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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer
Neuberger & Berman Equity Assets
605 Third Avenue, 2d Floor
New York, NY 10158-0006
2. Name of each series or class of funds for which this notice is filed:
Neuberger & Berman Focus Assets
Neuberger & Berman Guardian Assets
Neuberger & Berman Manhattan Assets
Neuberger & Berman Partners Assets
Neuberger & Berman Socially Responsive Trust
3. Investment Company Act File Number: 811-8106
Securities Act File Number: 33-82568
4. Last day of fiscal year for which this notice is filed: August 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's . 24f-2 declaration: NA [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
NA
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
10,446 $104,273
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
10,446 $104273
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
0 $0
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12. Calculation of registration fee:
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<S> <C> <C>
(i) Aggregate sale price of $ 104,273
securities sold during the -------------------
fiscal year in reliance on
rule 24f-2 (from Item 10):
(ii) Aggregate price of shares
issued in connection with + 0
dividend reinvestment plans -------------------
(from Item 11, if
applicable):
(iii) Aggregate price of shares
redeemed or repurchased - 0
during the fiscal year (if --------------------
applicable):
(iv) Aggregate price of shares
redeemed or repurchased and
previously applied as a + 0
reduction to filing fees --------------------
pursuant to rule 24e-2 (if
applicable)
(v) Net aggregate price of
securities sold and issued
during the fiscal year in $ 104,273.00
reliance on rule 24f-2 [line
(I), plus line (ii), less --------------------
line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by
Section 6(b) of the X 1/3300
Securities Act of 1933 or
other applicable law or --------------------
regulation (see Instruction
C.6):
(vii) Fee due [line (I) or line $ 31.60
(v) multiplied by line
(vi)]: --------------------
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Michael J. Weiner
---------------------------------
Michael J. Weiner, Vice President
---------------------------------
Date: 10/29/96
-----------------
*Please print the name and title of the signing officer below the signature
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
October 28, 1996
Neuberger & Berman Equity Assets
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 October 18,
1993. 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 series known as Neuberger & Berman Partners Assests, which it has
registered under the Securities Act of 1933, as amended ("1933 Act"), and
sold during the fiscal year ended August 31, 1996.
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, 1996, 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,
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,
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Neuberger & Berman Equity Assets
October 28, 1996
Page 2
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(s) 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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