registration statements filed pursuant to Rule 485(a):

Post-Effective Amendment No. 220 to the Registrant’s registration statement on Form N-1A filed pursuant to the 1933 Act and Rule 485(a) of Regulation C thereunder, and pursuant to the 1940 Act and the regulations thereunder, for Advisor Class, Institutional Class, Investor Class, Trust Class, Class A, and Class C shares of Neuberger Berman Focus Fund (Accession No. 0000898432-20-000812) (October 9, 2020).
Post-Effective Amendment No. 222 to the Registrant’s registration statement on Form N-1A filed pursuant to the 1933 Act and Rule 485(a) of Regulation C thereunder, and pursuant to the 1940 Act and the regulations thereunder, for Institutional Class, Class A, and Class C shares of Neuberger Berman U.S. Equity Impact Fund (Accession No. 0000898432-20-001027) (December 18, 2020).
Accordingly, we request that the Staff use the limited review procedure of 1933 Act Release No. 6510 (February 15, 1984) in reviewing PEA 227.  Pursuant to Rule 485(a)(1) under the 1933 Act, this PEA 227 will become effective on December  19, 2022. The Registrant respectfully requests that the Staff furnish the Registrant with any comments on this filing by November 21, 2022.  This will assist the Registrant in keeping to its prospectus printing schedule.

Please contact me at (202) 778-9473 with any questions or comments you may have.  Thank you for your attention.

 
Sincerely,
/s/ Franklin H. Na
Franklin H. Na