<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
-------------------------------------------------------------------------------
NEUBERGER&BERMAN EQUITY FUNDS
-------------------------------------------------------------------------------
NEUBERGER&BERMAN INTERNATIONAL FUND
Payment of Filing Fee (Check the appropriate box):
[_] $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:
---------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1/
---------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------
5) Total fee paid:
---------------------------------------
[X] 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:
-----------------------
2) Form, Schedule or Registration Statement No.:
-----------------------
3) Filing Party:
-----------------------
4) Date Filed:
-----------------------
-----------
/1/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
Neuberger&Berman EQUITY FUNDS
Neuberger&Berman INTERNATIONAL FUND September 6, 1995
-------------------------------------------------------------------------------
Dear Shareholder:
As you may know, 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 been the investment adviser to the Neuberger &
Berman International Portfolio ("Portfolio") since its inception.
BNP-N&B Global intends to terminate its Investment Advisory Agreement with
the Portfolio effective November 1, 1995. Consequently, with your approval,
Neuberger & Berman Management Incorporated ("N&B Management") would replace
BNP-N&B Global as the investment adviser and would remain as the administrator
to the Portfolio. N&B Management would provide the same portfolio management
services, and there would be no change in the International Fund's ("Fund")
investment objective or policies or in the personnel responsible for daily
management of the Portfolio. Felix Rovelli would continue as portfolio
manager.
N&B Management would continue to have access to the same significant re-
sources and expertise in global equity markets. Neuberger & Berman, acting as
sub-adviser to the Portfolio, and BNP intend to continue exchanges of research
and analysis.
This new arrangement would take effect November 1, 1995. A special meeting
of shareholders to vote on the arrangements is scheduled for October 24, 1995.
A Notice of Meeting, Proxy Statement and Proxy Card are enclosed.
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 mat-
ters on which we are asking you to vote.
. Proposal 1A requests that you approve the proposed investment advisory
agreement ("Management Agreement") between the Portfolio and N&B Manage-
ment, and the proposed sub-advisory agreement ("Sub-Advisory Agreement")
between N&B Management and Neuberger & Berman.
. Proposal 1B requests that you ratify the selection of Ernst & Young as
the Portfolio's independent auditors.
. Proposal 2 requests that you ratify the selection of Ernst & Young LLP as
the Fund's independent auditors.
<PAGE>
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 800-877-9700. Thank you for your cooperation and
support.
Sincerely,
/s/ Stanley Egener
Stanley Egener
Chairman of the Board
<PAGE>
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"), 42nd 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 in-
vestors 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 Man-
agement") 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 EX-
PECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE EN-
CLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE.
By order of the Board of Trustees,
/s/ Claudia A. Brandon
Claudia A. Brandon
Secretary
September 6, 1995
<PAGE>
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 corpora-
tions and partnerships are signed by the appropriate persons as indicated in
the voting instructions on the proxy card, they will not be voted.
<PAGE>
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 solici-
tation 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 ad-
journment, 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 in-
dicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and the broker does not have discretionary vot-
ing 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 pro-
posal where the required vote is a percentage of the Shares present. Absten-
tions 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 card is re-
ceived 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
<PAGE>
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 2,465,892.366 Shares issued and out-
standing. Each full Share of the Fund is entitled to one vote, and each frac-
tional Share is entitled to a proportionate share of one vote for such purpos-
es. To the knowledge of the Fund's management, as of the Record Date, the of-
ficers 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 sharehold-
ers 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 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 Port-
folio, in turn, invests in securities in accordance with an investment objec-
tive, policies, and limitations identical to those of the Fund. Under this
"master/feeder fund structure," the investment performance of the Fund di-
rectly 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 in-
vestment advisory agreement between Managers Trust and BNP-N&B Global ("In-
vestment Advisory Agreement").
BNP-N&B Global recently informed the trustees of Managers Trust that it in-
tends to terminate the Investment Advisory Agreement effective November 1,
1995. Such termination will leave the Portfolio without an investment adviser.
2
<PAGE>
The trustees of Managers Trust believe that it would be in the best inter-
ests of the Portfolio to appoint 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 Man-
agement and Sub-Advisory Agreements to investors in the Portfolio for approv-
al. 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 fact that BNP-N&B Global would no longer be the investment ad-
viser, N&B Management would continue to 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 pro-
vides administrative services to the Portfolio pursuant to an agreement be-
tween Managers Trust and N&B Management ("Portfolio Administration Agree-
ment"). 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 Man-
agement 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 Agree-
ment").
Although the fees paid by the Portfolio for investment management and ad-
ministration 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 Ag-
gregate Fees and Expenses" below).
On August 11, 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
3
<PAGE>
investors in the Portfolio. The Fund will cast its vote on the matters ad-
dressed by Proposal 1 in the same proportion as the votes cast by Fund's
shareholders at the Meeting. The Fund currently 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 in-
vestment adviser to the Portfolio pursuant to the Investment Advisory Agree-
ment, 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 estab-
lished 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 dis-
cretion, 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 in-
ternational 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 re-
search 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 com-
missions, and extraordinary expenses ("Operating Expenses") exceed 0.70% per
annum of the Portfolio's average daily net assets ("Portfolio Expense Limita-
tion"). The Portfolio has agreed, in turn, to repay
4
<PAGE>
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" be-
low) is exceeded. The agreement for the Portfolio to reimburse BNP-N&B Global
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 advi-
sory fees of $94,422 and $4,167, respectively. For the fiscal year ended Au-
gust 31, 1995 and for the period from June 15, 1994 (commencement of opera-
tions) to August 31, 1994, BNP-N&B Global reimbursed the Portfolio for
$290,362 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 neg-
ligence in the performance of its duties or reckless disregard of its obliga-
tions 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 an-
nually (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 automati-
cally 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 not be entitled to such
5
<PAGE>
indemnification in respect of any actions or omissions constituting negligence
or misconduct on the part of N&B Management.
As compensation for its services under the Portfolio Administration Agree-
ment, 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 $100,000 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 an-
nually 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 automati-
cally in the event of assignment.
CURRENT FUND ADMINISTRATION AGREEMENT N&B Management provides similar fa-
cilities, services and personnel to the Fund and also assists the Fund's
shareholder servicing agent pursuant to the Current Fund Administration Agree-
ment, dated June 15, 1994 (as amended May 1, 1995). Because the Fund, unlike
other feeder funds in the Neuberger&Berman group of investment companies, in-
vests 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, account-
ing and other records; monitors investments made by the Portfolio for compli-
ance with the Fund's investment policies; and reviews accounting matters, in-
cluding calculation of the net asset value of the Fund's interest in the Port-
folio. Under the Current Fund Administration Agreement, the Fund pays N&B Man-
agement a fee at an annual rate of 0.67% of the Fund's average daily net as-
sets.
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. Ex-
penses 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, trans-
fer 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.
6
<PAGE>
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 Portfo-
lio level, exceed 1.70% per annum of the Fund's 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 reim-
bursed, 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 adminis-
tration fees of $126,902 and $5,732, respectively. For the fiscal year ended
August 31, 1995 and for the period from June 15, 1994 (commencement of opera-
tions) to August 31, 1994, N&B Management reimbursed the Fund for $116,746 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 an-
nually by a vote of the Trustees of the Trust, including a majority of the In-
dependent Trustees. The Current Fund Administration Agreement may be termi-
nated 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 re-
place 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 Port-
folio 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 In-
vestment 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 fact that BNP-N&B Global would no
longer be the investment adviser, N&B Management would continue to have access
to significant resources and expertise in global equity markets.
Neuberger&Berman, as sub-ad-
7
<PAGE>
viser to the Portfolio, and BNP intend to continue technical exchanges of re-
search 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.
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 monitor-
ing of Portfolio compliance). Because the Portfolio would receive and pay for
administrative services through its management fee, the Portfolio Administra-
tion Agreement would no longer be necessary and would be terminated.
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 as-
sets 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 Man-
agement as investment adviser and administrator of the Portfolio.
Like the limitations under the Investment Advisory Agreement, the Manage-
ment 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. Accord-
ingly, it is possible that N&B Management, as administrator of the Portfolio,
could be protected under the Management Agreement for certain acts or omis-
sions for which it would be liable under the Portfolio Administration Agree-
ment.
If approved by Fund shareholders, the Management Agreement would be exe-
cuted by Managers Trust and N&B Management, effective November 1, 1995, or as
soon as practicable thereafter. Unless sooner terminated, it would remain in
effect for two years following its effective date. Thereafter, it would be re-
newable 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 Portfo-
lio. 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.
8
<PAGE>
NEW FUND ADMINISTRATION AGREEMENT Under the New Fund Administration Agree-
ment, N&B Management would continue to provide the Fund with office space,
equipment and facilities and with the necessary personnel to perform execu-
tive, administrative and clerical functions. As is presently the case, N&B
Management would compensate all officers, trustees and employees of the Trust
who are 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 eq-
uity securities.
As compensation for its services under the New Fund Administration Agree-
ment, 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 undertak-
ing 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 August 31, 1995, the Fund had net assets of approximately $26.4 million. At
this level of assets, 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 1.55%
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 in-
crease at the Portfolio level for oversight and monitoring of Portfolio com-
pliance. 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 un-
til 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 $321,324. If the proposed fee
schedule had been in effect, aggregate fees would have been $209,765, or
$111,559 (34.72%) lower than under the current fee schedule.
9
<PAGE>
For the fiscal year ended August 31, 1995, the Portfolio paid investment
advisory fees of $94,422. If the proposed fee schedule had been in effect, the
management fee would have been $160,159, or $66,097 (70.00%) higher than under
the current fee schedule. This increase reflects the fact that the proposed
management agreement includes certain services provided under the Portfolio
Administration Agreement and the Current Fund Administration Agreement.
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. 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.
<TABLE>
<CAPTION>
CURRENT PROPOSED
EXPENSES SCHEDULE SCHEDULE
--------------------------------------------------------------
<S> <C> <C>
Investment Advisory and Administration Fees 1.06%* 0.00%*
12b-1 Fees None None
Other Expenses 0.64%* 1.70%*
----- -----
Total Operating Expenses 1.70%* 1.70%*
===== =====
</TABLE>
*(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 volun-
tary undertaking to reimburse the Fund for its Operating Expenses (including
the Fund's pro rata share of the Operating Expenses of the Portfolio) that ex-
ceed 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 1.67% of the Fund's aver-
age daily net assets and total Operating Expenses would be 2.50% of the aver-
age daily net assets of the Fund (or slightly higher if permitted by state se-
curities authorities).
For the proposed fee schedule, the table reflects N&B Management's volun-
tary undertaking to reimburse the Fund for its Operating Expenses (including
the Fund's pro rata share of the Operating Expenses of the Portfolio) that ex-
ceed 1.70% of the Fund's average daily net assets (see "New Fund Administra-
tion Agreement" supra). Absent reimbursement, investment advisory and adminis-
tration fees would be 1.11% of the Fund's average daily net assets and total
Operating Expenses would be 2.50% of
10
<PAGE>
the average daily net assets of the Fund (or slightly higher if permitted by
state securities authorities).
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 de-
scribed in the table above. For every $1,000 invested in the Fund, a share-
holder would have paid the following amounts of total expenses if the account
were closed at the end of each of the following time periods:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Current Schedule $17 $54 $92 $201
Proposed Schedule $17 $54 $92 $201
</TABLE>
The assumption in this example of a 5% annual return is required by regula-
tions of the Securities and Exchange Commission ("SEC") applicable to all mu-
tual 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 recommenda-
tions and research information that Neuberger&Berman, from time to time, pro-
vides 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 14
investment analysts, each of whom specializes in one or more industries, under
the supervision of the Director of Research, who would also be available for
consultation with N&B Management.
The Sub-Advisory Agreement provides that N&B Management will pay for serv-
ices 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 con-
tinue to serve as one of the brokers for the Portfolio's securities transac-
tions.
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 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
ter-
11
<PAGE>
minated, 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 continu-
ance 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 outstand-
ing 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 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 ad-
viser under the Investment Advisers Act of 1940 and a broker-dealer under the
Securities Exchange Act of 1934. Neuberger&Berman, a limited partnership, is
registered as an investment adviser under the Investment Advisers Act of 1940
and 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 mate-
rial interest in the matters addressed by Proposal 1 by virtue of their owner-
ship 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 three master
funds, having 21 series, and six feeder funds, having 31 series, with aggre-
gate net assets of $10.7 billion as of August 31, 1995. In addition,
Neuberger&Berman serves as investment adviser to two investment companies. As
of June 30, 1995, Neuberger&Berman and its affiliates had approximately $34.3
billion of assets under management.
TRUSTEES' CONSIDERATIONS AND RECOMMENDATIONS
To maintain the quality of advisory services that were provided by BNP-N&B
Global, the trustees of Managers Trust believe that it would be in the best
interests of
12
<PAGE>
the Portfolio to appoint N&B Management as the Portfolio's investment manager
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 cer-
tain factors that they deemed relevant, including the stature of N&B Manage-
ment 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 Management and Neuberger&Berman of the port-
folio 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 provi-
sion 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 addi-
tional 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 secu-
rities transactions for the Portfolio may be used by N&B Management in advis-
ing 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 pur-
chase research or other services, except those specifically necessary to the
funds.)
If Proposal 1A is not approved by shareholders, BNP-N&B Global will con-
tinue as the Portfolio's investment adviser until November 1, 1995. In the in-
terim, the trustees of Managers Trust and the Trustees of the Trust will con-
sider whether any other ar-
13
<PAGE>
rangements 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
PROPOSAL 1B. TO RATIFY SELECTION OF THE
INDEPENDENT AUDITORS
-------------------------------------------------------------------------------
Managers Trust has its principal offices in the Cayman Islands. The trust-
ees of Managers Trust, including the independent trustees, unanimously se-
lected Ernst & Young, One Capital Place, Shedden Road, George Town, Grand Cay-
man, Cayman Islands, as the independent auditors to audit the books and ac-
counts 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 out-
standing interests in the Portfolio.
Ernst & Young has been the Portfolio's independent auditors since the Port-
folio's inception. The professional services which are expected to be rendered
by Ernst & Young include the issuance of an opinion on the financial state-
ments 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 in-
direct 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
14
<PAGE>
employment of its auditors at any time without any penalty by vote of a major-
ity 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 state-
ments 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 fi-
nancial interest in the Fund. Representatives of Ernst & Young LLP are ex-
pected to be present at the Meeting, will be given the opportunity to make a
statement if they so desire and will be available should any matter arise re-
quiring 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 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 underwrit-
er" 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 af-
fected by approval of Proposal 1A.
BROKERAGE COMMISSIONS Neuberger&Berman and BNP-International Financial
Services Corporation ("BNP-International") act as the Portfolio's brokers in
the purchase and sale of portfolio securities and in connection with the writ-
ing 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 bro-
kerage commissions paid by the Portfolio was $128,324, of which $4,110 was
paid to Neuberger&Berman and no fees were paid to BNP-International. Transac-
tions in which the Portfolio used Neuberger&Berman as broker involved 5.22% of
the aggregate dollar amount of transactions involving the payment of commis-
sions, and 3.20% of the aggregate commissions paid by the Portfolio during the
period. Transactions in which the Portfolio used BNP-International as broker
involved 0.00% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0.00% of the aggregate commissions paid by the
Portfolio during the period.
15
<PAGE>
TRUSTEES AND OFFICERS The following table lists the principal executive of-
ficer and directors of N&B Management. The address of all such persons is the
same as that of N&B Management.
<TABLE>
<CAPTION>
POSITION WITH
NAME N&B MANAGEMENT PRINCIPAL OCCUPATION
---------------------------------------------------------------------
<S> <C> <C>
Richard A. Cantor Chairman of the Board Partner of
and Director Neuberger&Berman
Stanley Egener President and Director Partner of
Neuberger&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
Theresa A. Havell Vice President and Partner of
Director Neuberger&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; President of
Managers Trust; and
President and Trustee of
certain other mutual
funds for which N&B
Management acts as
manager or administrator
</TABLE>
Messrs. Egener and Zicklin, each of whom is an officer and/or Trustee of
the Trust and Managers Trust, 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 Manage-
ment.
16
<PAGE>
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 Man-
agement. 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 gen-
eral partners of Neuberger&Berman.
The general partners of Neuberger&Berman who have the five largest economic
interests therein are Marvin Schwartz, Dietrich Weismann, Robert Appel, Philip
Straus, and Lawrence Zicklin. The general partners who serve on
Neuberger&Berman's Executive Committee are Howard Berlin, Richard Cantor, How-
ard Ganek, Theresa Havell, Irwin Lainoff, Marvin Schwartz, and Lawrence
Zicklin. The general partners of Neuberger&Berman who have significant manage-
ment responsibilities relating to the Fund are Stanley Egener and Lawrence
Zicklin. 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 rec-
ord, 5% or more of the Fund's outstanding shares as of August 25, 1995.
<TABLE>
<CAPTION>
PERCENTAGE NUMBER OF
NAME AND ADDRESS OWNERSHIP SHARES
----------------------------------------------------------------------
<S> <C> <C>
Town of Cheshire Retirement Plan 17.01 419,338.850
Town of Cheshire
84 South Main Street
Cheshire, CT 06410-3108
Attn: Director of Finance
Neuberger&Berman Trust Co. 8.75 215,657.130
Trustee for the benefit of
Neuberger&Berman Employees Profit Sharing Plan
605 Third Avenue
New York, NY 10158
Neuberger&Berman* 8.36 206,188.073
605 Third Avenue
New York, NY 10158
</TABLE>
-----------
*Neuberger&Berman holds these shares of record for the accounts of certain of
its clients and has informed the Fund of its policy to maintain the
confidentiality of holdings in its client accounts unless disclosure is
expressly required by law.
17
<PAGE>
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. Sharehold-
ers who wish to submit proposals for inclusion in a proxy statement for a sub-
sequent 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,
/s/ Claudia A. Brandon
Claudia A. Brandon
Secretary
IT IS IMPORTANT THAT YOU EXECUTE AND
RETURN YOUR PROXY PROMPTLY.
18
<PAGE>
EXHIBIT A
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 invest-
ment 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 poli-
cies; and
WHEREAS, Managers Trust desires to retain the Manager as investment adviser
to furnish investment advisory and portfolio management services to each Se-
ries 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 Se-
ries), 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 infor-
mation relating to the economy, industries, businesses, securities markets and
securities as it may deem necessary or useful in discharging its responsibili-
ties 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 deci-
sions, including the selection of entities with or through which such pur-
chases, 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 re-
search, analysis, advice and similar services and pay such brokers and dealers
in return a higher commission or spread than may be charged by other brokers
or dealers.
<PAGE>
The Series hereby authorizes any entity or person associated with the Man-
ager which is a member of a national securities exchange to effect any trans-
action 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) there-
under, 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 in-
terests 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' invest-
ments in accordance with applicable law and the investment objectives, poli-
cies 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' busi-
ness and affairs and shall provide such services required for effective admin-
istration of the Series as are not provided by employees or other agents en-
gaged 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 ar-
rangement 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 fa-
cilities as are adequate for the Series' needs.
1.2.2 Personnel. Provide, without remuneration from or other cost to Manag-
ers 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 activi-
ties of the other agents engaged by the Series, including the Series' custodi-
an, independent auditors and legal counsel.
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
A-2
<PAGE>
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 Manag-
er. Expenses to be borne by a Series shall include both expenses directly at-
tributable 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 Man-
agers Trust. Subject to any separate agreement or arrangement between Managers
Trust or a Series and the Manager, the expenses hereby allocated to each Se-
ries, 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 en-
gaged by a Series to service Interestholder accounts.
2.2.3 Interestholder Reports. All expenses of preparing, setting in type,
printing and distributing reports and other communications to Interestholders
of a Series.
A-3
<PAGE>
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 commu-
nications 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 compen-
sation 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 in-
surance coverage required by law or regulation or deemed advisable by the
Trustees, including, without limitation, such bond, liability and other insur-
ance 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 for-
eign, 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 in-
vestment organization.
2.2.13 Nonrecurring and Extraordinary Expenses. Such nonrecurring and ex-
traordinary 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.
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 Agree-
ment.
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
A-4
<PAGE>
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 ap-
plicable 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 Operat-
ing 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.
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 Com-
mission 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.
A-5
<PAGE>
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, statisti-
cal data and other information in such form and at such intervals as the Se-
ries 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 recommen-
dations and research information available to the Manager. Retention of a sub-
adviser shall in no way reduce the responsibilities or obligations of the Man-
ager 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 connec-
tion 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 af-
filiated person of the Manager to render investment management and administra-
tive 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 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 ob-
ligations 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 Man-
agers 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.
A-6
<PAGE>
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, regu-
lation 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 ef-
fect 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 execu-
tion. Thereafter, in each case this Agreement shall continue in effect with
respect to each Series from year to year, subject to the termination provi-
sions 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 writ-
ten 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 there-
after that it does not desire such continuation. The Manager shall furnish any
Series, promptly upon its request, such information as may reasonably be nec-
essary 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.
A-7
<PAGE>
14. TERMINATION OF AGREEMENT.
This Agreement may be terminated at any time by either party hereto, with-
out 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 termina-
tion 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, regula-
tions or orders of the Securities and Exchange Commission validly issued pur-
suant to the 1940 Act. Specifically, the terms "vote of a majority of the out-
standing voting securities," "interested persons," "assignment" and "affili-
ated 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 re-
quirement of the 1940 Act reflected in any provision of this Agreement is mod-
ified, interpreted or relaxed by a rule, regulation or order of the Securities
and Exchange Commission, whether of special or of general application, such
provision 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 en-
forced 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 other-
wise affect their construction or effect.
A-8
<PAGE>
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 re-
spective 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
A-9
<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
A-10
<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
A-11
<PAGE>
EXHIBIT B
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 in-
vestment 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 hereun-
der, 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 perform-
ing 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 major-
ity 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 assign-
ment, 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
<PAGE>
not less than thirty nor more than sixty days' written notice 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 (un-
less 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 In-
vestment 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 Invest-
ment Company Act of 1940, as from time to time amended.
If you are in agreement with the foregoing, please sign the form of accept-
ance 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: __________________________________
B-2
<PAGE>
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
B-3
<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 BE-
HALF 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: BFDS Proxy Services, PO Box 9261, Boston, MA 02205-8524.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVE-
LOPE.
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."
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
________________________________ ________________________________
________________________________ ________________________________
________________________________ ________________________________
<PAGE>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the proxy card, date and sign
below, 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 to the right. 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.
REGISTRATION
Please be sure to sign and date this Proxy. Date
-----------------
Shareholder sign here Co-owner sign here
------------ -------------
THE BOARD OF TRUSTEES
RECOMMENDS A VOTE "FOR"
1. Authorization of Neuberger & Berman Equity Funds, on behalf of Neuberger &
Berman 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 Manage-
ment") 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. To ratify 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 herein.
Mark box at right if comments or address change have been noted on the reverse
side of this card. [ ]
RECORD DATE SHARES:
<PAGE>
