NEUBERGER BERMAN EQUITY FUNDS
                                   TRUST CLASS
                           PLAN PURSUANT TO RULE 12b-1


      WHEREAS, Neuberger Berman Equity Funds ("Trust") is an open-end management
investment  company  registered  under the  Investment  Company Act of 1940,  as
amended ("1940 Act"),  and offers for public sale shares of beneficial  interest
in several series (each series a "Fund");

      WHEREAS,  the shares of beneficial  interest of each Fund are divided into
several classes, one of which is designated Trust Class;

      WHEREAS,  the Trust  desires to adopt a plan  pursuant to Rule 12b-1 under
the 1940 Act for the Trust Class,  and the Board of Trustees has determined that
there is a  reasonable  likelihood  that  adoption of said plan will benefit the
Trust Class and its shareholders; and

      WHEREAS,  the Trust has employed Neuberger Berman Management Inc. ("NBMI")
as principal underwriter of the shares of each class of the Trust;

      NOW, THEREFORE,  the Trust, with respect to the Trust Class, hereby adopts
this Plan Pursuant to Rule 12b-1  ("Plan") in  accordance  with Rule 12b-1 under
the 1940 Act on the following terms and conditions:

      1.    This Plan applies to the Funds listed on Schedule A.

      2. A. The Trust Class of each Fund shall pay to NBMI, as compensation  for
selling  Trust  Class  shares  and/or  for  providing  services  to Trust  Class
shareholders,  a fee at the rate specified for that Fund on Schedule A, such fee
to be calculated  and accrued daily and paid monthly or at such other  intervals
as the Board shall determine.

            B. The fees  payable  hereunder  are payable  without  regard to the
aggregate amount that may be paid over the years,  PROVIDED THAT, so long as the
limitations  set forth in Rule 2830 of the Conduct  Rules  ("Rule  2830") of the
National  Association of Securities Dealers,  Inc. ("NASD") remain in effect and
apply to recipients of payments made under this Plan, the amounts paid hereunder
shall not exceed those  limitations,  including  permissible  interest.  Amounts
expended in support of the  activities  described in Paragraph 3.B. of this Plan
may be excluded in determining  whether  expenditures  under the Plan exceed the
appropriate percentage of new gross assets specified in Rule 2830.

      3. A. As principal  underwriter of the Trust's shares, NBMI may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of Trust  Class  shares of the Funds,  including,  but not
limited to,  compensation  to employees of NBMI;  compensation to NBMI and other
broker-dealers that engage in or support the distribution of shares; expenses of
NBMI  and  such  other  broker-dealers  and  entities,  including  overhead  and





telephone  and other  communication  expenses;  the  printing  of  prospectuses,
statements  of  additional  information,  and  reports  for other than  existing
shareholders;  and the  preparation  and  distribution  of sales  literature and
advertising materials.

            B.  NBMI may  spend  such  amounts  as it deems  appropriate  on the
administration and servicing of Trust Class shareholder accounts, including, but
not  limited  to,   responding   to  inquiries   from   shareholders   or  their
representatives  requesting  information  regarding  matters such as shareholder
account or transaction status, net asset value of shares, performance, services,
plans and options,  investment policies,  portfolio holdings,  and distributions
and  taxation  thereof;  and  dealing  with  complaints  and  correspondence  of
shareholders;  including compensation to organizations and employees who service
Trust Class shareholder accounts, and expenses of such organizations,  including
overhead and telephone and other communications expenses.

      4. This Plan shall take effect on December 16, 2000 and shall  continue in
effect  with  respect to each Fund for  successive  periods of one year from its
execution for so long as such continuance is specifically  approved with respect
to such Fund at least annually together with any related agreements, by votes of
a majority of both (a) the Board of Trustees of the Trust and (b) those Trustees
who are not  "interested  persons" of the Trust, as defined in the 1940 Act, and
who have no direct or indirect  financial interest in the operation of this Plan
or any agreements related to it (the "Rule 12b-1 Trustees"), cast in person at a
meeting  or  meetings  called  for the  purpose  of voting on this Plan and such
related  agreements;  and only if the Trustees who approve the implementation or
continuation  of the Plan have reached the conclusion  required by Rule 12b-1(e)
under the 1940 Act.

      5. Any person  authorized  to direct  the  disposition  of monies  paid or
payable by a Fund pursuant to this Plan or any related  agreement  shall provide
to the Trust's Board of Trustees and the Board shall review, at least quarterly,
a written  report of the amounts so  expended  and the  purposes  for which such
expenditures were made.

      6. This Plan may be terminated  with respect to a Fund at any time by vote
of a  majority  of the  Rule  12b-1  Trustees  or by vote of a  majority  of the
outstanding voting securities of the Trust Class of that Fund.

      7. This Plan may not be amended to increase  materially the amount of fees
to be paid by any Fund hereunder  unless such amendment is approved by a vote of
a majority  of the  outstanding  securities  (as defined in the 1940 Act) of the
Trust Class of that Fund,  and no material  amendment  to the Plan shall be made
unless such  amendment is approved in the manner  provided in Paragraph 4 hereof
for annual approval.

      8. While this Plan is in effect,  the selection and nomination of Trustees
who are not interested  persons of the Trust,  as defined in the 1940 Act, shall
be committed to the  discretion of Trustees who are  themselves  not  interested
persons.





      9. The Trust shall preserve copies of this Plan and any related agreements
for a period of not less than six years from the date of  expiration of the Plan
or  agreement,  as the case may be, the first two years in an easily  accessible
place;  and shall  preserve  copies of each report made  pursuant to Paragraph 5
hereof for a period of not less than six years from the date of such report, the
first two years in an easily accessible place.

      IN WITNESS  WHEREOF,  the Trust has  executed  this Plan  Pursuant to Rule
12b-1 as of the day and year set forth below.

Date:                                           NEUBERGER BERMAN EQUITY FUNDS
       -----------------------------



                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



Agreed and assented to:

NEUBERGER BERMAN MANAGEMENT INC.



By:________________________________
Name:
Title:





                                                                      Exhibit 10

                          NEUBERGER BERMAN EQUITY FUNDS
                                   TRUST CLASS
                           PLAN PURSUANT TO RULE 12b-1
                                   SCHEDULE A

      The Trust Class of the following  series of Neuberger  Berman Equity Funds
are subject to this Plan Pursuant to 12b-1, at the fee rates specified:

                                                 Fee (as a Percentage of Average
            SERIES                              DAILY NET ASSETS OF TRUST CLASS)
            ------                              --------------------------------

Neuberger Berman Century Fund                   0.10%

Neuberger Berman Focus Fund                     0.10%

Neuberger Berman Guardian Fund                  0.10%

Neuberger Berman Millennium Fund                0.10%

Neuberger Berman Partners Fund                  0.10%

Neuberger Berman Regency Fund                   0.10%

Neuberger Berman Socially Responsive Fund       0.10%

Neuberger Berman Technology Fund                0.10%


Dated: December 16, 2000






                          NEUBERGER BERMAN EQUITY FUNDS
                                  ADVISOR CLASS
                           PLAN PURSUANT TO RULE 12b-1


      WHEREAS, Neuberger Berman Equity Funds ("Trust") is an open-end management
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"), and offers for public sale shares of beneficial interest
in several series (each series a "Fund");

      WHEREAS, the shares of beneficial interest of each Fund are divided into
several classes, one of which is designated Advisor Class;

      WHEREAS, the Trust desires to adopt a plan pursuant to Rule 12b-1 under
the 1940 Act for the Advisor Class, and the Board of Trustees has determined
that there is a reasonable likelihood that adoption of said plan will benefit
the Advisor Class and its shareholders; and

      WHEREAS, the Trust has employed Neuberger Berman Management Inc.
("NBMI") as principal underwriter of the shares of each class of the Trust;

      NOW, THEREFORE, the Trust, with respect to the Advisor Class, hereby
adopts this Plan Pursuant to Rule 12b-1 ("Plan") in accordance with Rule 12b-1
under the 1940 Act on the following terms and conditions:

      1.    This Plan applies to the Funds listed on Schedule A.

      2.    A. The Advisor Class of each Fund shall pay to NBMI, as compensation
for selling Advisor Class shares and/or for providing services to Advisor Class
shareholders, a fee at the rate specified for that Fund on Schedule A, such fee
to be calculated and accrued daily and paid monthly or at such other intervals
as the Board shall determine.

            B. The fees payable hereunder are payable without regard to the
aggregate amount that may be paid over the years, PROVIDED THAT, so long as the
limitations set forth in Rule 2830 of the Conduct Rules ("Rule 2830") of the
National Association of Securities Dealers, Inc. ("NASD") remain in effect and
apply to recipients of payments made under this Plan, the amounts paid hereunder
shall not exceed those limitations, including permissible interest. Amounts
expended in support of the activities described in Paragraph 3.B. of this Plan
may be excluded in determining whether expenditures under the Plan exceed the
appropriate percentage of new gross assets specified in Rule 2830.

      3.    A. As principal underwriter of the Trust's shares, NBMI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of Advisor Class shares of the Funds, including,
but not limited to, compensation to employees of NBMI; compensation to NBMI and



other broker-dealers that engage in or support the distribution of shares;
expenses of NBMI and such other broker-dealers and entities, including overhead
and telephone and other communication expenses; the printing of prospectuses,
statements of additional information, and reports for other than existing
shareholders; and the preparation and distribution of sales literature and
advertising materials.

            B. NBMI may spend such amounts as it deems appropriate on the
administration and servicing of Advisor Class shareholder accounts, including,
but not limited to, responding to inquiries from shareholders or their
representatives requesting information regarding matters such as shareholder
account or transaction status, net asset value of shares, performance, services,
plans and options, investment policies, portfolio holdings, and distributions
and taxation thereof; and dealing with complaints and correspondence of
shareholders; including compensation to organizations and employees who service
Advisor Class shareholder accounts, and expenses of such organizations,
including overhead and telephone and other communications expenses.

      4. This Plan shall take effect on December 16, 2000 and shall continue in
effect with respect to each Fund for successive periods of one year from its
execution for so long as such continuance is specifically approved with respect
to such Fund at least annually together with any related agreements, by votes of
a majority of both (a) the Board of Trustees of the Trust and (b) those Trustees
who are not "interested persons" of the Trust, as defined in the 1940 Act, and
who have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it (the "Rule 12b-1 Trustees"), cast in person at a
meeting or meetings called for the purpose of voting on this Plan and such
related agreements; and only if the Trustees who approve the implementation or
continuation of the Plan have reached the conclusion required by Rule 12b-1(e)
under the 1940 Act.

      5. Any person authorized to direct the disposition of monies paid or
payable by a Fund pursuant to this Plan or any related agreement shall provide
to the Trust's Board of Trustees and the Board shall review, at least quarterly,
a written report of the amounts so expended and the purposes for which such
expenditures were made.

      6. This Plan may be terminated with respect to a Fund at any time by vote
of a majority of the Rule 12b-1 Trustees or by vote of a majority of the
outstanding voting securities of the Advisor Class of that Fund.

      7. This Plan may not be amended to increase materially the amount of fees
to be paid by any Fund hereunder unless such amendment is approved by a vote of
a majority of the outstanding securities (as defined in the 1940 Act) of the
Advisor Class of that Fund, and no material amendment to the Plan shall be made
unless such amendment is approved in the manner provided in Paragraph 4 hereof
for annual approval.

      8. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Trust, as defined in the 1940 Act, shall
be committed to the discretion of Trustees who are themselves not interested
persons.



      9. The Trust shall preserve copies of this Plan and any related agreements
for a period of not less than six years from the date of expiration of the Plan
or agreement, as the case may be, the first two years in an easily accessible
place; and shall preserve copies of each report made pursuant to Paragraph 5
hereof for a period of not less than six years from the date of such report, the
first two years in an easily accessible place.

      IN WITNESS WHEREOF, the Trust has executed this Plan Pursuant to Rule
12b-1 as of the day and year set forth below.

Date:                               NEUBERGER BERMAN EQUITY FUNDS
      ----------------------


                                    By:
                                         ---------------------------------------
                                    Name:
                                    Title:

Agreed and assented to:

NEUBERGER BERMAN MANAGEMENT INC.



By:________________________________
Name:
Title:



                          NEUBERGER BERMAN EQUITY FUNDS
                                  ADVISOR CLASS
                         PLAN PURSUANT TO RULE 12b-1
                                   SCHEDULE A

      The Advisor Class of the following series of Neuberger Berman Equity Funds
are subject to this Plan Pursuant to 12b-1, at the fee rates specified:

                                        Fee (as a Percentage of Average
            Series                         Daily Net Assets of Advisor Class)
            ------                         ----------------------------------

Neuberger Berman Focus Fund                           0.25%

Neuberger Berman Genesis Fund                         0.25%

Neuberger Berman Guardian Fund                        0.25%

Neuberger Berman Manhattan Fund                       0.25%

Neuberger Berman Partners Fund                        0.25%

      DATED: December 16, 2000