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October 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Neuberger & Berman Equity Funds
--Neuberger & Berman Genesis Fund
--Neuberger & Berman Guardian Fund
--Neuberger & Berman Focus Fund
(Formerly Neuberger & Berman Selected Sectors Fund)
--Neuberger & Berman International Fund
--Neuberger & Berman Manhattan Fund
--Neuberger & Berman Partners Fund
--Neuberger & Berman Socially Responsive Fund
605 Third Avenue, 2nd Floor
New York, New York 10158-0006
1933 Act File Number 2-11357
Rule 24f-2 Notice for
Fiscal Year Ended August 31, 1995
Dear Sir/Madam:
In accordance with Paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940, Neuberger & Berman Equity Funds (the "Funds") hereby
files a Rule 24f-2 Notice to provide the following information required by
that Paragraph:
(i) This Rule 24f-2 Notice is being filed for the Funds' fiscal
period ended August 31, 1995 (the "Fiscal Period");
(ii) No shares of beneficial interest of the Funds ("Shares") which
had been registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 remained unsold at the beginning of the
Fiscal Period;
(iii) No Shares were registered during the Fiscal Period other than
pursuant to Rule 24f-2;
(iv) 100,013,525 Shares were sold during the Fiscal Period;
(v) 100,013,525 Shares were sold during the Fiscal Period in
reliance upon registration pursuant to Rule 24f-2; and
(vi) 61,689,363 Shares were redeemed during the Fiscal Period.
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In accordance with Paragraph (c) of Rule 24f-2, a registration fee of
$304,138.55 is located at the Mellon Bank as payment for the 100,013,525
shares sold during the Fiscal Period. This fee has been calculated in the
manner specified in Section 6(b) of the Securities Act of 1933, except
that, for purposes of such calculation, the fee is based upon the actual
aggregate sales price for which such shares were sold during the Fiscal
Period, reduced by the difference between (1) the actual aggregate
redemption price of shares redeemed during the Fiscal Period, and (2) the
actual aggregate redemption price of such redeemed shares previously
applied by the Funds pursuant to Rule 24e-2(a) in filings made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940. Such calculation
has been made, as follows:
Actual aggregate sales price of
100,013,525 shares sold during Fiscal
Period in reliance on Rule 24f-2 .....................$1,909,119,333
Reduced by difference between
(1) Actual aggregate redemption
price of 61,689,363 shares redeemed
during Fiscal Period....................$1,027,117,544
and
(2) Actual aggregate redemption
price of such redeemed shares
previously applied pursuant to
Rule 24e-2(a).......................... -0- .......$1,027,117,544
Balance of actual aggregate
sales price in respect of which
registration fee is payable.............................$882,001,789
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Fee payable.............................................$ 304,138.55
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As required by Paragraph (b)(1)(v) of Rule 24f-2, we are enclosing with
this Rule 24f-2 Notice an opinion of counsel for the Funds with respect to
the 100,013,525 shares sold during the Fiscal Period in reliance on Rule
24f-2.
Any questions regarding this matter should be addressed to the undersigned
at the above address and telephone number.
Sincerely,
/s/ Michael J. Weiner
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Michael J. Weiner
Vice President
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
October 23, 1995
Neuberger & Berman Equity Funds
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 a Rule 24f-2 Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended ("1940 Act"), for the purpose of making definite the number of
shares of beneficial interest, par value $0.001 per share ("Shares"), of
the following series of the Trust, which it has registered under the
Securities Act of 1933, as amended ("1933 Act"), and sold during the
fiscal year ended August 31, 1995: Neuberger & Berman Genesis Fund,
Neuberger & Berman Guardian Fund, Neuberger & Berman Manhattan Fund,
Neuberger & Berman Partners Fund, Neuberger & Berman Focus Fund, Neuberger
& Berman Socially Responsive Fund, and Neuberger & Berman International
Fund.
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 sold during the fiscal
year ended August 31, 1995, the registration of which will be made
definite by the filing of a Rule 24f-2 Notice, were 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,
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Neuberger & Berman Equity Funds
October 23, 1995
Page 2
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 was in effect; and (iii) the Trust itself would be
unable to meet its obligations.
We express no opinion as to compliance with the 1933 Act, the
1940 Act, or applicable state securities laws in connection with the sales
of Shares.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice 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
/s/ Arthur C. Delibert
By:-------------------------
Arthur C. Delibert
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