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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant[x]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
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NEUBERGER & BERMAN EQUITY FUNDS
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NEUBERGER & BERMAN INTERNATIONAL FUND
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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NEUBERGER & BERMAN EQUITY FUNDS
NEUBERGER & BERMAN INTERNATIONAL FUND
September __, 1995
Dear Shareholder:
The Neuberger & Berman International Fund ("Fund"), a series of
Neuberger & Berman Equity Funds ("Trust"), will be holding a special
meeting of shareholders ("Meeting") on October 24, 1995. A Notice of
Meeting, Proxy Statement and Proxy Card are enclosed.
The Fund invests all of its net investable assets in the
International Portfolio ("Portfolio") of Global Managers Trust ("Managers
Trust"). The Portfolio's investment adviser recently informed the
trustees of Managers Trust that it intends to terminate the current
investment advisory agreement effective November 1, 1995. The termination
will leave the Portfolio without an investment adviser. The trustees of
Managers Trust have approved the selection of Neuberger & Berman
Management Incorporated ("N&B Management") as the Portfolio's investment
adviser and Neuberger & Berman, L.P. ("Neuberger & Berman") as its sub-
adviser, and have called a meeting of investors in the Portfolio to
approve the new advisory arrangements.
The purpose of the Meeting, among other things, is to authorize
the Trust, on behalf of the Fund, to vote at the meeting of Portfolio
investors and to obtain voting instructions with respect thereto. The
Fund will cast its vote on the matters discussed in the enclosed Proxy
Statement in the same proportion as the votes cast by the Fund's
shareholders at the Meeting.
The Proxy Statement explains each proposal in detail. I urge you
to read it carefully. Before you do so, however, permit me to summarize
briefly the matters on which we are asking you to vote.
o Proposal 1A requests that you approve a proposed
investment advisory and administration agreement
("Management Agreement") between Managers Trust, on
behalf of the Portfolio, and N&B Management and a
proposed sub-advisory agreement ("Sub-Advisory
Agreement") between N&B Management and Neuberger &
Berman.
With your approval, N&B Management would replace the
current investment adviser on November 1, 1995 and would
provide the same portfolio management services. There
would be no change in the Fund's investment objective or
policies or in the personnel responsible for daily
management of the Portfolio.
Although the fees paid by the Portfolio for investment
advisory and administrative services would increase under
the proposed arrangements, this increase would be more
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than offset by a decrease in the administration fees paid
by the Fund. Accordingly, the aggregate rate of advisory
and administrative fees borne by shareholders would be
reduced by 0.16% of average daily net assets at current
asset levels.
o Proposal 1B requests that you ratify the selection of
Ernst & Young as the Portfolio's independent
auditors.
o Proposal 2 requests that you ratify the selection of
Ernst & Young LLP as the Fund's independent auditors.
Please vote promptly by signing, dating and returning your Proxy
Card. Should you have any questions about the proposals, please do not
hesitate to call us, toll free, at 1-800-877-9700. Thank you for your
cooperation and support.
Sincerely,
Stanley Egener
Chairman of the Board
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Preliminary copy for
the information of
the Securities and
Exchange Commission;
File No. 811-582;
Rule 14a-6
NEUBERGER & BERMAN EQUITY FUNDS
NEUBERGER & BERMAN INTERNATIONAL FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
October 24, 1995
To the Shareholders:
A special meeting ("Meeting") of the shareholders of the
Neuberger & Berman International Fund ("Fund"), a series of Neuberger &
Berman Equity Funds ("Trust"), will be held on October 24, 1995 at 11:00
a.m., eastern time, at the offices of Neuberger & Berman, L.P. ("Neuberger
& Berman"), 41st Floor, 605 Third Avenue, New York, New York 10158 for
the following purposes:
1. To authorize the Trust, on behalf of the Fund, to vote at
a meeting of investors in the International Portfolio
("Portfolio") of Global Managers Trust ("Managers
Trust"):
A. To approve a Management Agreement between
Managers Trust, on behalf of the Portfolio, and
Neuberger & Berman Management Incorporated ("N&B
Management") and a Sub-Advisory Agreement between
N&B Management and Neuberger & Berman; and
B. To ratify the selection of Ernst & Young as the
independent auditors of the Portfolio.
2. To ratify the selection of Ernst & Young LLP as the
independent auditors of the Fund.
3. To transact such other business as may properly come
before the meeting or any adjournments thereof.
You will be entitled to vote at the Meeting and any adjournments
thereof if you owned shares of the Fund at the close of business on August
25, 1995. If you attend the Meeting, you may vote your shares in person.
If you do not expect to attend the Meeting, please complete, date, sign
and return the enclosed proxy card in the enclosed postage paid envelope.
By order of the Board of Trustees,
Claudia A. Brandon
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Secretary
September __, 1995
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy
card, date and sign the card, and return the card in the envelope
provided. If you sign, date and return the proxy card but give no voting
instructions, your shares will be voted "FOR" the proposals noticed above.
In order to avoid the additional expense of further solicitation, we ask
your cooperation in mailing your proxy card promptly. Unless proxy cards
submitted by corporations and partnerships are signed by the appropriate
persons as indicated in the voting instructions on the proxy card, they
will not be voted.
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NEUBERGER & BERMAN EQUITY FUNDS
NEUBERGER & BERMAN INTERNATIONAL FUND
605 Third Avenue, 2nd Floor, New York, New York 10158
PROXY STATEMENT
Special Meeting of Shareholders to Be Held on October 24, 1995
This proxy statement is furnished in connection with the
solicitation of proxies by the board of trustees ("Trustees") of Neuberger
& Berman Equity Funds ("Trust") for use at the special meeting of
shareholders of the Neuberger & Berman International Fund ("Fund") to be
held on October 24, 1995 and at any adjournments thereof ("Meeting").
This proxy statement will first be mailed to shareholders on or about
September 15, 1995.
A majority of the shares of the Fund ("Shares") outstanding on
August 25, 1995 ("Record Date"), represented in person or by proxy, must
be present for the transaction of business at the Meeting. In the absence
of such a quorum or in the event that a quorum is present at the Meeting
but votes sufficient to approve any of the proposals are not received, the
persons named as proxies may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of a majority of those Shares
represented at the Meeting in person or by proxy. If a quorum is not
present, the persons named as proxies will vote those proxies which they
are entitled to vote FOR any such proposal in favor of such an
adjournment, and will vote those proxies required to be voted AGAINST any
such proposal against such adjournment. A shareholder vote may be taken
on one or more of the proposals in this proxy statement prior to any such
adjournment if sufficient votes have been received and it is otherwise
appropriate.
Broker non-votes are shares held in "street name" for which the
broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and the broker does
not have discretionary voting authority. Abstentions and broker non-votes
will be counted as Shares present for purposes of determining whether a
quorum is present but will not be voted for or against any adjournment.
Accordingly, abstentions and broker non-votes effectively will be a vote
against adjournment or against the proposal where the required vote is a
percentage of the Shares present. Abstentions and broker non-votes will
not be counted, however, as votes cast for purposes of determining whether
sufficient votes have been received to approve a proposal.
The individuals named as proxies in the enclosed proxy card will
vote in accordance with your directions as indicated thereon if your proxy
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card is received properly executed. If you give no voting instructions,
your Shares will be voted in favor of the proposals described in this
proxy statement. Your proxy card may be revoked by giving another proxy,
by letter or telegram revoking your proxy if received by the Fund prior to
the Meeting, or by appearing and voting at the Meeting.
As of the Record Date, the Fund had _________ Shares issued and
outstanding. Each full Share of the Fund is entitled to one vote, and
each fractional Share is entitled to a proportionate share of one vote for
such purposes. To the knowledge of the Fund's management, as of the
Record Date, the officers and trustees of the Trust, individually and as a
group, owned less than 1% of the outstanding voting Shares of the Fund.
All costs associated with the Meeting, including the solicitation of
proxies, will be borne by Neuberger & Berman Management Incorporated ("N&B
Management"). Solicitations will be made primarily by mail but also may
include telephone communications by regular employees of N&B Management,
the Fund's administrator, who will not receive any compensation therefor
from the Fund.
You may obtain a copy of the Fund's most recent annual report to
shareholders and any subsequent semi-annual report, free of charge, by
writing to Neuberger & Berman Management Incorporated at 605 Third Avenue,
2nd Floor, New York, New York 10158 or by calling 1-800-877-9700.
PROPOSAL 1. TO AUTHORIZE VOTES AT THE MEETING OF
PORTFOLIO INVESTORS
Summary
The Fund invests all of its net investable assets in the
International Portfolio ("Portfolio") of Global Managers Trust ("Managers
Trust"). The Portfolio, in turn, invests in securities in accordance with
an investment objective, policies, and limitations identical to those of
the Fund. Under this "master/feeder fund structure," the investment
performance of the Fund directly corresponds with the investment
performance of the Portfolio.
The trustees of Managers Trust have proposed that a new
investment adviser and sub-adviser be appointed to manage the Portfolio's
assets. BNP-N&B Global Asset Management L.P. ("BNP-N&B Global"), a joint
venture of Neuberger & Berman, L.P. ("Neuberger & Berman") and Banque
Nationale de Paris ("BNP"), has served as investment adviser to the
Portfolio since its inception, pursuant to an investment advisory
agreement between Managers Trust and BNP-N&B Global ("Investment Advisory
Agreement").
BNP-N&B Global recently informed the trustees of Managers Trust
that it intends to terminate the Investment Advisory Agreement effective
November 1, 1995; BNP-N&B Global is expected to be dissolved shortly
thereafter. Such termination will leave the Portfolio without an
investment adviser.
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The trustees of Managers Trust believe that it would be in the
best interests of the Portfolio to appoint Neuberger & Berman Management
Incorporated ("N&B Management") as the Portfolio's investment adviser and
Neuberger & Berman as its sub-adviser. At a meeting held on August 8,
1995, the trustees of Managers Trust unanimously (1) approved an
investment advisory agreement between Managers Trust and N&B Management
("Management Agreement") and a sub-advisory agreement between N&B
Management and Neuberger & Berman ("Sub-Advisory Agreement") and (2) voted
to submit the Management and Sub-Advisory Agreements to investors in the
Portfolio for approval. These decisions included the unanimous approval
of all trustees who are not "interested persons," as that term is defined
in the Investment Company Act of 1940 ("1940 Act"), of N&B Management or
Neuberger & Berman.
Despite the dissolution of BNP-N&B Global, N&B Management would
have access to significant resources and expertise in global equity
markets. Neuberger & Berman, as sub-adviser to the Portfolio, and BNP
intend to continue technical exchanges of research and analysis; moreover,
the current portfolio manager, Mr. Felix Rovelli, and other senior
personnel of BNP-N&B Global are expected to become officers of N&B
Management and employees of Neuberger & Berman. There would be no change
in the investment objective, policies or strategies of the Portfolio or
the Fund.
Approval of the new advisory arrangements would necessitate
certain changes in administration of the Portfolio and the Fund. N&B
Management currently provides administrative services to the Portfolio
pursuant to an agreement between Managers Trust and N&B Management
("Portfolio Administration Agreement"). N&B Management performs similar
functions for the Fund pursuant to an agreement between the Trust and N&B
Management ("Current Fund Administration Agreement"). If the Management
Agreement is approved by shareholders of the Fund, the Portfolio
Administration Agreement would be terminated, and N&B Management would
provide necessary administrative services to the Portfolio under the
Management Agreement. The Current Fund Administration Agreement also
would be terminated, and the Trust, on behalf of the Fund, would enter
into a new administration agreement with N&B Management ("New Fund
Administration Agreement").
Although the fees paid by the Portfolio for investment management
and administration would increase under the proposed arrangements,
administration fees paid by the Fund would decrease. The net result would
be lower overall advisory and administrative fees borne by shareholders
(see "Comparison of Aggregate Fees and Expenses" below).
On August __, 1995, the Trustees of the Trust, including the
Trustees who are not interested persons ("Independent Trustees"), approved
by consent (1) the New Fund Administration Agreement and (2) a proposal to
call a meeting of shareholders of the Fund to authorize the Trust, on
behalf of the Fund, to vote at the meeting of investors in the Portfolio.
The Fund will cast its vote on the matters addressed by Proposal 1 in the
same proportion as the votes cast by Fund's shareholders at the Meeting.
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The Fund presently is the only feeder fund that invests in the Portfolio.
PROPOSAL 1A. APPROVAL OF THE MANAGEMENT AND
SUB-ADVISORY AGREEMENTS
Description of Current Investment Advisory and Administration Agreements
Investment Advisory Agreement
As noted above, BNP-N&B Global serves as investment adviser to
the Portfolio pursuant to the Investment Advisory Agreement, dated June
15, 1994, which was approved by the initial shareholders of the Portfolio
on June 13, 1994. BNP-N&B Global, a limited partnership established in
1994, is located at 605 Third Avenue, 39th Floor, New York, New York
10158.
The Investment Advisory Agreement provides that BNP-N&B Global,
in its discretion, will make and implement investment decisions for the
Portfolio and will continuously develop an investment program for the
Portfolio's assets. In carrying out its duties, BNP-N&B Global has access
to the combined resources of Neuberger & Berman and BNP and their
respective expertise in domestic and international equity markets. Such
resources include economic analysis, foreign exchange analysis and
securities analysis. The Investment Advisory Agreement permits BNP-N&B
Global to effect securities transactions on behalf of the Portfolio
through affiliated persons of BNP-N&B Global and to compensate, through
higher commissions, brokers and dealers who provide investment research
and analysis to the Portfolio.
As compensation for its services under the Investment Advisory
Agreement, the Portfolio pays BNP-N&B Global a fee at the annual rate of
0.50% of the first $250 million of the Portfolio's average daily net
assets; 0.475% of the next $250 million; 0.45% of the next $250 million;
and 0.425% of average daily net assets in excess of $750 million.
The Portfolio pays all expenses of its operation other than those
assumed by BNP-N&B Global as investment adviser of the Portfolio or N&B
Management as administrator of the Portfolio. Expenses paid by the
Portfolio include legal and accounting fees, compensation for trustees who
are not affiliated with BNP-N&B Global or N&B Management, and custodial
fees for securities. For the period from June 15, 1994 (commencement of
operations) to December 31, 1996, BNP-N&B Global voluntarily has
undertaken to reimburse the Portfolio to the extent that its operating
expenses excluding interest, taxes, brokerage commissions, and
extraordinary expenses ("Operating Expenses") exceed 0.70% per annum of
the Portfolio's average daily net assets ("Portfolio Expense Limitation").
The Portfolio has agreed, in turn, to repay BNP-N&B Global through
December 31, 1998 for any excess Operating Expenses previously reimbursed,
so long as neither the Portfolio Expense Limitation nor the Fund Expense
Limitation (see "Current Fund Administration Agreement" below) is
exceeded. The agreement for the Portfolio to reimburse BNP-N&B Global
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would be terminated without repayment by the Portfolio if the new
Management Agreement is implemented.
For the fiscal year ended August 31, 1995 and for the period from
June 15, 1994 (commencement of operations) to August 31, 1994, the
Portfolio paid advisory fees of $______ and $4,167, respectively. For the
fiscal year ended August 31, 1995 and for the period from June 15, 1994
(commencement of operations) to August 31, 1994, BNP-N&B Global reimbursed
the Portfolio for $______ and $70,114, respectively, of expenses.
The current Investment Advisory Agreement provides that BNP-N&B
Global shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Portfolio in connection with such agreement;
provided that BNP-N&B Global shall not be protected against liability to
which it would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or reckless
disregard of its obligations and duties under the Investment Advisory
Agreement.
If it were not being terminated, the current Investment Advisory
Agreement would continue until June 15, 1996. Thereafter, it would be
renewable from year to year, so long as its continuance is specifically
approved at least annually (1) by a vote of a majority of the independent
trustees of Managers Trust and (2) by a vote of a majority of all trustees
of Managers Trust or by a 1940 Act majority vote of the outstanding
interests of the Portfolio (see "Vote Required" below). The Investment
Advisory Agreement may be terminated by either party upon 60 days' prior
written notice and will terminate automatically in the event of
assignment.
Portfolio Administration Agreement
N&B Management serves as the Portfolio's administrator pursuant
to the Portfolio Administration Agreement, dated June 15, 1994. N&B
Management is located at 605 Third Avenue, 2nd Floor, New York, New York
10158.
Under the Portfolio Administration Agreement, N&B Management
supervises the Portfolio's business and affairs and furnishes the services
required for its effective administration. In particular, N&B Management
provides the Portfolio with office space, equipment and facilities and
with the necessary personnel to perform executive, administrative and
clerical functions; N&B Management pays all salaries, expenses and fees of
the officers, trustees and employees of Managers Trust who are officers,
directors or employees of N&B Management. N&B Management shall be
indemnified against all losses, damages and expenses that it may incur in
connection with the Portfolio Administration Agreement; provided that N&B
Management shall be not entitled to such indemnification in respect of any
actions or omissions constituting negligence or misconduct on the part of
N&B Management.
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As compensation for its services under the Portfolio
Administration Agreement, the Portfolio pays N&B Management a fee at the
annual rate of 0.10% of the first $250 million of the Portfolio's average
daily net assets; 0.08% of the next $250 million; 0.06% of the next $250
million; and 0.04% of average daily net assets in excess of $750 million.
The minimum fee is $100,000 per annum. For the fiscal year ended on
August 31, 1995 and for the period from June 15, 1994 (commencement of
operations) to August 31, 1994, the Portfolio paid administration fees of
$_______ and $21,370 respectively.
If it were not being terminated, the Portfolio Administration
Agreement would continue until June 15, 1996. Thereafter, it would be
renewable from year to year, so long as its continuance is specifically
approved at least annually by a vote of the trustees of Managers Trust,
including a majority of the independent trustees. The Administration
Agreement may be terminated by either party upon 60 days' prior written
notice and will terminate automatically in the event of assignment.
Current Fund Administration Agreement
N&B Management provides similar facilities, services and
personnel to the Fund and also assists the Fund's shareholder servicing
agent pursuant to the Current Fund Administration Agreement, dated June
15, 1994 (as amended May 1, 1995). Because the Fund, unlike other feeder
funds in the Neuberger & Berman group of investment companies, invests in
a master fund that has not been advised by N&B Management, the Fund has
required certain administrative services not required by other Neuberger &
Berman funds. These additional services are included in the Current Fund
Administration Agreement. Specifically, N&B Management is responsible for
oversight of BNP-N&B Global's performance of its duties under the
Investment Advisory Agreement. In that capacity, N&B Management reviews
the Portfolio's organizational documents, its policies and procedures, and
financial, accounting and other records; monitors investments made by the
Portfolio for compliance with the Fund's investment policies; and reviews
accounting matters, including calculation of the net asset value of the
Fund's interest in the Portfolio. Under the Current Administration
Agreement, the Fund pays N&B Management a fee at an annual rate of 0.67%
of the Fund's average daily net assets.
The Fund pays all expenses of its operation other than those
assumed by N&B Management as administrator of the Fund and distributor of
its shares. Expenses paid by the Fund include legal and accounting fees,
compensation for Trustees who are not affiliated with N&B Management or
BNP-N&B Global, transfer agency fees, and costs of printing and sending
reports and proxy materials to shareholders. In addition, the Fund, as an
investor in the Portfolio, bears its pro rata portion of the Portfolio's
Operating Expenses.
For the period from June 15, 1994 (commencement of operations)
to December 31, 1996, N&B Management voluntarily has undertaken to
reimburse the Fund to the extent that its Operating Expenses, after any
reimbursement at the Portfolio level, exceed 1.70% per annum of the Fund's
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average daily net assets ("Fund Expense Limitation"). The Fund has agreed
to repay N&B Management through December 31, 1998 for any excess Operating
Expenses previously reimbursed, so long as the Fund's annual Operating
Expenses during that period do not exceed the Fund Expense Limitation.
For the fiscal year ended August 31, 1995 and for the period from
June 15, 1994 (commencement of operations) to August 31, 1994, the Fund
paid administration fees of $______ and $5,732, respectively. For the
fiscal year ended August 31, 1995 and for the period from June 15, 1994
(commencement of operations) to August 31, 1994, N&B Management reimbursed
the Fund for $______ and $24,132, respectively, of expenses.
If it were not being terminated, the Current Fund Administration
Agreement would continue until June 15, 1996. Thereafter, it would be
renewable from year to year, so long as its continuance is specifically
approved at least annually by a vote of the Trustees of Trust, including a
majority of the Independent Trustees. The Current Fund Administration
Agreement may be terminated by either party upon 60 days' prior written
notice and will terminate automatically in the event of assignment.
Description of New Management and Administration Agreements
If Proposal 1A is approved by Fund shareholders, N&B Management
would replace BNP-N&B Global as the Portfolio's investment adviser on
November 1, 1995. Pending the results of the Meeting, the trustees of
Managers Trust have approved the proposed Management Agreement and the
Trustees of the Trust have approved the proposed New Fund Administration
Agreement. The terms of the new agreements are substantially similar to
the terms of the current agreements, except that (1) certain
administrative services would be provided at the Portfolio level rather
than, as is presently the case, the Fund level and (2) the aggregate rate
of fees paid by the Fund and the Portfolio would be reduced. There would
be no change in the Fund's investment objective or policies or in the
personnel responsible for daily management of the Portfolio.
Management Agreement
Under the Management Agreement, N&B Management would provide the
same services that BNP-N&B Global currently provides under the Investment
Advisory Agreement. In particular, N&B Management would continuously
develop an investment program for the Portfolio's assets and would make
and implement investment decisions. Despite the dissolution of BNP-N&B
Global, N&B Management would have access to significant resources and
expertise in global equity markets. Neuberger & Berman, as sub-adviser to
the Portfolio, and BNP intend to continue technical exchanges of research
and analysis; moreover, the current portfolio manager, Mr. Felix Rovelli,
and other senior personnel of BNP-N&B Global are expected to become
officers of N&B Management and employees of Neuberger & Berman. The
Management Agreement, like the Investment Advisory Agreement, would allow
N&B Management to effect securities transactions through affiliated
persons, to compensate brokers and dealers for research services and to
retain a sub-adviser.
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<PAGE>
N&B Management would continue to provide administrative services
to the Portfolio. However, its existing duties would be expanded to
include certain functions currently performed at the Fund level (i.e.,
oversight and monitoring of Portfolio compliance). Because the Portfolio
would receive and pay for administrative services through its management
fee, the Portfolio Administration Agreement would no longer be necessary
and would be terminated by Managers Trust.
As full compensation for its services under the Management
Agreement, the Portfolio would pay N&B Management a fee at the annual rate
of 0.85% of the first $250 million of the Portfolio's average daily net
assets; 0.825% of the next $250 million; 0.80% of the next $250 million;
0.775% of the next $250 million; 0.75% of the next $500 million; and
0.725% of average daily net assets in excess of $1.5 billion. Under the
Management Agreement, the Portfolio would pay all expenses of its
operation other than those assumed by N&B Management as investment adviser
and administrator of the Portfolio.
Like the Investment Advisory Agreement, the Management Agreement
would limit N&B Management's liability to willful misfeasance, bad faith
or gross negligence in the performance of its duties or reckless disregard
of its obligations under the Management Agreement. As noted above, the
Portfolio Administration Agreement contains a negligence standard.
Accordingly, it is possible that N&B Management, as administrator of the
Portfolio, could be protected under the Management Agreement for certain
acts or omissions for which it would be liable under the Portfolio
Administration Agreement.
If approved by Fund shareholders, the Management Agreement would
be executed by Managers Trust and N&B Management, effective November 1,
1995, or as soon as possible thereafter. Unless sooner terminated, it
would remain in effect for two years following its effective date.
Thereafter, it would be renewable from year to year, so long as its
continuance is specifically approved at least annually (1) by a vote of a
majority of the independent trustees of Managers Trust and (2) by a vote
of a majority of all trustees of Managers Trust or by 1940 Act majority
vote of the outstanding interests of the Portfolio. Either party may
terminate the proposed Management Agreement upon 60 days' prior written
notice. The agreement would terminate automatically in the event of
assignment.
A copy of the proposed Management Agreement is attached as
Exhibit A to this proxy statement.
New Fund Administration Agreement
Under the New Fund Administration Agreement, N&B Management would
continue to provide the Fund with office space, equipment and facilities
and with the necessary personnel to perform executive, administrative and
clerical functions. As is presently the case, N&B Management would
compensate all officers, trustees and employees of the Trust who are
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officers, directors and employees of N&B Management and would assist the
Fund's shareholder servicing agent. However, if Proposal 1A is approved,
the Fund would no longer require the enhanced administrative services
which were necessary when the Portfolio was advised by BNP-N&B Global,
rather than N&B Management. Such oversight functions would be
transferred from the Fund level to the Portfolio level. Under the New
Fund Administration Agreement, the Fund would receive the same services as
other feeder funds in the Neuberger & Berman group of investment companies
that invest principally in equity securities.
As compensation for its services under the New Fund
Administration Agreement, the Fund would pay N&B Management a fee at an
annual rate of 0.26% of its average daily net assets. The proposed fee is
identical to the fee paid by other feeder funds in the Neuberger & Berman
group of investment companies that invest principally in equity
securities. N&B Management's voluntary undertaking to cap the Fund's
Operating Expenses at 1.70% of average daily net assets would remain in
effect until December 31, 1996.
Comparison of Aggregate Fees and Expenses
The proposed fees are lower than the current fees at every asset
level. As of __________, 1995, the Fund had net assets of approximately
$__ million. If the Management and New Fund Administration Agreements
were approved, the aggregate fees incurred by the Fund (including its pro
rata portion of the management fee paid by the Portfolio) would decline
from 1.27% of the Fund's average daily net assets to 1.11% of its net
assets. Within the overall reduction in advisory and administrative fees,
there would be an increase at the Portfolio level for oversight and
monitoring of Portfolio compliance. Although the current investment
adviser's undertaking to reimburse the Portfolio's excess Operating
Expenses would terminate, N&B Management would continue to cap the Fund's
Operating Expenses at 1.70% of its average daily net assets. As a result,
shareholders may not realize the benefits of the proposed fee change until
the Fund Expense Limitation is terminated or until the Fund's net assets
grow to a level where its expense ratio falls below 1.70%.
For the fiscal year ended August 31, 1995, the Portfolio and the
Fund paid aggregate management and administration fees of $_______. If
the proposed fee schedule had been in effect, aggregate fees would have
been $_______, or $_______ (0.16%) lower than under the current fee
schedule.
Anticipated Annual Fund Operating Expenses
(as a percentage of average net assets)
The following table reflects the anticipated effect of Proposal 1
on the Operating Expenses of the Fund, based on the expenses of the Fund
and the Portfolio for the fiscal year that ended August 31, 1995. Current
"Investment Advisory and Administration Fees" include the actual amount of
administration fees paid by the Fund and investment advisory and
administration fees paid by the Portfolio during the past fiscal year.
- 9 -
<PAGE>
Proposed "Investment Advisory and Administration Fees" restate such
information using the fee schedule that would have been applicable if the
Management and New Fund Administration Agreements had been in effect
during the past fiscal year.
Current Proposed
Expenses Schedule Schedule
Investment Advisory and ____%* ____%*
Administration Fees
12b-1 Fees None None
Other Expenses ____%* ____%*
Total Operating Expenses ____%* ____%*
* (Reflects expense reimbursement undertakings described below)
For the current fee schedule, the table reflects BNP-N&B Global's
voluntary undertaking to reimburse the Portfolio for its Operating
Expenses that exceed 0.70% of the Portfolio's average daily net assets,
and N&B Management's voluntary undertaking to reimburse the Fund for its
Operating Expenses (including the Fund's pro rata share of the Operating
Expenses of the Portfolio) that exceed 1.70% of the Fund's average daily
net assets, after reimbursement, if any, by BNP-N&B Global to the
Portfolio (see "Investment Advisory Agreement" and "Current Fund
Administration Agreement" supra). Absent the reimbursements, investment
advisory and administration fees would be __% of the Fund's average daily
net assets and total Operating Expenses would be __% of the average daily
net assets of the Fund.
For the proposed fee schedule, the table reflects N&B
Management's voluntary undertaking to reimburse the Fund for its Operating
Expenses (including the Fund's pro rata share of the Operating Expenses of
the Portfolio) that exceed 1.70% of the Fund's average daily net assets
(see "New Fund Administration Agreement" supra). Absent reimbursement,
investment advisory and administration fees would be __% of the Fund's
average daily net assets and total Operating Expenses would be __% of the
average daily net assets of the Fund.
Example
To illustrate the effect of Operating Expenses, assume that the
Fund's annual return is 5% and that it had annual total Operating Expenses
described in the table above. For every $1,000 invested in the Fund, a
shareholder would have paid the following amounts of total expenses if the
account were closed at the end of each of the following time periods:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
- 10 -
<PAGE>
Current Schedule
Proposed Schedule
The assumption in this example of a 5% annual return is required by
regulations of the Securities and Exchange Commission ("SEC") applicable
to all mutual funds.
The information in the table should not be considered a
representation of past or future expenses or rates of return; actual
expenses or returns may be greater or less than those shown.
Description of the Sub-Advisory Agreement
Under the Sub-Advisory Agreement, Neuberger & Berman would
furnish to N&B Management, upon reasonable request, the same type of
investment recommendations and research information that Neuberger &
Berman, from time to time, provides to its partners and employees for use
in managing client accounts. In this manner, N&B Management expects to
have access to the capability of the research staff of Neuberger & Berman.
This staff consists of approximately __ investment analysts, each of whom
specializes in one or more industries, under the supervision of __
research partners, who would also be available for consultation with N&B
Management.
The Sub-Advisory Agreement provides that N&B Management will pay
for services rendered thereunder based on the direct and indirect cost to
Neuberger & Berman. Neuberger & Berman would receive no direct
remuneration from the Portfolio under the Sub-Advisory Agreement.
Neuberger & Berman would continue to serve as one of the principal brokers
for the Portfolio's securities transactions.
Neuberger & Berman would not be liable for any act or omission or
for any loss suffered by the Portfolio in connection with such agreement;
provided that Neuberger & Berman would not be protected against liability
to which it would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or reckless
disregard of its obligations and duties under the Sub-Advisory Agreement.
If Proposal 1A is approved, the Sub-Advisory Agreement would be
executed promptly by N&B Management and Neuberger & Berman, to be
effective November 1, 1995, or as soon thereafter as the Management
Agreement becomes effective. Unless sooner terminated, it would remain in
effect for two years following its effective date. Thereafter, it would
be renewable from year to year, so long as its continuance is specifically
approved at least annually (1) by a vote of a majority of the independent
trustees of Managers Trust and (2) by a vote of a majority of all trustees
of Managers Trust or by a 1940 Act majority vote of the outstanding
interests in the Portfolio. The Sub-Advisory Agreement may be terminated,
without penalty, by the Portfolio, by N&B Management or by Neuberger &
Berman on not less than 30 nor more than 60 days' written notice to the
- 11 -
<PAGE>
other parties. The agreement would terminate automatically in the event
of its assignment or upon termination of the Management Agreement between
Managers Trust and N&B Management.
A copy of the proposed Sub-Advisory Agreement is attached as
Exhibit B to this proxy statement.
N&B Management and Neuberger & Berman
N&B Management, a New York corporation, is registered as an
investment adviser under the Investment Advisers Act of 1940. Neuberger &
Berman, a limited partnership, is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member firm of the New York Stock
Exchange and other principal exchanges. Both are located at 605 Third
Avenue, New York, New York 10158. All the voting stock of N&B Management
is owned by individuals who are general partners of Neuberger & Berman.
Certain Trustees who are also officers and/or directors of N&B Management
and partners of Neuberger & Berman may be deemed to have a material
interest in the matters addressed by Proposal 1 by virtue of their
ownership of stock in N&B Management or their partnership interest in
Neuberger & Berman (see "Trustees and Officers" below).
Neuberger & Berman was founded in 1939 to manage portfolios for
high net worth individuals and entered the mutual fund management business
in 1950. The firm traditionally has focused on equity, fixed income, and
balanced asset management. N&B Management and its predecessor firms have
specialized in the management of no-load mutual funds since 1970. N&B
Management currently serves as investment manager and Neuberger & Berman
as sub-adviser to four master funds, having 21 series, and six feeder
funds, having 30 series, with aggregate net assets of $__ billion. In
addition, Neuberger & Berman serves as investment adviser to two
investment companies. As of __________, 1995, Neuberger & Berman and its
affiliates had approximately $____ billion of assets under management.
Trustees' Considerations and Recommendations
To maintain the quality of advisory services upon dissolution of
BNP-N&B Global, the trustees of Managers Trust believe that it would be in
the best interests of the Portfolio to appoint N&B Management as the
Portfolio's investment adviser and Neuberger & Berman as its sub-adviser.
For the same reasons, the Trustees of the Trust recommend that
shareholders vote for Proposal 1A and authorize the Trust, at the meeting
of investors in the Portfolio, to vote to approve the Management and Sub-
Advisory Agreements.
The trustees of Managers Trust and the Trustees of the Trust
analyzed certain factors that they deemed relevant, including the stature
of N&B Management and Neuberger & Berman in the investment management
community; their long experience in mutual fund management; the quality of
services provided by N&B Management and Neuberger & Berman to other funds
in the Neuberger & Berman group of investment companies, as well as the
relative performance of those funds; the prospective employment by N&B
- 12 -
<PAGE>
Management and Neuberger & Berman of the portfolio manager and other
senior personnel from BNP-N&B Global; the financial strength of and the
resources available to N&B Management and Neuberger & Berman, including
their continued access to the global expertise of BNP; and other factors
which could affect positively or negatively the provision of portfolio
management services.
The Trustees also analyzed the fee schedule for the Fund and
concluded that the proposed management and administration fees are fair
and reasonable. In making this determination, the Trustees reviewed the
services to be provided and the fee schedules of similar funds. At all
asset levels, the new fees, in the aggregate, would be lower than the
current fees. The proposed fee schedule for the master and feeder funds
combined is comparable to that of other funds which invest primarily in
equity securities, as adjusted to reflect the greater risks and expenses
of investing in foreign securities. Finally, the Trustees noted that all
costs under the Sub-Advisory Agreement would be paid by N&B Management out
of its advisory fee and thus would not impose any additional expense on
the Portfolio.
The Trustees also considered N&B Management's policy that it
would cause the Portfolio to purchase or sell securities through brokers
who provide N&B Management with research, analysis, advice and similar
services only when such use is consistent with best available price and
most favorable execution. The Trustees realize that research services
furnished by brokers who effect securities transactions for the Portfolio
may be used by N&B Management in advising other accounts. Conversely,
research services furnished to N&B Management in connection with other
accounts may be used by N&B Management in advising the Portfolio. (It is
the current policy of N&B Management and Neuberger & Berman not to use
brokerage commissions generated by the mutual funds to purchase research
or other services, except those specifically necessary to the funds.)
If Proposal 1A is not approved by shareholders, BNP-N&B Global
will continue as the Portfolio's investment adviser until November 1,
1995. In the interim, the trustees of Managers Trust and the Trustees of
the Trust will consider whether any other arrangements for the provision
of investment advisory services are appropriate and in the best interests
of the Fund's shareholders.
Vote Required
Approval of Proposal 1A requires the affirmative vote of the
holders of the lesser of (1) 67% or more of the Shares of the Fund present
at the Meeting, if the holders of more than 50% of the outstanding Fund
Shares are present or represented by proxy at the Meeting, or (2) more
than 50% of the outstanding Shares of the Fund entitled to vote at the
Meeting.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL 1A
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<PAGE>
PROPOSAL 1B. TO RATIFY SELECTION OF THE INDEPENDENT AUDITORS
Managers Trust has its principal offices in the Cayman Islands.
The trustees of Managers Trust, including the independent trustees,
unanimously selected Ernst & Young, Shedden Road, George Town, Grand
Cayman, Cayman Islands, as the independent auditors to audit the books and
accounts of the Portfolio for the fiscal year that ended August 31, 1995.
Under the 1940 Act, the Portfolio has the right to terminate the
employment of its auditors at any time without any penalty by vote of a
majority of the outstanding interests in the Portfolio.
Ernst & Young has been the Portfolio's independent auditors since
the Portfolio's inception. The professional services which are expected
to be rendered by Ernst & Young include the issuance of an opinion on the
financial statements of the Portfolio and an opinion on other reports
filed with the SEC. Ernst & Young has informed the Portfolio that it has
no material direct or indirect financial interest in the Portfolio.
Approval of Proposal 1B requires the affirmative vote of at least a
majority of the interests of the Portfolio present, in person or by proxy.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL 1B
PROPOSAL 2. TO RATIFY SELECTION OF THE INDEPENDENT AUDITORS
The Trustees of the Trust, including the Independent Trustees,
unanimously selected Ernst & Young LLP, 200 Clarendon Street, Boston,
Massachusetts, as the independent auditors to audit the books and accounts
of the Fund for the fiscal year that ended August 31, 1995. Under the
1940 Act, the Fund has the right to terminate the employment of its
auditors at any time without any penalty by vote of a majority of the
outstanding securities of the Fund.
Ernst & Young LLP has been the Fund's independent auditors since
the Fund's inception. The professional services which are expected to be
rendered by Ernst & Young LLP include the issuance of an opinion on the
financial statements of the Fund and an opinion on other reports filed
with the SEC. Ernst & Young LLP has informed the Fund that it has no
material direct or indirect financial interest in the Fund.
Representatives of Ernst & Young LLP are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if they
so desire and will be available should any matter arise requiring their
presence. Approval of Proposal 2 requires the affirmative vote of at
least a majority of the Shares of the Fund present, in person or by proxy.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL 2
GENERAL INFORMATION
Description of Distribution Agreement
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<PAGE>
N&B Management serves as distributor of the Fund's shares
pursuant to a distribution agreement dated June 15, 1994 ("Distribution
Agreement"). N&B Management is the Fund's "principal underwriter" within
the meaning of the 1940 Act; as such, it acts as agent in arranging for
the sale of the Fund's shares without commission or other compensation and
bears all advertising and promotion expenses incurred in the sale of
shares. The Distribution Agreement continues until June 15, 1996 and
would not be affected by approval of Proposal 1A.
Brokerage Commissions
Neuberger & Berman and BNP-International Financial Services
Corporation ("BNP-International") act as the Portfolio's principal brokers
in the purchase and sale of portfolio securities and in connection with
the writing of options on its securities. BNP-International is an
affiliate of BNP.
For the fiscal year ended August 31, 1995, the total dollar
amount of brokerage commissions paid by the Portfolio was $______, of
which $______ was paid to Neuberger & Berman and $______ was paid to BNP-
International. Transactions in which the Portfolio used Neuberger &
Berman as broker involved 0.__% of the aggregate dollar amount of
transactions involving the payment of commissions, and 0.__% of the
aggregate commissions paid by the Portfolio during the period.
Transactions in which the Portfolio used BNP-International as broker
involved 0.__% of the aggregate dollar amount of transactions involving
the payment of commissions, and 0.__% of the aggregate commissions paid by
the Portfolio during the period.
Trustees and Officers
The following table lists the principal executive officer and
directors of N&B Management. The address of all such persons is the same
as that of N&B Management.
Position with
Name N&B Management Principal Occupation
---- -------------- --------------------
Richard A. Cantor Chairman of the Board Partner of Neuberger &
and Director Berman
Stanley Egener President and Partner of Neuberger &
Director Berman; Chairman of the
Board, Chief Executive
Officer and Trustee of
the Trust, Managers
Trust, and other mutual
funds for which N&B
Management acts as
manager or administrator
- 15 -
<PAGE>
Theresa A. Havell Vice President and Partner of Neuberger &
Director Berman; President and
Trustee of certain mutual
funds for which N&B
Management acts as
manager or administrator
Irwin Lainoff Director Partner of Neuberger &
Berman
Marvin C. Schwartz Director Partner of Neuberger &
Berman
Lawrence Zicklin Director Partner of Neuberger &
Berman; President and
Trustee of the Trust,
Managers Trust and other
mutual funds for which
N&B Management acts as
manager or administrator
Messrs. Egener and Zicklin may be deemed to have a material
interest in the matters addressed by Proposal 1 by virtue of their
partnership interest in Neuberger & Berman and, for Mr. Zicklin, his
ownership of stock in N&B Management.
Daniel J. Sullivan, Michael J. Weiner, Claudia A. Brandon,
Richard Russell, and Stacy Cooper-Shugrue, officers of the Trust, are also
officers of N&B Management. C. Carl Randolph, an officer of the Trust, is
also a partner of Neuberger & Berman.
All the voting stock of N&B Management is owned by individuals
who are general partners of Neuberger & Berman.
The general partners of Neuberger & Berman who have the five
largest economic interests therein are __________. The general partners
who serve on Neuberger & Berman's Executive Committee are _________. The
general partners of Neuberger & Berman who have significant management
responsibilities relating to the Fund are _________. The address of all
such persons is the same as that of Neuberger & Berman. The principal
occupation of each general partner of Neuberger & Berman is securities
broker, or investment adviser, or both.
Control Persons and Principal Holders of Securities
The following table sets forth the name, address and percentage
of ownership of each person who owned of record, or who was known by the
Fund to own beneficially or of record, 5% or more of the Fund's
outstanding shares as of August 25, 1995.
[TO BE UPDATED]
- 16 -
<PAGE>
Percentage
Name and Address Ownership Number of Shares
---------------- --------- ----------------
Town of Cheshire Retirement Plan [27.07%] ______________
Town of Cheshire
84 South Main Street
Cheshire, CT 06410-3108
Attn: Director of Finance
Neuberger & Berman* [9.77%] ______________
605 Third Avenue
New York, NY 10158-3698
Charles Schwab & Co., Inc.* [5.30%] ______________
101 Montgomery Street
San Francisco, CA 94104-4122
* Charles Schwab & Co., Inc. and Neuberger & Berman hold these
shares of record for the accounts of certain of their clients
and have informed the Fund of their policy to maintain the
confidentiality of holdings in its client accounts unless
disclosure is expressly required by law.
SHAREHOLDER PROPOSALS
As a general matter, the Fund does not hold regular annual
meetings of shareholders, because such meetings involve significant costs.
No anticipated date of the next shareholder meeting can be provided at
this time. Shareholders who wish to submit proposals for inclusion in a
proxy statement for a subsequent shareholder meeting or to propose persons
to be considered by the Fund's Nominating Committee as nominees for the
Board of Trustees should send their written request or proposal to the
Secretary of the Fund at 605 Third Avenue, 2nd Floor, New York, New York
10158.
OTHER BUSINESS
Management knows of no business to be presented to the Meeting
other than the matters set forth in this statement, but should any other
matter requiring a vote of shareholders arise, the proxies will vote
thereon according to their best judgment in the interests of the Fund.
By the order of the Board of Trustees,
Claudia A. Brandon
Secretary
It is important that you execute and return your proxy promptly.
- 17 -
<PAGE>
PROXY CARD
NEUBERGER & BERMAN EQUITY FUNDS
NEUBERGER & BERMAN INTERNATIONAL FUND
Special Meeting of Shareholders - October 24, 1995
The undersigned hereby appoints as proxies Claudia A. Brandon and Michael
J. Weiner, each with the power to act individually, to vote for the
undersigned all shares of beneficial interest of the undersigned at the
aforementioned meeting and any adjournment thereof with all the power the
undersigned would have if personally present. The shares represented by
this proxy will be voted as instructed. Unless indicated to the contrary,
this proxy shall be deemed to indicate authority to vote "FOR" all
proposals. This proxy is solicited on behalf of the Board of Trustees.
YOUR VOTE IS IMPORTANT
Please date and sign this proxy card and return it in the enclosed postage
paid envelope to: 605 Third Avenue, 2nd Floor, New York, New York 10158.
Please indicate your vote by an "X" in the appropriate box below.
The Board of Trustees recommends a vote "FOR"
1. Authorization of Neuberger & Berman Equity Funds, on behalf of its
International Fund ("Fund") series, to vote at a meeting of investors in
the International Portfolio ("Portfolio") of Global Managers Trust
("Managers Trust"):
A. To approve a Management Agreement between Managers Trust,
on behalf of the Portfolio, and Neuberger & Berman
Management Incorporated ("N&B Management") and a Sub-
Advisory Agreement between N&B Management and Neuberger &
Berman, L.P.; and
FOR _______ AGAINST _______ ABSTAIN ______
B. To ratify Ernst & Young as the independent auditors of
the Portfolio.
FOR _______ AGAINST _______ ABSTAIN ______
2. Ratification of Ernst & Young LLP as independent auditors of the Fund.
FOR _______ AGAINST _______ ABSTAIN ______
This proxy will not be voted unless it is dated and signed exactly as
instructed below.
<PAGE>
_______________________________
Signature
_______________________________
Signature
Date: ____________________, 1995
If shares are held jointly, each shareholder named should sign; if only
one signs, his or her signature will be binding. If the shareholder is a
corporation, the President or Vice President should sign in his or her own
name, indicating title. If the shareholder is a partnership, a partner
should sign in his or her own name, indicating that he or she is a
"Partner."
<PAGE>
MANAGEMENT AGREEMENT
This Agreement is made as of November 1, 1995, between Global
Managers Trust, a New York common law trust ("Managers Trust"), and
Neuberger & Berman Management Incorporated, a New York corporation
("Manager").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Managers Trust is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end, diversified
management investment company and has established a series of shares known
as International Portfolio and has the authority to establish additional
series in the future (each a "Series"), with each Series having its own
assets and investment policies; and
WHEREAS, Managers Trust desires to retain the Manager as
investment adviser to furnish investment advisory and portfolio management
services to each Series listed in Schedule A attached hereto and to such
other Series of Managers Trust hereinafter established as agreed to from
time to time by the parties, evidenced by an addendum to Schedule A
(hereinafter "Series" shall refer to each Series which is subject to this
Agreement and all agreements and actions described herein to be made or
taken by Managers Trust on behalf of the Series), and the Manager is
willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as
follows:
1. Services of the Manager.
1.1 Investment Management Services. The Manager shall act as
the investment adviser to the Series and, as such, shall (i) obtain and
evaluate such information relating to the economy, industries, businesses,
securities markets and securities as it may deem necessary or useful in
discharging its responsibilities hereunder, (ii) formulate a continuing
program for the investment of the assets of the Series in a manner
consistent with its investment objectives, policies and restrictions, and
(iii) determine from time to time securities to be purchased, sold,
retained or lent by the Series, and implement those decisions, including
the selection of entities with or through which such purchases, sales or
loans are to be effected; provided, that the Manager will place orders
pursuant to its investment determinations either directly with the issuer
or with a broker or dealer, and if with a broker or dealer, (a) will
attempt to obtain the best net price and most favorable execution of its
orders, and (b) may nevertheless in its discretion purchase and sell
portfolio securities from and to brokers and dealers who provide the
Manager with research, analysis, advice and similar services and pay such
- 1 -
<PAGE>
brokers and dealers in return a higher commission or spread than may be
charged by other brokers or dealers.
The Series hereby authorizes any entity or person associated with
the Manager which is a member of a national securities exchange to effect
any transaction on the exchange for the account of the Series which is
permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder, and the Series hereby consents to the retention of
compensation for such transactions in accordance with said Section 11(a)
or Rule 11a2-2(T)(a)(iv).
The Series hereby authorizes the Manager, to the extent permitted
by the 1940 Act or any rule, regulation, order or Securities and Exchange
Commission staff interpretation thereunder, to purchase for the Series any
security for which any one or more of the following is acting as an
underwriter, dealer, member of a syndicate, or syndicate manager: the
Manager, its affiliates, the affiliates of any holders of interests in the
Series (any such holder of interests in the Series to be referred to
hereinafter as an "Interestholder"), the principal underwriter of any
Interestholder, or any affiliate of any of the foregoing.
The Manager shall carry out its duties with respect to the
Series' investments in accordance with applicable law and the investment
objectives, policies and restrictions of the Series adopted by the
trustees of Managers Trust ("Trustees"), and subject to such further
limitations as the Series may from time to time impose by written notice
to the Manager.
1.2 Administrative Services. The Manager shall supervise the
Series' business and affairs and shall provide such services required for
effective administration of the Series as are not provided by employees or
other agents engaged by the Series; provided, that the Manager shall not
have any obligation to provide under this Agreement any direct or indirect
services to Interestholders, any services related to the sale of interests
in the Series, or any other services which are the subject of a separate
agreement or arrangement between the Series and the Manager. Subject to
the foregoing, in providing administrative services hereunder, the Manager
shall:
1.2.1 Office Space, Equipment and Facilities. Furnish without
cost to the Series, or pay the cost of, such office space, office
equipment and office facilities as are adequate for the Series' needs.
1.2.2 Personnel. Provide, without remuneration from or other
cost to Managers Trust or the Series, the services of individuals
competent to perform all of the Series' executive, administrative and
clerical functions which are not performed by employees or other agents
engaged by the Series or by the Manager acting in some other capacity
pursuant to a separate agreement or arrangement with the Series.
1.2.3 Agents. Assist the Series in selecting and coordinating
the activities of the other agents engaged by the Series, including the
Series' custodian, independent auditors and legal counsel.
<PAGE>
1.2.4 Trustees and Officers. Authorize and permit the Manager's
directors, officers and employees who may be elected or appointed as
trustees or officers of Managers Trust to serve in such capacities,
without remuneration from or other cost to Managers Trust or the Series.
1.2.5 Books and Records. Assure that all financial, accounting
and other records required to be maintained and preserved by Managers
Trust and/or the Series are maintained and preserved by it or on its
behalf in accordance with applicable laws and regulations.
1.2.6 Reports and Filings. Assist in the preparation of (but
not pay for) all periodic reports by Managers Trust or the Series to
Interestholders of the Series and all reports and filings required to
maintain the registration and qualification of the Series, or to meet
other regulatory or tax requirements applicable to the Series, under
federal and state securities and tax laws.
2. Expenses of the Series.
2.1 Expenses to be Paid by the Manager. The Manager shall pay
all salaries, expenses and fees of the officers, trustees and employees of
the Managers Trust who are officers, directors or employees of the
Manager.
In the event that the Manager pays or assumes any expenses of
Managers Trust or a Series not required to be paid or assumed by the
Manager under this Agreement, the Manager shall not be obligated hereby to
pay or assume the same or any similar expense in the future; provided,
that nothing herein contained shall be deemed to relieve the Manager of
any obligation to Managers Trust or to a Series under any separate
agreement or arrangement between the parties.
2.2 Expenses to be Paid by the Series. Each Series shall bear
all expenses of its operation, except those specifically allocated to the
Manager under this Agreement or under any separate agreement between a
Series and the Manager. Expenses to be borne by a Series shall include
both expenses directly attributable to the operation of the Series and the
placement of interests therein, as well as the portion of any expenses of
Managers Trust that is properly allocable to the Series in a manner
approved by the trustees of Managers Trust. Subject to any separate
agreement or arrangement between Managers Trust or a Series and the
Manager, the expenses hereby allocated to each Series, and not to the
Manager, include, but are not limited to:
2.2.1 Custody. All charges of depositories, custodians, and
other agents for the transfer, receipt, safekeeping, and servicing of its
cash, securities, and other property.
2.2.2 Interestholder Servicing. All expenses of maintaining and
servicing Interestholder accounts, including but not limited to the
charges of any Interestholder servicing agent, dividend disbursing agent
or other agent engaged by a Series to service Interestholder accounts.
- 3 -
<PAGE>
2.2.3 Interestholder Reports. All expenses of preparing,
setting in type, printing and distributing reports and other
communications to Interestholders of a Series.
2.2.4 Pricing and Portfolio Valuation. All expenses of
computing a Series' net asset value per share, including any equipment or
services obtained for the purpose of pricing shares or valuing the Series'
investment portfolio.
2.2.5 Communications. All charges for equipment or services
used for communications between the Manager or the Series and any
custodian, Interestholder servicing agent, portfolio accounting services
agent, or other agent engaged by a Series.
2.2.6 Legal and Accounting Fees. All charges for services and
expenses of a Series' legal counsel and independent auditors.
2.2.7 Trustees' Fees and Expenses. With respect to each Series,
all compensation of Trustees other than those affiliated with the Manager,
all expenses incurred in connection with such unaffiliated Trustees'
services as Trustees, and all other expenses of meetings of the Trustees
or committees thereof.
2.2.8 Interestholder Meetings. All expenses incidental to
holding meetings of Interestholders, including the printing of notices and
proxy materials, and proxy solicitation therefor.
2.2.9 Bonding and Insurance. All expenses of bond, liability,
and other insurance coverage required by law or regulation or deemed
advisable by the Trustees, including, without limitation, such bond,
liability and other insurance expense that may from time to time be
allocated to the Series in a manner approved by the Trustees.
2.2.10 Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale or lending of a Series'
portfolio securities.
2.2.11 Taxes. All taxes or governmental fees payable by or with
respect to a Series to federal, state or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes.
2.2.12 Trade Association Fees. All fees, dues and other
expenses incurred in connection with a Series' membership in any trade
association or other investment organization.
2.2.13 Nonrecurring and Extraordinary Expenses. Such
nonrecurring and extraordinary expenses as may arise, including the costs
of actions, suits, or proceedings to which the Series is a party and the
expenses a Series may incur as a result of its legal obligation to provide
indemnification to Managers Trust's officers, Trustees and agents.
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<PAGE>
2.2.14 Organizational Expenses. Any and all organizational
expenses of a Series paid by the Manager shall be reimbursed by such
Series at such time or times agreed by such Series and the Manager.
3. Advisory Fee.
3.1 Fee. As compensation for all services rendered, facilities
provided and expenses paid or assumed by the Manager under this Agreement,
each Series shall pay the Manager an annual fee as set out in Schedule B
to this Agreement.
3.2 Computation and Payment of Fee. The advisory fee shall
accrue on each calendar day, and shall be payable monthly on the first
business day of the next succeeding calendar month. The daily fee
accruals shall be computed by multiplying the fraction of one divided by
the number of days in the calendar year by the applicable annual advisory
fee rate (as set forth in Schedule B hereto), and multiplying this product
by the net assets of the Series, determined in the manner established by
the Trustees, as of the close of business on the last preceding business
day on which the Series' net asset value was determined.
3.3 State Expense Limitation. If in any fiscal year the
operating expenses of any Interestholder in a Series plus such
Interestholder's pro rata portion of the Series' operating expenses in
such fiscal year ("Aggregate Operating Expenses", which includes any fees
or expense reimbursements payable to the Manager pursuant to this
Agreement and any compensation payable to the Manager pursuant to (i) the
Administration Agreement between such Interestholder and the Manager or
(ii) any other Agreement or arrangement with Managers Trust with respect
to that Interestholder, but excludes interest, taxes, brokerage
commissions, litigation and indemnification expenses, and other
extraordinary expenses not incurred in the ordinary course of business)
exceed the lowest applicable percentage expense limitation imposed under
the securities law and regulations of any state in which such
Interestholder's shares are qualified for sale (the "State Expense
Limitation"), then the Manager shall pay such Interestholder the amount of
such excess, less the amount of any reduction of the administration fee
referred to below; provided, that the Manager shall have no obligation
hereunder to pay such Interestholder for any such expenses which exceed
the pro rata portion of such advisory fee attributable to such
Interestholder's interest in that Series.
No payment shall be made to such Interestholder hereunder unless
and until the administration fee payable by such Interestholder under a
similar State Expense Limitation of its Administration Agreement with the
Manager has been reduced to zero. Any payment to an interestholder
hereunder shall be made monthly, by annualizing the Aggregate Operating
Expenses for each month as of the last day of such month. An adjustment
shall be made on or before the last day of the first month of the next
succeeding fiscal year if Aggregate Operating Expenses for such fiscal
year do not exceed the State Expense Limitation or if for such fiscal year
there is no applicable State Expense Limitation.
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<PAGE>
4. Ownership of Records.
All records required to be maintained and preserved by the Series
pursuant to the provisions or rules or regulations of the Securities and
Exchange Commission under Section 31(a) of the 1940 Act and maintained and
preserved by the Manager on behalf of the Series are the property of the
Series and shall be surrendered by the Manager promptly on request by the
Series; provided, that the Manager may at its own expense make and retain
copies of any such records.
5. Reports to Manager.
The Series shall furnish or otherwise make available to the
Manager such copies of that Series' financial statements, proxy
statements, reports, and other information relating to its business and
affairs as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
6. Reports to the Series.
The Manager shall prepare and furnish to the Series such reports,
statistical data and other information in such form and at such intervals
as the Series may reasonably request.
7. Retention of Sub-Adviser.
Subject to a Series obtaining the initial and periodic approvals
required under Section 15 of the 1940 Act, the Manager may retain a
sub-adviser, at the Manager's own cost and expense, for the purpose of
making investment recommendations and research information available to
the Manager. Retention of a sub-adviser shall in no way reduce the
responsibilities or obligations of the Manager under this Agreement and
the Manager shall be responsible to Managers Trust and the Series for all
acts or omissions of the sub-adviser in connection with the performance of
the Manager's duties hereunder.
8. Services to Other Clients.
Nothing herein contained shall limit the freedom of the Manager
or any affiliated person of the Manager to render investment management
and administrative services to other investment companies, to act as
investment adviser or investment counselor to other persons, firms or
corporations, or to engage in other business activities.
9. Limitation of Liability of Manager and its Personnel.
Neither the Manager nor any director, officer or employee of the
Manager performing services for the Series at the direction or request of
the Manager in connection with the Manager's discharge of its obligations
hereunder shall be liable for any error of judgment or mistake of law or
for any loss suffered by a Series in connection with any matter to which
this Agreement relates; provided, that nothing herein contained shall be
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<PAGE>
construed (i) to protect the Manager against any liability to Managers
Trust or a Series or its Interestholders to which the Manager would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the Manager's duties, or by reason of the
Manager's reckless disregard of its obligations and duties under this
Agreement, or (ii) to protect any director, officer or employee of the
Manager who is or was a Trustee or officer of Managers Trust against any
liability to Managers Trust or a Series or its Interestholders to which
such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of such person's office with Managers Trust.
10. No Liability of Other Series.
This Agreement is made by Managers Trust on behalf of each Series
pursuant to authority granted by the Trustees, and the obligations created
hereby bind only the property of that Series and are not binding on any of
the Trustees or Interestholders of the Series individually or on any other
Series.
11. Effect of Agreement.
Nothing herein contained shall be deemed to require the Series to
take any action contrary to the Declaration of Trust or By-Laws of
Managers Trust, any actions of the Trustees binding upon the Series, or
any applicable law, regulation or order to which the Series is subject or
by which it is bound, or to relieve or deprive the Trustees of their
responsibility for and control of the conduct of the business and affairs
of the Series or Managers Trust.
12. Term of Agreement.
The term of this Agreement shall begin on the date first above
written with respect to each Series listed in Schedule A on the date
hereof and, unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect through November 1, 1997. With respect
to each Series added by execution of an Addendum to Schedule A, the term
of this Agreement shall begin on the date of such execution and, unless
sooner terminated as hereinafter provided, this Agreement shall remain in
effect to the date two years after such execution. Thereafter, in each
case this Agreement shall continue in effect with respect to each Series
from year to year, subject to the termination provisions and all other
terms and conditions hereof; provided, such continuance with respect to a
Series is approved at least annually by (1) a vote or written consent of
the holders of a majority of the outstanding voting securities of such
Series, or by a vote of the Trustees, and (2) by a majority of the
Trustees who are not interested persons of either party hereto
("Disinterested Trustees"); and provided further, that the Manager shall
not have notified a Series in writing at least sixty days prior to the
first expiration date hereof or at least sixty days prior to any
expiration date in any year thereafter that it does not desire such
continuation. The Manager shall furnish any Series, promptly upon its
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<PAGE>
request, such information as may reasonably be necessary to evaluate the
terms of this Agreement or any extension, renewal or amendment thereof.
13. Amendment or Assignment of Agreement.
Any amendment to this Agreement shall be in writing signed by the
parties hereto; provided, that no such amendment shall be effective unless
authorized on behalf of any Series (i) by resolution of the Trustees,
including the vote or written consent of a majority of the Trustees who
are not parties to this Agreement or interested persons of either party
hereto, and (ii) by vote of a majority of the outstanding voting
securities of the Series. This Agreement shall terminate automatically
and immediately in the event of its assignment.
14. Termination of Agreement.
This Agreement may be terminated at any time by either party
hereto, without the payment of any penalty, upon sixty (60) days' prior
written notice to the other party; provided, that in the case of
termination by any Series, such action shall have been authorized (i) by
resolution of the Trustees, including the vote or written consent of a
majority of Trustees who are not parties to this Agreement or interested
persons of either party hereto, or (ii) by vote of a majority of the
outstanding voting securities of the Series.
15. Name of the Series.
Each Series hereby agrees that if the Manager shall at any time
for any reason cease to serve as investment adviser to a Series, the
Series shall, if and when requested by the Manager, eliminate from the
Series' name the name "Neuberger & Berman" and thereafter refrain from
using the name "Neuberger & Berman" or the initials "N&B" in connection
with its business or activities, and the foregoing agreement of a Series
shall survive any termination of this Agreement and any extension or
renewal thereof.
16. Interpretation and Definition of Terms.
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the
United States courts or, in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the 1940 Act. Specifically, the
terms "vote of a majority of the outstanding voting securities,"
"interested persons," "assignment" and "affiliated person," as used in
this Agreement shall have the meanings assigned to them by Section 2(a) of
the 1940 Act. In addition, when the effect of a requirement of the 1940
Act reflected in any provision of this Agreement is modified, interpreted
or relaxed by a rule, regulation or order of the Securities and Exchange
Commission, whether of special or of general application, such provision
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<PAGE>
shall be deemed to incorporate the effect of such rule, regulation or
order.
17. Choice of Law
This Agreement is made and to be principally performed in the
State of New York, and except insofar as the 1940 Act or other federal
laws and regulations may be controlling, this Agreement shall be governed
by, and construed and enforced in accordance with, the internal laws of
the State of New York.
18. Captions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
19. Execution in Counterparts.
This Agreement may be executed simultaneously in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed by their respective officers thereunto duly authorized and
their respective seals to be hereunto affixed, as of the day and year
first above written.
GLOBAL MANAGERS TRUST
Attest: By ___________________________
_______________________ ___________________________
Secretary Title
NEUBERGER & BERMAN
MANAGEMENT INCORPORATED
Attest: By ___________________________
_______________________ ___________________________
Secretary Title
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<PAGE>
GLOBAL MANAGERS TRUST
MANAGEMENT AGREEMENT
SCHEDULE A
The Series of Global Managers Trust currently subject to this
Agreement are as follows:
Initial Series
International Portfolio
Dated: November 1, 1995
<PAGE>
GLOBAL MANAGERS TRUST
MANAGEMENT AGREEMENT
SCHEDULE B
Compensation pursuant to Paragraph 3 of the Global Managers Trust
Management Agreement shall be calculated in accordance with the following
schedules:
International Portfolio
0.85% of the first $250 million of average daily net assets
0.825% of the next $250 million of average daily net assets
0.80% of the next $250 million of average daily net assets
0.775% of the next $250 million of average daily net assets
0.75% of the next $500 million of average daily net assets
0.725% of average daily net assets in excess of $1.5 billion
Dated: November 1, 1995
<PAGE>
SUB-ADVISORY AGREEMENT
NEUBERGER & BERMAN MANAGEMENT INCORPORATED
605 Third Avenue
New York, New York 10158
November 1, 1995
Neuberger & Berman, L.P.
605 Third Avenue
New York, New York 10158
Dear Sirs:
We have entered into a Management Agreement with Global
Managers Trust ("Managers Trust"), with respect to its series ("Series"),
as set forth in Schedule A hereto, pursuant to which we are to act as
investment adviser to such Series. We hereby agree with you as follows:
1. You agree for the duration of this Agreement to furnish
us with such investment recommendations and research information, of the
same type as that which you from time to time provide to your partners and
employees for use in managing client accounts, all as we shall reasonably
request. In the absence of willful misfeasance, bad faith or gross
negligence in the performance of your duties, or of reckless disregard of
your duties and obligations hereunder, you shall not be subject to
liability for any act or omission or any loss suffered by any Series or
its security holders in connection with the matters to which this
Agreement relates.
2. In consideration of your agreements set forth in
paragraph 1 above, we agree to pay you on the basis of direct and indirect
costs to you of performing such agreements. Indirect costs shall be
allocated on a basis mutually satisfactory to you and us.
3. As used in this Agreement, the terms "assignment" and
"vote of a majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a)(4) and 2(a)(42), respectively, of
the Investment Company Act of 1940, as amended.
This Agreement shall terminate automatically in the event
of its assignment, or upon termination of the Management Agreement between
Managers Trust and the undersigned.
This Agreement may be terminated at any time, without the
payment of any penalty, (a) with respect to any Series by the Trustees of
Managers Trust or by vote of a majority of the outstanding voting
securities of such Series or by the undersigned on not less than thirty
nor more than sixty days' written notice addressed to you at your
principal place of business; and (b) by you, without the payment of any
penalty, on not less than thirty nor more than sixty days' written notice
<PAGE>
addressed to Managers Trust and the undersigned at Managers Trust's
principal place of business.
This Agreement shall remain in full force and effect with
respect to each Series listed in Schedule A on the date hereof through
November 1, 1997 (unless sooner terminated as provided above) and from
year to year thereafter only so long as its continuance is approved in the
manner required by the Investment Company Act of 1940, as from time to
time amended.
Schedule A to this Agreement may be modified from time to
time to reflect the addition or deletion of a Series from the terms of
this Agreement. With respect to each Series added by execution of an
addendum to Schedule A, the term of this Agreement shall begin on the date
of such execution and, unless sooner terminated as provided above, this
Agreement shall remain in effect to the date two years after such
execution and from year to year thereafter only so long as its continuance
is approved in the manner required by the Investment Company Act of 1940,
as from time to time amended.
If you are in agreement with the foregoing, please sign
the form of acceptance on the enclosed counterpart hereof and return the
same to us.
Very truly yours,
NEUBERGER & BERMAN
MANAGEMENT INCORPORATED
By: _____________________________
President
The foregoing agreement is
hereby accepted as of the date
first above written.
NEUBERGER & BERMAN, L.P.
By: _________________________
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NEUBERGER & BERMAN MANAGEMENT INCORPORATED
SUB-ADVISORY AGREEMENT
SCHEDULE A
The Series of Global Managers Trust currently subject to this
Agreement are as follows:
Initial Series
International Portfolio
Dated: November 1, 1995
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