<PAGE>
As filed with the Securities and Exchange Commission on December 7, 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. [__7__] [__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. 7 includes signature pages for the master
fund, Equity Managers Trust, and appropriate officers and trustees
thereof.
Page _______ of _______
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
Series: Neuberger & Berman Focus Trust
Title of Proposed Maximum
Securities Amount of Shares Proposed Maximum Aggregate Offering Amount of
Being Registered Being Registered Offering Price Per Unit Price Registration Fee
---------------- ---------------- ----------------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Shares of Capital 814,604.30 $14.24 $11,599,965.23* $4,000*
Stock, Par Value
$.001
</TABLE>
The purpose of this filing is, pursuant to staff instructions, to reduce
the number of shares registered in Post-Effective Amendment No. 6, filed
on November 17, 1995. The fee for 814,604.30 shares to be registered by
this filing has been recalculated retroactively 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.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
Series: Neuberger & Berman Guardian Trust
Title of Proposed
Securities Amount of Shares Proposed Maximum Maximum Aggregate Amount of
Being Registered Being Registered Offering Price Per Unit Offering Price Registration Fee
---------------- ---------------- ----------------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Shares of Capital 25,345,793.57 $13.73 $347,997,745.70* $120,000*
Stock, Par Value
$.001
</TABLE>
The purpose of this filing is, pursuant to staff instructions, to reduce
the number of shares registered in Post-Effective Amendment No. 6, filed
on November 17, 1995. The fee for 25,345,793.57 shares to be registered
by this filing has been recalculated retroactively 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.
<PAGE>
<TABLE>
<CAPTION> CALCULATION OF REGISTRATION FEE
-------------------------------
Series: Neuberger & Berman Manhattan Trust
Title of Proposed
Securities Amount of Shares Proposed Maximum Maximum Aggregate Amount of
Being Registered Being Registered Offering Price Per Unit Offering Price Registration Fee
---------------- ---------------- ----------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Shares of Capital 448,220.86 $12.94 $5,779,997.93* $2,000*
Stock, Par Value
$.001
</TABLE>
The purpose of this filing is, pursuant to staff instructions, to reduce
the number of shares registered in Post-Effective Amendment No. 6, filed
on November 17, 1995. The fee for 448,220.86 shares to be registered by
this filing has been recalculated retroactively 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.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
Series: Neuberger & Berman NYCDC Socially Responsive Trust
Title of Proposed
Securities Amount of Shares Proposed Maximum Maximum Aggregate Amount of
Being Registered Being Registered Offering Price Per Unit Offering Price Registration Fee
---------------- ---------------- ----------------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Capital 444,102.89 $13.06 $5,799,983.74* $2,000*
Stock, Par Value
$.001
</TABLE>
The purpose of this filing is, pursuant to staff instructions, to reduce
the number of shares registered in Post-Effective Amendment No. 6, filed
on November 17, 1995. The fee for 444,102.89 shares to be registered by
this filing has been recalculated retroactively 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.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Series: Neuberger & Berman Partners Trust
Title of Proposed Maximum Proposed Maximum
Securities Amount of Shares Offering Price Aggregate Offering Amount of
Being Registered Being Registered Per Unit Price Registration Fee
---------------- ---------------- ----------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Shares of Capital 460,313.78 $12.60 $5,799,953.63* $2,000*
Stock, Par Value
$.001
</TABLE>
The purpose of this filing is, pursuant to staff instructions, to reduce
the number of shares registered in Post-Effective Amendment No. 6, filed
on November 17, 1995. The fee for 460,313.78 shares to be registered by
this filing has been recalculated on the basis of the retroactive
adjustment to 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.
<PAGE>
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. 7 to be signed on its behalf by the
undersigned, thereto duly authorized, in the City and State of New York on
the 5th day of December 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. 7 has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Faith Colish Trustee December 5, 1995
--------------------------
Faith Colish
/s/ Donald M. Cox Trustee December 5, 1995
--------------------------
Donald M. Cox
/s/ Stanley Egener Chairman of the Board and December 5, 1995
-------------------------- Trustee (Chief Executive
Stanley Egener Officer)
/s/ Howard A. Mileaf Trustee December 5, 1995
--------------------------
Howard A. Mileaf
/s/ Edward I. O'Brien Trustee December 5, 1995
--------------------------
Edward I. O'Brien
/s/ John T. Patterson, Jr. Trustee December 5, 1995
--------------------------
John T. Patterson, Jr.
/s/ John P. Rosenthal Trustee December 5, 1995
--------------------------
John P. Rosenthal
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Cornelius T. Ryan Trustee December 5, 1995
--------------------------
Cornelius T. Ryan
/s/ Gustave H. Shubert Trustee December 5, 1995
--------------------------
Gustave H. Shubert
/s/ Alan R. Gruber Trustee December 5, 1995
--------------------------
Alan R. Gruber
/s/ Lawrence Zicklin President and Trustee December 5, 1995
--------------------------
Lawrence Zicklin
/s/ Michael J. Weiner Vice President (Principal December 5, 1995
-------------------------- Financial Officer)
Michael J. Weiner
/s/ Richard Russell Treasurer (Principal December 5, 1995
-------------------------- Accounting Officer)
Richard Russell
</TABLE>
<PAGE>
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. 7 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 5th day of December 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. 7 has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Faith Colish Trustee December 5, 1995
Faith Colish
/s/ Donald M. Cox Trustee December 5, 1995
--------------------------
Donald M. Cox
/s/ Stanley Egener Chairman of the Board and December 5, 1995
-------------------------- Trustee (Chief Executive
Stanley Egener Officer)
/s/ Howard A. Mileaf Trustee December 5, 1995
--------------------------
Howard A. Mileaf
/s/ Edward I. O'Brien Trustee December 5, 1995
--------------------------
Edward I. O'Brien
/s/ John T. Patterson, Jr. Trustee December 5, 1995
--------------------------
John T. Patterson, Jr.
/s/ John P. Rosenthal Trustee December 5, 1995
--------------------------
John P. Rosenthal
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Cornelius T. Ryan Trustee December 5, 1995
--------------------------
Cornelius T. Ryan
/s/ Gustave H. Shubert Trustee December 5, 1995
--------------------------
Gustave H. Shubert
/s/ Alan R. Gruber Trustee December 5, 1995
--------------------------
Alan R. Gruber
/s/ Lawrence Zicklin President and Trustee December 5, 1995
--------------------------
Lawrence Zicklin
/s/ Michael J. Weiner Vice President (Principal December 5, 1995
-------------------------- Financial Officer)
Michael J. Weiner
/s/ Richard Russell Treasurer (Principal Accounting December 5, 1995
-------------------------- Officer)
Richard Russell
</TABLE>
<PAGE>
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
December 5, 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. 7 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 adjusting 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. This post-effective amendment no. 7
supersedes post-effective amendment no. 6, as a result of the retroactive
increase in the fees for registering the shares registered by post-
effective amendment no. 6.
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.
<PAGE>
Neuberger & Berman Equity Trust
December 5, 1995
Page 2
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
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. 7 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
/s/ Arthur C. Delibert
By: ---------------------------
Arthur C. Delibert
<PAGE>
