NEUBERGER & BERMAN EQUITY FUNDS, 485APOS, 1996-10-04

NEUBERGER & BERMAN EQUITY FUNDS
485APOS, 1996-10-04

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<PAGE>
As filed with the Securities and Exchange Commission on October 4, 1996
1933 Act Registration No. 2-11357
1940 Act Registration No. 811-582
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [__X__]

Pre-Effective Amendment No. ______ [_____]

Post-Effective Amendment No. __75__ [__X__]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [__X__]

Amendment No. __30__ [__X__]
(Check appropriate box or boxes)

NEUBERGER & BERMAN EQUITY FUNDS
(Exact Name of the Registrant as Specified in Charter)
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
(Address of Principal Executive Offices)

Registrant's Telephone Number, including area code: (212) 476-8800

Lawrence Zicklin, President
Neuberger & Berman Equity Funds
605 Third Avenue, 2nd Floor
New York, New York 10158-0180

Arthur C. Delibert, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W., 2nd Floor
Washington, D.C. 20036-1800
(Names and Addresses of agents for service)

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

_____ immediately upon filing pursuant to paragraph (b)
_____ on __________ pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
__X__ on December 6, 1996 pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on __________ pursuant to paragraph (a)(2)

Registrant has filed a declaration pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended, and the notice required by
such rule for its 1996 fiscal year will be filed on or about October 25,
1996.

Neuberger & Berman Equity Funds is a "master/feeder fund." This
Post-Effective Amendment No. 75 includes signature pages for the master
funds, Equity Managers Trust and Global Managers Trust, and appropriate
officers and trustees thereof.

Page ______ of ______
Exhibit Index Begins on
Page _______
<PAGE>

NEUBERGER & BERMAN EQUITY FUNDS

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 75 ON FORM N-1A

This post-effective amendment consists of the following papers
and documents.

Cover Sheet

Contents of Post-Effective Amendment No. 75 on Form N-1A

Cross Reference Sheet

Neuberger & Berman Focus Fund
Neuberger & Berman Genesis Fund
Neuberger & Berman Guardian Fund
Neuberger & Berman International Fund
Neuberger & Berman Manhattan Fund
Neuberger & Berman Partners Fund
Neuberger & Berman Socially Responsive Fund
-------------------------------------------

Part A - Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Pages
<PAGE>

NEUBERGER & BERMAN EQUITY FUNDS
POST-EFFECTIVE AMENDMENT NO. 75 ON FORM N-1A

Cross Reference Sheet

This cross reference sheet relates to the Prospectus
and Statement of Additional Information for
Neuberger & Berman Focus Fund,
Neuberger & Berman Genesis Fund,
Neuberger & Berman Guardian Fund,
Neuberger & Berman International Fund
Neuberger & Berman Manhattan Fund,
Neuberger & Berman Partners Fund, and
Neuberger & Berman Socially Responsive Fund

Form N-1A Item No. Caption in Part A Prospectus
------------------ ----------------------------

Item 1. Cover Page Front Cover Page

Item 2. Synopsis Expense Information; Summary

Item 3. Condensed Financial Financial Highlights; Performance
Information Information

Item 4. General Description of Investment Program; Description of
Registrant Investments; Special Information
Regarding Organization,
Capitalization, and Other Matters

Item 5. Management of the Fund Management and Administration; Other
Information; Back Cover Page

Item 6. Capital Stock and Other Front Cover Page; Dividends, Other
Securities Distributions, and Taxes; Special
Information Regarding Organization,
Capitalization, and Other Matters

Item 7. Purchase of Securities Being How to Buy Shares; Additional
Offered Information on Telephone
Transactions; Shareholder Services;
Share Prices and Net Asset Value;
Management and Administration

Item 8. Redemption or Repurchase How to Sell Shares; Additional
Information on Telephone
Transactions; Shareholder Services;
Share Prices and Net Asset Value
<PAGE>

Item 9. Pending Legal Proceedings Not Applicable
<PAGE>

Caption in Part B
Form N-1A Item No. Statement of Additional Information
------------------ -----------------------------------

Item 10. Cover Page Cover Page

Item 11. Table of Contents Table of Contents

Item 12. General Information and Organization
History

Item 13. Investment Objectives and Investment Information; Certain Risk
Policies Considerations

Item 14. Management of the Fund Trustees and Officers

Item 15. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities

Item 16. Investment Advisory and Investment Management and
Other Services Administration Services; Trustees
and Officers; Distribution
Arrangements; Reports To
Shareholders; Custodian and Transfer
Agent; Independent
Auditors/Accountants

Item 17. Brokerage Allocation Portfolio Transactions

Item 18. Capital Stock and Other Investment Information; Additional
Securities Redemption Information; Dividends
and Other Distributions

Item 19. Purchase and Redemption Additional Purchase Information;
Additional Exchange Information;
Additional Redemption Information;
Distribution Arrangements

Item 20. Tax Status Dividends and other Distributions;
Additional Tax Information

Item 21. Underwriters Investment Management and
Administration Services;
Distribution Arrangements

Item 22. Calculation of Performance Performance Information
Data

Item 23. Financial Statements Financial Statements

</TABLE>
<PAGE>

Part C
------

Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C to this Post-Effective
Amendment No. 75.
<PAGE>

EQUITY FUNDS

No-Load Equity Funds
Neuberger&Berman FOCUS FUND(REGISTERED TRADEMARK)
Neuberger&Berman MANHATTAN FUND(SERVICEMARK)
Neuberger&Berman GENESIS FUND(REGISTERED TRADEMARK)
Neuberger&Berman PARTNERS FUND(SERVICEMARK)
Neuberger&Berman GUARDIAN FUND(SERVICEMARK)
Neuberger&Berman SOCIALLY RESPONSIVE FUND(REGISTERED TRADEMARK)
Neuberger&Berman INTERNATIONAL FUND(REGISTERED TRADEMARK)

Initial Purchase--$1,000 Minimum
Automatic Investing--$100 Minimum Per Month
Gift Programs and IRAs--$250 Minimum
Call 800-877-9700

Each of the above-named funds (a "Fund") invests all of its net
investable assets in a corresponding portfolio of Equity Managers Trust
or, in the case of Neuberger&Berman International Fund, in the
corresponding portfolio of Global Managers Trust (each a "Portfolio").
Equity Managers Trust and Global Managers Trust ("Managers Trusts") are
open-end management investment companies managed by Neuberger&Berman
Management Incorporated ("N&B Management"). Each Portfolio invests in
securities in accordance with an investment objective, policies, and
limitations identical to those of its corresponding Fund. The investment
performance of each Fund directly corresponds with the investment
performance of its corresponding Portfolio. This "master/feeder fund"
structure is different from that of many other investment companies which
directly acquire and manage their own portfolios of securities. For more
information on this unique structure that you should consider, see
"Summary" on page 3, and "Special Information Regarding Organization,
Capitalization, and Other Matters" on page 32.

Please read this Prospectus before investing in any of the Funds
and keep it for future reference. It contains information about the Funds
that a prospective investor should know before investing. A Statement of
Additional Information ("SAI") about the Funds and Portfolios, dated
December 6, 1996, is on file with the Securities and Exchange Commission
("SEC"). The SAI is incorporated herein by reference (so it is legally
considered a part of this Prospectus). You can obtain a free copy of the
SAI by calling N&B Management at 800-877-9700.

The SEC maintains a Website (http://www.sec.gov) that contains
the SAI, material incorporated by reference, and other information
regarding the Funds and Portfolios.

Prospectus Dated December 6, 1996

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED BY, ANY BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT
INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND
<PAGE>

ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE
PRINCIPAL AMOUNT INVESTED.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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<PAGE>

TABLE OF CONTENTS
<S> <C>
SUMMARY 3 HOW TO BUY SHARES 35
The Funds and Portfolios; By Mail 35
Risk Factors 3 By Wire 35
Management 5 By Telephone 36
The Neuberger&Berman By Exchanging Shares 36
Investment Approach 5 Other Information 36
EXPENSE INFORMATION 7 HOW TO SELL SHARES 38
Shareholder Transaction Expenses By Mail or Facsimile Transmission
for Each Fund 7 (Fax) 38
Annual Fund Operating Expenses 7 By Telephone 39
Example 9 Other Information 39
FINANCIAL HIGHLIGHTS 10 ADDITIONAL INFORMATION ON TELEPHONE
Focus Fund 11 TRANSACTIONS 41
Genesis Fund 12
Guardian Fund 13 SHAREHOLDER SERVICES 42
International Fund 14 Automatic Investing and Dollar
Manhattan Fund 15 Cost Averaging 42
Partners Fund 16 Exchange Privilege 42
Socially Responsive Fund 17 Systematic Withdrawal Plans 43
Retirement Plans 43
INVESTMENT PROGRAMS 21 SHARE PRICES AND
Focus Portfolio 21 NET ASSET VALUE 44
Genesis Portfolio 22 DIVIDENDS, OTHER
Guardian Portfolio 23 DISTRIBUTIONS, AND TAXES 45
International Portfolio 23 Distribution Options 45
Manhattan Portfolio 24 Taxes 45
Partners Portfolio 25
Socially Responsive Portfolio 25 MANAGEMENT AND ADMINISTRATION 47
Short-Term Trading; Trustees and Officers 47
Portfolio Turnover 27 Investment Manager, Administrator,
Borrowings 27 Distributor, and Sub-Adviser 47
Other Investments 28 Expenses 49
Transfer and Shareholder Servicing
Arrangements 51
PERFORMANCE INFORMATION 29 DESCRIPTION OF INVESTMENTS 52
Total Return Information 31 USE OF JOINT PROSPECTUS AND
SPECIAL INFORMATION STATEMENT OF ADDITIONAL INFORMATION 59
REGARDING ORGANIZATION, OTHER INFORMATION 60
CAPITALIZATION, DIRECTORY 60
AND OTHER MATTERS 32 FUNDS ELIGIBLE FOR EXCHANGE 60
The Funds 32
The Portfolios 33

</TABLE>
<PAGE>

SUMMARY

The Funds and Portfolios; Risk Factors

Each Fund is a series of Neuberger&Berman Equity Funds (the
"Trust") and invests in a corresponding Portfolio that, in turn, invests
in securities in accordance with an investment objective, policies, and
limitations that are identical to those of the Fund. This is sometimes
called a master/feeder fund structure, because each Fund "feeds"
shareholders' investments into its corresponding Portfolio, a "master"
fund. The structure looks like this:

Shareholders
---------------
BUY SHARES IN
Funds
--------
INVEST IN
Portfolios
-------------
INVEST IN
Stocks & Other Securities
--------------------------------

The trustees who oversee the Funds believe that this structure
may benefit shareholders; investment in a Portfolio by investors in
addition to a Fund may enable the Portfolio to achieve economies of scale
that could reduce expenses. For more information about the organization of
the Funds and the Portfolios, including certain features of the
master/feeder fund structure, see "Special Information Regarding
Organization, Capitalization, and Other Matters" on page 32. An investment
in any Fund involves certain risks, depending upon the types of
investments made by its corresponding Portfolio. For more details about
each Portfolio, its investments and their risks, see "Investment Programs"
on page 21 and "Description of Investments" on page 52.

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<PAGE>

The following table is a summary highlighting features of the
Funds and their corresponding Portfolios. You may want to invest in a
variety of Funds to fit your particular investment needs. Of course,
there can be no assurance that a Fund will meet its investment objective.
<TABLE>
<CAPTION>

Neuberger&Berman Investment Style Portfolio Characteristics
Equity Funds

GUARDIAN FUND Broadly diversified, large-cap A growth and income fund that invests
value fund. Relatively low primarily in stocks of established, high-
portfolio turnover. quality companies that are not well followed
on Wall Street or are temporarily out of
favor.

FOCUS FUND Large-cap value fund, more Invests principally in common stocks selected
concentrated portfolio than from 13 multi-industry sectors of the
Guardian. Relatively low economy. To maximize potential return, the
portfolio turnover. Portfolio normally makes at least 90% of its
investments in not more than six sectors of
the economy believed by the portfolio
managers to be undervalued.

GENESIS FUND Broadly diversified, small-cap Invests primarily in stocks of companies with
value fund. Relatively low small market capitalizations (usually up to
portfolio turnover. $1.5 billion). Portfolio manager seeks to buy
the stocks of strong companies with a history
of solid performance and a proven management
team, which are selling at attractive prices.

INTERNATIONAL FUND Broadly diversified, medium- Seeks long-term capital appreciation by
to large-cap international investing primarily in foreign stocks, both
equity fund. Capitalization is in developed economies and in emerging
determined in relation to the markets. Portfolio manager seeks undervalued
principal market in which companies in countries with strong potential
securities are traded. for growth.
Relatively low portfolio
turnover.

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<PAGE>

MANHATTAN FUND Broadly diversified, small-, Invests in securities believed to have the
medium- and large-cap growth maximum potential for long-term capital
fund. Relatively low portfolio appreciation. Portfolio manager follows a
turnover. "growth at a reasonable price" philosophy and
searches for financially sound, growing
companies with a special competitive
advantage or a product that makes their
stocks attractive.

PARTNERS FUND Broadly diversified, medium- Seeks capital growth through an approach that
to large-cap value fund. is intended to increase capital with
Moderate portfolio turnover. reasonable risk. Portfolio managers look at
fundamentals, focusing particularly on cash
flow, return on capital, and asset values.

SOCIALLY RESPONSIVE FUND Broadly diversified, large-cap Seeks long-term capital appreciation by
value fund. Relatively low investing in common stocks of companies that
portfolio turnover. meet both financial and social criteria.

</TABLE>

Management

N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for the
Portfolios. N&B Management also provides administrative services to the
Portfolios and the Funds and acts as distributor of Fund shares. See
"Management and Administration" on page 47. If you want to know how to buy
and sell shares of the Funds or exchange them for shares of other
Neuberger&Berman Funds(REGISTERED TRADEMARK), see "How to Buy Shares" on
page 35, "How to Sell Shares" on page 38, and "Shareholder Services --
Exchange Privilege" on page 42.

The Neuberger&Berman Investment Approach

While each Portfolio has its own investment objective, policies,
and limitations, each Portfolio is managed using one of two basic
investment approaches -- value or growth.

A value-oriented portfolio manager buys stocks that are selling
for less than their perceived market values. These include stocks that are
currently under-researched or are temporarily out of favor on Wall Street.

Portfolio managers identify value stocks in several ways. One of
the most common identifiers is a low price-to-earnings ratio -- that is,

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<PAGE>

stocks selling at multiples of earnings per share that are lower than that
of the market as a whole. Other criteria are high dividend yield, a strong
balance sheet and financial position, a recent company restructuring with
the potential to realize hidden values, strong management, and low price-
to-book value (net value of the company's assets).

While a value approach concentrates on undervalued securities in
relation to their fundamental economic values, a growth approach seeks out
stocks of companies that are projected to grow at above-average rates and
may appear poised for a period of accelerated earnings.

The growth portfolio manager is willing to pay a higher share
price in the hope that the stock's earnings momentum will carry the
stock's price higher. As a stock's price increases based on strong
earnings, the stock's original price appears low in relation to the growth
rate of its earnings. Sometimes this happens when a particular company or
industry is temporarily out of favor with the market or under-researched.
This strategy is called "growth at a reasonable price."

Neuberger&Berman believes that, over time, securities that are
undervalued are more likely to appreciate in price and be subject to less
risk of price decline than securities whose market prices have already
reached their perceived economic values. This approach also contemplates
selling portfolio securities when they are considered to have reached
their potential.

In general, Neuberger&Berman Focus, Neuberger&Berman Genesis,
Neuberger&Berman Guardian, Neuberger&Berman Partners and Neuberger&Berman
Socially Responsive Portfolios adhere to a value-oriented investment
approach. Neuberger&Berman Manhattan Portfolio places a greater emphasis
on finding securities whose measures of fundamental value are low in
relation to the growth rates of their future earnings and cash flow, as
projected by the portfolio manager, and that Portfolio is therefore
willing to invest in securities with prices that are somewhat higher
multiples of earnings.

Neuberger&Berman International Portfolio uses an investment
process that includes a combination of country selection and individual
security selection primarily based on a value-oriented investment
approach.

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<PAGE>

EXPENSE INFORMATION

This section gives you certain information about the expenses of
each Fund and its corresponding Portfolio. See "Performance Information"
for important facts about the investment performance of each Fund, after
taking expenses into account.

Shareholder Transaction Expenses for Each Fund

As shown by this table, you pay no transaction charges when you
buy or sell Fund shares.

Sales Charge Imposed on Purchases NONE
Sales Charge Imposed on Reinvested Dividends NONE
Deferred Sales Charges NONE
Redemption Fees NONE
Exchange Fees NONE

If you want to redeem shares by wire transfer, the Funds'
transfer agent charges a fee (currently $8.00) for each wire redemption.
Shareholders who have one or more accounts in the Neuberger&Berman
Funds(REGISTERED TRADEMARK) aggregating $250,000 or more in value are not
charged for wire redemptions; the $8.00 fee is borne by N&B Management.

Annual Fund Operating Expenses
(as a percentage of average daily net assets)

The following table shows annual Total Operating Expenses for
each Fund, which are paid out of the assets of the Fund and which include
the Fund's pro rata portion of the Operating Expenses of its corresponding
Portfolio. These expenses are borne indirectly by Fund shareholders. Each
Fund pays N&B Management an administration fee based on the Fund's average
daily net assets. Each Portfolio pays N&B Management a management fee,
based on the Portfolio's average daily net assets; a pro rata portion of
this fee is borne indirectly by the corresponding Fund. Therefore, the
table combines management and administration fees. The Funds and
Portfolios also incur other expenses for things such as accounting and
legal fees, maintaining shareholder records, and furnishing shareholder
statements and Fund reports. "Operating Expenses" exclude interest, taxes,
brokerage commissions, and extraordinary expenses. The Funds' expenses are
factored into their share prices and dividends and are not charged
directly to Fund shareholders. For more information, see "Management and
Administration" and the SAI.

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<PAGE>

<TABLE>
<CAPTION>
Neuberger&Berman Management and 12b-1 Fees Other Expenses Total Operating
Equity Funds Administration Fees Expenses

FOCUS FUND None
GENESIS FUND None
GUARDIAN FUND None
INTERNATIONAL FUND* None
MANHATTAN FUND None
PARTNERS FUND None
SOCIALLY RESPONSIVE FUND* None

</TABLE>

#(Reflects N&B Management's waiver of certain management fees, described
below)
*(Reflects N&B Management's expense reimbursement undertaking, described
below)

Total Operating Expenses for each Fund are annualized projections
based upon current administration fees for the Fund and management fees
for its corresponding Portfolio, with "Other Expenses" based on each
Fund's and Portfolio's expenses for the past fiscal year. The trustees of
the Trust believe that the aggregate per share expenses of each Fund and
its corresponding Portfolio will be approximately equal to the expenses
the Fund would incur if its assets were invested directly in the type of
securities held by its corresponding Portfolio. The trustees of the Trust
also believe that investment in a Portfolio by investors in addition to a
Fund may enable the Portfolio to achieve economies of scale which could
reduce expenses. The expenses and, accordingly, the returns of other funds
that may invest in the Portfolios may differ from those of the Funds.

The previous table reflects N&B Management's voluntary
undertaking until December 31, 1997, to reimburse Neuberger&Berman
Socially Responsive Fund for its Operating Expenses and its pro rata share
of Neuberger&Berman Socially Responsive Portfolio's Operating Expenses
which, in the aggregate, exceed 1.50% per annum of that Fund's average
daily net assets. Absent the reimbursement, Management and Administration
Fees, Other Expenses, and Total Operating Expenses would be ____%, ____%,
and ____%, respectively, per annum of the average daily net assets of
Neuberger&Berman Socially Responsive Fund (or slightly higher if permitted
by state securities authorities). N&B Management has voluntarily agreed to
waive a portion of the management fee borne directly by Neuberger&Berman
Genesis Portfolio and indirectly by Neuberger&Berman Genesis Fund to
reduce the fee by 0.10% per annum of the average daily net assets of
Neuberger&Berman Genesis Portfolio. Absent the waiver, Management and
Administration Fees would be ____%, and Total Operating Expenses would be

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<PAGE>

____%, per annum of the average daily net assets of Neuberger&Berman
Genesis Fund. The above table also reflects N&B Management's voluntary
undertaking until December 31, 1997 to reimburse Neuberger&Berman
International Fund for its Operating Expenses and its pro rata share of
the Operating Expenses of Neuberger&Berman International Portfolio that,
in the aggregate, exceed 1.70% per annum of that Fund's average daily net
assets. Absent the reimbursement, Management and Administration Fees,
Other Expenses, and Total Operating Expenses would be ____%, ____%, and
____%, respectively, per annum of the average daily net assets of
Neuberger&Berman International Fund (or slightly higher if permitted by
state securities authorities).

For more information about the current expense reimbursement
undertakings and fee waiver, see "Expenses" on page 49.

Example

To illustrate the effect of Operating Expenses, let's assume that
each Fund's annual return is 5% and that it had Total Operating Expenses
described in the table above. For every $1,000 you invested in each Fund,
you would have paid the following amounts of total expenses if you closed
your account at the end of each of the following time periods:

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<PAGE>

<TABLE>
<CAPTION>
Neuberger&Berman
Equity Funds 1 Year 3 Years 5 Years 10 Years

FOCUS FUND
GENESIS FUND
GUARDIAN FUND
INTERNATIONAL FUND
MANHATTAN FUND
PARTNERS FUND
SOCIALLY RESPONSIVE FUND

</TABLE>

The assumption in this example of a 5% annual return is required
by regulations of the Securities and Exchange Commission 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, AND MAY
CHANGE IF EXPENSE REIMBURSEMENTS CHANGE.

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<PAGE>

FINANCIAL HIGHLIGHTS

Selected Per Share Data and Ratios

The financial information in the following tables is for each
Fund as of August 31, 1996 and includes data related to each Fund (except
Neuberger&Berman International Fund and Neuberger&Berman Socially
Responsive Fund) before it was converted into a series of the Trust on
August 2, 1993. Neuberger&Berman Socially Responsive Fund commenced
operations on March 16, 1994. Neuberger&Berman International Fund
commenced operations on June 15, 1994. This information has been audited
by the Funds' respective independent auditors/accountants. You may obtain,
at no cost, further information about the performance of the Funds in
their annual reports to shareholders. The annual reports contain the
auditors'/accountants' reports. Please call 800-877-9700 for a free copy
and for up-to-date information. Also, see "Performance Information."

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<PAGE>

FINANCIAL HIGHLIGHTS

Focus Fund(1)

The following table includes selected data for a share
outstanding throughout each year and other performance information derived
from the Financial Statements. It should be read in conjunction with its
corresponding Portfolio's Financial Statements and notes thereto.
<TABLE>
<CAPTION>

Year Ended August 31, Period from
October 1, 1992 to
August 31,

1996(2) 1995(2) 1994(2) 1993(2)
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $24.42 $24.00 $19.31

Income from Investment Operations
Net Investment Income .17 .21 .23
Net Gains or Losses on Securities
(both realized and unrealized) 5.97 2.16 4.65

Total from Investment Operations 6.14 2.37 4.88

Less Distributions
Dividends (from net investment income) (.20) (.25) (.04)
Distributions (from capital gains) (1.48) (1.70) (.15)

Total Distributions (1.68) (1.95) (.19)

Net Asset Value, End of Year $28.88 $24.42 $24.00

Total Return# +27.47% +10.35% +25.39%(3)

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $956.0 $643.9 $573.9
Ratio of Expenses to Average Net Assets .87% .85% .92%(4)
Ratio of Net Income to Average Net Assets .75% .89% 1.18%(4)
Portfolio Turnover Rate(5) -- -- 52%

See Notes to Financial Highlights.

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<PAGE>

Year Ended September 30,

1992 1991 1990 1989 1988 1987

Net Asset Value, Beginning of Year $18.91 $16.66 $19.01 $16.60 $20.10 $17.96

Income from Investment Operations
Net Investment Income .29 .38 .44 .46 .46 .48
Net Gains or Losses on Securities
(both realized and unrealized) 2.62 2.96 (1.84) 4.83 (2.98) 5.46

Total from Investment Operations 2.91 3.34 (1.40) 5.29 (2.52) 5.94

Less Distributions
Dividends (from net investment income) (.31) (.37) (.39) (.49) (.47) (.49)
Distributions (from capital gains) (2.20) (.72) (.56) (2.39) (.51) (3.31)

Total Distributions (2.51) (1.09) (.95) (2.88) (.98) (3.80)

Net Asset Value, End of Year $19.31 $18.91 $16.66 $19.01 $16.60 $20.10

Total Return# +15.51% +20.20% -7.54% +32.23% -12.44% +33.07%

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $439.2 $399.2 $368.6 $441.3 $375.2 $481.1
Ratio of Expenses to Average Net Assets .91% .93% .92% .99% 1.01% .86%
Ratio of Net Income to Average Net Assets 1.46% 2.01% 2.34% 2.39% 2.64% 2.21%
Portfolio Turnover Rate(5) 77% 60% 66% 60% 66% 88%

See Notes to Financial Highlights.

</TABLE>

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<PAGE>

FINANCIAL HIGHLIGHTS

Genesis Fund

Period from
Year Ended August 31, August 1, 1993
to August 31,
1996(2) 1995(2) 1994(2) 1993(2)
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $8.27 $8.62 $8.30

Income from Investment Operations
Net Investment Income (oss) -- (.01) --
Net Gains or Losses on Securities
(both realized and unrealized) 1.56 .42 .32

Total from Investment Operations
1.56 .41 .32
Less Distributions
Dividends (from net investment income) -- (.01) --
Distributions (from capital gains) (.31) (.75) --

Total Distributions (.31) (.76) --

Net Asset Value, End of Year
$9.52 $8.27 $8.62
Total Return#
+19.69% +4.77% +3.86%(3)
Ratios/Supplemental Data
Net Assets, End of Year (in millions) $111.5 $135.6 $118.5
Ratio of Expenses to Average Net Assets 1.35%(7) 1.36% 1.51%(4)
Ratio of Net Income (Loss) to Average Net Assets (.16%)(7) (.20%) (.08%)(4)
Portfolio Turnover Rate(5) -- -- --

</TABLE>

See Notes to Financial Highlights.

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<PAGE>

Year Ended July 31, Period from
September 27,
1998(6) to
July 31,

1993 1992 1991 1990 1989

<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $7.10 $6.41 $5.78 $6.25 $5.00

Income from Investment Operations
Net Investment Income (Loss) .01 (.01) .03 .02 .02
Net Gains or Losses on Securities 1.19 .80 .64 (.35) 1.24
(both realized and unrealized)

Total from Investment Operations 1.20 .79 .67 (.33) 1.26

Less Distributions
Dividends (from net investment income) -- (.01) (.04) (.02) (.01)
Distributions (from capital gains) -- (.09) -- (.12) --

Total Distributions -- (.10) (.04) (.14) (.01)

Net Asset Value, End of Year $8.30 $7.10 $6.41 $5.78 $6.25

Total Return# +16.90% +12.38% +11.80% -5.33% +25.24%(3)

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $113.5 $72.2 $27.8 $20.8 $18.1
Ratio of Expenses to Average Net Assets 1.65% 2.00%(7) 2.00%(7) 2.00%(7) 2.00%(4,7)
Ratio of Net Income (Loss) to Average Net Assets .15% (.14%)(7) .60%(7) .41%(7) .51%(4,7)
Portfolio Turnover Rate(5) 54% 23% 46% 37% 10%

</TABLE>

See Notes to Financial Highlights.

- 16 -
<PAGE>

FINANCIAL HIGHLIGHTS

Guardian Fund

The following table includes selected data for a share
outstanding throughout each year and other performance information derived
from the Financial Statements(8). It should be read in conjunction with
its corresponding Portfolio's Financial Statements and notes thereto.

<TABLE>
<CAPTION>
Year Ended August 31,

1996(2) 1995(2) 1994(2) 1993(2) 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $19.52 $18.57 $15.73 $14.90 $11.90

Income from Investment Operations
Net Investment Income .27 .24 .30 .29 .32

Net Gains or Losses on Securities 4.30 1.41 3.45 1.71 3.20
(both realized and unrealized)
Total from Investment Operations 4.57 1.65 3.75 2.00 3.52

Less Distributions
Dividends (from net investment (.25) (.30) (.25) (.26) (.35)
income)
Distributions (from capital (.23) (.40) (.66) (.91) (.17)
gains)

Total Distributions (.48) (.70) (.91) (1.17) (.52)

Net Asset Value, End of Year $23.61 $19.52 $18.57 $15.73 $14.90

Total Return# +24.06% +9.12% +24.43% +13.88% +30.48%

Ratios/Supplemental Data
Net Assets, End of Year (in $3,947.5 $2,416.5 $1,787.0 $802.9 $628.6
millions)
Ratio of Expenses to Average
Net Assets .80% .80% .81% .82% .84%
Ratio of Net Income to Average
Net Assets 1.40% 1.36% 2.01% 1.90% 2.46%
Portfolio Turnover Rate(5) -- -- 27% 41% 59%

</TABLE>

See Notes to Financial Highlights.

- 17 -
<PAGE>

<TABLE>
<CAPTION>
Year Ended October 31,

Period from November 1989 1988 1987
1, 1989 to August
31,

<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year 1990 $12.31 $11.08 $13.17

Income from Investment Operations $13.20
Net Investment Income .35 .35 .40
Net Gains or Losses on Securities .31
(both realized and unrealized) 2.08 2.55 (.77)

Total from Investment Operations (1.36) 2.43 2.90 (.37)

Less Distributions (1.05)
Dividends (from net investment income) (.36) (.36) (.41)
Distributions (from capital gains) (.25) (1.18) (1.31) (1.31)

Total Distributions -- (1.54) (1.67) (1.72)
(.25)
Net Asset Value, End of Year $13.20 $12.31 $11.08

Total Return# $11.90 +19.91% +26.79% -3.05%

Ratios/Supplemental Data -8.08%(3)
Net Assets, End of Year (in millions) $569.3 $539.1 $461.1
Ratio of Expenses to Average $496.3
Net Assets .84% .84% .74%
Ratio of Net Income to Average .86%(4)
Net Assets 2.59% 2.80% 2.72%
Portfolio Turnover Rate(5) 2.89%(4) 52% 73% 91%

</TABLE>

See Notes to Financial Highlights.

- 18 -
<PAGE>

FINANCIAL HIGHLIGHTS

International Fund

The following table includes selected data for a share
outstanding throughout each year and other performance information derived
from the Financial Statements. The per share amounts and ratios which are
shown reflect income and expenses, including the Fund's proportionate
share of its corresponding Portfolio's income and expenses. It should be
read in conjunction with its corresponding Portfolio's Financial
Statements and notes thereto.

Year Ended August 31, Period from June 15,
1994(10) to August 31,
1996 1995 1994

<S> <C> <C>
Net Asset Value, Beginning of Year $10.46 $10.00

Income from Investment Operations
Net Investment Income .06 .01
Net Gains or Losses on Securities
(both realized and unrealized) .21 .45

Total from Investment Operations .27 .46

Less Distributions
Dividends (from net investment income) (.03) --

Net Asset Value, End of Year $10.70 $10.46

Total Return# +2.60% +4.60%(3)

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $26.4 $ 6.2
Ratio of Expenses to Average Net Assets(7) 1.70% 1.70%(4)
Ratio of Net Income to Average Net Assets(7) .73% .57%(4)

</TABLE>

See Notes to Financial Highlights.

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<PAGE>

FINANCIAL HIGHLIGHTS

Manhattan Fund

Year Ended August 31
1996(2) 1995(2) 1994(2) 1993(2) 1992
<S> <C> <C> <C> <C> <C>

Net Asset Value, Beginning of Year $11.28 $12.94 $11.59 $11.55

Income from Investment Operations
Net Investment Income -- .02 .02 .06
Net Gains or Losses on Securities 2.70 .40 3.06 .49
(both realized and unrealized)

Total from Investment Operations 2.70 .42 3.08 .55

Less Distributions
Dividends (from net investment income) (.01) (.02) (.05) (.11)
Distributions (from capital gains) (.70) (2.06) (1.68) (.40)

Total Distributions (.71) (2.08) (1.73) (.51)

Net Asset Value, End of Year $13.27 $11.28 $12.94 $11.59

Total Return# +26.00% +3.49% +27.76% +4.74%

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $612.0 $510.3 $537.6 $400.7
Ratio of Expenses to Average Net .98% .96% 1.04% 1.07%
Assets
Ratio of Net Income to Average Net .03% .16% .20% .57%
Assets
Portfolio Turnover Rate(5) -- -- 76%(4) 83%

</TABLE>

See Notes to Financial Highlights.

- 20 -
<PAGE>

<TABLE>
<CAPTION

Year Ended December 31,

1991 1990(9) 1989 1988 1987

<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 9.46 $10.44 $ 9.04 $ 7.81 $ 8.95

Income from Investment Operations
Net Investment Income .13 .10 .18 .17 .14
Net Gains or Losses on Securities 2.27 (1.08) 2.45 1.26 (.07)
(both realized and unrealized)

Total from Investment Operations 2.40 (.98) 2.63 1.43 .07

Less Distributions
Dividends (from net investment income) (.16) -- (.18) (.16) (.26)
Distributions (from capital gains) (.15) -- (1.05) (.04) (.95)

Total Distributions (.31) -- (1.23) (.20) (1.21)

Net Asset Value, End of Year $11.55 $ 9.46 $10.44 $ 9.04 $ 7.81

Total Return# +26.17% -9.39%(3) +29.09% +18.31% +0.43%

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $429.0 $355.6 $404.7 $341.7 $329.0
Ratio of Expenses to Average Net Assets 1.09% 1.14%(4) 1.12% 1.18% .98%
Ratio of Net Income to Average Net Assets 1.28% 1.44%(4) 1.60% 1.55% 1.58%
Portfolio Turnover Rate(5) 78% 91%(4) 77% 70% 111%

</TABLE>

See Notes to Financial Highlights.

- 21 -
<PAGE>

FINANCIAL HIGHLIGHTS

Partners Fund

Year Ended August 31, Period from July 1,
1993 to August 31,
1996(2) 1995(2) 1994(2) 1993(2) 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $21.32 $22.46 $20.98 $18.96 $17.80

Income from Investment Operations
Net Investment Income .17 .10 .02 .16 .23
Net Gains or Losses on securities (both 3.94 1.07 1.46 3.84 2.05
realized and unrealized)

Total from Investment Operations 4.11 1.17 1.48 4.00 2.28

Less Distributions
Dividends (from net investment income) (.11) (.11) -- (.19) (.34)
Distributions (from capital gains) (1.60) (2.20) -- (1.79) (.78)
Total Distributions (1.71) (2.31) -- (1.98) (1.12)

Net Asset Value, End of Year $23.72 $21.32 $22.46 $20.98 $18.96

Total Return# +21.53% +5.56% +7.05%(3) +21.78 +13.23%
%
Ratios/Supplemental Data
Net Assets, End of Year (in millions) $1,564.0 $1,335.9 $1,185.1 $1,085 $852.9
.6
Ratio of Expenses to Average Net Assets .83% .81% .84%(4) .86% .86%
Ratio of Net Income to Average Net .83% .48% .59%(4) .83% 1.23%
Assets
Portfolio Turnover Rate(5) -- -- 6% 82% 97%

</TABLE>

See Notes to Financial Highlights.

- 22 -
<PAGE>

<TABLE>
<CAPTION>
Year Ended June 30,

1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $18.11 $19.04 $16.84 $20.83 $20.63

Income from Investment Operations
Net Investment Income .50 .83 .71 .55 .44
Net Gains or Losses on Securities (both .27 .68 2.14 (1.05) 2.45
realized and unrealized)

Total from Investment Operations .77 1.51 2.85 (.50) 2.89

Less Distributions
Dividends (from net investment income) (.74) (.76) (.65) (.70) (.44)
Distributions (from capital gains) (.34) (1.68) -- (2.79) (2.25)

Total Distributions (1.08) (2.44) (.65) (3.49) (2.69)

Net Asset Value, End of Year $17.80 $18.11 $19.04 $16.84 $20.83

Total Return# +5.14% +8.11% +17.59% -2.73% +16.98%

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $823.5 $793.8 $743.0 $718.8 $757.7
Ratio of Expenses to Average Net Assets .88% .91% .97% .95% .86%
Ratio of Net Income to Average Net Assets 2.84% 4.53% 3.96% 3.28% 2.93%
Portfolio Turnover Rate(5) 161% 136% 157% 210% 169%

</TABLE>

- 23 -
<PAGE>

FINANCIAL HIGHLIGHTS

Socially Responsive Fund

<TABLE>
<CAPTION

Year Ended August 31, Period from March 16,
1996 1995 1994(6) to August 31, 1994

<S> <C> <C> <C>
Net Asset Value, Beginning of Year $10.07 $10.00

Income from Investment Operations
Net Investment Income .03 .01
Net Gains or Losses on Securities (both 1.76 .06
realized and unrealized)

Total from Investment Operations 1.79 .07

Less Distributions
Dividends (from net investment income) (.02) --

Net Asset Value, End of Year $11.84 $10.07

Total Return# +17.82% +0.70%(3)

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $ 8.2 $ 2.3
Ratio of Expenses to Average Net Assets(7) 1.51% 1.50%(4)
Ratio of Net Income to Average Net Assets(7) .36% .50%(4)

</TABLE>

See Notes to Financial Highlights.

- 24 -
<PAGE>

NOTES TO FINANCIAL HIGHLIGHTS

1) Prior to January 1, 1995, the name of Neuberger&Berman Focus Fund
was Neuberger&Berman Selected Sectors Fund.

2) The per share amounts and ratios which are shown reflect income
and expenses, including each Fund's proportionate share of its
corresponding Portfolio's income and expenses.

3) Not annualized.

4) Annualized.

5) Each Fund (except Neuberger&Berman Socially Responsive Fund and
Neuberger&Berman International Fund) transferred all of its
investment securities into its respective Portfolio on August 2,
1993. After that date each Fund has invested only in its
corresponding Portfolio, and that Portfolio, rather than the
Fund, has engaged in securities transactions. Therefore, after
that date, no Fund has calculated a portfolio turnover rate or
paid any brokerage commissions. The portfolio turnover rates for
each Portfolio were as follows:

Period from August
2, 1993 to August
Year Ended August 31, 31, 1993
1996 1995 1994
<S> <C> <C> <C>
Neuberger&Berman Focus Portfolio 36% 52% 4%
Neuberger&Berman Genesis Portfolio 37% 53% 3%
Neuberger&Berman Guardian Portfolio 26% 24% 3%
Neuberger&Berman Manhattan Portfolio 44% 50% 3%
Neuberger&Berman Partners Portfolio 98% 75% 8%

</TABLE>

The portfolio turnover rates for Neuberger&Berman Socially
Responsive Portfolio for the period March 14, 1994 (commencement of
operations) to August 31, 1994 and the years ended August 31, 1995 and
1996 were 14%, 58% and _____%, respectively. The portfolio turnover rates
for Neuberger&Berman International Portfolio for the period June 15, 1994
(commencement of operations) to August 31, 1994 and the years ended August
31, 1995 and 1996 were 5%, 41%, and _____% respectively. The average
commission rates paid by each Portfolio were as follows:

Year Ended
August 31, 1996

- 25 -
<PAGE>

Neuberger&Berman Focus Portfolio
Neuberger&Berman Genesis Portfolio
Neuberger&Berman Guardian Portfolio
Neuberger&Berman International Portfolio
Neuberger&Berman Manhattan Portfolio
Neuberger&Berman Partners Portfolio
Neuberger&Berman Socially Responsive Portfolio

6) The date investment operations commenced.

7) Neuberger&Berman GENESIS Fund. After reimbursement of expenses
by N&B Management. Had N&B Management not undertaken such action
the annualized ratios to average daily net assets would have
been:

Year Ended Period from
July 31, September 27, 1988
1991 1990 to July 31, 1989
Expenses 2.16% 2.40% 3.79%
Net Investment .44% .01% (1.28%)
Income (Loss)

Had Neuberger&Berman Genesis Fund not reimbursed N&B Management, the
annualized ratios to average daily net assets would have been:

Year Ended
July 31, 1992

Expenses 1.65%
Net Investment Income .21%

Had N&B Management not waived a portion of the management fee borne
directly by Neuberger&Berman Genesis Portfolio, and indirectly by
Neuberger&Berman Genesis Fund, the annualized ratios to average daily net
assets would have been:

Year Ended
August 31,
1996 1995

Expenses 1.38%
Net Investment Income (.19%)

Neuberger&Berman INTERNATIONAL Fund. After reimbursement of expenses by
N&B Management or the then investment adviser and administrator. Had N&B
Management or the then investment adviser and administrator not undertaken
such action the annualized ratios to average daily net assets would have
been:

- 26 -
<PAGE>

Period from
Year Ended August 31, June 15, 1994 to
1996 1995 August 31, 1994

Expenses 2.31% 3.79%
Net Investment .12% (1.28%)
Income (Loss)

Neuberger&Berman SOCIALLY RESPONSIVE Fund. After reimbursement of expenses
by N&B Management. Had N&B Management not undertaken such action the
annualized ratios to average daily net assets would have been:

Period from
Year Ended August 31, March 16, 1994 to
1966 1995 August 31, 1994

Expenses 2.50% 2.50%
Net Investment (.63%) (.50%)
Loss

8) Adjusted for a 200% stock dividend effective January 20, 1993.

9) For the eight-month period ended August 31, 1990.

10) The date investment operations commenced. BNP-N&B Global Asset
Management L.P. ("BNP-N&B Global"), a joint venture of
Neuberger&Berman and Banque Nationale de Paris ("BNP"), served as
investment adviser to Neuberger&Berman International Portfolio
from its inception until November 1, 1995.

# Total return based on per share net asset value reflects the
effects of changes in net asset value on the performance of each
Fund during each fiscal period and assumes dividends and other
distributions, if any, were reinvested. Results represent past
performance and do not guarantee future results. Investment
returns and principal may fluctuate and shares when redeemed may
be worth more or less than original cost. For Neuberger&Berman
International Fund, Neuberger&Berman Socially Responsive Fund,
and Neuberger&Berman Genesis Fund, total return would have been
lower if N&B Management had not reimbursed certain expenses or
waived certain fees.

INVESTMENT PROGRAMS

The investment policies and limitations of each Fund and its
corresponding Portfolio are identical. Each Fund invests only in its

- 27 -
<PAGE>

corresponding Portfolio. Therefore, the following shows you the kinds of
securities in which each Portfolio invests. For an explanation of some
types of investments, see "Description of Investments," on page 52.

Investment policies and limitations of the Funds and Portfolios
are not fundamental unless otherwise specified in this Prospectus or the
SAI. While a non-fundamental policy or limitation may be changed by the
trustees of the Trust or of the corresponding Managers Trust without
shareholder approval, the Funds intend to notify shareholders before
making any material change to such policies or limitations. Fundamental
policies may not be changed without shareholder approval.

The investment objectives of the Funds and Portfolios are not
fundamental. The Funds have undertaken to a state securities commission
not to change their investment objective without 30 days' prior notice to
shareholders. There can be no assurance that the Funds or Portfolios will
achieve their objectives. Each Fund, by itself, does not represent a
comprehensive investment program.

Additional investment techniques, features, and limitations
concerning the Portfolios' investment programs are described in the SAI.

Neuberger&Berman Focus Portfolio
____________________________________________________________________

The investment objective of Neuberger&Berman Focus Portfolio and
Neuberger&Berman Focus Fund is to seek long-term capital appreciation.

Neuberger&Berman Focus Portfolio invests principally in common
stocks selected from the following 13 multi-industry sectors of the
economy:

Autos & Housing Health Care Technology
Consumer Goods & Services Heavy Industry Transportation
Defense & Aerospace Machinery & Equipment Utilities
Energy Media & Entertainment
Financial Services Retailing

To maximize potential return, the Portfolio normally makes at
least 90% of its investments in not more than six sectors it identifies as
undervalued. Where a particular industry may fall within more than one
sector, N&B Management uses its judgment and experience to determine the
placement of that industry within a sector. The Portfolio uses the value-
oriented investment approach to identify stocks believed to be
undervalued, including stocks that are temporarily out of favor in the
market. The Portfolio then focuses its investments in the sectors in which
the undervalued stocks are clustered. These sectors are believed to offer
the greatest potential for capital growth. This investment approach is
different from that of most other mutual funds that emphasize sector
investment. Those funds either invest in only a single economic sector or
choose a number of sectors by analyzing general economic trends. Further
information on the Portfolio's securities holdings and their allocation by

- 28 -
<PAGE>

sector as of the end of the Fund's most recent fiscal year is included in
the Fund's annual report to shareholders, which is available at no cost
upon request. The sectors are more fully described in the SAI.

The Portfolio may be affected more by any single economic,
political, or regulatory development than a more diversified mutual fund.
The risk of decline in the Portfolio's asset value due to an adverse
development may be partially offset by the value-oriented investment
approach. To further reduce this risk, the Portfolio may not (i) invest
more than 50% of its total assets in any one sector, (ii) as a fundamental
policy, concentrate 25% or more of its total assets in the securities of
companies having their principal business activities in any one industry,
or (iii) invest more than 5% of its total assets in the securities of any
one company.

Neuberger&Berman Genesis Portfolio
_______________________________________________________________________

The investment objective of Neuberger&Berman Genesis Portfolio
and Neuberger&Berman Genesis Fund is to seek capital appreciation.

Neuberger&Berman Genesis Portfolio invests primarily in common
stocks of companies with small market capitalizations ("small-cap
companies"). Market capitalization means the total market value of a
company's outstanding common stock. The Portfolio regards companies with
market capitalizations of up to $1.5 billion at the time of the
Portfolio's investment as small-cap companies. Companies whose market
capitalizations exceed $1.5 billion after purchase continue to be
considered small-cap companies for purposes of the Portfolio's investment
policies. There is no necessary correlation between market capitalization
and the financial attributes -- such as levels of assets, revenues or
income -- commonly used to measure the size of a company.

Studies indicate that the market values of small-cap company
stocks, such as those included in the Russell 2000 Index and the Wilshire
1750 or quoted on Nasdaq, have a cyclical relationship with larger
capitalization stocks. Over the last 30 years, small-cap company stocks
have outperformed larger capitalization stocks about two-thirds of the
time, even though small-cap stocks have usually declined more than larger
capitalization stocks in declining markets. There can be no assurance that
this pattern will continue.

Small-cap company stocks generally are considered to offer
greater potential for appreciation than securities of companies with
larger market CAPITALIZATIONS. Most small-cap company stocks pay low or no
dividends, and the Portfolio seeks long-term appreciation, rather than
income. Small-cap company stocks also have higher risk and volatility,
because most are not as broadly traded as stocks of companies with larger
CAPITALIZATIONS and their prices thus may fluctuate more widely and
abruptly. Small-cap company securities are also less researched and often
overlooked and undervalued in the market.

- 29 -
<PAGE>

The Portfolio tries to enhance the potential for appreciation and
limit the risk of decline in the value of its securities by employing the
value-oriented investment approach. The Portfolio seeks securities that
appear to be underpriced and are issued by companies with proven
management, sound finances, and strong potential for market growth. To
reduce risk, the Portfolio diversifies its holdings among many companies
and industries. The Portfolio focuses on the fundamentals of each small-
cap company, instead of trying to anticipate what changes might occur in
the stock market, the economy, or the political environment. This approach
differs from that used by many other funds investing in small-cap company
stocks, which often buy stocks of companies they believe will have above-
average earnings growth, based on ANTICIPATED FUTURE developments. In
contrast, the Portfolio's securities are generally selected in the belief
that they are currently undervalued, based on EXISTING conditions.

Neuberger&Berman Guardian Portfolio
________________________________________________________________________

The investment objective of Neuberger&Berman Guardian Portfolio
and Neuberger&Berman Guardian Fund is to seek capital appreciation and,
secondarily, current income.

Neuberger&Berman Guardian Portfolio invests primarily in common
stocks of long-established, high-quality companies. The Portfolio uses the
value-oriented investment approach in selecting securities. Thus, N&B
Management looks for such factors as low price-to-earnings ratios, strong
balance sheets, solid managements, and consistent earnings. The Portfolio
diversifies its holdings among many different companies and industries.

The Fund and its predecessor have paid their shareholders an
income dividend every quarter and a capital gain distribution every year
since the predecessor's inception in 1950. Of course, this past record
does not necessarily predict the Fund's future practices.

Neuberger&Berman International Portfolio
_________________________________________________________________________

The investment objective of Neuberger&Berman International
Portfolio and Neuberger&Berman International Fund is to seek long-term
capital appreciation by investing primarily in a diversified portfolio of
equity securities of foreign issuers. Foreign issuers are issuers
organized and doing business principally outside the U.S. and include non-
U.S. governments, their agencies, and instrumentalities.

The Portfolio invests primarily in equity securities of medium-
to large-capitalization companies traded on foreign exchanges. A
company's capitalization is determined in relation to the principal market
in which its securities are traded. The strategy of N&B Management is to
select attractive investment opportunities outside the U.S., allocating

- 30 -
<PAGE>

the Portfolio's assets among investments in economically mature countries
and emerging industrialized countries. The criteria for security
selection focus on companies with leadership in specific markets or niches
within specific industries, which appear to exhibit positive fundamentals
and seem undervalued relative to their earnings potential or the worth of
their assets. At least 65% of the Portfolio's total assets normally are
invested in equity securities of foreign issuers. The Portfolio normally
invests in issuers in at least three foreign countries. The Portfolio may
invest more heavily in certain countries than in others. From time to
time, the Portfolio may invest a significant portion of its assets in
Japan.

The Portfolio may also invest in foreign securities in the form
of American Depositary Receipts (ADRs), European Depositary Receipts
(EDRs), Global Depositary Receipts (GDRs), International Depositary
Receipts (IDRs) or other similar securities representing an interest in
securities of foreign issuers.

Because the Portfolio invests primarily in foreign securities, it
may be subject to greater risks and higher expenses than equity funds that
invest primarily in securities of U.S. issuers. Such risks may be even
greater in emerging industrialized and less developed countries. Most of
the securities held by the Portfolio are denominated in foreign
currencies, and the value of these investments can be adversely affected
by fluctuations in foreign currency values. The Portfolio may use
techniques such as options, futures, forward foreign currency exchange
contracts ("forward contracts"), and short selling, for hedging purposes
and in an attempt to realize income. The Portfolio may also use leverage
to facilitate transactions it enters into for hedging purposes. The use of
these strategies may entail special risks.

For more information about these risks, see "Description of
Investments" on page ____.

Neuberger&Berman Manhattan Portfolio
_______________________________________________________________________

The investment objective of Neuberger&Berman Manhattan Portfolio
and Neuberger&Berman Manhattan Fund is to seek capital appreciation
without regard to income.

Neuberger&Berman Manhattan Portfolio generally invests in
securities of small-, medium-, and large-capitalization companies believed
to have the maximum potential for long-term capital appreciation. It does
not seek to invest in securities that pay dividends or interest, and any
such income is incidental.

The Portfolio's growth investment program involves greater risks
and share price volatility than programs that invest in more undervalued
securities. Small-cap company stocks are subject to the risks described

- 31 -
<PAGE>

with respect to the investment program of Neuberger & Berman Genesis
Portfolio. Moreover, the Portfolio does not follow a policy of active
trading for short-term profits. Accordingly, the Portfolio may be more
appropriate for investors with a longer-range perspective. The Portfolio
uses a "growth at a reasonable price" investment approach. When N&B
Management believes that particular securities have greater potential for
long-term capital appreciation, the Portfolio may purchase such securities
at prices with relatively higher multiples to measures of economic value
(such as earnings or cash flow) than other Portfolios. In addition, the
Portfolio focuses on companies with strong balance sheets and reasonable
valuations relative to their growth rates. It also diversifies its
investments into many companies and industries.

Neuberger&Berman Partners Portfolio
______________________________________________________________________

The investment objective of Neuberger&Berman Partners Portfolio
and Neuberger&Berman Partners Fund is to seek capital growth.

Neuberger&Berman Partners Portfolio invests principally in common
stocks of medium- to large-capitalization established companies, using the
value-oriented investment approach. The Portfolio seeks capital growth
through an investment approach that is designed to increase capital with
reasonable risk. Its investment program seeks securities believed to be
undervalued based on strong fundamentals, including a low price-to-
earnings ratio, consistent cash flow, and the company's track record
through all parts of the market cycle.

The Portfolio considers additional factors when selecting
securities, including ownership by a company's management of the company's
stock and the dominance of a company in its particular field.

Neuberger&Berman Socially Responsive Portfolio
______________________________________________________________________

The investment objective of Neuberger&Berman Socially Responsive
Portfolio and Neuberger&Berman Socially Responsive Fund is to seek long-
term capital appreciation by investing primarily in securities of
companies that meet both financial criteria and the Social Policy.

In seeking capital appreciation, the Portfolio generally follows
a value-oriented investment approach to the selection of individual
securities. Prospective investments are first subjected to detailed
financial analysis and are not studied further unless N&B Management
believes that they are currently undervalued relative to the issuer's
assets and potential earning power.

The Portfolio expects to be nearly fully invested at all times,
primarily in common stock. It may also invest in convertible securities
and preferred stock and in foreign securities and ADRs of foreign
companies that meet the Social Policy. On occasion, deposits with
community banks and credit unions may be considered for investment. Under

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<PAGE>

normal conditions, at least 65% of the Portfolio's total assets are
invested in accordance with the Social Policy, and at least 65% of total
assets are invested in equity securities.

The Portfolio may also engage in portfolio management techniques
that are not subject to the Social Policy, such as selling short against-
the-box, lending securities, and purchasing and selling put and call
options on securities or currencies, futures contracts, options on futures
contracts, and forward contracts.

SOCIAL POLICY. Companies deemed acceptable from a financial
standpoint are evaluated by N&B Management using a database that
Neuberger&Berman has designed to develop and monitor information on
companies in various categories of social criteria. N&B Management seeks
to invest in issuers that show leadership in the following major areas of
social impact: environment, and workplace diversity and employment. N&B
Management also evaluates investments based on companies' records in other
areas of concern: public health, type of products, and corporate
citizenship.

The Portfolio's social orientation is predicated in part on the
belief that good corporate citizenship is good business; that is, good
policies with respect to such social criteria as employment and
environmental practices may often have a positive impact on the company's
"bottom line." N&B Management recognizes, however, that many social
criteria represent goals rather than achievements and that goals are often
difficult to quantify. In each area, N&B Management seeks to elicit and
understand management's vision of the company's social role, and in making
investment decisions, gives weight to enlightened, progressive policies.
N&B Management attempts to assess the objectivity of all information
included in the database. However, decisions made by N&B Management
inevitably involve some level of subjective judgment.

N&B Management seeks to invest in companies that show leadership
in addressing environmental problems effectively and in promoting
progressive workplace policies, especially as they affect women and
minorities. It seeks to identify companies committed to improving their
environmental performance by examining their policies and programs in such
areas as energy conservation, pollution reduction and control, waste
management, recycling, and careful stewardship of natural resources. In a
similar manner, N&B Management seeks to identify companies whose policies
and practices recognize the importance of human resources to corporate
productivity and the centrality of the work experience to the quality of
life of all employees. N&B Management seeks to invest in companies that
demonstrate leadership in such areas as providing and promoting equal
opportunity, investing in the training and re-training of workers,
promoting a safe working environment, providing family-oriented flexible
benefits, and involving workers in job and workflow engineering.

In making investment decisions, N&B Management takes into account
a company's record as a member of the various communities of which it is a

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<PAGE>

part and its commitment to product quality and value. Currently, the
Social Policy screens out any company which derives more than (i) 5% of
its total annual revenue from manufacturing and selling alcohol and/or
tobacco, (ii) 5% of its total annual revenue from sales in or services
related to gambling, or (iii) 10% of its total annual revenue from the
manufacturing of weapons systems. Additionally, the Portfolio does not
invest in any company that derives its total annual revenue primarily from
non-consumer sales to the military, or that owns or operates one or more
nuclear power facilities or is a major supplier of nuclear power services.

The information used by N&B Management in evaluating prospective
investments for conformity with the Social Policy is obtained primarily
from services that specialize in reporting information from issuers or
from agencies that oversee issuers' activities or compliance with laws and
regulations. Additionally, the information may come from public interest
groups and from N&B Management's discussions with company representatives.

Not every issuer selected by N&B Management will demonstrate
leadership in each category of the Social Policy. The social records of
most companies are written in shades of gray. For example, a company may
have a progressive record in employee relations and community affairs but
a poor one on product marketing issues. Another company may have a mixed
record within a single area. Finally, it is often difficult to distinguish
between substantive commitment and public relations. This principle works
both ways: there are many companies with excellent records on social
issues that maintain a low profile for one reason or another. Taking these
factors into consideration, N&B Management emphasizes the overall
approach that companies take toward the areas of social impact, paying
particular attention to progress achieved toward the goals of the Social
Policy.

If securities held by the Portfolio no longer satisfy the Social
Policy, the Portfolio will seek to dispose of the securities as soon as
reasonably practicable, which may cause the Portfolio to sell the
securities at a time not desirable from a purely financial standpoint.

Short-Term Trading; Portfolio Turnover
_________________________________________________________________

Although none of the Portfolios purchases securities with the
intention of profiting from short-term trading, each Portfolio may sell
portfolio securities when N&B Management believes such action is
advisable. The portfolio turnover rates of each Portfolio for 1996 and
earlier years are set forth under "Notes to Financial Highlights." It is
anticipated that the annual turnover rate of Neuberger&Berman Manhattan
Portfolio and of Neuberger&Berman Partners Portfolio in some fiscal years
may exceed 100%. Turnover rates in excess of 100% generally result in
higher transaction costs (which are borne directly by the Portfolio) and a
possible increase in realized short-term capital gains or losses. See
"Dividends, Other Distributions, and Taxes" on page __ and the SAI.

Borrowings

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<PAGE>

__________________________________________________________________________

Each Portfolio, except Neuberger&Berman International Portfolio,
has a fundamental policy that it may not borrow money, except that it may
(1) borrow money from banks for temporary or emergency purposes and not
for leveraging or investment and (2) enter into reverse repurchase
agreements for any purpose, so long as the aggregate amount of borrowings
and reverse repurchase agreements does not exceed one-third of the
Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). None of these Portfolios expects to borrow money
or to enter into reverse repurchase agreements. As a non-fundamental
policy, none of these Portfolios may purchase portfolio securities if its
outstanding borrowings, including reverse repurchase agreements, exceed 5%
of its total assets.

Neuberger&Berman International Portfolio has a fundamental policy
that it may not borrow money, except that it may (1) borrow money from
banks for temporary or emergency purposes and for leveraging or investment
and (2) enter into reverse repurchase agreements for any purpose, so long
as the aggregate amount of borrowings and reverse repurchase agreements
does not exceed one-third of the Portfolio's total assets (including the
amount borrowed) less liabilities (other than borrowings).

Neuberger&Berman International Portfolio may borrow money from
banks to facilitate transactions that it enters into for hedging purposes,
which is a form of leverage. This leverage may exaggerate the gains and
losses on the Portfolio's investments and changes in the net asset value
of Neuberger&Berman International Fund's shares. Leverage also creates
interest expenses; if those expenses exceed the return on the transactions
that the borrowings facilitate, the Portfolio will be in a worse position
than if it had not borrowed. The use of derivatives in connection with
leverage may create the potential for significant losses. The Portfolio
may pledge assets in connection with permitted borrowings.

Other Investments
______________________________________________________________________

For temporary defensive purposes, each Portfolio (except
Neuberger&Berman Socially Responsive Portfolio and Neuberger&Berman
International Portfolio) may invest up to 100% of its total assets in cash
and cash equivalents, U.S. Government and Agency Securities, commercial
paper and certain other money market instruments, as well as repurchase
agreements collateralized by the foregoing.

Any part of Neuberger&Berman Socially Responsive Portfolio's
assets may be retained temporarily in investment grade debt securities and
other investment grade fixed income securities of non-governmental
issuers, U.S. Government and Agency Securities, repurchase agreements,
money market instruments, commercial paper, and cash and cash equivalents
when N&B Management believes that significant adverse market, economic,
political, or other circumstances require prompt action to avoid losses.
In addition, because of the master/feeder fund structure, Neuberger&Berman

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<PAGE>

Socially Responsive Fund and Neuberger&Berman Socially Responsive
Portfolio deal with large institutional investors, and the Portfolio may
hold such instruments pending investment or payout when the Portfolio has
received a large influx of cash due to sales of Neuberger&Berman Socially
Responsive Fund shares, or shares of other funds which invest in the
Portfolio, or when it anticipates a substantial redemption. Generally, the
foregoing temporary investments for Neuberger&Berman Socially Responsive
Portfolio are selected with a concern for the social impact of each
investment.

For temporary defensive purposes, Neuberger&Berman International
Portfolio may invest up to 100% of its total assets in short-term foreign
and U.S. investments, such as cash or cash equivalents, commercial paper,
short-term bank obligations, government and agency securities, and
repurchase agreements. Neuberger&Berman International Portfolio may also
invest in such instruments to increase liquidity or to provide collateral
to be held in segregated accounts.

PERFORMANCE INFORMATION

The performance of the Funds is commonly measured as total
return. Total return is the change in value of an investment in a fund
over a particular period, assuming that all distributions have been
reinvested. Thus, total return reflects dividend income, other
distributions, and variations in share prices from the beginning to the
end of a period.

An average annual total return is a hypothetical rate of return
that, if achieved annually, would result in the same cumulative total
return as was actually achieved for the period. This smooths out year-to-
year variations in actual performance. Past results do not, of course,
guarantee future performance. Share prices may vary, and your shares when
redeemed may be worth more or less than your original purchase price.

The following table shows the average annual total returns for
the period ended August 31, 1996 of a 1-year, 5-year, and 10-year
investment in each Fund and its predecessor (except Neuberger&Berman
Socially Responsive Fund and Neuberger&Berman International Fund). The
table also shows a comparison with the S&P 500 Index for each Fund except
Neuberger&Berman Genesis Fund, which is compared with the Russell 2000
Index, and Neuberger&Berman International Fund, which is compared with the
EAFE Index. The S&P 500 Index is the Standard & Poor's 500 Composite Stock
Price Index, an unmanaged index generally considered to be representative
of overall stock market activity. The Russell 2000 is an unmanaged index
of the securities of the 2,000 issuers having the smallest capitalization
in the Russell 3000 Index, representing about 7% of the Russell 3000's
total market capitalization. The EAFE Index is the Morgan Stanley Capital
International Europe, Australia, Far East Index, an unmanaged index of
non-U.S. equity market performance. Please note that indices do not take
into account any fees and expenses of investing in the individual
securities that they track, and that individuals cannot invest directly in

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<PAGE>

any index. Further information regarding the Funds' performance is
presented in their annual reports to shareholders, which are available
without charge by calling 800-877-9700.

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<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED AUGUST 31, 1996

<TABLE>
Neuberger&Berman Equity Funds Since Inception
1 Year 5 Years 10 Years Inception Date

<S> <C> <C> <C> <C> <C>
FOCUS FUND 10/19/55
GUARDIAN FUND 6/1/50
MANHATTAN FUND 3/1/79*
PARTNERS FUND 1/20/75*
SOCIALLY RESPONSIVE FUND 3/16/94
S&P 500 N/A

GENESIS FUND 9/27/88
RUSSELL 2000 N/A

INTERNATIONAL FUND 6/15/94
EAFE INDEX N/A

</TABLE>

*THE DATES WHEN N&B MANAGEMENT BECAME INVESTMENT ADVISER TO THE
PREDECESSORS OF THESE FUNDS.

Prior to November 1991, the investment policies of the
predecessor of Neuberger&Berman Focus Fund required that a substantial
percentage of its assets be invested in the energy field; accordingly,
performance results prior to that time do not necessarily reflect the
level of performance that might have been achieved had the Fund's current
policies been in effect during that period. BNP-N&B Global served as the
investment adviser to Neuberger&Berman International Portfolio from its
inception until November 1, 1995; however, the same individuals have been
responsible for portfolio management both before and after that date. Had
N&B Management not reimbursed certain expenses or waived certain fees of
Neuberger&Berman International Fund, Neuberger&Berman Socially Responsive
Fund, and Neuberger&Berman Genesis Fund (or their corresponding
Portfolios), the total returns of those Funds would have been lower.

The following table lets you take a closer look at how each Fund
(except Neuberger&Berman Socially Responsive Fund and Neuberger&Berman
International Fund) and its predecessor performed year by year, in terms
of an annual per share total return for each calendar year (ending
December 31). Please note that the previous chart reflects information for
periods ended on the Funds' last fiscal year-end (that is, as of August
31, 1996).

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<PAGE>

TOTAL RETURN FOR CALENDAR YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>

Neuberger&Berman Equity 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
Funds

FOCUS FUND +10.1% +0.6% +16.5% +29.8% -5.9% +24.7% +21.1% +16.3% +0.9%

GUARDIAN FUND +11.9 -1.0 +28.0 +21.5 -4.7 +34.3 +19.0 +14.5 +0.6

MANHATTAN FUND +16.8 +0.4 +18.3 +29.1 -8.1 +30.9 +17.8 +10.0 -3.6

PARTNERS FUND +17.3 +4.3 +15.5 +22.8 -5.1 +22.4 +17.5 +16.5 -1.9

S&P 500 +18.6 +5.2 +16.5 +31.6 -3.1 +30.3 +7.6 +10.0 +1.4
GENESIS FUND N/A N/A N/A +17.3 -16.2 +41.6 +15.6 +13.9 -1.8

RUSSELL 2000 N/A N/A N/A +16.3 -19.5 +46.0 +18.4 +18.9 -1.8

</TABLE>

TOTAL RETURN INFORMATION. You can obtain current performance information
about each Fund by calling N&B Management at 800-877-9700.

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<PAGE>

SPECIAL INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER
MATTERS

The Funds
________________________________________________________________

Each Fund is a separate series of the Trust, a Delaware business
trust organized pursuant to a Trust Instrument dated December 23, 1992.
The Trust is registered under the Investment Company Act of 1940 (the
"1940 Act") as a diversified, open-end management investment company,
commonly known as a mutual fund. The Trust has seven separate series. The
predecessors of the Funds (except Neuberger&Berman Socially Responsive
Fund and Neuberger&Berman International Fund) were converted into the
Funds on August 2, 1993; these conversions were approved by the
shareholders of the predecessors of the Funds in May 1993.
Neuberger&Berman Socially Responsive Fund commenced operations on March
16, 1994. Neuberger&Berman International Fund commenced operations on June
15, 1994. Each Fund invests all of its net investable assets in its
corresponding Portfolio, in each case receiving a beneficial interest in
that Portfolio. The trustees of the Trust may establish additional series
or classes of shares without the approval of shareholders. The assets of
each series belong only to that series, and the liabilities of each series
are borne solely by that series and no other.

DESCRIPTION OF SHARES. Each Fund is authorized to issue an
unlimited number of shares of beneficial interest (par value $0.001 per
share). Shares of each Fund represent equal proportionate interests in the
assets of that Fund only and have identical voting, dividend, redemption,
liquidation, and other rights. All shares issued are fully paid and non-
assessable, and shareholders have no preemptive or other right to
subscribe to any additional shares.

SHAREHOLDER MEETINGS. The trustees of the Trust do not intend to
hold annual meetings of shareholders of the Funds. The trustees will call
special meetings of shareholders of a Fund only if required under the 1940
Act or in their discretion or upon the written request of holders of 10%
or more of the outstanding shares of that Fund entitled to vote.

CERTAIN PROVISIONS OF TRUST INSTRUMENT. Under Delaware law, the
shareholders of a Fund will not be personally liable for the obligations
of any Fund; a shareholder is entitled to the same limitation of personal
liability extended to shareholders of a corporation. To guard against the
risk that Delaware law might not be applied in other states, the Trust
Instrument requires that every written obligation of the Trust or a Fund
contain a statement that such obligation may be enforced only against the
assets of the Trust or Fund and provides for indemnification out of Trust
or Fund property of any shareholder nevertheless held personally liable
for Trust or Fund obligations, respectively.

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<PAGE>

The Portfolios
__________________________________________________________________________

Each Portfolio (except Neuberger&Berman International Portfolio)
is a separate series of Equity Managers Trust, a New York common law trust
organized as of December 1, 1992. Neuberger&Berman International Portfolio
is a separate series of Global Managers Trust, a New York common law trust
organized as of March 18, 1994. The Managers Trusts are registered under
the 1940 Act as diversified, open-end management investment companies.
Equity Managers Trust has six separate Portfolios. Global Managers Trust
currently has one Portfolio. The assets of each Portfolio belong only to
that Portfolio, and the liabilities of each Portfolio are borne solely by
that Portfolio and no other.

FUNDS' INVESTMENTS IN PORTFOLIOS. Each Fund is a "feeder fund"
that seeks to achieve its investment objective by investing all of its net
investable assets in its corresponding Portfolio, which is a "master
fund." The Portfolio, which has the same investment objective, policies,
and limitations as the Fund, in turn invests in securities; its
corresponding Fund thus acquires an indirect interest in those securities.
Historically, N&B Management, which is the administrator of each Fund and
the investment manager of each Portfolio, has sponsored, with
Neuberger&Berman, traditionally structured mutual funds since 1950.
However, it has operated 11 master funds and 18 feeder funds since August
1993 and now operates 20 master funds and 32 feeder funds. This
"master/feeder fund" structure is depicted in the "Summary" on page _.

Each Fund's investment in its corresponding Portfolio is in the
form of a non-transferable beneficial interest. Members of the general
public may not purchase a direct interest in a Portfolio. Six mutual funds
that are series of Neuberger&Berman Equity Trust ("N&B Equity Trust")
invest all of their respective net investable assets in the six
corresponding Portfolios of Equity Managers Trust. Four mutual funds that
are series of Neuberger&Berman Equity Assets ("N&B Equity Assets") invest
all of their respective net investable assets in four Portfolios of Equity
Managers Trust. Each Portfolio may also permit other investment companies
and/or other institutional investors to invest in the Portfolio. All
investors will invest in a Portfolio on the same terms and conditions as a
Fund and will pay a proportionate share of the Portfolio's expenses. N&B
Equity Trust and N&B Equity Assets do not sell their shares directly to
members of the general public. Other investors in a Portfolio are not
required to sell their shares at the same public offering price as a Fund,
could have a different administration fee and expenses than a Fund, and
(except N&B Equity Trust and N&B Equity Assets) might charge a sales
commission. Therefore, Fund shareholders may have different returns than
shareholders in another investment company that invests exclusively in the
Portfolio. There is currently no such other investment company that offers
its shares directly to members of the general public. Information
regarding any fund that may invest in a Portfolio in the future will be
available from N&B Management by calling 800-877-9700.

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<PAGE>

The trustees of the Trust believe that investment in a Portfolio
by a series of N&B Equity Trust or N&B Equity Assets or other potential
investors in addition to a Fund may enable the Portfolio to realize
economies of scale that could reduce its operating expenses, thereby
producing higher returns and benefitting all shareholders. However, a
Fund's investment in its corresponding Portfolio may be affected by the
actions of other large investors in the Portfolio, if any. For example, if
a large investor in a Portfolio (other than a Fund) redeemed its interest
in the Portfolio, the Portfolio's remaining investors (including the Fund)
might, as a result, experience higher pro rata operating expenses, thereby
producing lower returns.

Each Fund may withdraw its entire investment from its
corresponding Portfolio at any time, if the trustees of the Trust
determine that it is in the best interests of the Fund and its
shareholders to do so. A Fund might withdraw, for example, if there were
other investors in a Portfolio with power to, and who did by a vote of all
investors (including the Fund), change the investment objective, policies,
or limitations of the Portfolio in a manner not acceptable to the trustees
of the Trust. A withdrawal could result in a distribution in kind of
securities (as opposed to a cash distribution) by the Portfolio to the
Fund. That distribution could result in a less diversified portfolio of
investments for the Fund and could affect adversely the liquidity of the
Fund's investment portfolio. If the Fund decided to convert those
securities to cash, it usually would incur brokerage fees or other
transaction costs. If a Fund withdrew its investment from a Portfolio, the
trustees would consider what action might be taken, including the
investment of all of the Fund's net investable assets in another pooled
investment entity having substantially the same investment objective as
the Fund or the retention by the Fund of its own investment manager to
manage its assets in accordance with its investment objective, policies,
and limitations. The inability of the Fund to find a suitable replacement
could have a significant impact on shareholders.

INVESTOR MEETINGS AND VOTING. Each Portfolio normally will not
hold meetings of investors except as required by the 1940 Act. Each
investor in a Portfolio will be entitled to vote in proportion to its
relative beneficial interest in the Portfolio. On most issues subjected to
a vote of investors, a Fund will solicit proxies from its shareholders and
will vote its interest in the Portfolio in proportion to the votes cast by
the Fund's shareholders. If there are other investors in a Portfolio,
there can be no assurance that any issue that receives a majority of the
votes cast by Fund shareholders will receive a majority of votes cast by
all Portfolio investors; indeed, if other investors hold a majority
interest in a Portfolio, they could have voting control of the Portfolio.

CERTAIN PROVISIONS. Each investor in a Portfolio, including a
Fund, will be liable for all obligations of the Portfolio. However, the
risk of an investor in a Portfolio incurring financial loss beyond the
amount of its investment on account of such liability would be limited to
circumstances in which the Portfolio had inadequate insurance and was
unable to meet its obligations out of its assets. Upon liquidation of a

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<PAGE>

Portfolio, investors would be entitled to share pro rata in the net assets
of the Portfolio available for distribution to investors.

HOW TO BUY SHARES

You can buy shares of any Fund directly by mail, wire, or
telephone, or through an exchange of shares of another Neuberger&Berman
Fund(REGISTERED TRADEMARK) (see "Funds Eligible for Exchange"). Shares are
purchased at the next price calculated on a day the New York Stock
Exchange ("NYSE") is open, after your order is received and accepted.
Prices for shares of all Funds are usually calculated as of 4 p.m. Eastern
time.

Minimum investment requirements are shown below. In addition, you
can invest as little as $100 each month under an automatic investing plan
(see "Automatic Investing and Dollar Cost Averaging").

N&B Management, in its discretion, may waive the minimum
investment requirements.

By Mail
______________________________________________________________________

Send your check or money order payable to "Neuberger&Berman
Funds" by mail to:

Neuberger&Berman Funds
Boston Service Center
P.O. Box 8403
Boston, MA 02266-8403

or by overnight courier, U.S. Express Mail, or registered or certified
mail to:

Neuberger&Berman Funds
c/o State Street Bank and Trust Company
2 Heritage Drive
North Quincy, MA 02171

Be sure to specify the name of the Fund whose shares you want to
buy. If this is your first purchase of shares of a Fund, please complete
and sign an application for a new Fund account and send it along with a
check or money order for a minimum of $1,000. For an additional purchase,
please send at least $100 for shares of any Fund. Your check or money
order must be made payable on its face to Neuberger&Berman Funds;
otherwise it cannot be accepted. Third party checks will not be accepted.

- 43 -
<PAGE>

By Wire
_________________________________________________________________________

Call 800-877-9700 for instructions on how to wire money to buy
shares. Your wire goes to State Street Bank and Trust Company ("State
Street") and must include your name, the name of the Fund whose shares you
want to buy, and your account number. The minimum for a first purchase and
for each additional purchase of shares of any Fund by wire is $1,000.

By Telephone
_______________________________________________________________________

Call 800-877-9700 to buy shares of any Fund. The minimum for a
first purchase and for each additional purchase of shares of any Fund by
telephone is $1,000. Your order may be canceled if your payment is not
received by the third business day after your order is placed. In that
case you could be liable for any resulting losses or fees a Fund or its
agents have incurred. To recover those losses or fees, a Fund has the
right to bill you or to redeem shares from your account. To meet the
three-day deadline, you can wire payment, send a check through overnight
mail, or call 800-877-9700 for information on how to make electronic
transfers through your bank. Please refer to "Additional Information on
Telephone Transactions."

By Exchanging Shares
________________________________________________________________________

Call 800-877-9700 for instructions on how to invest by exchanging
shares of another Neuberger&Berman Fund(REGISTERED TRADEMARK) for shares
of a Fund. To buy Fund shares by an exchange, both fund accounts must be
registered in the same name, address, and taxpayer ID number. The minimum
for a first purchase and for each additional purchase of shares of any
Fund by an exchange is $1,000 worth of shares of the other fund. For more
details, see "Shareholder Services -- Exchange Privilege" and "Funds
Eligible for Exchange."

Other Information
________________________________________________________________________

. You must pay for your shares in U.S. dollars by check or money
order (drawn on a U.S. bank), or by bank or federal funds wire
transfer; cash cannot be accepted.

. Each Fund has the right to suspend the offering of its shares for
a period of time. Each Fund also has the right to accept or
reject a purchase order in its sole discretion, including certain
purchase orders using the exchange privilege. See "Shareholder
Services -- Exchange Privilege."

. If you pay by check and your check does not clear, or if you
order shares by telephone and fail to pay for them, your purchase
will be canceled and you could be liable for any resulting losses

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<PAGE>

or fees a Fund or its agents have incurred. To recover those
losses or fees, a Fund has the right to bill you or to redeem
shares from your account.

. When you sign your application for a new Fund account, you are
certifying that your Social Security or other taxpayer ID number
is correct and that you are not subject to backup withholding. If
you violate certain federal income tax provisions, the Internal
Revenue Service can require the Funds to withhold 31% of your
taxable distributions and redemptions.

. You can also buy shares of the Funds indirectly through certain
stockbrokers, banks, and other financial institutions, some of
which may charge you a fee.

. The Funds will not issue a certificate for your shares unless you
write to State Street and request it. Most shareholders do not
want certificates, because you must present the certificate to
sell or exchange the shares it represents. This means that you
would be able to sell or exchange those shares only by mail, and
not by telephone or fax. If you lose your certificate, you will
have to pay the expense of replacing it.

- 45 -
<PAGE>

HOW TO SELL SHARES

You can sell (redeem) all or some of your shares at any time by
mail, fax, or telephone. HOWEVER, IF YOU HAVE A CERTIFICATE FOR YOUR
SHARES (INCLUDING SHARES OF A FUND'S PREDECESSOR), YOU CAN REDEEM THOSE
SHARES ONLY BY SENDING THE CERTIFICATE BY MAIL. You can also sell shares
by exchanging them for shares of other Neuberger&Berman Funds(REGISTERED
TRADEMARK); see "Shareholder Services -- Exchange Privilege" for details.

TO SELL SHARES HELD IN A RETIREMENT ACCOUNT OR BY A TRUST,
ESTATE, GUARDIAN, OR BUSINESS ORGANIZATION, PLEASE CALL 800-877-9700 FOR
INSTRUCTIONS.

Your shares are sold at the next price calculated on a day the
NYSE is open, after your sales order is received and accepted. Prices for
shares of all Funds are usually calculated as of 4 p.m. Eastern time.

Unless otherwise instructed, the Fund will mail a check for your
sales proceeds, payable to the owner(s) shown on your account ("record
owner"), to the address shown on your account ("record address"). You may
designate in your Fund application a bank account to which, at your
request, State Street will transfer your sales proceeds electronically (at
no charge to you) or will wire your sales proceeds. State Street currently
charges a fee of $8.00 for each wire. However, if you have one or more
accounts in the Neuberger&Berman Funds(REGISTERED TRADEMARK) aggregating
$250,000 or more in value, you will not be charged for wire redemptions;
your $8.00 fee will be paid by N&B Management.

If you purchased shares indirectly through certain stockbrokers,
banks, or other financial institutions, you may sell those shares only
through those organizations, some of which may charge you a fee.

By Mail or Facsimile Transmission (Fax)
_________________________________________________________________________

Write a redemption request letter with your name and account
number, the Fund's name, and the dollar amount or number of shares of the
Fund you want to sell, together with any other instructions, and send it
by mail to:

Neuberger&Berman Funds
Boston Service Center
P.O. Box 8403
Boston, MA 02266-8403

or by overnight courier, U.S. Express Mail, or registered or certified
mail to:

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Neuberger&Berman Funds
c/o State Street Bank and Trust Company
2 Heritage Drive
North Quincy, MA 02171

or by fax, to redeem up to $50,000 worth of shares, to 212-476-8848. If
shares are issued in certificate form, they are not eligible to be
redeemed by fax. If you have changed the record address by telephone or
fax, shares may not be redeemed by fax for 15 days after receipt of the
address change. Please call 800-877-9700 to confirm receipt and acceptance
of any order submitted by fax. Be sure to have all owners sign the
request exactly as their names appear on the account and include the
certificate for your shares if you have one.

To protect you and the Fund against fraud, your signature on a
redemption request must have a SIGNATURE GUARANTEE if (1) you want to sell
more than $50,000 worth of shares, (2) you want the redemption check to be
made out to someone other than the record owner, (3) you want the check to
be mailed somewhere other than to the record address, or (4) you want the
proceeds to be wired to a bank account not named in your application or in
your prior written instruction with a signature guarantee. You can obtain
a signature guarantee from most banks, stockbrokers and dealers, credit
unions, and other financial institutions, but not from a notary public. A
redemption request that requires a signature guarantee should be sent by
mail.

For a redemption request sent by FAX, limited to not more than
$50,000, the redemption check may be made out only to the record owner and
mailed to the record address or the proceeds wired to a bank account named
in your application or in a written instruction from the record owner with
a signature guarantee.

By Telephone
_______________________________________________________________________

To sell shares worth at least $500, call 800-877-9700, giving
your name and account number, the name of the Fund, and the dollar amount
or number of shares you want to sell.

You can sell shares by telephone unless (1) you have declined
this service either in your application or later by writing or by
submitting an appropriate form to State Street, (2) you have a certificate
for such shares, or (3) you want to sell shares from a retirement account.
In addition, if you have changed the record address by telephone or fax,
shares may not be redeemed by telephone for 15 days after receipt of the
address change.

Please refer to "Additional Information on Telephone
Transactions."

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<PAGE>

Other Information
______________________________________________________________________

. Usually, redemption proceeds will be mailed on the next business
day, but in any case within three business days (under unusual
circumstances the Funds may take longer, as permitted by law).
You may also call 800-877-9700 for information on how to receive
electronic transfers through your bank.

. Each Fund may delay paying for any redemption until it is
reasonably satisfied that the check used to buy shares has
cleared, which may take up to 15 days after the purchase date. So
if you plan to sell shares shortly after buying them, you may
want to pay for the purchase with a certified check or money
order or by wire transfer.

. Each Fund may suspend redemptions or postpone payments on days
when the NYSE is closed (besides weekends and holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.

. If, because you sold shares, your account balance with any Fund
falls below $1,000, the Fund has the right to close your account
after giving you at least 60 days' written notice to reestablish
the minimum balance. If you do not do so, the Fund may redeem
your remaining shares at their price on the date of redemption
and will send the redemption proceeds to you.

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<PAGE>

ADDITIONAL INFORMATION ON TELEPHONE TRANSACTIONS

A Fund at any time can limit the number of its shares you can buy
by telephone or can stop accepting telephone orders. You can sell or
exchange shares by telephone, unless (1) you have declined these services
in your application or by written notice to N&B Management or State
Street, with your signature guaranteed, or (2) you have a certificate for
such shares. Each Fund or its agent follows reasonable procedures --
requiring you to provide a form of personal identification when you
telephone, recording your telephone call, and sending you a written
confirmation of each telephone transaction -- designed to confirm that
telephone instructions are genuine. However, no Fund or its agent is
responsible for the authenticity of telephone instructions or for any
losses caused by fraudulent or unauthorized telephone instructions if the
Fund or its agent reasonably believed that the instructions were genuine.

If you are unable to reach N&B Management by telephone (which
might be the case, for example, during periods of unusual market
activity), consider sending your transaction instructions by fax,
overnight courier, or U.S. Express Mail.

You can buy, sell or exchange shares using an automated telephone
service that is available 24 hours a day, every day, to investors using a
touch-tone phone. Further information regarding this service, including
use of a Personal Identification Number (PIN) and a menu of features is
available from N&B Management by calling 800-877-9700.

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<PAGE>

SHAREHOLDER SERVICES

Several other services are available to assist you in making and
managing your investment in the Funds.

Automatic Investing and Dollar Cost Averaging
________________________________________________________________________

If you want to invest regularly, you may participate in a plan
that lets you automatically buy a minimum of $100 worth of shares in any
Fund each month using dollar cost averaging. Under this plan, you buy a
fixed dollar amount of shares in any of the Funds at pre-set intervals.
You may pay for the shares by automatic transfers from your account in any
Neuberger&Berman money market fund or by pre-authorized checks drawn on
your bank account. You buy more shares when a Fund's share price is
relatively low and fewer shares when a Fund's share price is relatively
high. Thus, under this plan your average cost of shares would generally be
lower than if you bought a fixed number of shares at the same intervals.
To benefit from dollar cost averaging, you should be financially prepared
to continue your participation for a long enough period to include times
when Fund share prices are lower. Of course, the plan does not guarantee a
profit and will not protect you against losses in a declining market. For
further information, call 800-877-9700.

Exchange Privilege
__________________________________________________________

To exchange your shares in a Fund for shares in another
Neuberger&Berman Fund(REGISTERED TRADEMARK), call 800-877-9700 between 8
a.m. and 4 p.m., Eastern time, on any Monday through Friday (unless the
NYSE is closed). See "Funds Eligible for Exchange." You may also effect an
exchange by sending a letter to Neuberger&Berman Management Incorporated,
605 Third Avenue, 2nd Floor, New York, NY 10158-0180, Attention: [Name of
Fund], or by faxing the letter to 212-476-8848, giving your name and
account number, the name of the Fund, the dollar amount or number of
shares you want to sell, and the name of the fund whose shares you want to
buy. Please call 800-877-9700 to confirm receipt and acceptance of any
order submitted by fax. If you have a certificate for your shares, you can
exchange them only by mailing the certificate with your letter requesting
the exchange. You can use the telephone exchange privilege unless (1) you
have declined it in your application or by later writing to N&B Management
or State Street, or (2) you have a certificate for such shares. An
exchange must be for at least $1,000 worth of shares, and if the exchange
is your first purchase in another Neuberger&Berman Fund(REGISTERED
TRADEMARK), it must be for at least the minimum initial investment amount
for that fund. Shares are exchanged at the next price calculated on a day
the NYSE is open, after your exchange order is received and accepted.

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<PAGE>

Please note the following about the exchange privilege:

. You can exchange shares ONLY between accounts registered in the
same name, address, and taxpayer ID number.

. An exchange order cannot be modified or canceled.

. You can exchange ONLY into a fund whose shares are eligible for
sale in your state under applicable state securities laws.

. An exchange may have tax consequences for you.

. Because excessive trading (including short-term "market timing"
trading) can hurt a Fund's performance, each Fund may refuse any
exchange orders (1) if they appear to be market-timing
transactions involving significant portions of a Fund's assets or
(2) from any shareholder account if the shareholder has been
advised that previous use of the exchange privilege was
considered excessive. Accounts under common ownership or control,
including those with the same taxpayer ID number, will be
considered one account for this purpose.

. Each Fund may impose other restrictions on the exchange
privilege, or modify or terminate the privilege, but will try to
give you advance notice whenever it can reasonably do so.

Please refer to "Additional Information on Telephone Transactions."

Systematic Withdrawal Plans
______________________________________________________________________

If you own shares of a Fund worth at least $5,000, you can open a
Systematic Withdrawal Plan. Under such a plan, you arrange to withdraw a
specific amount (at least $50) on a monthly, quarterly, semi-annual, or
annual basis, or you can have your account completely paid out over a
specified period of time. You can also arrange for periodic cash
withdrawals from your Fund account to pay fees to your financial planner
or investment adviser. Because the price of shares of each Fund
fluctuates, you may incur capital gains or losses when you redeem shares
of the Funds through a Systematic Withdrawal Plan or by other methods.
Call 800-877-9700 for more information.

Retirement Plans
_________________________________________________________________________

Retirement plans permit you to defer paying taxes on investment
income and capital gains. Contributions to these plans may also be tax
deductible. Please call 800-877-9700 for information on a variety of
retirement plans, including individual retirement accounts, simplified
employee pension plans, self-employed individual retirement plans (so-
called "Keogh Plans"), corporate profit-sharing and money purchase pension

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<PAGE>

plans, section 401(k) plans, and section 403(b)(7) accounts offered by N&B
Management. The assets of these plans may be invested in any of the Funds.

Electronic Bank Transfers
________________________________________________________________________

You may designate, either in your application or later by writing
or by submitting an appropriate form to State Street, a bank account
through which State Street will electronically transfer monies to you or
from you at pre-set intervals (such as under a systematic withdrawal or
automatic investment plan or for payment of cash distributions) or upon
your request. Please include a voided check with your application. This
service is not available for retirement accounts.

State Street does not charge a fee for this service; however, you
should contact your bank to ensure that it is able to accept electronic
transfers. Please call 800-877-9700 for more information. If you wish to
terminate this service, you must call 800-877-9700 at least 10 days before
the next scheduled electronic transfer.

SHARE PRICES AND NET ASSET VALUE

Each Fund's shares are bought or sold at a price that is the
Fund's net asset value ("NAV") per share. The NAVs for each Fund and its
corresponding Portfolio are calculated by subtracting liabilities from
total assets (in the case of a Portfolio, the market value of the
securities the Portfolio holds plus cash and other assets; in the case of
a Fund, its percentage interest in its corresponding Portfolio, multiplied
by the Portfolio's NAV, plus any other assets). Each Fund's per share NAV
is calculated by dividing its NAV by the number of Fund shares outstanding
and rounding the result to the nearest full cent. Each Fund and its
corresponding Portfolio calculate their NAVs as of the close of regular
trading on the NYSE, usually 4 p.m. Eastern time, on each day the NYSE is
open.

Each Portfolio (except Neuberger&Berman International Portfolio)
values securities (including options) listed on the NYSE, the American
Stock Exchange or other national securities exchanges or quoted on Nasdaq,
and other securities for which market quotations are readily available, at
the last sale price on the day the securities are being valued. If there
is no sale of such a security on that day, the security is valued at the
mean between its closing bid and asked prices. The Portfolios value all
other securities and assets, including restricted securities, by a method
that the trustees of Equity Managers Trust believe accurately reflects
fair value.

Neuberger&Berman International Portfolio values equity securities
at the last sale price on the principal exchange or in the principal over-
the-counter market in which such securities are traded, as of the close of
business on the day the securities are being valued or, if there are no

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<PAGE>

sales, at the last available bid price. Debt obligations are valued at the
last available bid price for such securities or, if such prices are not
available, at prices for securities of comparable maturity, quality, and
type. Foreign securities are translated from the local currency into U.S.
dollars using current exchange rates. The Portfolio values all other types
of securities and assets, including restricted securities and securities
for which market quotations are not readily available, by a method that
the trustees of Global Managers Trust believe accurately reflects fair
value.

Neuberger&Berman International Portfolio's portfolio securities
are traded primarily in foreign markets which may be open on days when the
NYSE is closed. As a result, the NAV of Neuberger&Berman International
Fund may be significantly affected on days when shareholders have no
access to that Fund.

DIVIDENDS, OTHER DISTRIBUTIONS,
AND TAXES

Each Fund distributes substantially all of its share of any net
investment income (net of the Fund's expenses), any net realized capital
gains and any net realized gains from foreign currency transactions earned
or realized by its corresponding Portfolio, normally in December.
Investors who are considering the purchase of Fund shares in December
should take this into account because of the tax consequences of such
distributions. In addition, Neuberger&Berman Guardian Fund distributes
substantially all of its share of Neuberger&Berman Guardian Portfolio's
net investment income, if any, at the end of each calendar quarter.

Distribution Options
________________________________________________________________________

REINVESTMENT IN SHARES. All dividends and other distributions
paid on shares of a Fund are automatically reinvested in additional shares
of that Fund, unless you elect to receive them in cash. Dividends and
other distributions are reinvested at the Fund's per share NAV, usually as
of the date the dividend or other distribution is payable. For RETIREMENT
ACCOUNTS, all distributions are automatically reinvested in shares; when
you are at least 59-1/2 years old, you can elect to receive distributions
in cash without incurring a premature distribution penalty tax.

DIVIDENDS IN CASH. You may elect to receive dividends in cash,
with other distributions being reinvested in additional Fund shares, by
checking that election box on your application.

ALL DISTRIBUTIONS IN CASH. You may elect to receive all dividends
and other distributions in cash, by checking that election box on your
application.

Checks for cash dividends and other distributions usually will be
mailed no later than seven days after the payable date. However, if you
purchased your shares with a check, distributions on those shares may not

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<PAGE>

be paid in cash until the Fund is reasonably satisfied that your check has
cleared, which may take up to 15 days after the purchase date. Cash
dividends and other distributions also may be paid through an electronic
transfer to a bank account designated in your Fund application. Call 800-
877-9700 for more information. You can change any distribution election
by writing to State Street, the Funds' shareholder servicing agent.

Taxes
______________________________________________________________

Each Fund intends to continue to qualify for treatment as a
regulated investment company for federal income tax purposes so that it
will be relieved of federal income tax on that part of its taxable income
and realized gains that it distributes to its shareholders.

Your investment has certain tax consequences, depending on the
type of your account. If you have a qualified retirement account, taxes
are deferred.

TAXES ON DISTRIBUTIONS. Distributions are subject to federal
income tax and may also be subject to state and local income taxes. Your
distributions are taxable when they are paid, whether in cash or by
reinvestment in additional Fund shares, except that distributions declared
in December to shareholders of record on a date in that month and paid in
the following January are taxable as if they were paid on December 31 of
the year in which the distributions were declared. If you buy Fund shares
just before a fund deducts a dividend or other distribution from its NAV,
you will pay the full price for the shares and then receive a portion of
the price back in the form of a taxable distribution.

For federal income tax purposes, dividends and distributions of
net short-term capital gain and net gains from certain foreign currency
transactions are taxed as ordinary income. Distributions of net capital
gain (the excess of net long-term capital gain over net short-term capital
loss), when designated as such, are generally taxed as long-term capital
gain, no matter how long you have owned your shares. Distributions of net
capital gain may include gains from the sale of portfolio securities that
appreciated in value before you bought your shares.

Every January, your Fund will send you a statement showing the
amount of distributions paid to you in the previous year. Information
accompanying your statement will show the portion of those distributions
that generally are not taxable in certain states.

TAXES ON REDEMPTIONS. Capital gains realized on redemption of
Fund shares, including redemptions in connection with exchanges to other
Neuberger&Berman Funds(REGISTERED TRADEMARK), are subject to tax. A
capital gain or loss is the difference between the amount you paid for the
shares (including the amount of any dividends and other distributions that
were reinvested) and the amount you receive when you sell them.

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<PAGE>

When you sell shares you will receive a confirmation statement
showing the number of shares you sold and the price. Every January you
will also receive a consolidated transaction statement for the previous
year. Be sure to keep your statements; they will be useful to you and your
tax preparer in determining the capital gains and losses from your
redemptions.

The foregoing is only a summary of some of the important tax
considerations affecting each Fund and its shareholders. See the SAI for
additional tax information. There may be other federal, state, local, or
foreign tax considerations applicable to a particular investor.
Therefore, you should consult your tax adviser.

MANAGEMENT AND ADMINISTRATION

Trustees and Officers
_______________________________________________________________________

The trustees of the Trust and the trustees of the Managers Trusts
have oversight responsibility for the operations of each Fund and each
Portfolio, respectively. The SAI contains general background information
about each trustee and officer of the Trust and of the Managers Trusts.
The trustees and officers of the Trust and of the Managers Trusts who are
officers and/or directors of N&B Management and/or partners of
Neuberger&Berman serve without compensation from the Funds or the
Portfolios. All trustees of the Managers Trusts also serve as trustees of
the Trust. The trustees of the Trust and of the Managers Trusts, including
a majority of those trustees who are not "interested persons" (as defined
in the 1940 Act) of any Fund, have adopted written procedures reasonably
appropriate to deal with potential conflicts of interest between the Trust
and the Managers Trusts, including, if necessary, creating a separate
board of trustees of the Managers Trusts.

Investment Manager, Administrator,
Distributor, and Sub-Adviser
______________________________________________________________________

N&B Management serves as the investment manager of each
Portfolio, as administrator of each Fund, and as distributor of the shares
of each Fund. N&B Management and its predecessor firms have specialized in
the management of no-load mutual funds since 1950. In addition to serving
the seven Portfolios, N&B Management currently serves as investment
manager of other mutual funds. Neuberger&Berman, which acts as sub-adviser
for the Portfolios and other mutual funds managed by N&B Management, also
serves as investment adviser of three other investment companies. The
mutual funds managed by N&B Management and Neuberger&Berman had aggregate
net assets of approximately $_____ billion as of September 30, 1996.

As sub-adviser, Neuberger&Berman furnishes N&B Management with
investment recommendations and research without added cost to the

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<PAGE>

Portfolios. Neuberger&Berman is a member firm of the NYSE and other
principal exchanges and may act as the Portfolios' broker in the purchase
and sale of their securities. Neuberger&Berman and its affiliates,
including N&B Management, manage securities accounts that had
approximately $______ billion of assets as of September 30, 1996. All of
the voting stock of N&B Management is owned by individuals who are general
partners of Neuberger&Berman.

State Street Cayman Trust Company, Ltd. ("State Street Cayman"),
located in George Town, Grand Cayman, Cayman Islands, British West Indies,
provides certain administrative, fund accounting and transfer agency
services for Neuberger&Berman International Portfolio, which has its
principal offices in the Cayman Islands.

The following is information about the individuals who are
primarily responsible for the day-to-day management of the Portfolios:

Neuberger&Berman Focus Portfolio and Neuberger&Berman Guardian
Portfolio -- Kent C. Simons, Lawrence Marx III, and Kevin L. Risen. Mr.
Simons and Mr. Marx are Vice Presidents of N&B Management and general
partners of Neuberger&Berman. Mr. Simons has had responsibility for
Neuberger&Berman Focus Portfolio and Neuberger&Berman Focus Fund's
predecessor since 1988, and for Neuberger&Berman Guardian Portfolio and
Neuberger&Berman Guardian Fund's predecessor since 1983. Mr. Marx has had
those responsibilities since 1988 and Mr. Risen has had those
responsibilities since 1996. Mr. Risen has been an assistant Vice
President of N&B Management since May 1996 and has been a portfolio
manager for Neuberger&Berman since 1995. He was previously a research
analyst at Neuberger&Berman from 1992 to 1995; from 1990 to 1992, he was a
research analyst at another prominent financial services firm.

Neuberger&Berman Genesis Portfolio -- Judith M. Vale. Ms. Vale,
who has been a member of Neuberger&Berman's Small Cap Group since 1992, a
Vice President of N&B Management since November 1994, and a general
partner of Neuberger&Berman since July 1996, has been primarily
responsible for the day-to-day management of Neuberger&Berman Genesis
Portfolio since February, 1994. Ms. Vale was a portfolio manager for
another investment management group from 1990 to 1992.

Neuberger&Berman International Portfolio -- Felix Rovelli and
Robert Cresci. Mr. Rovelli has been responsible for Neuberger&Berman
International Portfolio since its inception in June 1994. Mr. Rovelli is a
Vice President of N&B Management and was a Senior Vice President-Senior
Equity Portfolio Manager of BNP-N&B Global from May 1994 until October
1995. He previously served as first vice president and portfolio manager
of another mutual fund that invested in international equity securities,
from April 1990 to April 1994. Mr. Cresci is an Assistant Vice President
of N&B Management and was an Assistant Portfolio Manager of BNP-N&B Global

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<PAGE>

from May 1994 until October 1995. He previously served as an assistant
portfolio manager of another mutual fund that invested in international
equity securities, from November 1992 until May 1994, and as an associate
with a money manager from September 1989 until October 1992.

Neuberger&Berman Manhattan Portfolio -- Mark R. Goldstein and
Susan Switzer. Mr. Goldstein is a Vice President of N&B Management and a
general partner of Neuberger&Berman. Previously he was a securities
analyst and portfolio manager with that firm. He has had responsibility
for Neuberger&Berman Manhattan Portfolio and Neuberger&Berman Manhattan
Fund's predecessor since June 1992. Ms. Switzer has been an Assistant Vice
President of N&B Management since March 1995 and a portfolio manager for
Neuberger&Berman since January 1995. Ms. Switzer was a research analyst
and assistant portfolio manager for another money management firm from
1989 to 1994.

Neuberger&Berman Partners Portfolio -- Michael M. Kassen and
Robert I. Gendelman. Mr. Kassen is a Vice President of N&B Management and
a general partner of Neuberger&Berman. He has had responsibility for
Neuberger&Berman Partners Portfolio and Neuberger&Berman Partners Fund's
predecessor since June 1990. Mr. Gendelman is a senior portfolio manager
for Neuberger&Berman and an Assistant Vice President of N&B Management.
Mr. Gendelman has had responsibility for Neuberger&Berman Partners
Portfolio since October 1994. He was a portfolio manager for another
mutual fund manager from 1992 to 1993 and was managing partner of an
investment partnership from 1988 to 1992.

Neuberger&Berman Socially Responsive Portfolio -- Janet Prindle
and Farha-Joyce Haboucha. Ms. Prindle, a Vice President of N&B Management
since November 1993, has been a general partner of Neuberger&Berman since
1983. Ms. Haboucha has been a Vice President of N&B Management since
November 1994 and an employee of Neuberger&Berman since 1986. Mmes.
Prindle and Haboucha, who are Co-Directors of Socially Responsive
Investment Services at Neuberger&Berman, have been researching and
developing corporate responsibility criteria as they apply to investments
since 1989. They have been managing money using these criteria since 1990.
Ms. Prindle has been responsible for Neuberger&Berman Socially Responsive
Portfolio since its inception in March 1994.

Neuberger&Berman acts as the principal broker for the Portfolios
(except Neuberger&Berman International Portfolio), and may act as broker
for Neuberger&Berman International Portfolio, in the purchase and sale of
portfolio securities and in the purchase and sale of options, and for
those services receives brokerage commissions. In effecting securities
transactions, each Portfolio seeks to obtain the best price and execution
of orders. For more information, see the SAI.

The partners and employees of Neuberger&Berman and officers and
employees of N&B Management, together with their families, have invested
over $100 million of their own money in Neuberger&Berman Funds(REGISTERED
TRADEMARK).

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<PAGE>

To mitigate the possibility that a Portfolio will be adversely
affected by employees' personal trading, the Trust, the Managers Trusts,
N&B Management, and Neuberger&Berman have adopted policies that restrict
securities trading in personal accounts of the portfolio managers and
others who normally come into possession of information on portfolio
transactions.

Expenses
_________________________________________________________________________

N&B Management provides investment management services to each
Portfolio that include, among other things, making and implementing
investment decisions and providing facilities and personnel necessary to
operate the Portfolio. N&B Management provides administrative services to
each Fund that include furnishing similar facilities and personnel for the
Fund and performing certain shareholder, shareholder-related, and other
services. For such administrative services, each Fund pays N&B Management
a fee at the annual rate of 0.26% of that Fund's average daily net assets.
With a Fund's consent, N&B Management may subcontract to third parties
some of its responsibilities to that Fund under the administration
agreement. In addition, a Fund may compensate such third parties for
accounting and other services. For investment management services, each
Portfolio (except Neuberger&Berman Genesis Portfolio and Neuberger&Berman
International Portfolio) pays N&B Management a fee at the annual rate of
0.55% of the first $250 million of that Portfolio's average daily net
assets, 0.525% of the next $250 million, 0.50% of the next $250 million,
0.475% of the next $250 million, 0.45% of the next $500 million, and
0.425% of average daily net assets in excess of $1.5 billion.
Neuberger&Berman Genesis Portfolio pays N&B Management a fee for
investment management services at the annual rate of 0.85% of the first
$250 million of that Portfolio's average daily net assets, 0.80% of the
next $250 million, 0.75% of the next $250 million, 0.70% of the next $250
million, and 0.65% of average daily net assets in excess of $1 billion.

Neuberger&Berman International Portfolio pays N&B Management a
fee for investment management services 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. This management fee is higher than
that paid by most domestic equity funds, but is consistent with the
average fee levels of other international equity funds.

During their 1996 fiscal years, each Fund accrued administration
fees, and a pro rata portion of the corresponding Portfolio's management
fees, as a percentage of each Fund's average daily net assets, as follows:

Neuberger&Berman Focus Fund
Neuberger&Berman Genesis Fund
Neuberger&Berman Guardian Fund

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<PAGE>

Neuberger&Berman International Fund
Neuberger&Berman Manhattan Fund
Neuberger&Berman Partners Fund
Neuberger&Berman Socially Responsive Fund

See "Expense Information -- Annual Fund Operating Expenses" for
anticipated fees for the current fiscal year.

Each Fund bears all expenses of its operations other than those
borne by N&B Management as administrator of the Fund and as distributor of
its shares. Each Portfolio bears all expenses of its operations other than
those borne by N&B Management as investment manager of the Portfolio.
These expenses include, but are not limited to, for the Funds and
Portfolios, legal and accounting fees and compensation for trustees who
are not affiliated with N&B Management; for the Funds, transfer agent
fees, and the cost of printing and sending reports and proxy materials to
shareholders; and for the Portfolios, custodial fees for securities.

N&B Management has voluntarily undertaken until December 31,
1997, to reimburse Neuberger&Berman Socially Responsive Fund for its
Operating Expenses and its pro rata share of its corresponding Portfolio's
Operating Expenses which exceed, in the aggregate, 1.50% per annum of the
Fund's average daily net assets. The Fund has in turn agreed to repay N&B
Manaygement through March 14, 1998, for the excess Operating Expenses N&B
Management reimbursed to the Fund prior to December 31, 1996, so long as
the Fund's annual Operating Expenses during that period do not exceed the
above expense limitation. N&B Management has voluntarily agreed to waive a
portion of the management fee borne directly by Neuberger&Berman Genesis
Portfolio and indirectly by Neuberger&Berman Genesis Fund to reduce the
fee by 0.10% per annum of the average daily net assets of Neuberger&Berman
Genesis Portfolio. N&B Management has voluntarily undertaken until
December 31, 1997 to reimburse Neuberger&Berman International Fund for its
Operating Expenses and its pro rata share of the Operating Expenses of its
corresponding Portfolio that exceed, in the aggregate, 1.70% per annum of
the Fund's average daily net assets. The Fund has in turn agreed to repay
N&B Management through December 31, 1998, for the excess Operating
Expenses N&B Management reimbursed to the Fund prior to December 31, 1996,
so long as the Fund's annual Operating Expenses during that period do not
exceed the above expense limitation. The effect of reimbursement or a
waiver by N&B Management is to reduce a Fund's expenses and thereby
increase its total return.

During their 1996 fiscal years, each Fund bore total operating
expenses as a percentage of its average daily net assets (after taking
into consideration N&B Management's expense reimbursement for
Neuberger&Berman Socially Responsive Fund and for Neuberger&Berman
International Fund and N&B Management's waiver of a portion of the
management fee borne indirectly by Neuberger&Berman Genesis Fund), as
follows:

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Neuberger&Berman Focus Fund
Neuberger&Berman Genesis Fund
Neuberger&Berman Guardian Fund
Neuberger&Berman International Fund
Neuberger&Berman Manhattan Fund
Neuberger&Berman Partners Fund
Neuberger&Berman Socially Responsive Fund

Transfer and Shareholder Servicing Arrangements
_______________________________________________________________________

The Funds' transfer and shareholder servicing agent is State
Street. State Street administers purchases, redemptions, and transfers of
Fund shares and the payment of dividends and other distributions through
its Boston Service Center, P.O. Box 8403, Boston, MA 02266-8403.

DESCRIPTION OF INVESTMENTS

In addition to common stocks and other securities referred to in
"Investment Programs" herein, each Portfolio may make the following
investments, among others, individually or in combination, although it may
not necessarily buy all of the types of securities or use all of the
investment techniques that are described. For additional information on
the following investments or other types of investments which the
Portfolios may make, see the SAI.

ILLIQUID SECURITIES. Each Portfolio may invest up to 10% of its
net assets (5% in the case of Neuberger&Berman Genesis Portfolio) in
illiquid securities, which are securities that cannot be expected to be
sold within seven days at approximately the price at which they are
valued. Due to the absence of an active trading market, a Portfolio may
experience difficulty in valuing or disposing of illiquid securities. N&B
Management determines the liquidity of the Portfolios' securities, under
general supervision of the trustees of the Managers Trusts.

RESTRICTED SECURITIES AND RULE 144A SECURITIES. Each Portfolio
may invest in restricted securities and Rule 144A securities. Restricted
securities cannot be sold to the public without registration under the
Securities Act of 1933 ("1933 Act"). Unless registered for sale, these
securities can be sold only in privately negotiated transactions or
pursuant to an exemption from registration. Rule 144A securities,
although not registered, may be resold to qualified institutional buyers
in accordance with Rule 144A under the 1933 Act. Unregistered securities
may also be sold abroad pursuant to Regulation S under the 1933 Act.
Foreign securities that are freely tradeable in their principal market are
not considered restricted securities even if they are not registered for
sale in the U.S. Restricted securities are generally considered illiquid.
N&B Management, acting pursuant to guidelines established by the trustees
of the Managers Trusts, may determine that some restricted or Rule 144A
securities are liquid.

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FOREIGN SECURITIES. Foreign securities are those of issuers
organized and doing business principally outside the U.S., including non-
U.S. governments, their agencies, and instrumentalities. Each Portfolio
(except Neuberger&Berman International Portfolio) may invest up to 10% of
the value of its total assets in foreign securities. The 10% limitation
does not apply to foreign securities that are denominated in U.S. dollars,
including ADRs.

Neuberger&Berman International Portfolio invests primarily in
foreign securities. The Portfolio may invest in ADRs, EDRs, GDRs, and
IDRs. ADRs (sponsored or unsponsored) are receipts typically issued by a
U.S. bank or trust company evidencing its ownership of the underlying
foreign securities. Most ADRs are denominated in U.S. dollars and are
traded on a U.S. stock exchange. Issuers of the securities underlying
unsponsored ADRs are not contractually obligated to disclose material
information in the U.S. and, therefore, the market value of the
unsponsored ADR may not reflect the effect of such information. EDRs and
IDRs are receipts typically issued by a European bank or trust company
evidencing its ownership of the underlying foreign securities. GDRs are
receipts issued by either a U.S. or non-U.S. banking institution
evidencing its ownership of the underlying foreign securities and are
often denominated in U.S. dollars.

Factors affecting investments in foreign securities include, but
are not limited to, varying custody, brokerage and settlement practices,
which may cause delays and expose a Portfolio to the creditworthiness of a
foreign broker; difficulty in pricing some foreign securities; less public
information about issuers of securities; less governmental regulation and
supervision of issuance and trading of securities; the unavailability of
financial information or the difficulty of interpreting financial
information prepared under foreign accounting standards; less liquidity
and more volatility in foreign securities markets; the possibility of
expropriation, nationalization, or confiscatory taxation; the imposition
of foreign withholding and other taxes; potentially adverse local
political, economic, social, or diplomatic developments; limitations on
the movement of funds or other assets of a Portfolio between different
countries; difficulties in invoking legal process and enforcing
contractual obligations abroad; and the difficulty of assessing economic
trends in foreign countries. Investment in foreign securities also
involves higher brokerage and custodial expenses than does investment in
domestic securities.

In addition, investing in foreign securities may involve other
risks which are not ordinarily associated with investing in domestic
securities. These risks include changes in currency exchange rates and
currency exchange control regulations (or other foreign or U.S. laws or
restrictions applicable to such investments) or devaluations of foreign

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currencies. Some foreign currencies may be volatile. A decline in the
exchange rate between the U.S. dollar and another currency would reduce
the value of portfolio securities denominated in that currency
irrespective of the performance of the underlying investment. In addition,
a Portfolio may incur costs in connection with conversion between various
currencies. Investments in depositary receipts (whether or not denominated
in U.S. dollars) may be subject to exchange controls and changes in rates
of exchange with the U.S. dollar because the underlying security is
usually denominated in foreign currency.

All of the foregoing risks may be intensified in emerging
industrialized and less developed countries.

JAPANESE INVESTMENTS. As noted above, all of the Portfolios may
invest in foreign securities, including securities of Japanese issuers.
From time to time, Neuberger&Berman International Portfolio may invest a
significant portion of its assets in securities of Japanese issuers. The
performance of the Portfolio may therefore be significantly affected by
events affecting the Japanese economy and the exchange rate between the
Japanese yen and the U.S. dollar. Japan has experienced a severe
recession, including a decline in real estate values and other events that
adversely affected the balance sheets of many financial institutions and
indicate that there may be structural weaknesses in the Japanese financial
system. The effects of this economic downturn may be felt for a
considerable period and are being exacerbated by the currency exchange
rate. Japan is heavily dependent on foreign oil. Japan is located in a
seismically active area, and severe earthquakes may damage important
elements of the country's infrastructure. Japan's economic prospects may
be affected by the political and military situations of its near
neighbors, notably North and South Korea, China and Russia.

OTHER INVESTMENT COMPANIES. Neuberger&Berman International
Portfolio may invest up to 10% of its total assets in the shares of other
investment companies. Such investment may be the most practical or only
manner in which the Portfolio can participate in certain foreign markets
because of the expenses involved or because other vehicles for investing
in certain countries may not be available at the time the Portfolio is
ready to make an investment. As a shareholder in an investment company,
the Portfolio would bear its pro rata share of that investment company's
expenses. Investment in other funds may involve the payment of substantial
premiums above the value of such issuers' portfolio securities.
Neuberger&Berman International Portfolio does not intend to invest in such
funds unless, in the judgment of N&B Management, the potential benefits of
such investment justify the payment of any applicable premium or sales
charge.

COVERED CALL OPTIONS. Each Portfolio may try to reduce the risk
of securities price changes (hedge) or generate income by writing
(selling) covered call options against securities held in its portfolio
having a market value not exceeding 10% of its net assets and may purchase
call options in related closing transactions. The 10% limitation does not
apply to Neuberger&Berman International Portfolio. The purchaser of a

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call option acquires the right to buy a portfolio security at a fixed
price during a specified period. The maximum price the seller may realize
on the security during the option period is the fixed price; the seller
continues to bear the risk of a decline in the security's price, although
this risk is reduced by the premium received for the option.

FOREIGN CURRENCY TRANSACTIONS. Neuberger&Berman International
Portfolio may enter into forward contracts in order to protect against
adverse changes in foreign currency exchange rates. The Portfolio may
enter into contracts to purchase foreign currencies to protect against an
anticipated rise in the U.S. dollar price of securities it intends to
purchase. The Portfolio may also enter into contracts to sell foreign
currencies to protect against a decline in value of its foreign currency
denominated portfolio securities due to a decline in the value of foreign
currencies against the U.S. dollar.

Neuberger&Berman International Portfolio may also enter into
forward contracts for non-hedging purposes when N&B Management anticipates
that a foreign currency will appreciate or depreciate in value, but
securities denominated in that currency do not present attractive
investment opportunities and are not held in the Portfolio. The Portfolio
may also engage in proxy-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities
denominated in a different currency if N&B Management believes that there
is a pattern of correlation between the two currencies. Proxy hedges may
result in losses if the currency used to hedge does not perform similarly
to the currency in which the securities are denominated.

PUT AND CALL OPTIONS ON FOREIGN CURRENCIES, SECURITIES, AND
SECURITIES INDICES. Neuberger&Berman International Portfolio may purchase
and write put and call options on foreign currencies for the purpose of
protecting against declines in the dollar value of foreign portfolio
securities and against increases in the U.S. dollar cost of foreign
securities to be acquired. The Portfolio may also use options on foreign
currencies to proxy-hedge. In addition, the Portfolio may purchase put or
call options on currencies for non-hedging purposes when N&B Management
expects that a currency will appreciate or depreciate in value, but
securities denominated in that currency do not present attractive
investment opportunities and are not held in the Portfolio. Options on
foreign currencies may be traded on U.S. or foreign exchanges or over-the-
counter. Options on foreign currencies which are traded in the over-the-
counter market may be considered illiquid and subject to the restriction
on illiquid securities.

To realize greater income than would be realized on portfolio
securities transactions alone, Neuberger&Berman International Portfolio
may write put and call options on any securities in which it may invest or
options on any securities index based on securities in which the Portfolio
may invest. The Portfolio will not write a call option on a security or

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currency unless it owns the underlying security or currency or has the
right to obtain it at no additional cost.

The Portfolio pays brokerage commissions or spreads in connection
with its options transactions, as well as for purchases and sales of
underlying securities or currencies. The writing of options could result
in significant increases in the Portfolio's turnover rate.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS.
Neuberger&Berman International Portfolio may enter into futures contracts
on debt securities, interest rates, securities indices and currencies and
may purchase and sell options on such contracts on both U.S. and foreign
exchanges. The Portfolio may engage in such transactions for hedging and
non-hedging purposes.

GENERAL RISKS OF OPTIONS, FUTURES AND FORWARD CONTRACTS. The
primary risks in using put and call options, futures contracts, options on
futures contracts, and forward contracts ("Financial Instruments") are (1)
imperfect correlation or no correlation between changes in market value of
the securities or currencies held by a Portfolio and the prices of
Financial Instruments; (2) possible lack of a liquid secondary market for
Financial Instruments and the resulting inability to close out Financial
Instruments when desired; (3) the fact that use of Financial Instruments
is a highly specialized activity that involves skills, techniques, and
risks (including price volatility and a high degree of leverage) different
from those associated with selection of a Portfolio's securities; and (4)
the fact that, although use of Financial Instruments for hedging purposes
can reduce the risk of loss, they also can reduce the opportunity for
gain, or even result in losses, by offsetting favorable price movements in
hedged investments. When a Portfolio uses Financial Instruments, the
Portfolio will place cash or appropriate liquid securities in a segregated
account, or will "cover" its position, to the extent required by SEC staff
policy. Another risk of Financial Instruments is the possible inability of
a Portfolio to purchase or sell a security at a time that would otherwise
be favorable for it to do so, or the possible need for a Portfolio to sell
a security at a disadvantageous time, due to its need to maintain cover or
to segregate securities in connection with its use of Financial
Instruments. Futures, options and forward contracts are considered
"derivatives." Losses that may arise from certain futures transactions are
potentially unlimited.

SHORT SALES AGAINST-THE-BOX. Each Portfolio may make short sales
against-the-box, in which it sells securities short only if it owns or has
the right to obtain without payment of additional consideration an equal
amount of the same type of securities sold. Short selling against-the-box
may defer recognition of gains or losses into a later tax period.

SHORT SALES. Neuberger&Berman International Portfolio may
attempt to limit exposure to a possible decline in the market value of
portfolio securities through short sales of securities that N&B Management

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believes possess volatility characteristics similar to those being hedged.
The Portfolio also may use short sales in an attempt to realize gain. To
effect a short sale, the Portfolio borrows a security from a brokerage
firm to make delivery to the buyer. The Portfolio then is obligated to
replace the borrowed security by purchasing it at the market price at the
time of replacement. Until the security is replaced, the Portfolio is
required to pay to the lender any dividends and may be required to pay a
premium or interest.

Neuberger&Berman International Portfolio will realize a gain if
the security declines in price between the date of the short sale and the
date on which the Portfolio replaces the borrowed security. The Portfolio
will incur a loss if the price of the security increases between those
dates. The amount of any gain will be decreased, and the amount of any
loss increased, by the amount of any premium or interest the Portfolio may
be required to pay in connection with a short sale. A short position may
be adversely affected by imperfect correlation between movements in the
price of the security sold short and the securities being hedged.

FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. In a when-issued
or forward commitment transaction, Neuberger&Berman International
Portfolio commits to purchase securities at a future date (generally
within two months) and pays for the securities when they are delivered. If
the seller fails to complete the sale, the Portfolio may lose the
opportunity to obtain a favorable price. When-issued securities or
securities subject to a forward commitment may decline or increase in
value during the period from the Portfolio's investment commitment to the
settlement of the purchase, which may magnify fluctuation in the
Portfolio's and its corresponding Fund's NAV.

REPURCHASE AGREEMENTS/SECURITIES LOANS. In a repurchase
agreement, a Portfolio buys a security from a Federal Reserve member bank
(or, in the case of Neuberger&Berman International Portfolio, also a
foreign bank or a U.S. branch or agency of a foreign bank) or a securities
dealer and simultaneously agrees to sell it back at a higher price, at a
specified date, usually less than a week later. The underlying securities
must fall within the Portfolio's investment policies and limitations. Each
Portfolio also may lend portfolio securities to banks, brokerage firms, or
institutional investors to earn income. Costs, delays, or losses could
result if the selling party to a repurchase agreement or the borrower of
portfolio securities becomes bankrupt or otherwise defaults. N&B
Management monitors the creditworthiness of sellers and borrowers.

REVERSE REPURCHASE AGREEMENTS. Neuberger&Berman International
Portfolio may enter into reverse repurchase agreements. In such a
transaction, the Portfolio sells a security to a bank or securities dealer
and simultaneously agrees to repurchase it at an agreed upon price on a
specific date. The Portfolio will maintain a segregated account consisting
of cash or appropriate liquid securities to cover its obligations under
reverse repurchase agreements. Such transactions may increase

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fluctuations in the Portfolio's and its corresponding Fund's NAV and may
be viewed as a form of leverage.

OTHER INVESTMENTS. Although each Portfolio invests primarily in
common stocks, when market conditions warrant it may invest in preferred
stocks, securities convertible into or exchangeable for common stocks,
U.S. Government and Agency Securities, investment grade debt securities,
or money market instruments, or may retain assets in cash or cash
equivalents.

"Investment grade" debt securities are those receiving one of the
four highest ratings from Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's ("S&P"), or another nationally recognized statistical
rating organization ("NRSRO") or, if unrated by any NRSRO, deemed
comparable by N&B Management to such rated securities ("Comparable Unrated
Securities"). The value of the fixed income securities in which a
Portfolio may invest is likely to decline in times of rising market
interest rates. Conversely, when rates fall, the value of a Portfolio's
fixed income investments is likely to rise.

U.S. Government Securities are obligations of the U.S. Treasury
backed by the full faith and credit of the United States. U.S. Government
Agency Securities are issued or guaranteed by U.S. Government agencies or
by instrumentalities of the U.S. Government, such as the Government
National Mortgage Association, Federal National Mortgage Association,
Federal Home Loan Mortgage Corporation, Student Loan Marketing
Association, and Tennessee Valley Authority. Some U.S. Government Agency
Securities are supported by the full faith and credit of the United
States, while others may be supported by the issuer's ability to borrow
from the U.S. Treasury, subject to the Treasury's discretion in certain
cases, or only by the credit of the issuer. U.S. Government Agency
Securities include U.S. Government mortgage-backed securities. The market
prices of U.S. Government Securities are not guaranteed by the Government
and generally fluctuate inversely with changing interest rates.

Neuberger&Berman Socially Responsive Portfolio may invest up to
20% of its net assets in convertible securities. A convertible security is
a bond, debenture, note, preferred stock, or other security that may be
converted into or exchanged for a prescribed amount of common stock of the
same or a different issuer within a particular period of time at a
specified price or formula. Because convertible securities generally have
features of both common stocks and debt securities, their value can be
influenced by both interest rate and market movements. Neuberger&Berman
Socially Responsive Portfolio does not intend to purchase any convertible
securities that are not investment grade.

Neuberger&Berman International Portfolio may invest up to 5% of
its net assets in U.S. dollar-denominated and non-U.S. dollar-denominated
corporate and government debt securities of foreign issuers.

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<PAGE>

Neuberger&Berman International Portfolio may invest in debt
securities of any rating, including those rated below investment grade and
Comparable Unrated Securities. Neuberger&Berman Partners Portfolio may
invest up to 15% of its net assets in debt securities rated below
investment grade and Comparable Unrated Securities. Such securities, as
well as those rated by Moody's in its fourth highest category (Baa) and
Comparable Unrated Securities, may be considered predominantly
speculative, although, as debt securities, they generally have priority
over equity securities of the same issuer and are generally better
secured. Debt securities in the lowest rating categories may involve a
substantial risk of default or may be in default. Changes in economic
conditions or developments regarding the individual issuer are more likely
to cause price volatility and weaken the capacity of the issuer of such
securities to make principal and interest payments than is the case for
higher grade debt securities. An economic downturn affecting the issuer
may result in an increased incidence of default. The market for lower-
rated securities may be thinner and less active than for higher-rated
securities. Neuberger&Berman International Portfolio and Neuberger&Berman
Partners Portfolio will invest in such securities only when N&B Management
concludes that the anticipated return to the Portfolio on such an
investment warrants exposure to the additional level of risk. A further
description of Moody's and S&P's ratings is included in Appendix A to the
SAI.

Neuberger&Berman International Portfolio may invest in indexed
securities whose value is linked to currencies, interest rates,
commodities, indices, or other financial indicators. Most indexed
securities are short- to intermediate-term fixed income securities whose
values at maturity or interest rates rise or fall according to the change
in one or more specified underlying instruments. The value of indexed
securities may increase or decrease if the underlying instrument
appreciates, and they may have return characteristics similar to direct
investment in the underlying instrument or to one or more options on the
underlying instrument. Indexed securities may be more volatile than the
underlying instrument itself.

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USE OF JOINT PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION

Each Fund and its corresponding Portfolio acknowledges that it is
solely responsible for all information or lack of information about that
Fund and Portfolio in this Prospectus or in the SAI, and no other Fund or
Portfolio is responsible therefor. The trustees of the Trust and of the
Managers Trusts have considered this factor in approving each Fund's use
of a single combined Prospectus and combined SAI.

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<PAGE>

OTHER INFORMATION

DIRECTORY
Investment Manager, Administrator,
and Distributor
Neuberger&Berman Management Incorporated
605 Third Avenue, 2nd Floor
New York, NY 10158-0180
800-877-9700
Institutional Services 800-366-6264

Sub-Adviser
Neuberger&Berman, LLC
605 Third Avenue
New York, NY 10158-3698

Custodian and Shareholder
Servicing Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Address correspondence to:
Neuberger&Berman Funds
Boston Service Center
P.O. Box 8403
Boston, MA 02266-8403

Legal Counsel
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W., 2nd Floor
Washington, DC 20036-1800

FUNDS ELIGIBLE FOR EXCHANGE

Equity Funds
Neuberger&Berman Focus Fund
Neuberger&Berman Genesis Fund
Neuberger&Berman Guardian Fund
Neuberger&Berman International Fund
Neuberger&Berman Manhattan Fund
Neuberger&Berman Partners Fund
Neuberger&Berman Socially
Responsive Fund

Money Market Funds
Neuberger&Berman Government
Money Fund
Neuberger&Berman Cash Reserves

Bond Funds

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<PAGE>

Neuberger&Berman Ultra Short Bond Fund
Neuberger&Berman Limited Maturity
Bond Fund

Municipal Funds
Neuberger&Berman Municipal Money Fund
Neuberger&Berman Municipal
Securities Trust
Neuberger&Berman New York Insured
Intermediate Fund (available to residents of New York and Florida only)

Neuberger&Berman, Neuberger&Berman Management Inc., and the above-named
Funds are service marks of Neuberger&Berman Management Inc.

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<PAGE>

NEUBERGER & BERMAN EQUITY FUNDS AND PORTFOLIOS

STATEMENT OF ADDITIONAL INFORMATION

DATED DECEMBER 6, 1996

Neuberger & Berman Neuberger & Berman
Manhattan Fund Genesis Fund
(and Neuberger & Berman (and Neuberger & Berman
Manhattan Portfolio) Genesis Portfolio)

Neuberger & Berman Neuberger & Berman
Focus Fund Guardian Fund
(and Neuberger & Berman (and Neuberger & Berman
Focus Portfolio) Guardian Portfolio)

Neuberger & Berman Neuberger & Berman Socially Responsive Fund
Partners Fund (and Neuberger & Berman
(and Neuberger & Berman Socially Responsive Portfolio)
Partners Portfolio)

Neuberger & Berman
International Fund
(and Neuberger & Berman
International Portfolio)

No-Load Mutual Funds
605 Third Avenue, 2nd Floor, New York, NY 10158-0180
Toll-Free 800-877-9700

-------------------------------------------------------------------

Neuberger & Berman Manhattan Fund, Neuberger & Berman
Genesis Fund, Neuberger & Berman Focus Fund, Neuberger & Berman Guardian
Fund, Neuberger & Berman Partners Fund, Neuberger & Berman Socially
Responsive Fund, and Neuberger & Berman International Fund (each a "Fund")
are no-load mutual funds that offer shares pursuant to a Prospectus dated
December 6, 1996. The above-named Funds invest all of their net
investable assets in Neuberger & Berman Manhattan Portfolio, Neuberger &
Berman Genesis Portfolio, Neuberger & Berman Focus Portfolio, Neuberger &
Berman Guardian Portfolio, Neuberger & Berman Partners Portfolio,
Neuberger & Berman Socially Responsive Portfolio and Neuberger & Berman
International Portfolio (each a "Portfolio"), respectively.

<PAGE>

The Funds' Prospectus provides basic information that an
investor should know before investing. A copy of the Prospectus may be
obtained, without charge, from Neuberger & Berman Management Incorporated
("N&B Management"), 605 Third Avenue, 2nd Floor, New York, NY 10158-0180,
or by calling 800-877-9700.

This Statement of Additional Information ("SAI") is not a
prospectus and should be read in conjunction with the Prospectus.

No person has been authorized to give any information or
to make any representations not contained in the Prospectus or in this SAI
in connection with the offering made by the Prospectus, and, if given or
made, such information or representations must not be relied upon as
having been authorized by a Fund or its distributor. The Prospectus and
this SAI do not constitute an offering by a Fund or its distributor in any
jurisdiction in which such offering may not lawfully be made.

- 2 -
<PAGE>

TABLE OF CONTENTS

Page

INVESTMENT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 1
Investment Policies and Limitations . . . . . . . . . . . . 2
Mark R. Goldstein, Portfolio Manager of Neuberger &
Berman Manhattan Portfolio . . . . . . . . . . . . . 11
Judith M. Vale, Portfolio Manager of Neuberger & Berman
Genesis Portfolio . . . . . . . . . . . . . . . . . 12
Kent C. Simons, Lawrence Marx III and Kevin L. Risen,
Portfolio Co-Managers of Neuberger & Berman Focus
and Neuberger & Berman Guardian Portfolios . . . . . 14
Michael M. Kassen and Robert I. Gendelman, Portfolio Co-
Managers of Neuberger & Berman Partners Portfolio . 16
Janet W. Prindle, Portfolio Manager of Neuberger & Berman
Socially Responsive Portfolio . . . . . . . . . . . 16
Felix Rovelli, Portfolio Manager of Neuberger & Berman
International Portfolio . . . . . . . . . . . . . . 19
Additional Investment Information . . . . . . . . . . . . . 24
Neuberger & Berman Focus Portfolio - Description of
Economic Sectors. . . . . . . . . . . . . . . . . . 58
Neuberger & Berman Socially Responsive Portfolio -
Description of Social Policy . . . . . . . . . . . . 61

PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 64
Total Return Computations . . . . . . . . . . . . . . . . . 64
Comparative Information . . . . . . . . . . . . . . . . . . 66
Other Performance Information . . . . . . . . . . . . . . . 67

CERTAIN RISK CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . 69

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . 69

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES . . . . . . . . . . 77
Investment Manager and Administrator . . . . . . . . . . . . 77
Sub-Adviser . . . . . . . . . . . . . . . . . . . . . . . . 82
Investment Companies Managed . . . . . . . . . . . . . . . . 83
Management and Control of N&B Management . . . . . . . . . . 85

DISTRIBUTION ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . 86

ADDITIONAL PURCHASE INFORMATION . . . . . . . . . . . . . . . . . . . 87
Automatic Investing and Dollar Cost Averaging . . . . . . . 87

ADDITIONAL EXCHANGE INFORMATION . . . . . . . . . . . . . . . . . . . 88

ADDITIONAL REDEMPTION INFORMATION . . . . . . . . . . . . . . . . . . 90
Suspension of Redemptions . . . . . . . . . . . . . . . . . 90
Redemptions in Kind . . . . . . . . . . . . . . . . . . . . 90

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<PAGE>

Page

DIVIDENDS AND OTHER DISTRIBUTIONS . . . . . . . . . . . . . . . . . . 90

ADDITIONAL TAX INFORMATION . . . . . . . . . . . . . . . . . . . . . 91
Taxation of the Funds . . . . . . . . . . . . . . . . . . . 91
Taxation of the Portfolios . . . . . . . . . . . . . . . . . 92
Taxation of the Funds' Shareholders . . . . . . . . . . . . 96

PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . 97
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . 105

REPORTS TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . 105

ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

CUSTODIAN AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . 106

INDEPENDENT AUDITORS/ACCOUNTANTS . . . . . . . . . . . . . . . . . . 106

LEGAL COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES . . . . . . . . . 107

REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . 109

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 109

Appendix A -- RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER . . . . 110

Appendix B -- PERFORMANCE DATA . . . . . . . . . . . . . . . . . . . 113

Appendix C -- THE ART OF INVESTMENT:
A CONVERSATION WITH ROY NEUBERGER . . . . . . . . . . . . . 114

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<PAGE>

INVESTMENT INFORMATION

Each Fund is a separate series of Neuberger & Berman
Equity Funds ("Trust"), a Delaware business trust that is registered with
the Securities and Exchange Commission ("SEC") as an open-end management
investment company. Each Fund seeks its investment objective by investing
all of its net investable assets in a Portfolio of Equity Managers Trust
or, in the case of Neuberger & Berman International Fund, in a Portfolio
of Global Managers Trust that has an investment objective identical to,
and a name similar to, that of the Fund. Each Portfolio, in turn, invests
in securities in accordance with an investment objective, policies, and
limitations identical to those of its corresponding Fund. (Equity
Managers Trust and Global Managers Trust ("Managers Trusts") are open-end
management investment companies managed by N&B Management; the Managers
Trusts, together with the Trust, are referred to below as the "Trusts.")
Prior to January 1, 1995, the names of Neuberger & Berman Focus Fund and
Neuberger & Berman Focus Portfolio were Neuberger & Berman Selected
Sectors Fund and Neuberger & Berman Selected Sectors Portfolio,
respectively. Before August 2, 1993, the respective names of the Funds
(except Neuberger & Berman Socially Responsive Fund and Neuberger & Berman
International Fund) were Neuberger & Berman Manhattan Fund, Inc.,
Neuberger & Berman Genesis Fund, Inc., Neuberger & Berman Selected Sectors
Fund, Inc., Neuberger & Berman Guardian Fund, Inc., and Neuberger & Berman
Partners Fund, Inc. (collectively, "predecessors").

The following information supplements the discussion in
the Prospectus of the investment objective, policies, and limitations of
each Fund and Portfolio. The investment objective and, unless otherwise
specified, the investment policies and limitations of each Fund and
Portfolio are not fundamental. Although any investment policy or
limitation that is not fundamental may be changed by the trustees of the
Trust ("Fund Trustees") or of the corresponding Managers Trust ("Portfolio
Trustees") without shareholder approval, each Fund intends to notify its
shareholders before changing its investment objective or implementing any
material change in any non-fundamental policy or limitation. In addition,
pursuant to an undertaking made to a state securities commission, no
changes may be made in Neuberger & Berman International Fund's non-
fundamental policies numbered 3, 7, and 8 below, except upon 30 days'
notice to that Fund's shareholders. The fundamental investment policies
and limitations of a Fund or a Portfolio may not be changed without the
approval of the lesser of (1) 67% of the total units of beneficial
interest ("shares") of the Fund or Portfolio represented at a meeting at
which more than 50% of the outstanding Fund or Portfolio shares are
represented or (2) a majority of the outstanding shares of the Fund or
Portfolio. This vote is required by the Investment Company Act of 1940
("1940 Act") and is referred to in this SAI as a "1940 Act majority vote."
Whenever a Fund is called upon to vote on a change in a fundamental
investment policy or limitation of its corresponding Portfolio, the Fund
casts its votes thereon in proportion to the votes of its shareholders at
a meeting thereof called for that purpose.

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<PAGE>

Investment Policies and Limitations
-----------------------------------

Each Fund (except Neuberger & Berman Socially Responsive
Fund and Neuberger & Berman International Fund) has the following
fundamental investment policy, to enable it to invest in its corresponding
Portfolio:

Notwithstanding any other investment policy of the Fund,
the Fund may invest all of its investable assets (cash,
securities, and receivables relating to securities) in an
open-end management investment company having substan-
tially the same investment objective, policies, and
limitations as the Fund.

Neuberger & Berman Socially Responsive Fund has the
following fundamental investment policy, to enable it to invest in its
corresponding Portfolio:

Notwithstanding any other investment policy of the Fund,
the Fund may invest all of its net investable assets
(cash, securities, and receivables relating to
securities) in an open-end management investment company
having substantially the same investment objective,
policies, and limitations as the Fund.

Neuberger & Berman International Fund has the following
fundamental investment policy, to enable it to invest in its corresponding
Portfolio:

Notwithstanding any other investment policy of the Fund,
the Fund may invest all of its net investable assets in
an open-end management investment company having substan-
tially the same investment objective, policies, and
limitations as the Fund.

All other fundamental investment policies and limitations
and the non-fundamental investment policies and limitations of each Fund
and its corresponding Portfolio are identical. Therefore, although the
following discusses the investment policies and limitations of the
Portfolios, it applies equally to their corresponding Funds.

Except for the limitation on borrowing and the limitation
on ownership of portfolio securities by officers and trustees, any
investment policy or limitation that involves a maximum percentage of
securities or assets will not be considered to be violated unless the
percentage limitation is exceeded immediately after, and because of, a
transaction by a Portfolio.

The Portfolios (except Neuberger & Berman International
Portfolio) have the following fundamental investment policies and
limitations:

- 2 -
<PAGE>

1. Borrowing. No Portfolio may borrow money, except
that a Portfolio may (i) borrow money from banks for temporary or
emergency purposes and not for leveraging or investment and (ii) enter
into reverse repurchase agreements for any purpose; provided that (i) and
(ii) in combination do not exceed 33-1/3% of the value of its total assets
(including the amount borrowed) less liabilities (other than borrowings).
If at any time borrowings exceed 33-1/3% of the value of a Portfolio's
total assets, that Portfolio will reduce its borrowings within three days
(excluding Sundays and holidays) to the extent necessary to comply with
the 33-1/3% limitation.

2. Commodities. No Portfolio may purchase physical
commodities or contracts thereon, unless acquired as a result of the
ownership of securities or instruments, but this restriction shall not
prohibit a Portfolio from purchasing futures contracts or options
(including options on futures contracts, but excluding options or futures
contracts on physical commodities) or from investing in securities of any
kind.

3. Diversification. No Portfolio may, with respect
to 75% of the value of its total assets, purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. Government
or any of its agencies or instrumentalities) if, as a result, (i) more
than 5% of the value of the Portfolio's total assets would be invested in
the securities of that issuer or (ii) the Portfolio would hold more than
10% of the outstanding voting securities of that issuer.

4. Industry Concentration. No Portfolio may
purchase any security if, as a result, 25% or more of its total assets
(taken at current value) would be invested in the securities of issuers
having their principal business activities in the same industry. This
limitation does not apply to securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities.

5. Lending. No Portfolio may lend any security or
make any other loan if, as a result, more than 33-1/3% of its total assets
(taken at current value) would be lent to other parties, except, in
accordance with its investment objective, policies, and limitations, (i)
through the purchase of a portion of an issue of debt securities or (ii)
by engaging in repurchase agreements.

6. Real Estate. No Portfolio may purchase real
estate unless acquired as a result of the ownership of securities or
instruments, but this restriction shall not prohibit a Portfolio from
purchasing securities issued by entities or investment vehicles that own
or deal in real estate or interests therein or instruments secured by real
estate or interests therein.

7. Senior Securities. No Portfolio may issue senior
securities, except as permitted under the 1940 Act.

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<PAGE>

8. Underwriting. No Portfolio may underwrite
securities of other issuers, except to the extent that a Portfolio, in
disposing of portfolio securities, may be deemed to be an underwriter
within the meaning of the Securities Act of 1933 ("1933 Act").

The following non-fundamental investment policies and
limitations apply to all Portfolios (except Neuberger & Berman Socially
Responsive and Neuberger & Berman International Portfolios):

1. Borrowing. No Portfolio may purchase securities
if outstanding borrowings, including any reverse repurchase agreements,
exceed 5% of its total assets.

2. Lending. Except for the purchase of debt
securities and engaging in repurchase agreements, no Portfolio may make
any loans other than securities loans.

3. Investments in Other Investment Companies. No
Portfolio may purchase securities of other investment companies, except to
the extent permitted by the 1940 Act and in the open market at no more
than customary brokerage commission rates. This limitation does not apply
to securities received or acquired as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.

4. Margin Transactions. No Portfolio may purchase
securities on margin from brokers or other lenders, except that a
Portfolio may obtain such short-term credits as are necessary for the
clearance of securities transactions. Margin payments in connection with
transactions in futures contracts and options on futures contracts shall
not constitute the purchase of securities on margin and shall not be
deemed to violate the foregoing limitation.

5. Short Sales. No Portfolio may sell securities
short unless it owns, or has the right to obtain without payment of
additional consideration, securities equivalent in kind and amount to the
securities sold. Transactions in forward contracts, futures contracts and
options shall not constitute selling securities short.

6. Ownership of Portfolio Securities by Officers and
Trustees. No Portfolio may purchase or retain the securities of any
issuer if, to the knowledge of N&B Management, those officers and trustees
of Equity Managers Trust and officers and directors of N&B Management who
each owns individually more than 1/2 of 1% of the outstanding securities
of such issuer, together own more than 5% of such securities.

7. Unseasoned Issuers. No Portfolio may purchase
the securities of any issuer (other than securities issued or guaranteed
by domestic or foreign governments or political subdivisions thereof) if,
as a result, more than 5% of the Portfolio's total assets would be
invested in the securities of business enterprises that, including
predecessors, have a record of less than three years of continuous
operation. For purposes of this limitation, pass-through entities and

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<PAGE>

other special purpose vehicles or pools of financial assets are not
considered to be business enterprises.

8. Puts, Calls, Straddles, or Spreads. No Portfolio
may invest in puts, calls, straddles, spreads, or any combination thereof,
except that each Portfolio may (i) write (sell) covered call options
against portfolio securities having a market value not exceeding 10% of
its net assets and (ii) purchase call options in related closing transac-
tions. The Portfolios do not construe the foregoing limitation to pre-
clude them from purchasing or writing options on futures contracts or from
purchasing securities with rights to put the securities to the issuer or a
guarantor.

9. Illiquid Securities. No Portfolio may purchase
any security if, as a result, more than 10% (5% in the case of Neuberger &
Berman Genesis Portfolio) of its net assets would be invested in illiquid
securities. Illiquid securities include securities that cannot be sold
within seven days in the ordinary course of business for approximately the
amount at which the Portfolio has valued the securities, such as
repurchase agreements maturing in more than seven days.

10. Foreign Securities. No Portfolio may invest more
than 10% of the value of its total assets in securities of foreign
issuers, provided that this limitation shall not apply to foreign
securities denominated in U.S. dollars, including American Depositary
Receipts ("ADRs").

11. Oil and Gas Programs. No Portfolio may invest in
participations or other direct interests in oil, gas, or other mineral
leases or exploration or development programs, but each Portfolio may
purchase securities of companies that own interests in any of the
foregoing.

12. Real Estate. No Portfolio may purchase or sell real
property (including partnership or similar interests in real estate
limited partnerships, but excluding readily marketable interests in real
estate investment trusts and readily marketable securities of companies
that invest in real estate); provided that no Portfolio may purchase any
security if, as a result, more than 10% of its total assets would be
invested in securities of real estate investment trusts.

In addition to the foregoing non-fundamental investment
policies and limitations, which apply to each Portfolio (except Neuberger
& Berman Socially Responsive and Neuberger & Berman International
Portfolios), the following non-fundamental investment policies and
limitations apply to the indicated Portfolios:

13. Investments in Any One Issuer (Neuberger & Berman
Genesis, Neuberger & Berman Focus, and Neuberger & Berman Guardian
Portfolios). None of these Portfolios may purchase the securities of any
one issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities) if, as a result,

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<PAGE>

more than 5% of the Portfolio's total assets would be invested in the
securities of that issuer.

14. Warrants (Neuberger & Berman Genesis, Neuberger &
Berman Focus, and Neuberger & Berman Guardian Portfolios). None of these
Portfolios may invest more than 5% of its net assets in warrants,
including warrants that are listed on the New York Stock Exchange ("NYSE")
or American Stock Exchange ("AmEx"), or more than 2% of its net assets in
warrants that are not so listed. For purposes of this limitation,
warrants are valued at the lower of cost or market value, and warrants
acquired by a Portfolio in units or attached to securities may be deemed
to be without value.

15. Pledging (Neuberger & Berman Genesis and
Neuberger & Berman Guardian Portfolios). Neither of these Portfolios may
pledge or hypothecate any of its assets, except that (i) for Neuberger &
Berman Genesis Portfolio, this limitation does not apply to the deposit of
portfolio securities as collateral in connection with short sales against-
the-box, and the Portfolio may pledge or hypothecate up to 15% of its
total assets to collateralize a borrowing permitted under fundamental
policy 1 above or a letter of credit issued for a purpose set forth in
that policy and (ii) each Portfolio may pledge or hypothecate up to 5% of
its total assets in connection with its entry into any agreement or
arrangement pursuant to which a bank furnishes a letter of credit to
collateralize a capital commitment made by the Portfolio to a mutual
insurance company of which the Portfolio is a member.

16. Sector Concentration (Neuberger & Berman Focus
Portfolio). This Portfolio may not invest more than 50% of its total
assets in any one economic sector.

Each Portfolio (except Neuberger & Berman Socially
Responsive and Neuberger & Berman International Portfolios), as an
operating policy, does not intend to invest in futures contracts and
options thereon during the coming year.

The following non-fundamental investment policies and
limitations apply to Neuberger & Berman Socially Responsive Portfolio:

1. Borrowing. The Portfolio may not purchase
securities if outstanding borrowings, including any reverse repurchase
agreements, exceed 5% of its total assets.

2. Lending. Except for the purchase of debt
securities and engaging in repurchase agreements, the Portfolio may not
make any loans other than securities loans.

- 6 -
<PAGE>

not apply to securities received or acquired as dividends, through offers
of exchange, or as a result of a reorganization, consolidation, or merger.

4. Margin Transactions. The Portfolio may not
purchase securities on margin from brokers or other lenders, except that
the Portfolio may obtain such short-term credits as are necessary for the
clearance of securities transactions. Margin payments in connection with
transactions in futures contracts and options on futures contracts shall
not constitute the purchase of securities on margin and shall not be
deemed to violate the foregoing limitation.

5. Short Sales. The Portfolio may not sell
securities short unless it owns, or has the right to obtain without
payment of additional consideration, securities equivalent in kind and
amount to the securities sold. Transactions in forward contracts, futures
contracts, and options shall not constitute selling securities short.

6. Ownership of Portfolio Securities by Officers and
Trustees. The Portfolio may not purchase or retain the securities of any
issuer if, to the knowledge of N&B Management, those officers and trustees
of Equity Managers Trust and officers and directors of N&B Management who
each owns individually more than 1/2 of 1% of the outstanding securities
of such issuer, together own more than 5% of such securities.

7. Unseasoned Issuers. The Portfolio may not
purchase the securities of any issuer (other than securities issued or
guaranteed by domestic or foreign governments or political subdivisions
thereof) if, as a result, more than 5% of the Portfolio's total assets
would be invested in the securities of business enterprises that,
including predecessors, have a record of less than three years of
continuous operation. For purposes of this limitation, pass-through
entities and other special purpose vehicles or pools of financial assets
are not considered to be business enterprises.

8. Illiquid Securities. The Portfolio may not
purchase any security if, as a result, more than 10% of its net assets
would be invested in illiquid securities. Illiquid securities include
securities that cannot be sold within seven days in the ordinary course of
business for approximately the amount at which the Portfolio has valued
the securities, such as repurchase agreements maturing in more than seven
days.

9. Foreign Securities. The Portfolio may not invest
more than 10% of the value of its total assets in securities of foreign
issuers, provided that this limitation shall not apply to foreign
securities denominated in U.S. dollars, including ADRs.

10. Oil and Gas Programs. The Portfolio may not
invest in participations or other direct interests in oil, gas, or other
mineral leases or exploration or development programs, but the Portfolio
may purchase securities of companies that own interests in any of the
foregoing.

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<PAGE>

11. Real Estate. The Portfolio may not invest in
partnership or similar interests in real estate limited partnerships.

12. Warrants. The Portfolio does not intend to invest
in warrants (but may hold warrants obtained in units or attached to
securities).

Neuberger & Berman International Portfolio's fundamental
investment policies and limitations are as follows:

1. Borrowing. The Portfolio may not borrow money,
except that the Portfolio may (i) borrow money from banks for temporary or
emergency purposes and for leveraging or investment and (ii) enter into
reverse repurchase agreements for any purpose; provided that (i) and (ii)
in combination do not exceed 33-1/3% of the value of its total assets
(including the amount borrowed) less liabilities (other than borrowings).
If at any time borrowings exceed 33-1/3% of the value of the Portfolio's
total assets, the Portfolio will reduce its borrowings within three days
(excluding Sundays and holidays) to the extent necessary to comply with
the 33-1/3% limitation.

2. Commodities. The Portfolio may not purchase
physical commodities or contracts thereon, unless acquired as a result of
the ownership of securities or instruments, but this restriction shall not
prohibit the Portfolio from purchasing futures contracts, options
(including options on futures contracts, but excluding options or futures
contracts on physical commodities), foreign currencies or forward
contracts, or from investing in securities of any kind.

3. Diversification. The Portfolio may not, with
respect to 75% of the value of its total assets, purchase the securities
of any issuer if, as a result, (i) more than 5% of the value of the
Portfolio's total assets would be invested in the securities of that
issuer or (ii) the Portfolio would hold more than 10% of the outstanding
voting securities of that issuer. This limitation does not apply to
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

4. Industry Concentration. The Portfolio may not
purchase any security if, as a result, 25% or more of its total assets
(taken at current value) would be invested in the securities of issuers
having their principal business activities in the same industry. This
limitation does not apply to securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

5. Lending. The Portfolio may not lend any security
or make any other loan if, as a result, more than 33-1/3% of its total
assets (taken at current value) would be lent to other parties, except, in
accordance with its investment objective, policies, and limitations, (i)

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<PAGE>

through the purchase of a portion of an issue of debt securities or (ii)
by engaging in repurchase agreements.

6. Real Estate. The Portfolio may not invest any
part of its total assets in real estate or interests in real estate unless
acquired as a result of the ownership of securities or instruments, but
this restriction shall not prohibit the Portfolio from purchasing readily
marketable securities issued by entities or investment vehicles that own
or deal in real estate or interests therein or instruments secured by real
estate or interests therein.

7. Senior Securities. The Portfolio may not issue
senior securities, except as permitted under the 1940 Act.

8. Underwriting. The Portfolio may not underwrite
securities of other issuers, except to the extent that the Portfolio, in
disposing of portfolio securities, may be deemed to be an underwriter
within the meaning of the 1933 Act.

The following non-fundamental investment policies and
limitations apply to Neuberger & Berman International Portfolio:

1. Investments in Any One Issuer. At the close of
each quarter of the Portfolio's tax year, (i) no more than 25% of its
total assets may be invested in the securities of a single issuer, and
(ii) with regard to 50% of its total assets, no more than 5% of total
assets may be invested in the securities of a single issuer. These
limitations do not apply to U.S. Government securities, as defined for tax
purposes.

2. Lending. Except for the purchase of debt
securities and engaging in repurchase agreements, the Portfolio may not
make any loans other than securities loans.

3. Investments in Other Investment Companies. The
Portfolio may not purchase securities of other investment companies,
except to the extent permitted by the 1940 Act and in the open market at
no more than customary brokerage commission rates. This limitation does
not apply to securities received or acquired as dividends, through offers
of exchange, or as a result of a reorganization, consolidation, or merger.

5. Short Sales. The Portfolio may not engage in a
short sale (except a short sale against-the-box) if, as a result, the
dollar amount of all short sales would exceed 25% of its net assets or if,

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<PAGE>

as a result, the value of securities of any one issuer in which the
Portfolio would be short would exceed 2% of the value of the Portfolio's
net assets or 2% of the securities of any class of any issuer.
Transactions in forward contracts, futures contracts and options are not
considered short sales.

6. Ownership of Portfolio Securities by Officers and
Trustees. The Portfolio may not purchase or retain the securities of any
issuer if, to the knowledge of N&B Management, those officers and trustees
of Global Managers Trust and officers and directors of N&B Management who
each owns individually more than 1/2 of 1% of the outstanding securities
of such issuer, together own more than 5% of such securities.

9. Restricted Securities. The Portfolio may not
purchase a security restricted as to resale if, as a result, more than 10%
of the Portfolio's total assets would be invested in restricted
securities. Foreign securities that are freely tradeable in their
principal market are not considered restricted, even if they are not
registered for sale in the United States.

10. Warrants. The Portfolio may not invest more than 5%
of its net assets in warrants, including warrants that are listed on the
NYSE or the AmEx, or more than 2% of its net assets in warrants that are
not so listed. For purposes of this limitation, warrants are valued at
the lower of cost or market value, and warrants acquired by the Portfolio
in units or attached to securities are deemed to be without value, even if
the warrants are later separated from the unit.

11. Oil and Gas Programs. The Portfolio may not
invest in participations or other direct interests in oil, gas, or other
mineral leases or exploration or development programs, but the Portfolio
may purchase securities of companies that own interests in any of the
foregoing.

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<PAGE>

12. Real Estate. The Portfolio may not invest in partnership
or similar interests in real estate limited partnerships.

Mark R. Goldstein, Portfolio Manager of Neuberger & Berman
Manhattan Portfolio
----------------------------------------------------------

Neuberger & Berman Manhattan Portfolio's objective is
capital appreciation, without regard to income. "The Portfolio differs
from the other Portfolios in its willingness to invest in stocks with
price/earnings ratios or price-to-cash-flow ratios that are reasonable
relative to a company's growth prospects and that of the general market,"
says Mark Goldstein, its portfolio manager. Mr. Goldstein has
consistently followed this approach as a portfolio manager at N&B
Management. He looks for stocks of financially sound companies with a
special market capability, a competitive advantage or a product that makes
them particularly attractive over the long term, but likes to purchase
them at a reasonable price relative to their growth rate. Mr. Goldstein
calls this approach "GARP" -- growth at a reasonable price. "An investor
shouldn't try to beat the market by trading funds like stocks. The
hardest thing to do -- but the best thing to do -- is to put in some money
when the market is down and keep it there. That's how one really builds
wealth over the long term. A mutual fund can be a great long-term
investment."

"We view value on both a relative and an absolute basis,
so we may buy stocks with somewhat above-market historical growth rates,"
Mr. Goldstein explains. "We tend to stay more fully invested when we
think the market is attractive for quality growth companies. But we will
get out of stocks and into cash when we think there are no reasonable
values available."

Judith M. Vale, Portfolio Manager of Neuberger & Berman Genesis Portfolio
-------------------------------------------------------------------------

The predecessor of Neuberger & Berman Genesis Fund was
established in 1988. A fund dedicated to small capitalization stocks
(companies with total market value of outstanding capital stock of up to
$1.5 billion at the time the Portfolio invests), Neuberger & Berman
Genesis Portfolio is devoted to the same value principles as the other
equity funds managed by N&B Management. "I buy small-cap stocks with
solid earnings today, not just promises for tomorrow," says its portfolio
manager Judith Vale.

"Many people think that small capitalization stock funds
are predominantly invested in high-risk companies. That is not
necessarily the case. Neuberger & Berman Genesis Portfolio looks for the
same fundamentals in small capitalization stocks as our other funds look
for in stocks of larger companies. We stick to the areas we understand.

- 11 -
<PAGE>

I'm looking for the most persistent earnings growth at the lowest
multiple." Ms. Vale looks for well-established companies with
entrepreneurial management and sound finances. She also looks for
catalysts to exposing value, such as management changes and new product
lines. Often, these are firms that have suffered temporary setbacks or
undergone a restructuring.

"Our motto is 'boring is beautiful,'" explains Ms. Vale.
"Instead of investing in trendy, high-priced stocks that tend to hurt
shareholders on the downside, we look for little-known, solid, growing
companies whose stocks we believe are wonderful bargains."

An Interview with Judith Vale

Q: If I already own a large-cap stock fund, why
should I consider investing in a small-cap fund as well?

A: Look at how fast a sapling grows compared to,
say, a mature tree. Much of the same can be true about companies. It's
possible for a smaller company to grow 50% faster than an IBM or a Coca-
Cola.

So, many small-cap stocks offer superior growth
potential. Consider the cereal you eat, the detergent you use, the coffee
you drink -- and imagine if you had invested in these products before they
became household names. If you had invested only in the blue-chip
companies of the day, you would have missed out on these opportunities.

Of course, I'm not advocating investing in a portfolio
consisting only of small-cap stock funds. It pays to diversify. Let's
look back 25 years. While past performance cannot indicate future
performance, small-cap stocks have outperformed larger-cap stocks 16 out
of the 25 years. Which means larger-cap stocks have done better the rest
of the time.1/

1/ Results are on a total return basis and include reinvestment of
all dividends and capital gain distributions. Small-cap stocks are
represented by the fifth capitalization quintile of stocks on the NYSE
from 1971 to 1981 and performance of the Dimensional Fund Advisors (DFA)
Small Company Fund from 1982 to present. Larger-cap stocks are
represented by the S&P 500 Index, an unmanaged group of stocks. Please
note that indices do not take into account any fees and expenses of
investing in the individual securities that they track, and that
individuals cannot invest directly in any index. Data about these indices
(continued...)

- 12 -
<PAGE>

Q: Neuberger & Berman Genesis Fund is classified as
a "small-cap value fund." To many people, "small-cap value" is an
oxymoron. Can you clarify the Portfolio's investment approach?

A: I understand the confusion. After all, a lot of
people equate "small-cap" with "growth." They also equate "value" with
"cheap." At Neuberger & Berman Genesis Portfolio, I'm 100% behind finding
growing small-cap companies -- what I believe are highly profitable
companies with solid records and promising futures. So where do I part
company with managers who follow a "small-cap growth" style? It comes
down to how much growth and at what price. Small-cap growth investors
seem willing to pay a premium for vastly superior growth. This results in
two problems: a) growth tends to be discounted by the premium valuations,
and b) the growth expectations are so high as to be unsustainable. In my
opinion, superior yet more stable returns can be purchased at significant
discounts. They may be found in mundane, perhaps even boring, industries.
Remember, the same glamorous appeal that attracts so many growth investors
also attracts competitors.

In that respect, I'm a "value" manager. Yet I'd like to
make this point clear: Low price-to-earnings multiples, in and of
themselves, cannot justify a "buy" decision. When I search for growing,
high-quality small-cap companies selling at what I feel are bargain
prices, I ask myself: Is the company cheap for a good reason? Or, does
it have the financial muscle and the management talent to make it into the
big leagues?

Q: Let's turn to specifics. What criteria do you
use to decide which small-cap companies make the cut -- and which ones
don't?

A: Over the course of my involvement with small-cap
companies for 16 years, I've seen hundreds that flourished and just as
many that failed to deliver on their early promises. What made the
difference? While every case is unique, here are a few important traits
of the winners.

1/(...continued)
are prepared or obtained by N&B Management. The Portfolio may invest in
many securities not included in the above-described indices. Source:
Stocks, Bonds, Bill and Inflation 1996 YearbookTM, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex A.
Sinquefield). Used with permission. All rights reserved.

- 13 -
<PAGE>

First of all, a successful small-cap company normally
produces high returns. In practice, this means the business has a number
of barriers to entry. Perhaps the company has a technology that's hard to
duplicate. Or maybe it can make a product at a substantially lower cost
than anyone else. Unlike most businesses, it has an advantage that allows
it to continue earning above-market returns.

In addition to having a competitive edge, a successful
small-cap company should generate healthy cash flow. With excess cash, a
company has the ability to finance its own growth without diluting the
ownership stake of existing stockholders by issuing more shares.

No small-cap company can grow without having the right
people on board. That's why I spend so much time meeting the CEOs and
CFOs of small-cap companies. While I question the managers about future
plans and strategies, I spend as much time evaluating them as people. Do
they seem honest and capable? Or do they puff up their case? Making
portfolio decisions is a lot about making character judgments -- who has
the stuff to manage a growing company, and who doesn't.

THE RISKS INVOLVED IN SEEKING CAPITAL APPRECIATION FROM
INVESTMENTS PRIMARILY IN COMPANIES WITH SMALL MARKET CAPITALIZATION ARE
SET FORTH IN THE PROSPECTUS.

- 14 -
<PAGE>

Kent C. Simons, Lawrence Marx III and Kevin L. Risen, Portfolio
Co-Managers of Neuberger & Berman Focus and Neuberger & Berman
Guardian Portfolios
---------------------------------------------------------------

Neuberger & Berman Focus Portfolio's investment objective
is long-term capital appreciation. Like the other Portfolios that use a
value-oriented investment approach, it seeks to buy undervalued securities
that offer opportunities for growth, but then it focuses its assets in
those sectors where undervalued stocks are clustered. "We begin by
looking for stocks that are selling for less than we think they're worth,
a 'bottom-up approach'" says Mr. Simons. "More often than not, such
stocks are in a few economic sectors that are out of favor and are
undervalued as a group. We think 90% of cheap stocks deserve to be cheap.
Our job is to find the 10% that don't."

"We don't pick sectors for Neuberger & Berman Focus
Portfolio based on our perception of how the economy is going to do. Nor
do we engage in making economic or currency predictions. We look for
stocks with either low relative or low absolute valuations," explains Mr.
Marx. "Often, these stocks will be found in a particular sector, but we
didn't start out being bullish on that sector. It's just where we
happened to find the values. We find that if one company comes under a
cloud, it tends to happen to its whole industry. If an investment manager
rotates the sectors in a portfolio by buying sectors when they are
undervalued and selling them when they become fully valued, the manager
would be able to achieve above-average performance."

Neuberger & Berman Guardian Portfolio subscribes to the
same stock-picking philosophy followed since Neuberger & Berman Guardian
Fund's predecessor was founded by Roy R. Neuberger in 1950.

It's no great trick for a mutual fund to make money when
the market is rising. The tide that lifts stock values will carry most
funds along. The true test of management is its ability to make money
even when the market is flat or declining. By that measure, Neuberger &
Berman Guardian Fund and its predecessor have served shareholders well and
have paid a dividend every quarter and a capital gain distribution EVERY
YEAR since 1950. Of course, there can be no assurance that this trend
will continue.

Mr. Simons, Mr. Marx and Mr. Risen place a high premium
on being knowledgeable about the companies whose stocks they buy. That
knowledge is important, because sometimes it takes courage to buy stocks
that the rest of the market has forsaken. Says Mr. Marx, "We're usually
early in and early out. We'd rather buy an undervalued stock because we
expect it to become fairly valued than buy one fairly valued and hope it
becomes overvalued. We like a stock 'under a rock' or with a cloud over

- 15 -
<PAGE>

it; you are not going to get great companies at great valuations when the
market perception is great."

"People who switch around a lot are not going to benefit
from our approach. They're following the market -- we're looking at
fundamentals."

Michael M. Kassen and Robert I. Gendelman, Portfolio
Co-Managers of Neuberger & Berman Partners Portfolio
----------------------------------------------------

"Neuberger & Berman Partners Portfolio's objective is
capital growth," say its portfolio co-managers Michael Kassen and Robert
Gendelman. "We want to make money in good markets and not give up those
gains during rough times."

"Our investors seek consistent performance and have a
moderate risk tolerance. They do know, however, that stock investments
can provide the long-term upside potential essential to meeting their
long-term investment goals, particularly a comfortable retirement and
planning for a college education."

"We look for stocks that are undervalued in the market-
place either in relation to strong current fundamentals, such as a low
price-to-earnings ratio, consistent cash flow, and support from asset
values, or in relation to our projection of the growth of their future
earnings. If the market goes down, those stocks we elect to hold,
historically, go down less."

The co-portfolio managers monitor stocks of medium- to
large-sized companies that often are not closely scrutinized by other
investors. The managers research these companies in order to determine if
they are likely to produce a new product, become an acquisition target, or
undergo a financial restructuring.

What else catches Mr. Kassen's and Mr. Gendelman's eyes?
"We like managements that own their own stock. These companies usually
seek to build shareholder wealth by buying back shares or making
acquisitions that have a swift and positive impact on the bottom line."

To increase the upside potential, the managers zero in on
companies that dominate their industries or their specialized niches.
Their reasoning? "Market leaders tend to earn higher levels of profits."

Neuberger & Berman Partners Portfolio invests in a wide
array of stocks, and no single stock makes up more than a small fraction
of the Portfolio's total assets. Of course, the Portfolio's holdings are
subject to change.

- 16 -
<PAGE>

Janet W. Prindle, Portfolio Manager of Neuberger & Berman
Socially Responsive Portfolio
---------------------------------------------------------

How does Janet Prindle manage Neuberger & Berman Socially
Responsive Portfolio? "We select securities through a two-phase detection
process. The first is financial. We analyze a universe of companies
according to N&B Management's value-oriented philosophy and look for
stocks which are undervalued for any number of reasons. We focus on
financial fundamentals including balance sheet ratios and cash flow
analysis, and we meet with company management in an effort to understand
how those unrecognized values might be realized in the market."

"The second part of the process is social screening. Our
social research is based on the same kind of philosophy that governs our
financial approach: we believe that first-hand knowledge and experience
are our most important tools. Utilizing a database, we do careful, in-
depth tracking, and we analyze a large number of companies on some eighty
issues in six broad social categories. We use a wide variety of sources
to determine company practices and policies in these areas, and we analyze
performance in light of our knowledge of the issues and of the best
practices in each industry."

"We understand that, for many issues and in many
industries, absolute standards are elusive and often counterproductive.
Thus, in addition to quantitative measurements, we place value on such
indicators as management commitment, progress, direction, and industry
leadership."

An Interview with Janet Prindle

Q: First things first. How do you begin your stock
selection process?

A: Our first question is always: On financial
grounds alone, is a company a smart investment? For a company's stock to
meet our financial test, it must pass a number of hurdles.

We look for bargains, just like the portfolio managers of
the other Portfolios. More specifically, we search for companies that we
believe have terrific products, excellent customer service, and solid
balance sheets -- but because they may have missed quarterly earnings
expectations by a few pennies, because their sectors are currently out of
favor, because Wall Street overreacted to a temporary setback, or because
the company's merits aren't widely known, their stocks are selling at a
discount.

- 17 -
<PAGE>

While we look at the stock's fundamentals carefully,
that's not all we examine. We meet an awful lot of CEOs and CFOs. Top
officers of over 400 companies visit Neuberger & Berman each year, and I'm
also frequently on the road visiting dozens of corporations. From
Neuberger & Berman Socially Responsive Fund's inception, we've met with
representatives of every company we own.

When I'm face to face with a CEO, I'm searching for
answers to two crucial questions: "Does the company have a vision of
where it wants to go?" and "Can the management team make it happen?" I've
analyzed companies for over three decades, and I always look for companies
that have both clear strategies and management talent.

Q: When you evaluate a company's balance sheet, what
matters the most to you?

A: Definitely a company's "free cash flow." Compare
it to your household's discretionary income -- the money you have left
over each month after you pay off your monthly debt and other expenses.
With ample free cash flow, a company can do any number of things. It can
buy back its stock. Make important acquisitions. Expand its research and
development spending. Or increase its dividend payments.

When a company generates lots of excess cash flow, it has
growth capital at its disposal. It can invest for higher profits down the
line and improve shareholder value. Determining exactly how a company
intends to spend its excess cash is an entirely different matter -- and
that's where the information learned in our company meetings comes in.
Still, you've got to have the extra cash in the first place. Which is why
we pay so much attention to it.

Q: So you take a hard look at a company's balance
sheet and its management. After a company passes your financial test,
what do you do next?

A: After we're convinced of a company's merits on
financial grounds alone, we review its record as a corporate citizen. In
particular, we look for evidence of leadership in three key areas:
concern for the environment, workplace diversity, and enlightened
employment practices.

It should be clear that our social screening always takes
place after we search far and wide for what we believe are the best
investment opportunities available. This is a crucial point, and I'll use
an analogy to explain it. Let's assume you're looking to fill a vital
position in your company. What you'd pay attention to first is the

- 18 -
<PAGE>

candidate's competence: Can he or she do the job? So after interviewing
a number of candidates, you'd narrow your list to those that are highly
qualified. To choose from this smaller group, you might look at the
candidate's personality: Can he or she get along with everyone in your
group?

Obviously, you wouldn't hire an unqualified person simply
because he or she is likable. What you'd probably do is give the job to a
highly qualified person who is also compatible with your group.

Now, let's turn to the companies that do make our
financial cuts. How do we decide whether they meet our social criteria?
Once again, our regular meetings with CEOs are key. We look for top
management's support of programs that put more women and minorities in the
pipeline to be future officers and board members; that minimize emissions,
reduce waste, conserve energy, and protect natural resources; and that
enable employees to balance work and family life with benefits such as
flextime and generous maternal and paternal leave.

We realize that companies are not all good or all bad.
Instead of looking for ethical perfection, we analyze how a company
responds to troublesome problems. If a company is cited for breaking a
pollution law, we evaluate its reaction. We also ask: Is it the first
time? Do its top executives have a plan for making sure it doesn't happen
again -- and how committed are they?

If we're satisfied with the answers, a company makes it
into our portfolio. When all is said and done, we invest in companies
that have diverse work forces, strong CEOs, tough environmental standards,
and terrific balance sheets. In our judgment, financially strong
companies that are also good corporate citizens are more likely to enjoy a
competitive advantage. These days, more and more people won't buy a
product unless they know it's environmentally friendly. In a similar
vein, companies that treat their workers well may be more productive and
profitable.

Q: Why have investors been attracted to Neuberger &
Berman Socially Responsive Fund?

A: Our shareholders are looking to invest for the
future in more ways than one. While they care deeply about their own
financial futures, they're equally passionate about the world they leave
to later generations. They want to be able to meet their college bills
and leave a world where the air is a little cleaner and where the doors to
the executive suite are a little more open.

- 19 -
<PAGE>

Felix Rovelli, Portfolio Manager of Neuberger & Berman
International Portfolio
------------------------------------------------------

International Investing

Equity portfolios consisting solely of domestic
investments generally have not enjoyed the higher returns foreign
opportunities can offer. Over the past thirty years, for example, the
average growth rates of many foreign economies have outpaced that of the
United States. While the United States accounted for almost 66% of the
world's total securities market capitalization in 1970, it accounted for
less than 37% of that total at the end of 1994 -- or less than half of the
dollar value of the world's available stocks and bonds.2/

Over time, a number of international equity markets have
outperformed their U.S. counterpart. Although there are no guarantees,
foreign markets could continue to provide attractive investment
opportunities.

In addition, according to Morgan Stanley Capital
International, the leading companies in any given sector are not always
U.S.-based. For example, 10 of the 10 largest construction companies, 9
of the 10 largest banks and 7 of the 10 largest automobile companies are
based outside of the United States.

A principal advantage of investing overseas is diversi-
fication. A diversified portfolio gives investors the opportunity to
pursue increased overall return while reducing risk. It is prudent to
diversify by taking advantage of investment opportunities in more than one
country's stock or bond market. By investing in several countries through
a worldwide portfolio, investors can lower their exposure and
vulnerability to weakness in any one market. Investors should be aware,
however, that international investing is not a guarantee against market
risk and may be affected by the economic and other factors described in
the Prospectus. These include the prospects of individual companies and
other risks such as currency fluctuations or controls, expropriation,
nationalization and confiscatory taxation.

Furthermore, for the individual investor, buying foreign
stocks and bonds can be difficult and involves many decisions. Accessing
international markets is complicated; few individuals have the time or
resources to evaluate thoroughly foreign companies and markets, or the
ability to incur the high transaction costs of direct investment in such
markets. A mutual fund investing in foreign securities offers an investor
broad diversification at a relatively low cost.

2/ Source: Morgan Stanley Capital International.

- 20 -
<PAGE>

The Portfolio invests primarily in equity securities of
companies located in developed foreign economies, as well as in "emerging
markets." In all cases, N&B Management's investment process includes a
combination of "top-down country allocation" and "bottom-up security
selection."

Top-down approach to regional and country diversification

N&B Management uses extensive economic research to
identify countries that offer attractive investment opportunities, by
analyzing factors such as growth rates of gross domestic product, interest
rate trends, and currency exchange rates. Market valuations, combined
with correlation and volatility comparisons, provide N&B Management with a
target allocation across twenty or more countries.

Bottom-up approach to security selection

N&B Management's value-driven style seeks out
attractively priced issues, by concentrating on criteria such as a low
price-to-earnings ratio relative to earnings growth rate, balance sheet
strength, low price to cash flow, and management quality. Typically, the
Portfolio's investment portfolio is comprised of over 100 different
securities issues, primarily of medium- to large-capitalization companies
(determined in relation to the principal market in which a company's
securities are traded).

Currency risk management

Exchange rate movements and volatility are important
factors in international investing. The portfolio manager believes in
actively managing the Portfolio's currency exposure, in an effort to
capitalize on foreign currency trends and to reduce overall portfolio
volatility. Currency risk management is performed separately from equity
analysis. The portfolio manager uses a combination of economic analysis
to guide the Portfolio's longer-term posture and quantitative trend
analysis to assist in timing decisions with respect to whether (or when)
to invest in instruments denominated in a particular foreign currency, or
whether (or when) to hedge particular foreign currencies in which liquid
foreign exchange markets exist.

An Interview with Felix Rovelli

Q: Why should investors allocate a portion of their
assets to international markets?

A: First, an investor who does not invest
internationally misses out on about two-thirds of the world's potential
investment opportunities. The U.S. stock market today represents less
than one-half of the world's stock market capitalization, and the U.S.
portion continues to shrink as other countries around the world introduce

- 21 -
<PAGE>

or expand the size of their equity markets. Privatizations of government-
owned corporations, initial public offerings, and the occasional creation
of official stock exchanges in emerging economies continuously present new
opportunities for capital in an expanding global market.

Second, many foreign economies are in earlier stages of
development than ours and are growing fast. Economic growth can often
mean potential for investment growth.

Finally, international investing helps an investor
increase diversification, which can reduce risk. Domestic and foreign
markets generally do not all move in the same direction, so gains in one
market may offset losses in another.

Q: Does international investing involve special
risks?

A: Currency risk is one important risk presented by
international investing. Fluctuations in exchange rates can either add to
or reduce an investor's returns. Anyone who invests in foreign markets
should keep that fact in mind.

Other risks include, but are not limited to, greater
market volatility, less government supervision and availability of public
information, and the possibility of adverse economic or political
developments. Additional special risks of foreign investing are discussed
in the Prospectus.

Q: What are some of the advantages of investing in
an international fund?

A: An international mutual fund can be a convenient
way to invest internationally and diversify assets among several markets
to reduce risk.

Additionally, the considerable burden of obtaining
timely, accurate, and comprehensive information about foreign economies
and securities is left to seasoned professional managers.

Q: What is your investment approach?

A: We seek to capitalize on investments in countries
where we believe that positive economic and political factors are likely
to produce above-average returns. Studies have shown that the allocation
of assets among countries is typically the most important factor
contributing to portfolio performance. We believe that, in the long term,

- 22 -
<PAGE>

a nation's economic growth and the performance of its equity market are
highly correlated. Therefore, we continuously evaluate the global
economic outlook as well as individual country data to guide country
allocation. Our process also leads to diversification across many
countries, typically twenty or more, in an effort to limit total portfolio
risk.

We strive to invest in companies within the selected
countries that are in the best position to capitalize on such positive
developments or companies that are most attractively valued. We usually
include in the Portfolio's investments the securities of large-
capitalization companies, determined in relation to the appropriate
national market, as well as securities of faster-growing, medium-sized
companies that offer potentially higher returns but are often associated
with higher risk.

The criteria for security selection focus on companies
with leadership in specific markets or niches within specific industries,
which appear to exhibit positive fundamentals and seem undervalued
relative to their earnings potential or the worth of their assets.
Typically, in emerging markets, we invest in relatively large, established
companies that we believe possess the managerial, financial, and marketing
strength to exploit successfully the growth of a dynamic economy. In more
developed markets, such as Europe and Japan, the Portfolio may invest to a
higher degree in medium-sized companies. Medium-sized companies can often
provide above-average growth and are less followed by market analysts,
which sometimes leads to inefficient valuation.

Finally, we strive to limit total portfolio volatility
and protect the value of portfolio securities by selectively hedging the
Portfolio's foreign currency exposure in times when we expect the U.S.
dollar to strengthen.

Q: How do you perceive the current outlook?

A: There is still an abundance of exciting
investment opportunities around the world. Many equity markets still have
not reached the maturity stage of the U.S. market and have much more room
to grow. There are new markets opening up to foreign investment and many
changes are occurring in markets where equity investments have
traditionally commanded less attention than fixed income securities.

In addition, it appears to us that both Europe and Japan
recently passed the bottom of their economic cycles. In many economies,
the current recession has been the most severe of all recessions in the
last five decades. With global inflation still in check, many economies
should continue to have lower interest rates, which, coupled with a
forecast of recovery in profits, could positively impact stock market
returns.

- 23 -
<PAGE>

Q: Compared to the stock market in the U.S., are
there more anomalies in security pricing abroad?

A: Well, the rest of the world is not as well
followed as the U.S. So you'll find more anomalies. At the same time,
though, the level of analysis of companies around the world is improving
every day, and the gap in coverage is narrowing.

What never changes is the psychology of the investor --
you regularly see either despair or euphoria in different sectors of every
international market. That, I think, creates opportunities to find
undiscovered gems at extraordinarily cheap prices.

These opportunities can come from, say, uncertainty over
an election going one way or another. Investors may see the outcome as
totally disastrous for a country -- or as totally euphoric. Then, reality
sets in, and things are never as bleak or as wonderful as they had been
painted.

Q: Do you integrate ideas from Neuberger & Berman's
research and the domestic portfolio managers?

A: Oh, sure. As everyone knows, the world is
becoming smaller, and certain industries are becoming global (or have
become global). Whether one thinks about technology, pharmaceuticals,
medical devices, or the automobile industry, it's really become one world
market. So it's crucial for me to have good knowledge about both the U.S.
and the areas outside the U.S. where these companies dominate.

Additional Investment Information
---------------------------------

Some or all of the Portfolios, as indicated below, may
make the following investments, among others, although they may not buy
all of the types of securities or use all of the investment techniques
that are described.

Repurchase Agreements (All Portfolios). Repurchase
agreements are agreements under which a Portfolio purchases securities
from a bank that is a member of the Federal Reserve System (or, in the
case of Neuberger & Berman International Portfolio, also from a foreign
bank or a U.S. branch or agency of a foreign bank) or from a securities
dealer that agrees to repurchase the securities from the Portfolio at a
higher price on a designated future date. Repurchase agreements generally
are for a short period of time, usually less than a week. Repurchase
agreements with a maturity of more than seven days are considered to be
illiquid securities. No Portfolio may enter into such a repurchase agree-
ment if, as a result, more than 10% (5% in the case of Neuberger & Berman
Genesis Portfolio) of the value of its net assets would then be invested

- 24 -
<PAGE>

in such repurchase agreements and other illiquid securities. A Portfolio
may enter into a repurchase agreement only if (1) the underlying
securities are of the type that the Portfolio's investment policies and
limitations would allow it to purchase directly, (2) the market value of
the underlying securities, including accrued interest, at all times equals
or exceeds the repurchase price, and (3) payment for the underlying
securities is made only upon satisfactory evidence that the securities are
being held for the Portfolio's account by its custodian or a bank acting
as the Portfolio's agent. If Neuberger & Berman International Portfolio
enters into a repurchase agreement subject to foreign law and the counter-
party defaults, Neuberger & Berman International Portfolio may not enjoy
protections comparable to those provided to certain repurchase agreements
under U.S. bankruptcy law, and may suffer delays and losses in disposing
of the collateral as a result.

Securities Loans (All Portfolios). In order to realize
income, each Portfolio may lend portfolio securities with a value not
exceeding 33-1/3% of its total assets to banks, brokerage firms, or
institutional investors judged creditworthy by N&B Management. Borrowers
are required continuously to secure their obligations to return securities
on loan from the Portfolio by depositing collateral in a form determined
to be satisfactory by the Portfolio Trustees. The collateral, which must
be marked to market daily, must be equal to at least 100% of the market
value of the loaned securities, which will also be marked to market daily.
N&B Management believes the risk of loss on these transactions is slight
because, if a borrower were to default for any reason, the collateral
should satisfy the obligation. However, as with other extensions of
secured credit, loans of portfolio securities involve some risk of loss of
rights in the collateral should the borrower fail financially.

Restricted Securities and Rule 144A Securities (All
Portfolios). Each Portfolio may invest in restricted securities, which
are securities that may not be sold to the public without an effective
registration statement under the 1933 Act. Before they are registered,
such securities may be sold only in a privately negotiated transaction or
pursuant to an exemption from registration. In recognition of the
increased size and liquidity of the institutional market for unregistered
securities and the importance of institutional investors in the formation
of capital, the SEC has adopted Rule 144A under the 1933 Act. Rule 144A
is designed further to facilitate efficient trading among institutional
investors by permitting the sale of certain unregistered securities to
qualified institutional buyers. To the extent privately placed securities
held by a Portfolio qualify under Rule 144A and an institutional market
develops for those securities, the Portfolio likely will be able to
dispose of the securities without registering them under the 1933 Act. To
the extent that institutional buyers become, for a time, uninterested in
purchasing these securities, investing in Rule 144A securities could
increase the level of a Portfolio's illiquidity. N&B Management, acting
under guidelines established by the Portfolio Trustees, may determine that
certain securities qualified for trading under Rule 144A are liquid.
Foreign securities that are freely tradeable in their principal market are
not considered to be restricted. Regulation S under the 1933 Act permits

- 25 -
<PAGE>

the sale abroad of securities that are not registered for sale in the
United States.

Where registration is required, a Portfolio may be
obligated to pay all or part of the registration expenses, and a
considerable period may elapse between the decision to sell and the time
the Portfolio may be permitted to sell a security under an effective
registration statement. If, during such a period, adverse market
conditions were to develop, the Portfolio might obtain a less favorable
price than prevailed when it decided to sell. To the extent restricted
securities and Rule 144A securities are illiquid, purchases thereof will
be subject to each Portfolio's 10% (5% in the case of Neuberger & Berman
Genesis Portfolio) limit on investments in illiquid securities.
Restricted securities for which no market exists are priced by a method
that the Portfolio Trustees believe accurately reflects fair value.

Reverse Repurchase Agreements (All Portfolios). In a
reverse repurchase agreement, a Portfolio sells portfolio securities
subject to its agreement to repurchase the securities at a later date for
a fixed price reflecting a market rate of interest; these agreements are
considered borrowings for purposes of the Portfolios' investment policies
and limitations concerning borrowings. While a reverse repurchase
agreement is outstanding, a Portfolio will maintain with its custodian in
a segregated account cash or appropriate liquid securities, marked to
market daily, in an amount at least equal to the Portfolio's obligations
under the agreement. There is a risk that the contra-party to a reverse
repurchase agreement will be unable or unwilling to complete the
transaction as scheduled, which may result in losses to the Portfolio.

Leverage (Neuberger & Berman International Portfolio).
The Portfolio may make investments when borrowings are outstanding.
Leverage creates an opportunity for increased net income but, at the same
time, creates special risk considerations. For example, leverage may
exaggerate changes in the Portfolio's and the corresponding Fund's net
asset values ("NAVs"). Although the principal of such borrowings will be
fixed, the Portfolio's assets may change in value during the time the
borrowing is outstanding. Leverage creates interest expenses for the
Portfolio. To the extent the income derived from securities purchased
with borrowed funds exceeds the interest the Portfolio will have to pay,
the Portfolio's net income will be greater than it would be if leverage
were not used. Conversely, if the income from the assets obtained with
borrowed funds is not sufficient to cover the cost of leveraging, the net
income of the Portfolio will be less than it would be if leverage were not
used, and therefore the amount available for distribution to stockholders
as dividends will be reduced. Reverse repurchase agreements create
leverage and are considered borrowings for purposes of the Portfolio's
investment limitations.

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<PAGE>

Generally, the Portfolio does not intend to use leverage
for investment purposes. It may, however, use leverage to purchase
securities needed to close out short sales entered into for hedging
purposes and to facilitate other hedging transactions.

Foreign Securities (All Portfolios). Each Portfolio may
invest in U.S. dollar-denominated securities of foreign issuers (including
banks, governments, and quasi-governmental organizations) and foreign
branches of U.S. banks, including negotiable certificates of deposit
("CDs"), bankers' acceptances and commercial paper. These investments are
subject to each Portfolio's quality standards. While investments in
foreign securities are intended to reduce risk by providing further diver-
sification, such investments involve sovereign and other risks, in
addition to the credit and market risks normally associated with domestic
securities. These additional risks include the possibility of adverse
political and economic developments (including political instability) and
the potentially adverse effects of unavailability of public information
regarding issuers, less governmental supervision and regulation of
financial markets, reduced liquidity of certain financial markets, and the
lack of uniform accounting, auditing, and financial reporting standards or
the application of standards that are different or less stringent than
those applied in the United States.

Each Portfolio also may invest in equity, debt, or other
income-producing securities that are denominated in or indexed to foreign
currencies, including (1) common and preferred stocks, (2) CDs, commercial
paper, fixed time deposits, and bankers' acceptances issued by foreign
banks, (3) obligations of other corporations, and (4) obligations of
foreign governments or their subdivisions, agencies, and instrumentali-
ties, international agencies, and supranational entities. Investing in
foreign currency denominated securities includes the special risks asso-
ciated with investing in non-U.S. issuers described in the preceding
paragraph and the additional risks of (1) adverse changes in foreign
exchange rates, (2) nationalization, expropriation, or confiscatory taxa-
tion, and (3) adverse changes in investment or exchange control
regulations (which could prevent cash from being brought back to the
United States). Additionally, dividends and interest payable on foreign
securities may be subject to foreign taxes, including taxes withheld from
those payments. Commissions on foreign securities exchanges are often at
fixed rates and are generally higher than negotiated commissions on U.S.
exchanges, although the Portfolios endeavor to achieve the most favorable
net results on portfolio transactions. Each Portfolio (except Neuberger &
Berman International Portfolio) may invest only in securities of issuers
in countries whose governments are considered stable by N&B Management.

Foreign securities often trade with less frequency and in
less volume than domestic securities and therefore may exhibit greater
price volatility. Additional costs associated with an investment in
foreign securities may include higher custodial fees than apply to
domestic custody arrangements, and transaction costs of foreign currency
conversions.

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<PAGE>

Foreign markets also have different clearance and
settlement procedures, and, in certain markets, there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Such
delays in settlement could result in temporary periods when a portion of
the assets of a Portfolio are uninvested and no return is earned thereon.
The inability of a Portfolio to make intended security purchases due to
settlement problems could cause the Portfolio to miss attractive
investment opportunities. Inability to dispose of portfolio securities
due to settlement problems could result in losses to a Portfolio due to
subsequent declines in value of the portfolio securities or, if the
Portfolio has entered into a contract to sell the securities, could result
in possible liability to the purchaser.

Prices of foreign securities and exchange rates for
foreign currencies may be affected by the interest rates prevailing in
other countries. Interest rates in other countries are often affected by
local factors, including the strength of the local economy, the demand for
borrowing, the government's fiscal and monetary policies, and the
international balance of payments. Individual foreign economies may
differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency, and balance of payments position.

In order to limit the risk inherent in investing in
foreign currency denominated securities, a Portfolio (except Neuberger &
Berman International Portfolio) may not purchase any such security if,
after such purchase, more than 10% of its total assets (taken at market
value) would be invested in foreign currency denominated securities.
Within that limitation, however, no Portfolio is restricted in the amount
it may invest in securities denominated in any one foreign currency.

Forward Commitments and When-Issued Securities (Neuberger
& Berman International Portfolio). The Portfolio may purchase securities
on a when-issued basis and may purchase or sell securities on a forward
commitment basis. These transactions involve a commitment by the
Portfolio to purchase or sell securities at a future date (ordinarily
within two months, although the Portfolio may agree to a longer settlement
period). The price of the underlying securities (usually expressed in
terms of yield) and the date when the securities will be delivered and
paid for (the settlement date) are fixed at the time the transaction is
negotiated. When-issued purchases and forward commitment transactions are
negotiated directly with the other party, and such commitments are not
traded on exchanges.

When-issued purchases and forward commitment transactions
enable the Portfolio to "lock in" what N&B Management believes to be an

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<PAGE>

attractive price or yield on a particular security for a period of time,
regardless of future changes in interest rates. For instance, in periods
of rising interest rates and falling prices, the Portfolio might sell
securities it owns on a forward commitment basis to limit its exposure to
falling prices. In periods of falling interest rates and rising prices,
the Portfolio might purchase a security on a when-issued or forward
commitment basis and sell a similar security to settle such purchase,
thereby obtaining the benefit of currently higher yields.

The value of securities purchased on a when-issued or
forward commitment basis and any subsequent fluctuations in their value
are reflected in the computation of the Portfolio's NAV starting on the
date of the agreement to purchase the securities. The Portfolio does not
earn interest on securities it has committed to purchase until the
securities are paid for and delivered on the settlement date. When the
Portfolio makes a forward commitment to sell securities it owns, the
proceeds to be received upon settlement are included in the Portfolio's
assets. Fluctuations in the market value of the underlying securities are
not reflected in the Portfolio's NAV as long as the commitment to sell
remains in effect.

The Portfolio will purchase securities on a when-issued
basis or purchase or sell securities on a forward commitment basis only
with the intention of completing the transaction and actually purchasing
or selling the securities. If deemed advisable as a matter of investment
strategy, however, the Portfolio may dispose of or renegotiate a
commitment after it has been entered into. The Portfolio also may sell
securities it has committed to purchase before those securities are
delivered to the Portfolio on the settlement date. The Portfolio may
realize capital gains or losses in connection with these transactions.

When the Portfolio purchases securities on a when-issued
or forward commitment basis, the Portfolio's custodian will maintain in a
segregated account appropriate liquid securities having a value
(determined daily) at least equal to the amount of the Portfolio's
purchase commitments. In the case of a forward commitment to sell
portfolio securities, the custodian will hold the portfolio securities
themselves in a segregated account while the commitment is outstanding.
These procedures are designed to ensure that the Portfolio maintains
sufficient assets at all times to cover its obligations under when-issued
purchases and forward commitment transactions.

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<PAGE>

Futures, Options on Futures, Options on Securities,
Forward Contracts, and Options on Foreign
Currencies (collectively, "Financial Instruments")
(All Portfolios except Neuberger & Berman
International Portfolio)

Futures Contracts and Options Thereon (Neuberger & Berman
Socially Responsive Portfolio). The Portfolio may purchase and sell
interest rate futures contracts, stock and bond index futures contracts,
and foreign currency futures contracts and options thereon in an attempt
to hedge against changes in the prices of securities or, in the case of
foreign currency futures and options thereon, to hedge against changes in
prevailing currency exchange rates. Because the futures markets may be
more liquid than the cash markets, the use of futures contracts permits
the Portfolio to enhance portfolio liquidity and maintain a defensive
position without having to sell portfolio securities. The Portfolio does
not engage in transactions in futures or options on futures for specu-
lation. The Portfolio views investment in (i) interest rate and
securities index futures and options thereon as a maturity management
device and/or a device to reduce risk or preserve total return in an
adverse environment for the hedged securities, and (ii) foreign currency
futures and options thereon as a means of establishing more definitely the
effective return on, or the purchase price of, securities denominated in
foreign currencies that are held or intended to be acquired by the
Portfolio.

A "sale" of a futures contract (or a "short" futures
position) entails the assumption of a contractual obligation to deliver
the securities or currency underlying the contract at a specified price at
a specified future time. A "purchase" of a futures contract (or a "long"
futures position) entails the assumption of a contractual obligation to
acquire the securities or currency underlying the contract at a specified
price at a specified future time. Certain futures, including stock and
bond index futures, are settled on a net cash payment basis rather than by
the sale and delivery of the securities underlying the futures.

U.S. futures contracts (except certain currency futures)
are traded on exchanges that have been designated as "contract markets" by
the Commodity Futures Trading Commission ("CFTC"); futures transactions
must be executed through a futures commission merchant that is a member of
the relevant contract market. The exchange's affiliated clearing
organization guarantees performance of the contracts between the clearing
members of the exchange.

Although futures contracts by their terms may require the
actual delivery or acquisition of the underlying securities or currency,
in most cases the contractual obligation is extinguished by being offset
before the expiration of the contract, without the parties having to make
or take delivery of the assets. A futures position is offset by buying
(to offset an earlier sale) or selling (to offset an earlier purchase) an
identical futures contract calling for delivery in the same month.

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<PAGE>

"Margin" with respect to a futures contract is the amount
of assets that must be deposited by the Portfolio with, or for the benefit
of, a futures commission merchant in order to initiate and maintain the
Portfolio's futures positions. The margin deposit made by the Portfolio
when it enters into a futures contract ("initial margin") is intended to
assure its performance of the contract. If the price of the futures
contract changes -- increases in the case of a short (sale) position or
decreases in the case of a long (purchase) position -- so that the
unrealized loss on the contract causes the margin deposit not to satisfy
margin requirements, the Portfolio will be required to make an additional
margin deposit ("variation margin"). However, if favorable price changes
in the futures contract cause the margin deposit to exceed the required
margin, the excess will be paid to the Portfolio. In computing its NAV,
the Portfolio marks to market the value of its open futures positions.
The Portfolio also must make margin deposits with respect to options on
futures that it has written. If the futures commission merchant holding
the margin deposit goes bankrupt, the Portfolio could suffer a delay in
recovering its funds and could ultimately suffer a loss.

An option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in the
contract (a long position if the option is a call and a short position if
the option is a put) at a specified exercise price at any time during the
option exercise period. The writer of the option is required upon
exercise to assume a short futures position (if the option is a call) or a
long futures position (if the option is a put). Upon exercise of the
option, the assumption of offsetting futures positions by the writer and
holder of the option is accompanied by delivery of the accumulated cash
balance in the writer's futures margin account. That balance represents
the amount by which the market price of the futures contract at exercise
exceeds, in the case of a call, or is less than, in the case of a put, the
exercise price of the option.

Although the Portfolio believes that the use of futures
contracts will benefit it, if N&B Management's judgment about the general
direction of the markets is incorrect, the Portfolio's overall return
would be lower than if it had not entered into any such contracts. The
prices of futures contracts are volatile and are influenced by, among
other things, actual and anticipated changes in interest rates, which in
turn are affected by fiscal and monetary policies and by national and
international political and economic events. At best, the correlation
between changes in prices of futures contracts and of the securities being
hedged can be only approximate. Decisions regarding whether, when, and
how to hedge involve skill and judgment. Even a well-conceived hedge may
be unsuccessful to some degree because of unexpected market behavior or
interest rate trends or lack of correlation between the futures markets
and the securities markets. Because of the low margin deposits required,
futures trading involves an extremely high degree of leverage; as a

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<PAGE>

result, a relatively small price movement in a futures contract may result
in immediate and substantial loss, or gain, to the investor. Losses that
may arise from certain futures transactions are potentially unlimited.

Most U.S. futures exchanges limit the amount of fluctuation in
the price of a futures contract or option thereon during a single trading
day; once the daily limit has been reached, no trades may be made on that
day at a price beyond that limit. The daily limit governs only price
movements during a particular trading day, however; it thus does not limit
potential losses. Prices can move to the daily limit for several
consecutive trading days with little or no trading, thereby preventing
liquidation of unfavorable futures and options positions and subjecting
traders to substantial losses. If this were to happen with respect to a
position held by the Portfolio, it could (depending on the size of the
position) have an adverse impact on the NAV of the Portfolio.

Covered Call Options (All Portfolios). Neuberger &
Berman Socially Responsive Portfolio may write covered call options on
securities it owns and may purchase call options. Each of the other
Portfolios may write covered call options on securities it owns valued at
up to 10% of its net assets and may purchase call options in related
closing transactions. Generally, the purpose of writing and purchasing
these options is to reduce, at least in part, the effect of price
fluctuations of securities held by the Portfolio on the Portfolio's and
its corresponding Fund's NAVs. Neuberger & Berman Socially Responsive
Portfolio may also write covered call options to earn premium income.
Portfolio securities on which call options may be written and purchased by
a Portfolio are purchased solely on the basis of investment considerations
consistent with the Portfolio's investment objective.

When a Portfolio writes a call option, it is obligated to
sell a security to a purchaser at a specified price at any time until a
certain date if the purchaser decides to exercise the option. The
Portfolio receives a premium for writing the call option. So long as the
obligation of the call option continues, the Portfolio may be assigned an
exercise notice, requiring it to deliver the underlying security against
payment of the exercise price. The Portfolio may be obligated to deliver
securities underlying an option at less than the market price, thereby
giving up any additional gain on the security.

Each Portfolio writes only "covered" call options on
securities it owns. The writing of covered call options is a conservative
investment technique that is believed to involve relatively little risk
(in contrast to the writing of "naked" or uncovered call options, which
the Portfolios will not do), but is capable of enhancing the Portfolios'
total return. When writing a covered call option, a Portfolio, in return
for the premium, gives up the opportunity for profit from a price increase

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<PAGE>

in the underlying security above the exercise price, but conversely
retains the risk of loss should the price of the security decline.

If a call option that a Portfolio has written expires
unexercised, the Portfolio will realize a gain in the amount of the
premium; however, that gain may be offset by a decline in the market value
of the underlying security during the option period. If the call option
is exercised, the Portfolio will realize a gain or loss from the sale of
the underlying security.

When a Portfolio purchases a call option, it pays a
premium for the right to purchase a security from the writer at a
specified price until a specified date. A Portfolio would purchase a call
option to offset a previously written call option. Neuberger & Berman
Socially Responsive Portfolio also may purchase a call option to protect
against an increase in the price of the securities it intends to purchase.

Put Options (Neuberger & Berman Socially Responsive
Portfolio). The Portfolio may write or purchase put options on
securities. Generally, the purpose of writing and purchasing these
options is to reduce the effect of price fluctuations of securities held
by the Portfolio on the Portfolio's and its corresponding Fund's NAVs.

The Portfolio will receive a premium for writing a put
option, which obligates the Portfolio to acquire a security at a certain
price at any time until a certain date if the purchaser of the option
decides to exercise the option. The Portfolio may be obligated to
purchase the underlying security at more than its current value.

When the Portfolio purchases a put option, it pays a
premium to the writer for the right to sell a security to the writer for a
specified amount at any time until a certain date. The Portfolio would
purchase a put option in order to protect itself against a decline in the
market value of a security it owns.

Portfolio securities on which put options may be written
and purchased by the Portfolio are purchased solely on the basis of
investment considerations consistent with the Portfolio's investment
objective. When writing a put option, the Portfolio, in return for the
premium, takes the risk that it must purchase the underlying security at a
price which may be higher than the current market price of the security.
If a put option that the Portfolio has written expires unexercised, the
Portfolio will realize a gain in the amount of the premium.

Put and Call Options (All Portfolios). The exercise
price of an option may be below, equal to, or above the market value of
the underlying security at the time the option is written. Options
normally have expiration dates between three and nine months from the date
written. The obligation under any option terminates upon expiration of
the option or, at an earlier time, when the writer offsets the option by
entering into a "closing purchase transaction" to purchase an option of

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<PAGE>

the same series. If an option is purchased by the Portfolio and is never
exercised, the Portfolio will lose the entire amount of the premium paid.

Options are traded both on national securities exchanges
and in the over-the-counter ("OTC") market. Exchange-traded options in
the United States are issued by a clearing organization affiliated with
the exchange on which the option is listed; the clearing organization in
effect guarantees completion of every exchange-traded option. In
contrast, OTC options are contracts between the Portfolio and a counter-
party, with no clearing organization guarantee. Thus, when the Portfolio
sells (or purchases) an OTC option, it generally will be able to "close
out" the option prior to its expiration only by entering into a closing
transaction with the dealer to whom (or from whom) the Portfolio
originally sold (or purchased) the option. There can be no assurance that
the Portfolio would be able to liquidate an OTC option at any time prior
to expiration. Unless a Portfolio is able to effect a closing purchase
transaction in a covered OTC call option it has written, it will not be
able to liquidate securities used as cover until the option expires or is
exercised or until different cover is substituted. In the event of the
counter-party's insolvency, a Portfolio may be unable to liquidate its
options position and the associated cover. N&B Management monitors the
creditworthiness of dealers with which a Portfolio may engage in OTC
options transactions, and limits the Portfolios' counter-parties in such
transactions to dealers with a net worth of at least $20 million as
reported in their latest financial statements.

The assets used as cover for OTC options written by a
Portfolio will be considered illiquid unless the OTC options are sold to
qualified dealers who agree that the Portfolio may repurchase any OTC
option it writes at a maximum price to be calculated by a formula set
forth in the option agreement. The cover for an OTC call option written
subject to this procedure will be considered illiquid only to the extent
that the maximum repurchase price under the formula exceeds the intrinsic
value of the option.

The premium received (or paid) by the Portfolio when it
writes (or purchases) an option is the amount at which the option is
currently traded on the applicable exchange, less (or plus) a commission.
The premium may reflect, among other things, the current market price of
the underlying security, the relationship of the exercise price to the
market price, the historical price volatility of the underlying security,
the length of the option period, the general supply of and demand for
credit, and the interest rate environment. The premium received by the
Portfolio for writing an option is recorded as a liability on the
Portfolio's statement of assets and liabilities. This liability is
adjusted daily to the option's current market value, which is the last
sales price on the day the option is being valued or, in the absence of
any trades thereof on that day, the mean between the closing bid and asked
prices.

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<PAGE>

Closing transactions are effected in order to realize a
profit on an outstanding option, to prevent an underlying security from
being called, or to permit the sale or the put of the underlying security.
Furthermore, effecting a closing transaction permits Neuberger & Berman
Socially Responsive Portfolio to write another call option on the
underlying security with a different exercise price or expiration date or
both. If any Portfolio desires to sell a security on which it has written
a call option, it will seek to effect a closing transaction prior to, or
concurrently with, the sale of the security. There is, of course, no
assurance that a Portfolio will be able to effect closing transactions at
favorable prices. If a Portfolio cannot enter into such a transaction, it
may be required to hold a security that it might otherwise have sold (or
purchase a security that it would not have otherwise bought), in which
case it would continue to be at market risk on the security.

A Portfolio will realize a profit or loss from a closing
purchase transaction if the cost of the transaction is less or more than
the premium received from writing the call or put option. Because
increases in the market price of a call option generally reflect increases
in the market price of the underlying security, any loss resulting from
the repurchase of a call option is likely to be offset, in whole or in
part, by appreciation of the underlying security owned by the Portfolio;
however, the Portfolio could be in a less advantageous position than if it
had not written the call option.

A Portfolio pays brokerage commissions in connection with
purchasing or writing options, including those used to close out existing
positions. These brokerage commissions normally are higher than those
applicable to purchases and sales of portfolio securities. From time to
time, Neuberger & Berman Socially Responsive Portfolio may purchase an
underlying security for delivery in accordance with an exercise notice of
a call option assigned to it, rather than delivering the security from its
portfolio. In those cases, additional brokerage commissions are incurred.

Forward Foreign Currency Contracts (All Portfolios).
Each Portfolio may enter into contracts for the purchase or sale of a
specific currency at a future date at a fixed price ("forward contracts")
in amounts not exceeding 5% of its net assets. The Portfolios enter into
forward contracts in an attempt to hedge against changes in prevailing
currency exchange rates. The Portfolios do not engage in transactions in
forward contracts for speculation; they view investments in forward
contracts as a means of establishing more definitely the effective return
on, or the purchase price of, securities denominated in foreign currencies
that are held or intended to be acquired by them. Forward contract
transactions include forward sales or purchases of foreign currencies for
the purpose of protecting the U.S. dollar value of securities held or to
be acquired by a Portfolio or protecting the U.S. dollar equivalent of
dividends, interest, or other payments on those securities.

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<PAGE>

N&B Management believes that the use of foreign currency
hedging techniques, including "proxy-hedges," can help protect against
declines in the U.S. dollar value of income available for distribution and
declines in a Portfolio's NAV resulting from adverse changes in currency
exchange rates. For example, the return available from securities denomi-
nated in a particular foreign currency would diminish if the value of the
U.S. dollar increased against that currency. Such a decline could be
partially or completely offset by an increase in value of a proxy-hedge
involving a forward contract to sell a different foreign currency, where
the contract is available on terms more advantageous to a Portfolio than a
contract to sell the currency in which the securities being hedged are
denominated. N&B Management believes that hedges and proxy-hedges can,
therefore, provide significant protection of NAV in the event of a general
rise in the U.S. dollar against foreign currencies. However, a hedge or
proxy-hedge cannot protect against exchange rate risks perfectly, and, if
N&B Management is incorrect in its judgment of future exchange rate
relationships, a Portfolio could be in a less advantageous position than
if such a hedge had not been established. If the Portfolio uses proxy-
hedging, it may experience losses on both the currency in which it has
invested and the currency used for hedging if the two currencies do not
vary with the expected degree of correlation. Because forward contracts
are not traded on an exchange, the assets used to cover such contracts may
be illiquid.

Options on Foreign Currencies (All Portfolios). Each
Portfolio may write and purchase covered call and put options on foreign
currencies, in amounts not exceeding 5% of its net assets. A Portfolio
would engage in such transactions to protect against declines in the U.S.
dollar value of portfolio securities or increases in the U.S. dollar cost
of securities to be acquired or to protect the U.S. dollar equivalent of
dividends, interest, or other payments on those securities. As with other
types of options, however, writing an option on foreign currency
constitutes only a partial hedge, up to the amount of the premium
received, and a Portfolio could be required to purchase or sell foreign
currencies at disadvantageous exchange rates, thereby incurring losses.
The risks of currency options are similar to the risks of other options,
discussed herein. Certain options on foreign currencies are traded on the
OTC market and involve liquidity and credit risks that may not be present
in the case of exchange-traded currency options.

Regulatory Limitations on Using Financial Instruments
(All Portfolios). To the extent a Portfolio sells or purchases futures
contracts and/or writes options thereon or options on foreign currencies
that are traded on an exchange regulated by the CFTC other than for bona
fide hedging purposes (as defined by the CFTC), the aggregate initial
margin and premiums on those positions (excluding the amount by which
options are "in-the-money") may not exceed 5% of the Portfolio's net
assets. As noted above, the Portfolios (except Neuberger & Berman
Socially Responsive Portfolio) do not intend to invest in futures
contracts and options thereon during the coming year.

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<PAGE>

In addition, pursuant to state securities laws, (1) the
aggregate premiums paid by a Portfolio on all options (both exchange-
traded and OTC) held by it at any time may not exceed 20% of its net
assets, and (2) the aggregate margin deposits required on all exchange-
traded futures contracts and related options held by a Portfolio at any
time may not exceed 5% of its total assets. Also, pursuant to an
undertaking to a state securities law administrator, Neuberger & Berman
Socially Responsive Portfolio will not purchase puts, calls, straddles,
spreads, or any combination thereof if, by reason of such purchase, the
value of its aggregate investment in such instruments will exceed 5% of
its total assets.

General Risks of Financial Instruments (All Portfolios).
The primary risks in using Financial Instruments are (1) imperfect
correlation or no correlation between changes in market value of the
securities or currency held or to be acquired by a Portfolio and changes
in market value of Financial Instruments; (2) possible lack of a liquid
secondary market for Financial Instruments and the resulting inability to
close out Financial Instruments when desired; (3) the fact that the skills
needed to use Financial Instruments are different from those needed to
select a Portfolio's securities; (4) the fact that, although use of
Financial Instruments for hedging purposes can reduce the risk of loss,
they also can reduce the opportunity for gain, or even result in losses,
by offsetting favorable price movements in hedged investments; and (5) the
possible inability of a Portfolio to purchase or sell a portfolio security
at a time that would otherwise be favorable for it to do so, or the
possible need for a Portfolio to sell a portfolio security at a
disadvantageous time, due to its need to maintain "cover" or to segregate
securities in connection with its use of Financial Instruments. N&B
Management intends to reduce the risk of imperfect correlation by
investing only in Financial Instruments whose behavior is expected to
resemble that of a Portfolio's underlying securities or currency. N&B
Management intends to reduce the risk that a Portfolio will be unable to
close out Financial Instruments by entering into such transactions only if
N&B Management believes there will be an active and liquid secondary
market. Financial Instruments used by the Portfolios are generally
considered "derivatives." There can be no assurance that a Portfolio's
use of Financial Instruments will be successful.

The Portfolios' use of Financial Instruments may be
limited by the provisions of the Internal Revenue Code of 1986, as amended
("Code"), with which each Portfolio must comply if its corresponding Fund
is to qualify as a regulated investment company ("RIC"). See "Additional
Tax Information."

Cover for Financial Instruments (All Portfolios). Each
Portfolio will comply with SEC guidelines regarding cover for Financial
Instruments and, if the guidelines so require, set aside in a segregated
account with its custodian the prescribed amount of cash or appropriate
liquid securities. Securities held in a segregated account cannot be sold

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<PAGE>

while the futures, option, or forward strategy covered by those securities
is outstanding, unless they are replaced with other suitable assets. As a
result, segregation of a large percentage of a Portfolio's assets could
impede portfolio management or the Portfolio's ability to meet current
obligations. A Portfolio may be unable promptly to dispose of assets
which cover, or are segregated with respect to, an illiquid futures,
option, or forward position; this inability may result in a loss to the
Portfolio.

Futures, Options on Futures, Options on Securities and
Indices, Forward Contracts, and Options on Foreign
Currencies (collectively, "Financial Instruments")
(Neuberger & Berman International Portfolio Only)

Put and Call Options on Individual Securities (Neuberger
& Berman International Portfolio). The Portfolio may write call options
and purchase put options on securities in order to hedge (i.e., write or
purchase options to reduce the effect of price fluctuations of securities
held by the Portfolio on the Portfolio's and the corresponding Fund's
NAVs). The Portfolio may also purchase or write put options, purchase
call options and write covered call options in an attempt to enhance
income.

The obligation under any option terminates upon
expiration of the option or, at an earlier time, when the writer offsets
the option by entering into a "closing purchase transaction" to purchase
an option of the same series. If an option is purchased by the Portfolio
and is never exercised, the Portfolio will lose the entire amount of the
premium paid.

The Portfolio will receive a premium for writing a put
option, which obligates the Portfolio to acquire a certain security at a
certain price at any time until a certain date if the purchaser of the
option decides to sell such security. The Portfolio may be obligated to
purchase the underlying security at more than its current value.

When the Portfolio purchases a put option, it pays a
premium to the writer for the right to sell a security to the writer for a
specified amount at any time until a certain date. The Portfolio might
purchase a put option in order to protect itself against a decline in the
market value of a security it owns.

When the Portfolio writes a call option, it is obligated
to sell a security to a purchaser at a specified price at any time the
purchaser requests until a certain date, and receives a premium for
writing the call option. So long as the obligation of the call option
continues, the Portfolio may be assigned an exercise notice, requiring it
to deliver the underlying security against payment of the exercise price.
The Portfolio may be obligated to deliver securities underlying an option
at less than the market price, thereby giving up any additional gain on
the security. The Portfolio intends to write only "covered" call options
on securities it owns.

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<PAGE>

When the Portfolio purchases a call option, it pays a
premium for the right to purchase a security from the writer at a
specified price until a specified date. The Portfolio might purchase a
call option in order to protect against an increase in the price of
securities it intends to purchase or to offset a previously written call
option.

Portfolio securities on which call and put options may be
written and purchased by the Portfolio are purchased solely on the basis
of investment considerations consistent with the Portfolio's investment
objective. The writing of covered call options is a conservative
investment technique that is believed to involve relatively little risk
(in contrast to the writing of "naked" or uncovered call options, which
the Portfolio will not do) but is capable of enhancing the Portfolio's
total return. When writing a covered call option, the Portfolio, in
return for the premium, gives up the opportunity for profit from a price
increase in the underlying security above the exercise price, but
conversely retains the risk of loss should the price of the security
decline. When writing a put option, the Portfolio, in return for the
premium, takes the risk that it must purchase the underlying security at
the exercise price, which may be higher than the current market price of
the security. If a call or put option that the Portfolio has written
expires unexercised, the Portfolio will realize a gain in the amount of
the premium; however, in the case of a call option, that gain may be
offset by a decline in the market value of the underlying security during
the option period. If the call option is exercised, the Portfolio will
realize a gain or loss from the sale of the underlying security.

Securities options are traded both on exchanges and in
the OTC market. Exchange-traded options are issued by a clearing
organization affiliated with the exchange on which the option is listed;
the clearing organization in effect guarantees completion of every
exchange-traded option. In contrast, OTC options are contracts between
the Portfolio and its counter-party with no clearing organization
guarantee. Thus, when the Portfolio sells (or purchases) an OTC option,
it generally will be able to close out the option prior to its expiration
only by entering into a closing transaction with the dealer to whom (or
from whom) the Portfolio originally sold (or purchased) the option. There
can be no assurance that the Portfolio would be able to liquidate an OTC
option at any time prior to expiration. Unless the Portfolio is able to
effect a closing purchase transaction in a covered OTC call option it has
written, it will not be able to liquidate securities used as cover until
the option expires or is exercised or until different cover is
substituted. In the event of the counter-party's insolvency, the
Portfolio may be unable to liquidate its options position and the
associated cover. N&B Management monitors the creditworthiness of dealers
with which the Portfolio may engage in OTC options transactions, and
limits the Portfolio's counter-parties in such transactions to dealers
with a net worth of at least $20 million as reported in their latest
financial statements.

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The assets used as cover (or held in a segregated
account) for OTC options written by the Portfolio will be considered
illiquid unless the OTC options are sold to qualified dealers who agree
that the Portfolio may repurchase any OTC option it writes at a maximum
price to be calculated by a formula set forth in the option agreement.
The cover for an OTC call option written subject to this procedure will be
considered illiquid only to the extent that the maximum repurchase price
under the formula exceeds the intrinsic value of the option.

The premium received (or paid) by the Portfolio when it
writes (or purchases) a call or put option is the amount at which the
option is currently traded on the applicable exchange, less (or plus) a
commission. The premium may reflect, among other things, the current
market price of the underlying security, the relationship of the exercise
price to the market price, the historical price volatility of the
underlying security, the length of the option period, the general supply
of and demand for credit, and the general interest rate environment. The
premium received by the Portfolio for writing a covered call or put option
is recorded as a liability on the Portfolio's statement of assets and
liabilities. This liability is adjusted daily to the option's current
market value, which is the sales price on the option's last reported trade
on that day before the time the Portfolio's NAV is computed or, in the
absence of any trades thereof on that day, the mean between the closing
bid and ask prices.

Closing transactions are effected in order to realize a
profit on an outstanding option, to prevent an underlying security from
being called, or to permit the sale or the put of the underlying security.
Furthermore, effecting a closing transaction permits the Portfolio to
write another call option on the underlying security with a different
exercise price or expiration date or both. If the Portfolio desires to
sell a particular security on which it has written a call option, it will
seek to effect a closing transaction prior to, or concurrently with, the
sale of the security. There is, of course, no assurance that the
Portfolio will be able to effect closing transactions at favorable prices.
If the Portfolio cannot enter into such a transaction, it may be required
to hold a security that it might otherwise have sold (or purchase a
security that it would not have otherwise bought), in which case it would
continue to be subject to market risk on the security.

The Portfolio will realize a profit or loss from a
closing purchase transaction if the cost of the transaction is less or
more than the premium received from writing the call or put option.
However, because increases in the market price of a call option generally
reflect increases in the market price of the underlying security, any loss
resulting from the repurchase of a call option is likely to be offset in
whole or in part by appreciation of the underlying security owned by the
Portfolio.

Options normally have expiration dates between three and
nine months from the date written. The Portfolio may purchase both
European-style options and American-style options. European-style options

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are exercisable only immediately prior to their expiration date.
American-style options, in contrast, are exercisable at any time prior to
their expiration date. The exercise price of an option may be below,
equal to, or above the market value of the underlying security at the time
the option is written. From time to time, the Portfolio may purchase an
underlying security for delivery in accordance with an exercise notice of
a call option assigned to it, rather than delivering the security from its
portfolio. In those cases, additional brokerage commissions are incurred.

Put and Call Options on Securities Indices (Neuberger &
Berman International Portfolio). The Portfolio may write or purchase put
and call options on securities indices for the purpose of hedging against
the risk of unfavorable price movements that would adversely affect the
value of the Portfolio's securities or securities the Portfolio intends to
buy. However, the Portfolio currently does not expect to invest a
substantial portion of its assets in securities index options. Unlike a
securities option, which gives the holder the right to purchase or sell a
specified security at a specified price, an option on a securities index
gives the holder the right to receive a cash "exercise settlement amount"
equal to (1) the difference between the exercise price of the option and
the value of the underlying securities index on the exercise date
(2) multiplied by a fixed "index multiplier."

A securities index fluctuates with changes in the market
values of the securities included in the index. Options on stock indices
are currently traded on the Chicago Board Options Exchange, the NYSE, the
AmEx, and other U.S. and foreign exchanges.

The Portfolio may purchase put options in order to hedge
against an anticipated decline in securities market prices that might
adversely affect the value of the Portfolio's portfolio securities. If
the Portfolio purchases a put option on a securities index, the amount of
the payment it would receive upon exercising the option would depend on
the extent of any decline in the level of the securities index below the
exercise price. Such payments would tend to offset a decline in the value
of the Portfolio's portfolio securities. However, if the level of the
securities index increases and remains above the exercise price while the
put option is outstanding, the Portfolio will not be able to exercise the
option profitably and will lose the amount of the premium and any
transaction costs. Such loss may be partially offset by an increase in
the value of the Portfolio's portfolio securities.

The Portfolio may purchase call options on securities
indices in order to participate in an anticipated increase in securities
market prices. If the Portfolio purchases a call option on a securities
index, the amount of the payment it would receive upon exercising the
option would depend on the extent of any increase in the level of the
securities index above the exercise price. Such payments would, in
effect, allow the Portfolio to benefit from securities market appreciation
even though it may not have had sufficient cash to purchase the underlying

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<PAGE>

securities. Such payments may also offset increases in the price of
securities that the Portfolio intends to purchase. If, however, the level
of the securities index declines and remains below the exercise price
while the call option is outstanding, the Portfolio will not be able to
exercise the option profitably and will lose the amount of the premium and
any transaction costs. Such loss may be partially offset by a reduction
in the price the Portfolio pays to buy additional securities for its
portfolio.

The Portfolio may write securities index options in order
to close out positions in securities index options which it has purchased.
These closing sale transactions enable the Portfolio immediately to
realize gains or minimize losses on its options positions. If the
Portfolio is unable to effect a closing sale transaction with respect to
options that it has purchased, it would have to exercise the options in
order to realize any profit and may incur transaction costs.

The hours of trading for options may not conform to the
hours during which the underlying securities are traded. To the extent
that the options markets close before the markets for the underlying
securities, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the options markets.

The effectiveness of hedging through the purchase of
securities index options will depend upon the extent to which price
movements in the portfolio securities being hedged correlate with price
movements in the selected securities index. Perfect correlation is not
possible because the securities held or to be acquired by the Portfolio
will not exactly match the composition of the securities indices on which
options are available. In addition, the purchase of securities index
options involves the risk that the premium and transaction costs paid by
the Portfolio in purchasing an option will be lost as a result of
unanticipated movements in prices of the securities comprising the
securities index on which the option is based.

All securities index options purchased by the Portfolio
will be listed and traded on an exchange.

Other Risks of Options Transactions. The Portfolio may
purchase and sell options that are traded on both U.S. and foreign
exchanges. There is no assurance that a liquid secondary market on a
domestic or foreign options exchange will exist for any particular
exchange-traded option or at any particular time, and, for some options,
no secondary market on an exchange may exist. If the Portfolio is unable
to effect a closing purchase transaction with respect to covered call
options it has written, it will not be able to sell the underlying
securities until the options expire or are exercised or until different
cover is substituted.

Reasons for the absence of a liquid secondary market on
an exchange include the following: (1) there may be insufficient interest
in trading certain options; (2) restrictions may be imposed by an exchange

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on opening transactions or closing transactions or both; (3) trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities;
(4) unusual or unforeseen circumstances may interrupt normal operations on
an exchange; (5) the facilities of an exchange or its clearing
organization may not at all times be adequate to handle current trading
volume; or (6) one or more exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the trading of
options (or a particular class or series of options), in which event the
secondary market on that exchange (or in that class or series of options)
would cease to exist, although outstanding options that had been issued by
the clearing organization as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.

The writing and purchase of options is a highly
specialized activity which involves investment techniques and risks
different from those associated with ordinary portfolio securities
transactions. The writing of options on securities involves a risk that
the Portfolio will be required to sell or purchase such securities at a
price less favorable than the current market price and will lose the
benefit of appreciation or depreciation in the market price of such
securities.

The Portfolio would incur brokerage commissions or
spreads in connection with its options transactions, as well as for
purchases and sales of underlying securities. Brokerage commissions for
options transactions may be higher or lower than for portfolio securities
transactions. The writing of options could result in a significant
increase in the Portfolio's turnover rate.

Futures Contracts (Neuberger & Berman International
Portfolio). The Portfolio may enter into futures contracts for the
purchase or sale of individual securities and futures contracts on
securities indices which are traded on exchanges regulated by the CFTC or
on foreign exchanges. Trading on foreign exchanges is subject to the
legal requirements of the jurisdiction in which the exchange is located
and to the rules of such foreign exchange. The Portfolio may purchase and
sell futures for bona fide hedging and non-hedging purposes (i.e., in an
effort to enhance income) as defined in regulations of the CFTC.

A futures contract on a security is a binding contractual
commitment which, if held to maturity, will result in an obligation to
make or accept delivery during a particular month of securities having a
standardized face value and rate of return. By purchasing futures on
securities, the Portfolio will legally obligate itself to accept delivery
of the underlying security and to pay the agreed price. By selling
futures on securities, the Portfolio will legally obligate itself to make
delivery of the security and receive payment of the agreed price.

Open futures positions on securities are valued at the
most recent settlement price, unless such price does not reflect the fair
value of the contract, in which case the position will be valued at fair

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<PAGE>

value, as determined by or under the general direction of the Portfolio
Trustees.

Futures contracts on securities normally are not held to
maturity but are instead liquidated through offsetting transactions which
may result in a profit or loss. While futures contracts on securities
entered into by the Portfolio will usually be liquidated in this manner,
the Portfolio may instead make or take delivery of the underlying
securities whenever it appears economically advantageous for it to do so.
A clearing corporation associated with the exchange on which futures on
securities are traded assumes responsibility for closing out open futures
positions and guarantees that, if a position is still open, the sale or
purchase of securities will be performed on the settlement date.

A securities index futures contract does not require the
physical delivery of securities, but merely provides for profits and
losses resulting from changes in the market value of the contract to be
credited or debited at the close of each trading day to the respective
accounts of the parties to the contract. On the contract's expiration
date, a final cash settlement occurs, and the futures positions are simply
closed out. Changes in the market value of a particular securities index
futures contract generally reflect changes in the specified index of the
securities on which the futures contract is based.

The Portfolio sells futures contracts in order to offset
a possible decline in the value of its portfolio securities. When a
futures contract is sold by the Portfolio, the value of the contract will
tend to rise when the value of the Portfolio's securities declines and
will tend to fall when the value of such securities increases. The
Portfolio purchases futures contracts in order to fix what N&B Management
believes to be a favorable price for securities the Portfolio intends to
purchase. If a futures contract is purchased by the Portfolio, the value
of the contract will tend to change together with changes in the value of
such securities.

The Portfolio may also purchase put and call options on
futures contracts for bona fide hedging and non-hedging purposes. A put
option purchased by the Portfolio would give it the right to assume a
position as the seller of a futures contract (assume a short position). A
call option purchased by the Portfolio would give it the right to assume a
position as the purchaser of a futures contract (assume a long position).
The Portfolio pays a premium when it purchases an option on a futures
contract. In exchange for the premium, the Portfolio becomes entitled to
exercise the option, but is not required to do so. If the option cannot
be profitably exercised before it expires, the Portfolio's loss will be
limited to the amount of the premium and any transaction costs.

In addition, the Portfolio may write (sell) put and call
options on futures contracts for bona fide hedging and non-hedging
purposes. Writing a put option on a futures contract generates a premium,

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<PAGE>

which may partially offset an increase in the price of securities that the
Portfolio intends to purchase. However, the Portfolio becomes obligated
to purchase a futures contract, which may have a value lower than the
exercise price. Conversely, writing a call option on a futures contract
generates a premium which may partially offset a decline in the value of
the Portfolio's assets. By writing a call option, the Portfolio becomes
obligated, in exchange for the premium, to sell a futures contract, which
may have a value higher than the exercise price.

The Portfolio may enter into closing purchase or sale
transactions in order to terminate a futures contract. The Portfolio may
close out an option which it has purchased or written by selling or
purchasing an offsetting option of the same series. There is no guarantee
that such closing transactions can be effected. The Portfolio's ability
to enter into closing transactions depends on the development and
maintenance of a liquid market, which may not exist at all times.

Although futures and options transactions are intended to
enable the Portfolio to manage interest rate or stock market risks,
unanticipated changes in interest rates or market prices could result in
poorer performance than if the Portfolio had not entered into such
transactions. Even if N&B Management correctly predicts interest rate or
market price movements, a hedge could be unsuccessful if changes in the
value of the Portfolio's futures position do not correspond to changes in
the value of its investments. This lack of correlation between the
Portfolio's futures and securities positions may be caused by differences
between the futures and securities markets or by differences between the
securities underlying the Portfolio's futures position and the securities
held by or to be purchased for the Portfolio. N&B Management attempts to
minimize these risks through careful selection and monitoring of the
Portfolio's futures and options positions. The ability to predict the
direction of the securities markets and interest rates involves skills
different from those used in selecting securities.

The prices of futures contracts depend primarily on the
value or level of the securities or indices on which they are based.
Because there are a limited number of types of futures contracts, it is
likely that the standardized futures contracts available to the Portfolio
will not exactly match the securities the Portfolio wishes to hedge or
intends to purchase, and consequently will not provide a perfect hedge
against all price fluctuations. To compensate for differences in
historical volatility between positions the Portfolio wishes to hedge and
the standardized futures contracts available to it, the Portfolio may
purchase or sell futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase.

Foreign Currency Transactions (Neuberger & Berman
International Portfolio). The Portfolio may engage in foreign currency
exchange transactions. Such transactions are conducted either on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market, or through entering into forward contracts to purchase or
sell foreign currencies. The Portfolio may enter into forward contracts

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<PAGE>

in order to protect against uncertainty in the level of future foreign
currency exchange rates and may also enter into forward contracts for non-
hedging purposes. A forward contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed
number of days (usually less than one year) from the date of the contract
agreed upon by the parties, at a price set at the time of the contract.
These contracts are traded in the interbank market directly between
traders (usually large commercial banks) and their customers. A forward
contract generally has no deposit requirement, and no commissions are
charged at any stage for trades, but foreign exchange dealers do realize a
profit based on the difference (the spread) between the prices at which
they are buying and selling various currencies.

When the Portfolio enters into a contract for the
purchase or sale of a security denominated in a foreign currency, it may
wish to "lock in" the U.S. dollar price of the security. By entering into
a forward contract for the purchase or sale, for a fixed amount of U.S.
dollars, of the amount of foreign currency involved in the underlying
security transactions, the Portfolio will be able to protect itself
against a possible loss. Such loss would result from an adverse change in
the relationship between the U.S. dollar and the foreign currency during
the period between the date on which the security is purchased or sold and
the date on which payment is made or received.

When N&B Management believes that the currency of a
particular foreign country may suffer a substantial decline against the
U.S. dollar, the Portfolio may also enter into a forward contract to sell,
for a fixed amount of dollars, an amount of foreign currency which
approximates the value of some or all of the portfolio securities
denominated in such foreign currency. The precise matching of the forward
contract amounts and the value of the Portfolio's foreign currency
denominated securities will not generally be possible, since the value of
such securities will change as a consequence of market movements between
the date the forward contract is entered into and the date it matures.

The Portfolio may also engage in proxy-hedging by using
forward contracts in one currency to hedge against fluctuations in the
value of securities denominated in a different currency, when N&B
Management believes that there is a pattern of correlation between the two
currencies. The Portfolio may also purchase and sell forward contracts
for non-hedging purposes when N&B Management anticipates that a foreign
currency will appreciate or depreciate in value, but securities in that
currency do not present attractive investment opportunities and are not
held in the Portfolio's investment portfolio.

When the Portfolio engages in foreign currency
transactions for hedging purposes, it will not enter into forward
contracts to sell currency or maintain a net exposure to such contracts if
their consummation would obligate the Portfolio to deliver an amount of
foreign currency materially in excess of the value of the Portfolio's

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<PAGE>

portfolio securities or other assets denominated in that currency. At the
consummation of the forward contract, the Portfolio may either make
delivery of the foreign currency or terminate its contractual obligation
to deliver by purchasing an offsetting contract obligating it to purchase
the same amount of such foreign currency at the same maturity date. If
the Portfolio chooses to make delivery of the foreign currency, it may be
required to obtain such currency through the sale of portfolio securities
denominated in such currency or through conversion of other assets of the
Portfolio into such currency. If the Portfolio engages in an offsetting
transaction, it will incur a gain or a loss to the extent that there has
been a change in forward contract prices. Closing purchase transactions
with respect to forward contracts are usually made with the currency
trader who is a party to the original forward contract.

The Portfolio is not required to enter into such
transactions and will not do so unless deemed appropriate by N&B
Management.

Using forward contracts to protect the value of the
Portfolio's securities against a decline in the value of a currency does
not eliminate fluctuations in the underlying prices of the securities. It
simply establishes a rate of exchange which can be achieved at some future
point in time. The precise projection of short-term currency market
movements is not possible, and short-term hedging provides a means of
fixing the dollar value of only a portion of the Portfolio's foreign
assets.

While the Portfolio may enter into forward contracts to
reduce currency exchange rate risks, transactions in such contracts
involve certain other risks. Thus, while the Portfolio may benefit from
such transactions, unanticipated changes in currency exchange rates may
result in a poorer overall performance for the Portfolio than if it had
not engaged in any such transactions. Moreover, there may be imperfect
correlation between the Portfolio's holdings of securities denominated in
a particular currency and forward contracts entered into by the Portfolio.
Such imperfect correlation may cause the Portfolio to sustain losses or
may prevent the Portfolio from achieving a complete hedge. The Portfolio
may experience delays in the settlement of its foreign currency
transactions.

An issuer of fixed income securities purchased by the
Portfolio may be domiciled in a country other than the country in whose
currency the instrument is denominated. The Portfolio may also invest in
debt securities denominated in the European Currency Unit ("ECU"), which
is a "basket" consisting of a specified amount of the currencies of
certain of the member states of the European Union. The specific amounts
of currencies comprising the ECU may be adjusted by the Council of
Ministers of the European Union from time to time to reflect changes in
relative values of the underlying currencies. In addition, the Portfolio
may invest in securities denominated in other currency baskets. The
market for ECUs may become illiquid at times of uncertainty or rapid

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change in the European currency markets, limiting the Portfolio's ability
to prevent potential losses.

Currency Futures and Options Thereon (Neuberger & Berman
International Portfolio). The Portfolio may enter into currency futures
contracts and options on such futures contracts in domestic and foreign
markets and may do so for hedging or non-hedging purposes (i.e., in an
effort to enhance income) as defined in CFTC regulations. The Portfolio
may sell a currency futures contract or a call option, or it may purchase
a put option on such futures contract, if N&B Management anticipates that
exchange rates for a particular currency will fall. Such a transaction
will be used as a hedge (or, in the case of a sale of a call option, a
partial hedge) against a decrease in the value of the Portfolio's
securities denominated in such currency. If N&B Management anticipates
that a particular currency will rise, the Portfolio may purchase a
currency futures contract or a call option to protect against an increase
in the price of securities which are denominated in a particular currency
and which the Portfolio intends to purchase. The Portfolio may also
purchase a currency futures contract, or a call option thereon, for non-
hedging purposes when N&B Management anticipates that a particular
currency will appreciate in value, but securities denominated in that
currency do not present an attractive investment and are not included in
the Portfolio's portfolio.

The sale of a currency futures contract creates an
obligation by the Portfolio, as seller, to deliver the amount of currency
called for in the contract at a specified future time for a specified
price. The purchase of a currency futures contract creates an obligation
by the Portfolio, as purchaser, to take delivery of an amount of currency
at a specified future time at a specified price. Although the terms of
currency futures contracts specify actual delivery or receipt, in most
instances the contracts are closed out before the settlement date without
the parties making or taking delivery of the currency. A currency futures
contract is closed out by entering into an offsetting purchase or sale
transaction. To close out a currency futures contract sold by the
Portfolio, the Portfolio purchases a currency futures contract for the
same aggregate amount of currency and same delivery date. If the price in
the sale exceeds the price in the offsetting purchase, the Portfolio is
immediately paid the difference. Similarly, to close out a currency
futures contract purchased by the Portfolio, the Portfolio sells a
currency futures contract. If the offsetting sale price exceeds the
purchase price, the Portfolio realizes a gain. Likewise, if the
offsetting sale price is less than the purchase price, the Portfolio
realizes a loss.

Unlike a currency futures contract, which requires the
parties to buy and sell currency on a set date, an option on a futures
contract entitles its holder to decide on or before a future date whether
to enter into such a contract. If the holder decides not to enter into
the contract, the premium paid for the option is lost. For the holder of
an option, there are no daily payments of cash for variation margin to

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<PAGE>

reflect changes in the value of the underlying contract, as there are by a
purchaser or seller of a currency futures contract.

A risk in employing currency futures contracts to protect
against price volatility of portfolio securities which are denominated in
a particular currency is that the prices of such currency futures
contracts may not completely correlate with the cash prices of the
Portfolio's securities. The correlation may be distorted by the fact that
the currency futures market may be dominated by short-term traders seeking
to profit from changes in exchange rates. This would reduce the value of
such contracts used for hedging purposes over a short-term period. Such
distortions are generally minor and would diminish as the contract
approaches maturity. Another risk is that N&B Management could be
incorrect in its expectation as to the direction or extent of various
exchange rate movements or the time span within which such movements will
take place. When the Portfolio purchases currency futures contracts, an
amount of securities, cash, or cash equivalents equal to the market value
of the currency futures contract (minus any required margin) will be
deposited in a segregated account to collateralize the position and
thereby limit the use of such futures contracts.

Put and call options on currency futures have
characteristics similar to those of other options. In particular, the
ability to establish and close out positions on such options will be
subject to the development and maintenance of a liquid secondary market
for such options.

Options on Foreign Currencies (Neuberger & Berman
International Portfolio). The Portfolio may purchase options on foreign
currencies for hedging purposes in a manner similar to currency futures
contracts or forward contracts. For example, a decline in the dollar
value of a foreign currency in which portfolio securities are denominated
will reduce the dollar value of such securities, even if their value in
the foreign currency remains constant. In order to protect against such
decreases in the value of portfolio securities, the Portfolio may purchase
put options on the foreign currency. If the value of the currency
declines, the Portfolio will have the right to sell such currency for a
fixed amount of dollars which exceeds the market value of such currency.
This would result in a gain that may offset, in whole or in part, the
negative effect of currency depreciation on the value of the Portfolio's
securities denominated in that currency.

Conversely, if a rise in the dollar value of a currency
is projected for securities to be acquired by the Portfolio, thereby
increasing the cost of such securities, the Portfolio may purchase call
options on such currency. If the value of the currency increases
sufficiently, the Portfolio will have the right to purchase such currency
for a fixed amount of dollars which is less than the market value of such
currency. Such a purchase would result in a gain that may offset, at
least partially, the effect of any currency-related increase in the price
of securities the Portfolio intends to acquire.

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<PAGE>

As in the case of other types of options transactions,
however, the benefit the Portfolio derives from purchasing foreign
currency options will be reduced by the amount of the premium and related
transaction costs. In addition, if currency exchange rates do not move in
the direction or to the extent anticipated, the Portfolio could sustain
losses on transactions in foreign currency options which would deprive it
of all or a portion of the benefits of advantageous changes in such rates.

The Portfolio may also write options on foreign
currencies for hedging purposes. For example, if N&B Management
anticipates a decline in the dollar value of foreign currency denominated
securities because of declining exchange rates, the Portfolio could,
instead of purchasing a put option, write a call option on the relevant
currency. If the expected decline occurs, the option most likely will not
be exercised, and the decrease in value of portfolio securities will be
offset, at least partially, by the amount of the premium received by the
Portfolio.

Similarly, the Portfolio could write a put option on the
relevant currency, instead of purchasing a call option, to hedge against
an anticipated increase in the dollar cost of securities to be acquired.
If exchange rates move in the manner projected, the put option most likely
will expire unexercised and allow the Portfolio to offset such increased
cost up to the amount of the premium.

However, as in the case of other types of options
transactions, the writing of a foreign currency option will constitute
only a partial hedge up to the amount of the premium and only if rates
move in the expected direction. If unanticipated exchange rate
fluctuations occur, the option may be exercised, and the Portfolio would
be required to purchase or sell the underlying currency at a loss which
may not be fully offset by the amount of the premium. As a result of
writing options on foreign currencies, the Portfolio also may be required
to forego all or a portion of the benefits which might otherwise have been
obtained from favorable movements in currency exchange rates.

The Portfolio may purchase call options on foreign
currencies for non-hedging purposes when N&B Management anticipates that a
currency will appreciate in value, but securities denominated in that
currency do not present attractive investment opportunities and are not
included in the Portfolio's portfolio. The Portfolio may write (sell) put
and covered call options on any currency in order to realize greater
income than would be realized on portfolio securities alone. However, in
writing covered call options for income, the Portfolio may forego the
opportunity to profit from an increase in the market value of the
underlying currency. Also, when writing put options, the Portfolio
accepts, in return for the option premium, the risk that it may be
required to purchase the underlying currency at a price in excess of the
currency's market value at the time of purchase.

The Portfolio would normally purchase call options for
non-hedging purposes in anticipation of an increase in the market value of

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a currency. The Portfolio would ordinarily realize a gain if, during the
option period, the value of such currency exceeded the sum of the exercise
price, the premium paid and transaction costs. Otherwise the Portfolio
would realize either no gain or a loss on the purchase of the call option.
Put options may be purchased by the Portfolio for the purpose of
benefiting from a decline in the value of currencies which it does not
own. The Portfolio would ordinarily realize a gain if, during the option
period, the value of the underlying currency decreased below the exercise
price sufficiently to more than cover the premium and transaction costs.
Otherwise the Portfolio would realize either no gain or a loss on the
purchase of the put option.

A call option on foreign currency written by the
Portfolio is "covered" if the Portfolio owns the underlying foreign
currency, or if it has an absolute and immediate right to acquire that
foreign currency without additional cash consideration. A call option is
also covered if the Portfolio holds a call on the same foreign currency
for the same principal amount as the call written where the exercise price
of the call held is (1) equal to or less than the exercise price of the
call written or (2) greater than the exercise price of the call written if
the amount of the difference is maintained by the Portfolio in cash or
appropriate liquid securities in a segregated account with its custodian.

Limitations on Options, Futures Contracts and Foreign
Currency Transactions. The Portfolio is required to maintain margin
deposits with, or for the benefit of, futures commission merchants through
which it effects futures transactions. The Portfolio must deposit initial
margin each time it enters into a futures contract. Such initial margin
is usually equal to a percentage of the contract's value. In addition,
daily variation margin payments in cash are required to reflect gains and
losses on open futures positions. As a result, the Portfolio may be
required to make additional margin payments during the term of a futures
contract. The Portfolio may not purchase or sell futures contracts
(including currency futures contracts) or related options (including
certain options on foreign currencies) on foreign or U.S. exchanges if
immediately thereafter the aggregate amount of initial margin deposits and
premiums paid on the Portfolio's existing positions (excluding futures
contracts and options entered into for bona fide hedging purposes and net
of the amount the options are "in the money") would exceed 5% of the
market value of the Portfolio's net assets. When the Portfolio purchases
futures contracts or writes put options thereon, the Portfolio will
deposit an amount of cash, cash equivalents or securities denominated in
the appropriate currency equal to the market value of the futures
contracts and options (less any related margin deposits) in a segregated
account with its custodian to collateralize the position, thereby limiting
the use of such futures contracts. Pursuant to an undertaking made to a
state securities administrator, the Portfolio will not invest more than 5%
of its total assets in instruments commonly known as options, financial
futures, or stock index futures, other than hedging positions or positions
that are covered by cash or securities. Also, the Portfolio has
undertaken that it will not invest more than 5% of its total assets in
puts, calls, straddles, spreads, or any combination thereof.

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When the Portfolio enters into forward contracts for the
sale or purchase of currencies, the Portfolio will either cover its
position or establish a segregated account. The Portfolio will consider
its position covered if it owns securities in the currency subject to the
forward contract, which are at least equal in value to the amount of
currency the Portfolio is obligated to deliver, or if it otherwise has the
right to obtain that currency at no additional cost. In the alternative,
the Portfolio will place cash which is not available for investment or
appropriate liquid securities in a segregated account. The amounts in
such segregated account will equal the value of the Portfolio's assets
which are committed to the consummation of foreign currency exchange
contracts. If the value of the securities placed in the segregated
account declines, the Portfolio will place additional cash or securities
in the account on a daily basis so that the value of the account will
equal the amount of the Portfolio's commitments with respect to such
contracts.

The extent to which the Portfolio may enter into futures
and options transactions may be limited by the requirements of federal
income tax law applicable to Neuberger & Berman International Fund for
qualification as a RIC. See "Additional Tax Information."

Short Sales (Neuberger & Berman International Portfolio).
The Portfolio may enter into short sales of securities to the extent
permitted by its non-fundamental investment policies and limitations.
Under applicable guidelines of the SEC staff, if the Portfolio engages in
a short sale (other than a short sale against-the-box), it must put in a
segregated account (not with the broker) an amount of cash or appropriate
liquid securities equal to the difference between (1) the market value of
the securities sold short at the time they were sold short and (2) any
cash or securities required to be deposited as collateral with the broker
in connection with the short sale (not including the proceeds from the
short sale). In addition, until the Portfolio replaces the borrowed
security, it must daily maintain the segregated account at such a level
that (1) the amount deposited in it plus the amount deposited with the
broker as collateral equals the current market value of the securities
sold short, and (2) the amount deposited in it plus the amount deposited
with the broker as collateral is not less than the market value of the
securities at the time they were sold short.

The effect of short selling on the Portfolio is similar
to the effect of leverage. Short selling may exaggerate changes in the
Portfolio's and Neuberger & Berman International Fund's NAVs. Short
selling may also produce higher than normal portfolio turnover, which may
result in increased transaction costs to the Portfolio and gains from the
sale of securities deemed to have been held for less than three months.
Such gains must be limited in order for Neuberger & Berman International
Fund to continue to qualify as a RIC. See "Additional Tax Information."

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Fixed Income Securities (All Portfolios). While the
emphasis of the Portfolios' investment programs is on common stocks and
other equity securities, the Portfolios may also invest in money market
instruments, U.S. Government or Agency Securities, and other fixed income
securities. Each Portfolio may invest in corporate bonds and debentures
receiving one of the four highest ratings from Standard & Poor's ("S&P"),
Moody's Investors Service, Inc. ("Moody's"), or any other nationally
recognized statistical rating organization ("NRSRO") or, if not rated by
any NRSRO, deemed comparable by N&B Management to such rated securities
("Comparable Unrated Securities"). In addition, Neuberger & Berman
Partners Portfolio may invest up to 15% of its net assets in corporate
debt securities rated below investment grade or Comparable Unrated
Securities.

Neuberger & Berman International Portfolio may invest up
to 5% of its net assets in foreign corporate bonds and debentures and
sovereign debt instruments issued or guaranteed by foreign governments,
their agencies or instrumentalities. Neuberger & Berman International
Portfolio may invest in debt securities of any rating, including those
rated below investment grade and Comparable Unrated Securities. Foreign
debt securities are subject to risks similar to those of other foreign
securities.

The ratings of an NRSRO represent its opinion as to the
quality of securities it undertakes to rate. Ratings are not absolute
standards of quality; consequently, securities with the same maturity,
coupon, and rating may have different yields. Although the Portfolios may
rely on the ratings of any NRSRO, the Portfolios primarily refer to rat-
ings assigned by S&P and Moody's, which are described in Appendix A to
this SAI.

Fixed income securities are subject to the risk of an
issuer's inability to meet principal and interest payments on its
obligations ("credit risk") and are subject to price volatility due to
such factors as interest rate sensitivity, market perception of the
creditworthiness of the issuer, and market liquidity ("market risk").
Lower-rated securities are more likely to react to developments affecting
market and credit risk than are more highly rated securities, which react
primarily to movements in the general level of interest rates. Debt
securities in the lowest rating categories may involve a substantial risk
of default or may be in default. Changes in economic conditions or
developments regarding the individual issuer are more likely to cause
price volatility and weaken the capacity of the issuer of such securities
to make principal and interest payments than is the case for higher-grade
debt securities. An economic downturn affecting the issuer may result in
an increased incidence of default. The market for lower-rated securities
may be thinner and less active than for higher-rated securities. Pricing
of thinly traded securities requires greater judgment than pricing of
securities for which market transactions are regularly reported. N&B

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<PAGE>

Management will invest in such securities only when it concludes that the
anticipated return on such an investment to Neuberger & Berman Partners
Portfolio or Neuberger & Berman International Portfolio warrants exposure
to the additional level of risk.

Subsequent to its purchase by a Portfolio, an issue of
debt securities may cease to be rated or its rating may be reduced, so
that the securities would no longer be eligible for purchase by that
Portfolio. In such a case, Neuberger & Berman Socially Responsive
Portfolio will engage in an orderly disposition of the downgraded
securities, and each other Portfolio (except Neuberger & Berman
International Portfolio) will engage in an orderly disposition of the
downgraded securities to the extent necessary to ensure that the
Portfolio's holdings of such securities will not exceed 5% of its net
assets (15% in the case of Neuberger & Berman Partners Portfolio). N&B
Management will make a determination as to whether Neuberger & Berman
International Portfolio should dispose of the downgraded securities.

Commercial Paper (All Portfolios). Commercial paper is a
short-term debt security issued by a corporation or bank for purposes such
as financing current operations. The Portfolios may invest only in
commercial paper receiving the highest rating from S&P (A-1) or Moody's
(P-1), or deemed by N&B Management to be of comparable quality. Neuberger
& Berman International Portfolio may invest in such commercial paper as a
defensive measure, to increase liquidity, or as needed for segregated
accounts.

Each Portfolio may invest in commercial paper that cannot
be resold to the public without an effective registration statement under
the 1933 Act. While restricted commercial paper normally is deemed
illiquid, N&B Management may in certain cases determine that such paper is
liquid, pursuant to guidelines established by the Portfolio Trustees.

Zero Coupon Securities (Neuberger & Berman Partners and
Neuberger & Berman Socially Responsive Portfolios). Each of these Port-
folios may invest up to 5% of its net assets in zero coupon securities,
which are debt obligations that do not entitle the holder to any periodic
payment of interest prior to maturity or that specify a future date when
the securities begin to pay current interest. Zero coupon securities are
issued and traded at a discount from their face amount or par value. This
discount varies depending on prevailing interest rates, the time remaining
until cash payments begin, the liquidity of the security, and the
perceived credit quality of the issuer.

The discount on zero coupon securities ("original issue
discount") is taken into account by each Portfolio prior to the receipt of
any actual payments. Because each Fund must distribute substantially all
of its net income (including its pro rata share of its corresponding
Portfolio's original issue discount) to its shareholders each year for
income and excise tax purposes (see "Additional Tax Information --

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<PAGE>

Taxation of the Funds"), a Portfolio may have to dispose of portfolio
securities under disadvantageous circumstances to generate cash, or may be
required to borrow, to satisfy its corresponding Fund's distribution
requirements.

The market prices of zero coupon securities generally are
more volatile than the prices of securities that pay interest periodi-
cally. Zero coupon securities are likely to respond to changes in
interest rates to a greater degree than other types of debt securities
having similar maturities and credit quality.

Convertible Securities (All Portfolios). The Portfolios
may invest in convertible securities. A convertible security entitles the
holder to receive the interest paid or accrued on debt or the dividend
paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged. Before conversion, such securities
ordinarily provide a stream of income with generally higher yields than
common stocks of the same or similar issuers, but lower than the yield on
non-convertible debt. Convertible securities are usually subordinated to
comparable-tier non-convertible securities but rank senior to common stock
in a corporation's capital structure. The value of a convertible security
is a function of (1) its yield in comparison to the yields of other
securities of comparable maturity and quality that do not have a
conversion privilege and (2) its worth if converted into the underlying
common stock.

Convertible securities are typically issued by smaller
capitalization companies whose stock prices may be volatile. The price of
a convertible security often reflects variations in the price of the
underlying common stock in a way that non-convertible debt may not. A
convertible security may be subject to redemption at the option of the
issuer at a price established in the security's governing instrument. If
a convertible security held by a Portfolio is called for redemption, the
Portfolio will be required to convert it into the underlying common stock,
sell it to a third party or permit the issuer to redeem the security. Any
of these actions could have an adverse effect on the Portfolio's and the
corresponding Fund's ability to achieve their investment objectives.

Preferred Stock (All Portfolios). The Portfolios may
invest in preferred stock. Unlike interest payments on debt securities,
dividends on preferred stock are generally payable at the discretion of
the issuer's board of directors, although preferred shareholders may have
certain rights if dividends are not paid. Shareholders may suffer a loss
of value if dividends are not paid and generally have no legal recourse
against the issuer. The market prices of preferred stocks are generally
more sensitive to changes in the issuer's creditworthiness than are the
prices of debt securities.

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Neuberger & Berman Focus Portfolio - Description of Economic Sectors.
--------------------------------------------------------------------

Neuberger & Berman Focus Portfolio seeks to achieve its
investment objective by investing principally in common stocks in the
following thirteen multi-industry economic sectors, normally concentrating
at least 90% of its investments in not more than six such sectors:

(1) Autos and Housing Sector: Companies engaged in
design, production, or sale of automobiles, automobile parts, mobile
homes, or related products ("automobile industries") or design, construc-
tion, renovation, or refurbishing of residential dwellings. The value of
securities of companies in the automobile industries is affected by, among
other things, foreign competition, the level of consumer confidence and
consumer debt, and installment loan rates. The housing construction
industry may be affected by the level of consumer confidence and consumer
debt, mortgage rates, tax laws, and the inflation outlook.

(2) Consumer Goods and Services Sector: Companies
engaged in providing consumer goods or services, including design, pro-
cessing, production, sale, or storage of packaged, canned, bottled, or
frozen foods and beverages and design, production, or sale of home
furnishings, appliances, clothing, accessories, cosmetics, or perfumes.
Certain of these companies are subject to government regulation affecting
the use of various food additives and production methods, which could
affect profitability. Also, the success of food- and fashion-related
products may be strongly affected by fads, marketing campaigns, health
concerns, and other factors affecting supply and demand.

(3) Defense and Aerospace Sector: Companies engaged
in research, manufacture, or sale of products or services related to the
defense or aerospace industries, including air transport; data processing
or computer-related services; communications systems; military weapons or
transportation; general aviation equipment, missiles, space launch
vehicles, or spacecraft; machinery for guidance, propulsion, or control of
flight vehicles; and airborne or ground-based equipment essential to the
test, operation, or maintenance of flight vehicles. Because these
companies rely largely on U.S. (and foreign) governmental demand for their
products and services, their financial conditions are heavily influenced
by defense spending policies.

(4) Energy Sector: Companies involved in the
production, transmission, or marketing of energy from oil, gas, or coal,
as well as nuclear, geothermal, oil shale, or solar sources of energy (but
excluding public utility companies). Also included are companies that
provide component products or services for those activities. The value of
these companies' securities varies based on the price and supply of energy
fuels and may be affected by international politics, energy conservation,
the success of exploration projects, environmental considerations, and the
tax and other regulatory policies of various governments.

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<PAGE>

(5) Financial Services Sector: Companies providing
financial services to consumers or industry, including commercial banks
and savings and loan associations, consumer and industrial finance
companies, securities brokerage companies, leasing companies, and
insurance companies. These companies are subject to extensive
governmental regulations. Their profitability may fluctuate significantly
as a result of volatile interest rates, concerns about particular banks
and savings institutions, and general economic conditions.

(6) Health Care Sector: Companies engaged in design,
manufacture, or sale of products or services used in connection with the
provision of health care, including pharmaceutical companies; firms that
design, manufacture, sell, or supply medical, dental, or optical products,
hardware, or services; companies involved in biotechnology, medical
diagnostic, or biochemical research and development; and companies that
operate health care facilities. Many of these companies are subject to
government regulation and potential health care reforms, which could
affect the price and availability of their products and services. Also,
products and services of these companies could quickly become obsolete.

(7) Heavy Industry Sector: Companies engaged in
research, development, manufacture, or marketing of products, processes,
or services related to the agriculture, chemicals, containers, forest
products, non-ferrous metals, steel, or pollution control industries,
including synthetic and natural materials (for example, chemicals,
plastics, fertilizers, gases, fibers, flavorings, or fragrances), paper,
wood products, steel, and cement. Certain of these companies are subject
to state and federal regulation, which could require alteration or
cessation of production of a product, payment of fines, or cleaning of a
disposal site. Furthermore, because some of the materials and processes
used by these companies involve hazardous components, there are additional
risks associated with their production, handling, and disposal. The risk
of product obsolescence also is present.

(8) Machinery and Equipment Sector: Companies
engaged in the research, development, or manufacture of products,
processes, or services relating to electrical equipment, machinery,
pollution control, or construction services, including transformers,
motors, turbines, hand tools, earth-moving equipment, and waste disposal
services. The profitability of most of these companies may fluctuate
significantly in response to capital spending and general economic
conditions. As is the case for the heavy industry sector, there are risks
associated with the production, handling, and disposal of materials and
processes that involve hazardous components and the risk of product
obsolescence.

(9) Media and Entertainment Sector: Companies
engaged in design, production, or distribution of goods or services for
the media industries (including television or radio broadcasting or manu-
facturing, publishing, recordings and musical instruments, motion
pictures, and photography) and the entertainment industries (including
sports arenas, amusement and theme parks, gaming casinos, sporting goods,

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camping and recreational equipment, toys and games, travel-related
services, hotels and motels, and fast food and other restaurants). Many
products produced by companies in this sector -- for example, video and
electronic games -- may become obsolete quickly. Additionally, companies
engaged in television and radio broadcast are subject to government
regulation.

(10) Retailing Sector: Companies engaged in retail
distribution of home furnishings, food products, clothing,
pharmaceuticals, leisure products, or other consumer goods, including
department stores, supermarkets, and retail chains specializing in
particular items such as shoes, toys, or pharmaceuticals. The value of
these companies' securities fluctuates based on consumer spending pat-
terns, which depend on inflation and interest rates, the level of consumer
debt, and seasonal shopping habits. The success or failure of a company
in this highly competitive sector depends on its ability to predict
rapidly changing consumer tastes.

(11) Technology Sector: Companies that are expected
to have or develop products, processes, or services that will provide, or
will benefit significantly from, technological advances and improvements
or future automation trends, including semiconductors, computers and
peripheral equipment, scientific instruments, computer software,
telecommunications equipment, and electronic components, instruments, and
systems. These companies are sensitive to foreign competition and import
tariffs. Also, many of their products may become obsolete quickly.

(12) Transportation Sector: Companies involved in
providing transportation of people and products, including airlines, rail-
roads, and trucking firms. Revenues of these companies are affected by
fluctuations in fuel prices and government regulation of fares.

(13) Utilities Sector: Companies in the public
utilities industry and companies that derive a substantial majority of
their revenues through supplying public utilities (including companies
engaged in the manufacture, production, generation, transmission, or sale
of gas and electric energy) and that provide telephone, telegraph,
satellite, microwave, and other communication facilities to the public.
The gas and electric public utilities industries are subject to various
uncertainties, including the outcome of political issues concerning the
environment, prices of fuel for electric generation, availability of
natural gas, and risks associated with the construction and operation of
nuclear power facilities.

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Neuberger & Berman Socially Responsive Portfolio - Description of Social
Policy
------------------------------------------------------------------------

Background Information on Socially Responsive Investing

In an era when many people are concerned about the
relationship between business and society, socially responsive investing
("SRI") is a mechanism for assuring that investors' social values are
reflected in their investment decisions. As such, SRI is a direct
descendent of the successful effort begun in the early 1970's to encourage
companies to divest their South African operations and subscribe to the
Sullivan Principles. Today, a growing number of individuals and
institutions are applying similar strategies to a broad range of problems.

Although there are many strategies available to the
socially responsive investor, including proxy activism, below-market loans
to community projects, and venture capital, the SRI strategies used by the
Portfolio generally fall into two categories:

Avoidance Investing. Most socially responsive investors
seek to avoid holding securities of companies whose products or policies
are seen as being at odds with the social good. The most common
exclusions historically have involved tobacco companies and weapons
manufacturers.

Leadership Investing. A growing number of investors
actively look for companies with progressive programs that are exemplary
or companies which make it their business to try to solve some of the
problems of today's society.

The marriage of social and financial objectives would not
have surprised Adam Smith, who was, first and foremost, a moral
philosopher. The Wealth of Nations is firmly rooted in the Enlightenment
conviction that the purpose of capital is the social good and the related
belief that idle capital is both wasteful and unethical. But, what very
likely would have surprised Smith is the sheer complexity of the social
issues we face today and the diversity of our attitudes toward the social
good. War and peace, race and gender, the distribution of wealth, and the
conservation of natural resources -- the social agenda is long and
compelling. It is also something about which reasonable people differ.
What should society's priorities be? What can and should be done about
them? And what is the role of business in addressing them? Since
corporations are on the front lines of so many key issues in today's
world, a growing number of investors feel that a corporation's role cannot
be ignored. This is true of some of the most important issues of the day
such as equal opportunity and the environment.

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The Socially Responsive Database

Neuberger & Berman, LLC ("Neuberger & Berman"), the
Portfolio's sub-adviser, maintains a database of information about the
social impact of the companies it follows. N&B Management uses the
database to evaluate social issues after it deems a stock acceptable from
a financial standpoint for acquisition by the Portfolio. More and more
frequently, however, N&B Management is finding that, by monitoring social
issues, it gains insight into the financial well-being of a company
because of a convergence of social and financial criteria on a company's
bottom line. This is especially evident in the areas of product quality
and marketing, workforce diversity, and the environment. The aim of the
database is to be as comprehensive as possible, given that much of the
information concerning corporate responsibility comes from subjective
sources. Information for the database is gathered by Neuberger & Berman
in many categories and then analyzed by N&B Management in the following
six categories of corporate responsibility:

Workplace Diversity and Employment. N&B Management looks
for companies that show leadership in areas such as employee training and
promotion policies and benefits, such as flextime, generous profit
sharing, and parental leave. N&B Management looks for active programs to
promote women and minorities and takes into account their representation
among the officers and members of an issuer's board of directors. As a
basis for exclusion, N&B Management looks for Equal Employment Opportunity
Act infractions and Occupational Safety and Health Act violations;
examines each case in terms of severity, frequency, and time elapsed since
the incident; and considers actions taken by the company since the
violation. N&B Management also monitors companies' progress and attitudes
toward these issues.

Environment. A company's impact on the environment
depends largely on the industry. Therefore, N&B Management examines a
company's environmental record vis-a-vis those of its peers in the
industry. All companies operating in an industry with inherently high
environmental risks are likely to have had problems in such areas as toxic
chemical emissions, federal and state fines, and Superfund sites. For
these companies, N&B Management examines their problems in terms of
severity, frequency, and elapsed time. N&B Management then balances the
record against whatever leadership the company may have demonstrated in
terms of environmental policies, procedures, and practices. N&B
Management defines an environmental leadership company as one that puts
into place strong affirmative programs to minimize emissions, promote
safety, reduce waste at the source, insure energy conservation, protect
natural resources, and incorporate recycling into its processes and
products. N&B Management looks for the commitment and active involvement
of senior management in all these areas. Several major manufacturers
which still produce substantial amounts of pollution are among the leaders
in developing outstanding waste source reduction and remediation programs.

Product. N&B Management considers company announcements,
press reports, and public interest publications relating to the health,

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safety, quality, labeling, advertising, and promotion of both consumer and
industrial products. N&B Management takes note of companies with a strong
commitment to quality and with marketing practices which are ethical and
consumer-friendly. N&B Management pays particular attention to companies
whose products and services promote progressive solutions to social
problems.

Public Health. N&B Management measures the participation
of companies in such industries and markets as alcohol, tobacco, gambling
and nuclear power. N&B Management also considers the impact of products
and marketing activities related to those products on nutritional and
other health concerns, both domestically and in foreign markets.

Weapons. N&B Management keeps track of domestic military
sales and, whenever possible, foreign military sales and categorizes them
as nuclear weapons related, other weapons related, and non-weapon military
supplies, such as micro-chip manufacturers and companies that make
uniforms for military personnel.

Corporate Citizenship. N&B Management gathers
information about a company's participation in community affairs, its
policies with respect to charitable contributions, and its support of
education and the arts. N&B Management looks for companies with a focus,
dealing with issues not just by making financial contributions, but also
by asking the questions: What can we do to help? What do we have to
offer? Volunteerism, high-school mentoring programs, scholarships and
grants, and in-kind donations to specific groups are just a few ways that
companies have responded to these questions.

Implementation of Social Policy

Companies deemed acceptable by N&B Management from a
financial standpoint are analyzed using Neuberger & Berman's database.
The companies are then evaluated by the portfolio managers to determine if
the companies' policies, practices, products, and services withstand
scrutiny in the following major areas of concern: the environment and
workplace diversity and employment. Companies are then further evaluated
to determine their track record in issues and areas of concern such as
public health, weapons, product, and corporate citizenship.

The issues and areas of concern that are tracked lend
themselves to objective analysis in varying degrees. Few, however, can be
resolved entirely on the basis of scientifically demonstrable facts.
Moreover, a substantial amount of important information comes from sources
that do not purport to be disinterested. Thus, the quality and usefulness
of the information in the database depend on Neuberger & Berman's ability
to tap a wide variety of sources and on the experience and judgment of the
people at N&B Management who interpret the information.

In applying the information in the database to stock
selection for the Portfolio, N&B Management considers several factors.

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<PAGE>

N&B Management examines the severity and frequency of various infractions,
as well as the time elapsed since their occurrence. N&B Management also
takes into account any remedial action which has been taken by the company
relating to these infractions. N&B Management notes any quality
innovations made by the company in its effort to create positive change
and looks at the company's overall approach to social issues.

PERFORMANCE INFORMATION

Each Fund's performance figures are based on historical
results and are not intended to indicate future performance. The share
price and total return of each Fund will vary, and an investment in a
Fund, when redeemed, may be worth more or less than an investor's original
cost.

Total Return Computations
-------------------------

Each Fund may advertise certain total return information.
An average annual compounded rate of return ("T") may be computed by using
the redeemable value at the end of a specified period ("ERV") of a
hypothetical initial investment of $1,000 ("P") over a period of time
("n") according to the formula:
n
P(1+T) = ERV

Average annual total return smooths out year-to-year
variations in performance and, in that respect, differs from actual year-
to-year results.

The average annual total returns for Neuberger & Berman
Manhattan Fund and its predecessor for the one-, five-, and ten-year
periods ended August 31, 1996, were -2.91%, +11.12%, and +11.12%,
respectively. If an investor had invested $1,000 in the Fund's or its
predecessor's shares on September 1, 1995, September 1, 1991, and
September 1, 1986, the NAV of that investor's holdings would have been
$971, $1,694, and $2,871, respectively, on August 31, 1996. Appendix B to
this SAI includes a table showing the results of an investment in the
Fund's predecessor of $100,000 on March 1, 1979, when N&B Management
became its investment adviser, and a systematic withdrawal plan under
which, on a monthly basis, 8% of the initial investment was withdrawn each
year through August 31, 1996, plus other tables.

The average annual total returns for Neuberger & Berman
Genesis Fund and its predecessor for the one- and five-year periods ended
August 31, 1996, and for the period from September 27, 1988 (commencement
of operations) through August 31, 1996, were +21.32%, +14.71%, and
+13.61%, respectively. If an investor had invested $1,000 in that
predecessor's shares on September 27, 1988, the NAV of that investor's

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<PAGE>

holdings would have been $2,752 on August 31, 1996. Appendix B to this
SAI includes a table showing the growth of an investment in the Fund's
predecessor of $10,000 on September 27, 1988 through August 31, 1996.

The average annual total returns for Neuberger & Berman
Focus Fund and its predecessor for the one-, five-, and ten-year periods
ended August 31, 1996, were +3.70%, +15.90%, and +13.40%, respectively.
Appendix B to this SAI includes a table showing the growth of an
investment in the Fund's predecessor of $200,000 on October 19, 1955, the
date of its inception, and a systematic withdrawal plan under which, on a
monthly basis, 10% of the initial investment was withdrawn each year
through August 31, 1996, plus other tables.

The average annual total returns for Neuberger & Berman
Guardian Fund and its predecessor for the one-, five-, and ten-year
periods ended August 31, 1996, were +5.27%, +15.09%, and +13.32%, respec-
tively. Appendix B to this SAI includes tables showing (1) the results,
in 5-year increments, of an investment of $200,000 in that predecessor on
June 1, 1950, the date of its inception, and a systematic withdrawal plan
under which, 10% of the initial investment was withdrawn each year, on a
monthly basis, and (2) the results of investing $5,000 per year at the
highest and lowest prices per share during each year of the Fund or its
predecessor since 1980, plus other tables.

The average annual total returns for Neuberger & Berman
Partners Fund and its predecessor for the one-, five-, and ten-year
periods ended August 31, 1996, were +13.86%, +15.22%, and +12.59%, respec-
tively. Appendix B to this SAI includes tables showing (1) the results of
an investment of $100,000 in that predecessor on January 1, 1977, and a
systematic withdrawal plan under which, on a monthly basis, 8% of the
initial investment was withdrawn each year, and (2) the results of
investing $5,000 per year at the highest and lowest prices per share of
the Fund or its predecessor since 1980, plus other tables.

The average annual total returns for Neuberger & Berman
Socially Responsive Fund for the one-year period ended August 31, 1996,
and for the period from March 16, 1994 (commencement of operations)
through August 31, 1996, were +20.19% and +15.50%, respectively.

The average annual total returns for Neuberger & Berman
International Fund for the one-year period ended August 31, 1996, and for
the period from June 15, 1994 (commencement of operations) through
August 31, 1996, were +11.73% and +8.53%, respectively. During the period
from June 15, 1994 through November 1, 1995, the then investment adviser
to Neuberger & Berman International Portfolio and N&B Management, as the
Fund's administrator, reimbursed certain expenses of the Portfolio and the
Fund, respectively. Such action had the effect of increasing total

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<PAGE>

return. If an investor had invested $10,000 in the Fund's shares on June
15, 1994, the NAV of that investor's holdings would have been $11,991 on
August 31, 1996.

BNP-N&B Global Asset Management L.P. ("BNP-N&B Global"),
a joint venture of Banque Nationale de Paris ("BNP") and Neuberger &
Berman, served as the investment adviser to Neuberger & Berman
International Portfolio from its inception until November 1, 1995. On
that date, N&B Management became that Portfolio's investment manager, and
Neuberger & Berman became its sub-adviser; there has been no change in the
personnel responsible for daily management of the Portfolio.

Comparative Information
-----------------------

Prior to January 5, 1989, the investment policies of the
predecessor of Neuberger & Berman Focus Fund required that at least 80% of
its investments normally be in energy-related investments; prior to
November 1, 1991, those investment policies required that at least 25% of
its investments normally be in the energy sector. Neuberger & Berman
Focus Fund may be required, under applicable law, to include information
reflecting the predecessor's performance and expenses for periods before
November 1, 1991, in its advertisements, sales literature, financial
statements, and other documents filed with the SEC and/or provided to
current and prospective shareholders. Investors should be aware that such
information may not accurately reflect the level of performance and
expenses that would have been experienced had the predecessor been
operating under the Fund's current investment policies.

From time to time each Fund's performance may be compared
with:

(1) data (that may be expressed as rankings or
ratings) published by independent services or
publications (including newspapers, newsletters, and
financial periodicals) that monitor the performance of
mutual funds, such as Lipper Analytical Services, Inc.,
C.D.A. Investment Technologies, Inc., Wiesenberger
Investment Companies Service, Investment Company Data
Inc., Morningstar, Inc., Micropal Incorporated, and
quarterly mutual fund rankings by Money, Fortune, Forbes,
Business Week, Personal Investor, and U.S. News & World
Report magazines, The Wall Street Journal, New York
Times, Kiplingers Personal Finance, and Barron's News-
paper, or

(2) recognized stock and other indices, such as
the S&P 500 Composite Stock Price Index ("S&P 500
Index"), S&P Small Cap 600 Index ("S&P 600 Index"), S&P
Mid Cap 400 Index ("S&P 400 Index"), Russell 2000 Stock
Index, Dow Jones Industrial Average ("DJIA"), Wilshire
1750, Nasdaq Composite Index, Value Line Index, U.S.

- 64 -
<PAGE>

Department of Labor Consumer Price Index ("Consumer Price
Index"), College Board Survey of Colleges Annual
Increases of College Costs, Kanon Bloch's Family
Performance Index, the Barra Growth Index, the Barra
Value Index, the EAFE(REGISTERED TRADEMARK) Index, the
Financial Times World XUS Index, and various other
domestic, international, and global indices. The S&P 500
Index is a broad index of common stock prices, while the
DJIA represents a narrower segment of industrial compa-
nies. The S&P 600 Index includes stocks that range in
market value from $27 million to $880 million, with an
average of $302 million. The S&P 400 Index measures mid-
sized companies with an average market capitalization of
$1.2 billion. The EAFE(REGISTERED TRADEMARK) Index is an
unmanaged index of common stock prices of more than 900
companies from Europe, Australia, and the Far East
translated into U.S. dollars. The Financial Times World
XUS Index is an index of 24 international markets,
excluding the U.S. market. Each assumes reinvestment of
distributions and is calculated without regard to tax
consequences or the costs of investing. Each Portfolio
may invest in different types of securities from those
included in some of the above indices.

Neuberger & Berman Socially Responsive Fund may also be
compared to various socially responsive indices. These include The Domini
Social Index and the indices developed by the quantitative department of
Prudential Securities, such as that department's Large and Mid-Cap
portfolio indices for various breakdowns ("Sin" Stock Free, Cigarette-
Stock Free, S&P Composite, etc.).

Evaluations of the Funds' performance, their total
returns, and comparisons may be used in advertisements and in information
furnished to current and prospective shareholders (collectively,
"Advertisements"). The Funds may also be compared to individual asset
classes such as common stocks, small-cap stocks, or Treasury bonds, based
on information supplied by Ibbotson and Sinquefield.

Other Performance Information
-----------------------------

From time to time, information about a Portfolio's
portfolio allocation and holdings as of a particular date may be included
in Advertisements for the corresponding Fund. This information, for
example, may include the Portfolio's portfolio diversification by asset
type or, in the case of Neuberger & Berman Socially Responsive Portfolio,
by the social characteristics of companies owned. Information used in
Advertisements may include statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be
employed to meet specific financial goals, such as (1) funding retirement,

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<PAGE>

(2) paying for children's education, and (3) financially supporting aging
parents.

N&B Management believes that many of its common stock
funds may be attractive investment vehicles for conservative investors who
are interested in long-term appreciation from stock investments, but who
have a moderate tolerance for risk. Such investors may include, for
example, individuals (1) planning for or facing retirement, (2) receiving
or expecting to receive lump-sum distributions from individual retirement
accounts ("IRAs"), self-employed individual retirement plans ("Keogh
plans"), or other retirement plans, (3) anticipating rollovers of CDs or
IRAs, Keogh plans, or other retirement plans, and (4) receiving a
significant amount of money as a result of inheritance, sale of a
business, or termination of employment.

Investors who may find Neuberger & Berman Partners Fund,
Neuberger & Berman Guardian Fund or Neuberger & Berman Focus Fund to be an
attractive investment vehicle also include parents saving to meet college
costs for their children. For instance, the cost of a college education
is rapidly approaching the cost of the average family home. Four years'
tuition, room and board at a top private institution can already cost over
$80,000. If college expenses continue to increase at current rates, by
the time today's pre-schooler enters the ivy-covered halls in 2009, four
years at a private college may easily cost $200,000!3/

Information relating to inflation and its effects on the
dollar also may be included in Advertisements. For example, after ten
years, the purchasing power of $25,000 would shrink to $16,621, $14,968,
$13,465, and $12,100, respectively, if the annual rates of inflation
during that period were 4%, 5%, 6%, and 7%, respectively. (To calculate
the purchasing power, the value at the end of each year is reduced by the
inflation rate for the ten-year period.)

Information regarding the effects of automatic invest-
ment, systematic withdrawal plans, investing at market highs and/or lows,
and investing early versus late for retirement plans also may be included
in Advertisements, if appropriate.

From time to time the investment philosophy of N&B Man-
agement's founder, Roy R. Neuberger, may be included in the Funds'
Advertisements. This philosophy is described in further detail in "The
Art of Investing: A Conversation with Roy Neuberger," attached as Appendix
C to this SAI.

3/ Source: College Board, 1994, 1995 Annual Survey of Colleges,
Princeton, NJ, assuming an average 6% increase in annual expenses.

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<PAGE>

CERTAIN RISK CONSIDERATIONS

Although each Portfolio seeks to reduce risk by investing
in a diversified portfolio, diversification does not eliminate all risk.

TRUSTEES AND OFFICERS

The following table sets forth information concerning the
trustees and officers of the Trusts, including their addresses and
principal business experience during the past five years. Some persons
named as trustees and officers also serve in similar capacities for other
funds, and (where applicable) their corresponding portfolios, administered
or managed by N&B Management and Neuberger & Berman.

THE TRUST AND EQUITY MANAGERS TRUST:
Positions Held
Name, Age, and With the Trust and
Address(1) Equity Managers Trust Principal Occupation(s)(2)
-------------- --------------------- -----------------------

Faith Colish (61) Trustee of each Trust Attorney at Law, Faith Colish, A Professional
63 Wall Street Corporation.
24th Floor
New York, NY 10005

Donald M. Cox (74) Trustee of each Trust Retired. Formerly Senior Vice President and
435 East 52nd Street Director of Exxon Corporation; Director of
New York, NY 10022 Emigrant Savings Bank.

Stanley Egener* (62) Chairman of the Board, Partner of Neuberger & Berman; President and
Chief Executive Officer, Director of N&B Management; Chairman of the
and Trustee of each Board, Chief Executive Officer and Trustee of
Trust eight other mutual funds for which N&B
Management acts as investment manager or
administrator.

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<PAGE>

Positions Held
Name, Age, and With the Trust and
Address(1) Equity Managers Trust Principal Occupation(s)(2)
-------------- --------------------- -----------------------

Alan R. Gruber (69) Trustee of each Trust Chairman and Chief Executive Officer of Orion
Orion Capital Corporation Capital Corporation (property and casualty
600 Fifth Avenue insurance); Director of Trenwick Group, Inc.
24th Floor (property and casualty reinsurance); Chairman of
New York, NY 10020 the Board and Director of Guaranty National
Corporation (property and casualty insurance);
formerly Director of Ketema, Inc. (diversified
manufacturer).

Howard A. Mileaf (59) Trustee of each Trust Vice President and Special Counsel to WHX
WHX Corporation Corporation (holding company) since 1992;
110 East 59th Street formerly Vice President and General Counsel of
30th Floor Keene Corporation (manufacturer of industrial
New York, NY 10022 products); Director of Kevlin Corporation
(manufacturer of microwave and other products).

Edward I. O'Brien* (68) Trustee of each Trust Until 1993, President of the Securities Industry
12 Woods Lane Association ("SIA") (securities industry's
Scarsdale, NY 10583 representative in government relations and
regulatory matters at the federal and state
levels); until November 1993, employee of the
SIA; Director of Legg Mason, Inc.

John T. Patterson, Jr. (68) Trustee of each Trust President of SOBRO (South Bronx Overall Economic
90 Riverside Drive Development Corporation).
Apartment 1B
New York, NY 10024

John P. Rosenthal (65) Trustee of each Trust Senior Vice President of Burnham Securities Inc.
Burnham Securities Inc. (a registered broker-dealer) since 1991; for-
Burnham Asset Management Corp. merly Partner of Silberberg, Rosenthal & Co.
1325 Avenue of the Americas (member of National Association of Securities
17th Floor Dealers, Inc.); Director, Cancer Treatment
New York, NY 10019 Holdings, Inc.

Cornelius T. Ryan (64) Trustee of each Trust General Partner of Oxford Partners and Oxford
Oxford Bioscience Partners Bioscience Partners (venture capital
315 Post Road West partnerships) and President of Oxford Venture
Westport, CT 06880 Corporation; Director of Capital Cash Management
Trust (money market fund) and Prime Cash Fund.

- 68 -
<PAGE>

Positions Held
Name, Age, and With the Trust and
Address(1) Equity Managers Trust Principal Occupation(s)(2)
-------------- --------------------- -----------------------

Gustave H. Shubert (67) Trustee of each Trust Senior Fellow/Corporate Advisor and Advisory
13838 Sunset Boulevard Trustee of Rand (a non-profit public interest
Pacific Palisades, CA 90272 research institution) since 1989; Honorary
Member of the Board of Overseers of the
Institute for Civil Justice, the Policy Advisory
Committee of the Clinical Scholars Program at
the University of California, the American
Association for the Advancement of Science, the
Counsel on Foreign Relations, and the Institute
for Strategic Studies (London); advisor to the
Program Evaluation and Methodology Division of
the U.S. General Accounting Office; formerly
Senior Vice President and Trustee of Rand.

Lawrence Zicklin* (60) President and Trustee of Partner of Neuberger & Berman; Director of N&B
each Trust Management; President and/or Trustee of five
other mutual funds for which N&B Management acts
as investment manager or administrator.

Daniel J. Sullivan (56) Vice President of each Senior Vice President of N&B Management since
Trust 1992; prior thereto, Vice President of N&B
Management; Vice President of eight other mutual
funds for which N&B Management acts as
investment manager or administrator.

Michael J. Weiner (49) Vice President and Senior Vice President and Treasurer of N&B
Principal Financial Management since 1992; prior thereto, Vice
Officer of each Trust President and Treasurer of N&B Management and
Treasurer of certain mutual funds for which N&B
Management acted as investment adviser; Vice
President and Principal Financial Officer of
eight other mutual funds for which N&B Manage-
ment acts as investment manager or
administrator.

Claudia A. Brandon (40) Secretary of each Trust Vice President of N&B Management; Secretary of
eight other mutual funds for which N&B
Management acts as investment manager or
administrator.

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<PAGE>

Positions Held
Name, Age, and With the Trust and
Address(1) Equity Managers Trust Principal Occupation(s)(2)
-------------- --------------------- -----------------------

Richard Russell (49) Treasurer and Principal Vice President of N&B Management since 1993;
Accounting Officer of prior thereto, Assistant Vice President of N&B
each Trust Management; Treasurer and Principal Accounting
Officer of eight other mutual funds for which
N&B Management acts as investment manager or
administrator.

Stacy Cooper-Shugrue (33) Assistant Secretary of Assistant Vice President of N&B Management since
each Trust 1993; prior thereto, employee of N&B Management;
Assistant Secretary of eight other mutual funds
for which N&B Management acts as investment
manager or administrator.

C. Carl Randolph (59) Assistant Secretary of Partner of Neuberger & Berman since 1992; prior
each Trust thereto, employee of Neuberger & Berman;
Assistant Secretary of eight other mutual funds
for which N&B Management acts as investment
manager or administrator.

Barbara DiGiorgio (37) Assistant Treasurer of Assistant Vice President of N&B Management since
each Trust ____________; prior thereto, employee of N&B
Management; Assistant Treasurer of eight other
mutual funds for which N&B Management acts as
investment manager or administrator.

Celeste Wischerth (35) Assistant Treasurer of Assistant Vice President of N&B Management since
each Trust ____________; prior thereto, employee of N&B
Management; Assistant Treasurer of eight other
mutual funds for which N&B Management acts as
investment manager or administrator.

</TABLE>

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<PAGE>

GLOBAL MANAGERS TRUST:

<TABLE>
<CAPTION>
Name, Age, and Positions Held with
Address(1) Global Managers Trust Principal Occupation(s)(2)
-------------- --------------------- -----------------------

Stanley Egener* (62) Chairman of the Board, Chief (See above)
Executive Officer and
Trustee

Howard A. Mileaf (59) Trustee (See above)
WHX Corporation
110 East 59th Street
30th Floor
New York, NY 10022

John T. Patterson, Jr. (68) Trustee (See above)
90 Riverside Drive
Apartment 1B
New York, NY 10024

John P. Rosenthal (63) Trustee (See above)
Burnham Securities Inc.
Burnham Asset Management Corp.
1325 Avenue of the Americas
17th Floor
New York, NY 10019

Lawrence Zicklin (60) President (See above)

Daniel J. Sullivan (56) Vice President (See above)

Michael J. Weiner (49) Vice President and Principal (See above)
Financial Officer

Richard Russell (49) Treasurer and Principal (See above)
Accounting Officer

Claudia A. Brandon (40) Secretary (See above)

Stacy Cooper-Shugrue (33) Assistant Secretary (See above)

C. Carl Randolph (59) Assistant Secretary (See above)

- 71 -
<PAGE>

Name, Age, and Positions Held with
Address(1) Global Managers Trust Principal Occupation(s)(2)
-------------- --------------------- -----------------------

Jacqueline Henning (53) Assistant Treasurer Managing Director, State Street Cayman
Trust Co., Ltd. since 1994; Assistant
Director, Morgan Grenfell, 1993-94; Bank of
Nova Scotia Trust Co. (Cayman) Ltd.,
Managing Director, 1988-93.

Lenore Joan McCabe (34) Assistant Secretary Operations Supervisor, State Street Cayman
Trust Co., Ltd.; Project Manager, State
Street Canada, Inc., 1992-94; employee,
Boston Financial Data Services, 1984-92.

</TABLE>

____________________

(1) Unless otherwise indicated, the business address of each listed
person is 605 Third Avenue, New York, New York 10158.

(2) Except as otherwise indicated, each individual has held the positions
shown for at least the last five years.

* Indicates a trustee who is an "interested person" within the
meaning of the 1940 Act. Messrs. Egener and Zicklin are interested
persons of each Trust by virtue of the fact that they are officers and/or
directors of N&B Management and partners of Neuberger & Berman. Mr.
O'Brien is an interested person of the Trust and Equity Managers Trust by
virtue of the fact that he is a director of Legg Mason, Inc., a wholly
owned subsidiary of which, from time to time, serves as a broker or dealer
to the Portfolios and other funds for which N&B Management serves as
investment manager.

The Trust's Trust Instrument and each Managers Trust's
Declaration of Trust provides that it will indemnify its trustees and
officers against liabilities and expenses reasonably incurred in
connection with litigation in which they may be involved because of their
offices with the Trust, unless it is adjudicated that they (a) engaged in
bad faith, willful misfeasance, gross negligence, or reckless disregard of
the duties involved in the conduct of their offices, or (b) did not act in
good faith in the reasonable belief that their action was in the best
interest of the Trust. In the case of settlement, such indemnification
will not be provided unless it has been determined (by a court or other
body approving the settlement or other disposition, by a majority of
disinterested trustees based upon a review of readily available facts, or
in a written opinion of independent counsel) that such officers or
trustees have not engaged in willful misfeasance, bad faith, gross
negligence, or reckless disregard of their duties.

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<PAGE>

For the fiscal year ended August 31, 1996, each Fund and
Portfolio paid the following fees and expenses to Fund and Portfolio
Trustees who were not affiliated with N&B Management or Neuberger &
Berman: Neuberger & Berman Manhattan Fund and Portfolio - $_____;
Neuberger & Berman Genesis Fund and Portfolio -$_____; Neuberger & Berman
Focus Fund and Portfolio - $_____; Neuberger & Berman Guardian Fund and
Portfolio - $_____; Neuberger & Berman Partners Fund and Portfolio -
$_____; Neuberger & Berman Socially Responsive Fund and Portfolio -
$_____; and Neuberger & Berman International Fund and Portfolio - $_____.

The following table sets forth information concerning the
compensation of the trustees and officers of the Trust. None of the
Neuberger & Berman Funds(REGISTERED TRADEMARK) has any retirement plan for
its trustees or officers.

- 73 -
<PAGE>

TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 8/31/96
-----------------------------

Total Compensation from Trusts
Name and Position with Aggregate Compensation in the Neuberger & Berman Fund
the Trust from the Trust Complex Paid to Trustees
---------------------- ----------------------- ------------------------------

Faith Colish $ $
Trustee (5 other investment
companies)

Donald M. Cox $ $
Trustee (3 other investment
companies)

Stanley Egener $ 0 $ 0
Chairman of the Board, Chief (9 other investment
Executive Officer, and Trustee companies)

Alan R. Gruber $ $
Trustee (3 other investment
companies)

Howard A. Mileaf $ $
Trustee (4 other investment
companies)

Edward I. O'Brien $ $
Trustee (3 other investment
companies)

John T. Patterson, Jr. $ $
Trustee (4 other investment
companies)

John P. Rosenthal $ $
Trustee (4 other investment
companies)

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<PAGE>

Cornelius T. Ryan $ $
Trustee (3 other investment
companies)

Gustave H. Shubert $ $
Trustee (3 other investment
companies)

Lawrence Zicklin $ 0 $ 0
President and Trustee (5 other investment
companies)

</TABLE>

At , 1996, the trustees and officers of the
Trust and the corresponding Managers Trust, as a group, owned beneficially
or of record less than 1% of the outstanding shares of each Fund (except
Neuberger & Berman International Fund). As of that date, the trustees and
officers of the Trust and Global Managers Trust, as a group, owned _____%
of the outstanding shares of Neuberger & Berman International Fund.

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES

Investment Manager and Administrator
------------------------------------

Because all of the Funds' net investable assets are
invested in their corresponding Portfolios, the Funds do not need an
investment manager. N&B Management serves as the investment manager to
all the Portfolios (except Neuberger & Berman International Portfolio)
pursuant to a management agreement with Equity Managers Trust, dated as of
August 2, 1993 ("EMT Management Agreement"). The EMT Management Agreement
was approved by the holders of the interests in all the Portfolios (except
Neuberger & Berman Socially Responsive Portfolio) on August 2, 1993, and
by the holders of the interests in Neuberger & Berman Socially Responsive
Portfolio on March 9, 1994. That Portfolio was authorized to become
subject to the EMT Management Agreement by vote of the Portfolio Trustees
on October 20, 1993, and became subject to it on March 14, 1994. N&B
Management serves as the investment manager to Neuberger & Berman
International Portfolio pursuant to a management agreement with Global

- 75 -
<PAGE>

Managers Trust, dated as of November 1, 1995 ("GMT Management Agreement").
The GMT Management Agreement was approved by the holders of the interests
in Neuberger & Berman International Portfolio on October 26, 1995. That
Portfolio was authorized to become subject to the GMT Management Agreement
by vote of the Portfolio Trustees on August 8, 1995, and became subject to
it on November 1, 1995.

The EMT Management Agreement and GMT Management Agreement
("Management Agreements") provide, in substance, that N&B Management will
make and implement investment decisions for the Portfolios in its
discretion and will continuously develop an investment program for the
Portfolios' assets. The Management Agreements permit N&B Management to
effect securities transactions on behalf of each Portfolio through
associated persons of N&B Management. The Management Agreements also
specifically permit N&B Management to compensate, through higher
commissions, brokers and dealers who provide investment research and
analysis to the Portfolios, although N&B Management has no current plans
to do so.

N&B Management provides to each Portfolio, without
separate cost, office space, equipment, and facilities and the personnel
necessary to perform executive, administrative, and clerical functions.
N&B Management pays all salaries, expenses, and fees of the officers,
trustees, and employees of the Managers Trusts who are officers,
directors, or employees of N&B Management. Two directors of N&B
Management (who also are partners of Neuberger & Berman), one of whom also
serves as an officer of N&B Management, presently serve as trustees and/or
officers of the Trusts. See "Trustees and Officers." Each Portfolio pays
N&B Management a management fee based on the Portfolio's average daily net
assets, as described in the Prospectus.

N&B Management provides similar facilities, services, and
personnel to each Fund pursuant to an administration agreement dated
May 1, 1995 ("Administration Agreement"). Neuberger & Berman
International Fund was authorized to become subject to the Administration
Agreement by vote of the Fund Trustees on August 11, 1995, and became
subject to it on November 1, 1995. For such administrative services, each
Fund pays N&B Management a fee based on the Fund's average daily net
assets, as described in the Prospectus.

Under the Administration Agreement, N&B Management also
provides to each Fund and its shareholders certain shareholder,
shareholder-related, and other services that are not furnished by the
Fund's shareholder servicing agent. N&B Management provides the direct
shareholder services specified in the Administration Agreement, assists
the shareholder servicing agent in the development and implementation of
specified programs and systems to enhance overall shareholder servicing
capabilities, solicits and gathers shareholder proxies, performs services
connected with the qualification of each Fund's shares for sale in various
states, and furnishes other services the parties agree from time to time
should be provided under the Administration Agreement.

- 76 -
<PAGE>

From time to time, N&B Management or a Fund may enter
into arrangements with registered broker-dealers or other third parties
pursuant to which it pays the broker-dealer or third party a per account
fee or a fee based on a percentage of the aggregate net asset value of
Fund shares purchased by the broker-dealer or third party on behalf of its
customers, in payment for administrative and other services rendered to
such customers.

Because Neuberger & Berman International Portfolio has
its principal offices in the Cayman Islands, Global Managers Trust has
entered into an Administrative Services Agreement with State Street Cayman
Trust Company Ltd. ("State Street Cayman"), Elizabethan Square, P.O.
Box 1984, George Town, Grand Cayman, Cayman Islands, British West Indies,
effective August 31, 1994. Under the Administrative Services Agreement,
State Street Cayman provides sufficient personnel and suitable facilities
for the principal offices of Neuberger & Berman International Portfolio
and provides certain administrative, fund accounting, and transfer agency
services with respect to that Portfolio. The Administrative Services
Agreement terminates if assigned by State Street Cayman; however, State
Street Cayman is permitted to, and does, employ an affiliate, State Street
Canada, Inc., to perform certain accounting functions.

Prior to November 1, 1995, Neuberger & Berman
International Portfolio was advised by BNP-N&B Global pursuant to an
investment advisory agreement dated June 15, 1994. During that period,
BNP-N&B Global voluntarily reimbursed the Portfolio to the extent that its
operating expenses (excluding interest, taxes, brokerage commissions, and
extraordinary expenses) exceeded 0.70% per annum of the Portfolio's
average daily net assets. N&B Management provided the Portfolio with
administrative services pursuant to a separate administration agreement
dated June 15, 1994. Prior to November 1, 1995, N&B Management provided
similar services to the Fund pursuant to an administration agreement dated
June 15, 1994 and amended May 1, 1995.

During the fiscal years ended August 31, 1996, 1995 and
1994, Neuberger & Berman Manhattan Fund accrued management and
administration fees of $_____, $3,685,282 and $3,512,058, respectively.
During the fiscal years ended August 31, 1996, 1995 and 1994, Neuberger &
Berman Genesis Fund accrued management and administration fees of $_____,
$1,155,623 and $1,245,944, respectively. During the fiscal year ended
August 31, 1996 and the period from May 1, 1995 to August 31, 1995, N&B
Management waived $_____ and $35,769, respectively, of management fees
that otherwise would have been borne indirectly by Neuberger & Berman
Genesis Fund. During the fiscal years ended August 31, 1996, 1995 and
1994, Neuberger & Berman Focus Fund accrued management and administration
fees of $_____, $5,114,879 and $4,066,847, respectively. During the
fiscal years ended August 31, 1996, 1995 and 1994, Neuberger & Berman
Guardian Fund accrued management and administration fees of $_____,

- 77 -
<PAGE>

$18,549,364 and $12,798,776, respectively. During the fiscal years ended
August 31, 1996, 1995 and 1994, Neuberger & Berman Partners Fund accrued
management and administration fees of $_____, $9,233,615 and $8,090,161,
respectively.

During the fiscal years ended August 31, 1996 and 1995
and the period from March 16, 1994 (commencement of operations) to August
31, 1994, Neuberger & Berman Socially Responsive Fund accrued management
and administration fees of $_____, $37,197 and $3,082, respectively. For
those same periods, N&B Management reimbursed that Fund for $_____,
$78,940 and $25,172, respectively, of expenses. During the fiscal years
ended August 31, 1996 and 1995 and the period from June 15, 1994
(commencement of operations) through August 31, 1994, Neuberger & Berman
International Fund accrued advisory and administration fees of $_____,
$317,147 and $30,926, respectively. For those same periods, BNP-N&B
Global and N&B Management reimbursed that Fund for $____________, $407,108
and $94,246, respectively, in expenses.

Prior to May 1, 1995, the shareholder services described
above were provided pursuant to a separate agreement between the Trust and
N&B Management. As compensation for these services, each Fund paid N&B
Management a monthly fee calculated at the annual rate of 0.04% of the
average daily net assets of that Fund. From the period February 1, 1991
until January 31, 1994, the monthly fee under the shareholder service
agreement then in effect was at the annual rate of $6 per shareholder
account. During the period from September 1, 1994 to April 30, 1995, and
the fiscal year ended August 31, 1994, Neuberger & Berman Manhattan Fund
paid and accrued $127,079 and $238,777, respectively, for these services.
During the period from September 1, 1994 to April 30, 1995, and the fiscal
year ended August 31, 1994, Neuberger & Berman Genesis Fund paid and
accrued $29,930 and $51,345, respectively, for these services. During the
period from September 1, 1994 to April 30, 1995, and the fiscal year ended
August 31, 1994, Neuberger & Berman Focus Fund paid and accrued $169,437
and $208,303, respectively, for these services. During the period from
September 1, 1994 to April 30, 1995, and the fiscal year ended August 31,
1994, Neuberger & Berman Guardian Fund paid and accrued $670,627 and
$714,032, respectively, for these services. During the period from
September 1, 1994 to April 30, 1995, and the fiscal year ended August 31,
1994, Neuberger & Berman Partners Fund paid and accrued $340,751 and
$430,948, respectively, for these services. For the period from
September 1, 1994 to April 30, 1995, and for the period from March 16,
1994 (commencement of operations) until August 31, 1994, Neuberger &
Berman Socially Responsive Fund paid and accrued $1,085 and $174,
respectively, for these services. For the period from September 1, 1995
to April 30, 1995, and for the period from June 15, 1994 (commencement of
operations) to August 31, 1994, Neuberger & Berman International Fund paid
and accrued $4,178 and $342, respectively, for these services.

The Management Agreements continue with respect to each
Portfolio for a period of two years after the date the Portfolio became

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subject thereto. The Management Agreements are renewable thereafter from
year to year with respect to each Portfolio, so long as their continuance
is approved at least annually (1) by the vote of a majority of the
Portfolio Trustees who are not "interested persons" of N&B Management or
the corresponding Managers Trust ("Independent Portfolio Trustees"), cast
in person at a meeting called for the purpose of voting on such approval,
and (2) by the vote of a majority of the Portfolio Trustees or by a 1940
Act majority vote of the outstanding shares in that Portfolio. The
Administration Agreement continues with respect to each Fund for a period
of two years after the date the Fund became subject thereto. The
Administration Agreement is renewable from year to year with respect to a
Fund, so long as its continuance is approved at least annually (1) by the
vote of a majority of the Fund Trustees who are not "interested persons"
of N&B Management or the Trust ("Independent Fund Trustees"), cast in
person at a meeting called for the purpose of voting on such approval, and
(2) by the vote of a majority of the Fund Trustees or by a 1940 Act
majority vote of the outstanding shares in the Fund.

The Management Agreements are terminable, without
penalty, with respect to a Portfolio on 60 days' written notice either by
the corresponding Managers Trust or by N&B Management. The Administration
Agreement is terminable, without penalty, with respect to a Fund on 60
days' written notice either by N&B Management or by the Trust if
authorized by the Fund Trustees, including a majority of the Independent
Fund Trustees. Each Agreement terminates automatically if it is assigned.

In addition to the voluntary expense reimbursements
described in the Prospectus under "Management and Administration --
Expenses," N&B Management has agreed in the Management Agreements to
reimburse each Fund's expenses, as follows. If, in any fiscal year, a
Fund's Aggregate Operating Expenses (as defined below) exceed the most
restrictive expense limitation imposed under the securities laws of the
states in which that Fund's shares are qualified for sale ("State Expense
Limitation"), then N&B Management will pay the Fund the amount of that
excess, less the amount of any reduction of the administration fee payable
by the Fund under a similar State Expense Limitation contained in the
Administration Agreement. N&B Management will have no obligation to pay a
Fund, however, for any expenses that exceed the pro rata portion of the
management fees attributable to that Fund's interest in its corresponding
Portfolio. At the date of this SAI, the most restrictive State Expense
Limitation to which any Fund expects to be subject is 2 1/2% of the first
$30 million of average net assets, 2% of the next $70 million of average
net assets, and 1-1/2% of average net assets over $100 million.

For purposes of the State Expense Limitation, the term
"Aggregate Operating Expenses" means a Fund's operating expenses plus its
pro rata portion of its corresponding Portfolio's operating expenses
(including any fees or expense reimbursements payable to N&B Management
and any compensation payable thereto pursuant to (1) the Administration
Agreement or (2) any other agreement or arrangement with the respective
Managers Trust in regard to the Portfolio; but excluding (with respect to
both the Fund and the Portfolio) interest, taxes, brokerage commissions,

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litigation and indemnification expenses, and other extraordinary expenses
not incurred in the ordinary course of business).

Sub-Adviser
-----------

N&B Management retains Neuberger & Berman, 605 Third
Avenue, New York, NY 10158-3698, as sub-adviser with respect to each
Portfolio (except Neuberger & Berman International Portfolio) pursuant to
a sub-advisory agreement dated August 2, 1993 ("EMT Sub-Advisory
Agreement"). The EMT Sub-Advisory Agreement was approved by the holders
of the interests in the Portfolios (except Neuberger & Berman Socially
Responsive Portfolio) on August 2, 1993, and by the holders of the inter-
ests in Neuberger & Berman Socially Responsive Portfolio on March 9, 1994.
That Portfolio was authorized to become subject to the EMT Sub-Advisory
Agreement by vote of the Portfolio Trustees on October 20, 1993, and
became subject to it on March 14, 1994. N&B Management retains Neuberger
& Berman as sub-adviser with respect to Neuberger & Berman International
Portfolio pursuant to a sub-advisory agreement dated November 1, 1995
("GMT Sub-Advisory Agreement"). The GMT Sub-Advisory Agreement was
approved by the holders of the interests in the Neuberger & Berman
International Portfolio on October 26, 1995. That Portfolio was
authorized to become subject to the GMT Sub-Advisory Agreement by vote of
the Portfolio Trustees on August 8, 1995, and became subject to it on
November 1, 1995.

The EMT Sub-Advisory Agreement and GMT Sub-Advisory
Agreement ("Sub-Advisory Agreements") provide in substance that Neuberger
& Berman will furnish to N&B Management, upon reasonable request, the same
type of investment recommendations and research 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
available to it, in addition to research from other professional sources,
the capability of the research staff of Neuberger & Berman. This staff
consists of approximately fourteen investment analysts, each of whom
specializes in studying one or more industries, under the supervision of
the Director of Research, who is also available for consultation with N&B
Management. The Sub-Advisory Agreements provide that N&B Management will
pay for the services rendered by Neuberger & Berman based on the direct
and indirect costs to Neuberger & Berman in connection with those
services. Neuberger & Berman also serves as sub-adviser for all of the
other mutual funds managed by N&B Management.

The Sub-Advisory Agreements continue with respect to each
Portfolio for a period of two years after the date the Portfolio became
subject thereto and are renewable from year to year, subject to approval
of their continuance in the same manner as the Management Agreements. The
Sub-Advisory Agreements are subject to termination, without penalty, with
respect to each Portfolio by the Portfolio Trustees, by a 1940 Act
majority vote of the outstanding Portfolio shares, by N&B Management, or
by Neuberger & Berman on not less than 30 nor more than 60 days' written
notice. The Sub-Advisory Agreements also terminate automatically with

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<PAGE>

respect to each Portfolio if they are assigned or if the Management
Agreement terminates with respect to that Portfolio.

Most money managers that come to the Neuberger & Berman
organization have at least fifteen years experience. Neuberger & Berman
and N&B Management employ experienced professionals that work in a
competitive environment.

Investment Companies Managed
----------------------------

N&B Management currently serves as investment manager of
the following investment companies. As of September 30, 1996, these
companies, along with three other investment companies advised by
Neuberger & Berman, had aggregate net assets of approximately $_____
billion, as shown in the following list:

Approximate
Net Assets at
Name September 30, 1996
---- ------------------

Neuberger & Berman Cash Reserves Portfolio . . . . . . . . . $__________
(investment portfolio for Neuberger & Berman Cash Reserves)

Neuberger & Berman Government Money Portfolio . . . . . . . . $__________
(investment portfolio for Neuberger & Berman Government Money
Fund)

Neuberger & Berman Limited Maturity Bond Portfolio . . . . . $__________
(investment portfolio for Neuberger & Berman Limited Maturity
Bond Fund and Neuberger & Berman Limited Maturity Bond Trust)

Neuberger & Berman Municipal Money Portfolio . . . . . . . . $__________
(investment portfolio for Neuberger & Berman Municipal Money
Fund)

Neuberger & Berman Municipal Securities Portfolio . . . . . . $__________
(investment portfolio for Neuberger & Berman Municipal
Securities Trust)

Neuberger & Berman New York Insured Intermediate . . . . . . $__________
Portfolio
(investment portfolio for Neuberger & Berman New York Insured
Intermediate Fund)

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<PAGE>

Neuberger & Berman Ultra Short Bond Portfolio . . . . . . . . $__________
(investment portfolio for Neuberger & Berman Ultra Short Bond
Fund and Neuberger & Berman Ultra Short Bond Trust)

Neuberger & Berman Focus Portfolio . . . . . . . . . . . . . $__________
(investment portfolio for Neuberger & Berman Focus Fund,
Neuberger & Berman Focus Trust and Neuberger & Berman Focus
Assets)

Neuberger & Berman Genesis Portfolio . . . . . . . . . . . . $__________
(investment portfolio for Neuberger & Berman Genesis Fund and
Neuberger & Berman Genesis Trust)

Neuberger & Berman Guardian Portfolio . . . . . . . . . . . $__________
(investment portfolio for Neuberger & Berman Guardian Fund,
Neuberger & Berman Guardian Trust and Neuberger & Berman
Guardian Assets)

Neuberger & Berman International Portfolio . . . . . . . . . $__________
(investment portfolio for Neuberger & Berman International Fund)

Neuberger & Berman Manhattan Portfolio . . . . . . . . . . . $__________
(investment portfolio for Neuberger & Berman Manhattan Fund,
Neuberger & Berman Manhattan Trust and Neuberger & Berman
Manhattan Assets)

Neuberger & Berman Partners Portfolio . . . . . . . . . . . . $__________
(investment portfolio for Neuberger & Berman Partners Fund,
Neuberger & Berman Partners Trust and Neuberger & Berman
Partners Assets)

Neuberger & Berman Socially Responsive . . . . . . . . . . . $__________
Portfolio
(investment portfolio for Neuberger & Berman Socially Responsive
Fund and Neuberger & Berman NYCDC Socially Responsive Trust)

Neuberger & Berman Advisers Managers . . . . . . . . . . . . $__________
Trust (six series)

In addition, Neuberger & Berman serves as investment
adviser to three investment companies, Plan Investment Fund, Inc., AHA
Investment Fund, Inc., and AHA Full Maturity, with assets of $_____,
$_____, and $_____, respectively, at September 30, 1996.

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The investment decisions concerning the Portfolios and
the other funds and portfolios managed by N&B Management (collectively,
"Other N&B Funds") have been and will continue to be made independently of
one another. In terms of their investment objectives, most of the Other
N&B Funds differ from the Portfolios. Even where the investment
objectives are similar, however, the methods used by the Other N&B Funds
and the Portfolios to achieve their objectives may differ. The investment
results achieved by all of the funds managed by N&B Management have varied
from one another in the past and are likely to vary in the future.

There may be occasions when a Portfolio and one or more
of the Other N&B Funds or other accounts managed by Neuberger & Berman are
contemporaneously engaged in purchasing or selling the same securities
from or to third parties. When this occurs, the transactions are averaged
as to price and allocated as to amounts in accordance with a formula
considered to be equitable to the funds involved. Although in some cases
this arrangement may have a detrimental effect on the price or volume of
the securities as to a Portfolio, in other cases it is believed that a
Portfolio's ability to participate in volume transactions may produce
better executions for it. In any case, it is the judgment of the
Portfolio Trustees that the desirability of the Portfolios' having their
advisory arrangements with N&B Management outweighs any disadvantages that
may result from contemporaneous transactions.

The Portfolios are subject to certain limitations imposed on all
advisory clients of Neuberger & Berman (including the Portfolios, the
Other N&B Funds, and other managed accounts) and personnel of Neuberger &
Berman and its affiliates. These include, for example, limits that may be
imposed in certain industries or by certain companies, and policies of
Neuberger & Berman that limit the aggregate purchases, by all accounts
under management, of the outstanding shares of public companies.

Management and Control of N&B Management
----------------------------------------

The directors and officers of N&B Management, all of whom
have offices at the same address as N&B Management, are Richard A. Cantor,
Chairman of the Board and director; Stanley Egener, President and
director; Theodore P. Giuliano, Vice President and director; Irwin
Lainoff, director; Marvin C. Schwartz, director; Lawrence Zicklin,
director; Daniel J. Sullivan, Senior Vice President; Peter E. Sundman,
Senior Vice President; Michael J. Weiner, Senior Vice President; Claudia
A. Brandon, Vice President; Robert Conti, Treasurer; William Cunningham,
Vice President; Clara Del Villar, Vice President; Mark R. Goldstein, Vice
President; Farha-Joyce Haboucha, Vice President; Michael M. Kassen, Vice
President; Michael Lamberti, Vice President; Josephine P. Mahaney, Vice
President; Lawrence Marx III, Vice President; Ellen Metzger, Vice
President and Secretary; Janet W. Prindle, Vice President; Felix Rovelli,
Vice President; Richard Russell, Vice President; Kent C. Simons, Vice
President; Frederick B. Soule, Vice President; Judith M. Vale, Vice

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<PAGE>

President; Thomas Wolfe, Vice President; Andrea Trachtenberg, Vice
President of Marketing; Patrick T. Byrne, Assistant Vice President; Stacy
Cooper-Shugrue, Assistant Vice President; Robert Cresci, Assistant Vice
President; Barbara DiGiorgio, Assistant Vice President; Roberta D'Orio,
Assistant Vice President; Joseph G. Galli, Assistant Vice President;
Robert I. Gendelman, Assistant Vice President; Leslie Holliday-Soto,
Assistant Vice President; Jody L. Irwin, Assistant Vice President; Carmen
G. Martinez, Assistant Vice President; Paul Metzger, Assistant Vice
President; Kevin L. Risen, Assistant Vice President; Susan Switzer,
Assistant Vice President; Susan Walsh, Assistant Vice President; and
Celeste Wischerth, Assistant Vice President. Messrs. Cantor, Egener,
Giuliano, Lainoff, Schwartz, Zicklin, Goldstein, Kassen, Marx, and Simons
and Mmes. Prindle and Vale are general partners of Neuberger & Berman.

Mr. Egener is a trustee and officer of the Trust and the
Managers Trusts. Mr. Zicklin is a trustee of the Trust and Equity
Managers Trust and an officer of the Trust and the Managers Trusts.
Messrs. Sullivan, Weiner, and Russell and Mmes. Brandon and Cooper-Shugrue
are officers of each Trust. C. Carl Randolph, a general partner of
Neuberger & Berman, also is an officer of each Trust.

All of the outstanding voting stock in N&B Management is
owned by persons who are also general partners of Neuberger & Berman.

DISTRIBUTION ARRANGEMENTS

N&B Management serves as the distributor ("Distributor")
in connection with the offering of each Fund's shares on a no-load basis.
In connection with the sale of its shares, each Fund has authorized the
Distributor to give only the information, and to make only the statements
and representations, contained in the Prospectus and this SAI or that
properly may be included in sales literature and advertisements in
accordance with the 1933 Act, the 1940 Act, and applicable rules of self-
regulatory organizations. Sales may be made only by the Prospectus, which
may be delivered either personally, through the mails, or by electronic
means. The Distributor is the Funds' "principal underwriter" within the
meaning of the 1940 Act and, as such, acts as agent in arranging for the
sale of each Fund's shares without sales commission or other compensation
and bears all advertising and promotion expenses incurred in the sale of
the Funds' shares.

The Distributor or one of its affiliates may, from time
to time, deem it desirable to offer to a Fund's shareholders, through use
of its shareholder list, the shares of other mutual funds for which the
Distributor acts as distributor or other products or services. Any such
use of the Funds' shareholder lists, however, will be made subject to
terms and conditions, if any, approved by a majority of the Independent
Fund Trustees. These lists will not be used to offer the Funds'
shareholders any investment products or services other than those managed
or distributed by N&B Management or Neuberger & Berman.

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<PAGE>

The Trust, on behalf of each Fund, and the Distributor
are parties to a Distribution Agreement that continues until August 2,
1997. The Distribution Agreement may be renewed annually if specifically
approved by (1) the vote of a majority of the Fund Trustees or a 1940 Act
majority vote of the Fund's outstanding shares and (2) the vote of a
majority of the Independent Fund Trustees, cast in person at a meeting
called for the purpose of voting on such approval. The Distribution
Agreement may be terminated by either party and will automatically
terminate on its assignment, in the same manner as the Management
Agreements.

ADDITIONAL PURCHASE INFORMATION

Automatic Investing and Dollar Cost Averaging
---------------------------------------------

Shareholders may arrange to have a fixed amount automa-
tically invested in Fund shares each month. To do so, a shareholder must
complete an application, available from the Distributor, electing to have
automatic investments funded either through (1) redemptions from his or
her account in a money market fund for which N&B Management serves as
investment manager or (2) withdrawals from the shareholder's checking
account. In either case, the minimum monthly investment is $100. A
shareholder who elects to participate in automatic investing through his
or her checking account must include a voided check with the completed
application. A completed application should be sent to Neuberger & Berman
Management Incorporated, 605 Third Avenue, 2nd Floor, New York, NY 10158-
0180.

Automatic investing enables a shareholder to take advan-
tage of "dollar cost averaging." As a result of dollar cost averaging, a
shareholder's average cost of Fund shares generally would be lower than if
the shareholder purchased a fixed number of shares at the same pre-set
intervals. Additional information on dollar cost averaging may be
obtained from the Distributor.

ADDITIONAL EXCHANGE INFORMATION

As more fully set forth in the section of the Prospectus
entitled "Shareholder Services -- Exchange Privilege," shareholders may
redeem at least $1,000 worth of a Fund's shares and invest the proceeds in
shares of one or more of the other Funds or Other N&B Funds that are
briefly described below, provided that the minimum investment requirements
of the other fund(s) are met.

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<PAGE>

INCOME FUNDS
------------

Neuberger & Berman A U.S. Government securities money market
Government Money Fund fund seeking maximum safety and liquidity
and the highest available current income.
The corresponding portfolio invests only
in U.S. Treasury obligations and other
money market instruments backed by the
full faith and credit of the United
States. It seeks to maintain a constant
purchase and redemption price of $1.00.

Neuberger & Berman A money market fund seeking the highest
Cash Reserves current income consistent with safety and
liquidity. The corresponding portfolio in-
vests in high-quality money market instru-
ments. It seeks to maintain a constant
purchase and redemption price of $1.00.

Neuberger & Berman Seeks a higher total return than is avail-
Ultra Short Bond Fund able from money market funds, with minimal
risk to principal and liquidity. The
corresponding portfolio invests in high-
quality money market instruments and
short-term debt securities.

Neuberger & Berman Seeks the highest current income con-
Limited Maturity Bond Fund sistent with low risk to principal and
liquidity and, secondarily, total return.
The corresponding portfolio invests in
short- to intermediate-term debt
securities primarily investment grade;
maximum 10% below investment grade but no
lower than B.*/

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<PAGE>

MUNICIPAL FUNDS
---------------

Neuberger & Berman A money market fund seeking the maximum
Municipal Money Fund current income exempt from federal income
tax, consistent with safety and liquidity.
The corresponding portfolio invests in
high-quality, short-term tax-exempt muni-
cipal securities. It seeks to maintain a
constant purchase and redemption price of
$1.00.

Neuberger & Berman Seeks high current tax-exempt income with
Municipal Securities Trust low risk to principal, limited price
fluctuation, and liquidity and,
secondarily, total return. The
corresponding portfolio invests in
municipal securities rated A or better.

Neuberger & Berman Seeks high level of current income exempt
New York Insured from federal income tax and New York State
Intermediate Fund and New York City personal income taxes,
consistent with preservation of capital.

------------------

*/ As rated by Moody's or S&P or, if unrated, determined to be of
comparable quality.

Any Fund described herein, and any of the Income or
Municipal Funds, may terminate or modify its exchange privilege in the
future.

Fund shareholders who are considering exchanging shares
into any of the funds listed above should note that (1) the Income and
Municipal Funds are series of a Delaware business trust (named "Neuberger
& Berman Income Funds") that is registered with the SEC as an open-end
management investment company, and (2) each series of Neuberger & Berman
Income Funds invests all its net investable assets in a portfolio of
Income Managers Trust, an open-end management investment company that is
managed by N&B Management. Each such portfolio has an investment objec-
tive identical to that of its corresponding fund and invests in accordance
with investment policies and limitations identical to those of that fund.

Before effecting an exchange, Fund shareholders must
obtain and should review a currently effective prospectus of the fund into
which the exchange is to be made. In this regard, it should be noted that

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<PAGE>

the Income and Municipal Funds share a prospectus. An exchange is treated
as a sale for federal income tax purposes and, depending on the
circumstances, a short- or long-term capital gain or loss may be realized.

There can be no assurance that Neuberger & Berman Govern-
ment Money Fund, Neuberger & Berman Cash Reserves, or Neuberger & Berman
Municipal Money Fund, each of which is a money market fund that seeks to
maintain a constant purchase and redemption price of $1.00, will be able
to maintain that price. An investment in any of the above-referenced
funds, as in any other mutual fund, is neither insured nor guaranteed by
the U.S. Government.

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<PAGE>

ADDITIONAL REDEMPTION INFORMATION

Suspension of Redemptions
-------------------------

The right to redeem a Fund's shares may be suspended or
payment of the redemption price postponed (1) when the NYSE is closed
(other than weekend and holiday closings), (2) when trading on the NYSE is
restricted, (3) when an emergency exists as a result of which it is not
reasonably practicable for the corresponding Portfolio to dispose of
securities it owns or fairly to determine the value of its net assets, or
(4) for such other period as the SEC may by order permit for the
protection of a Fund's shareholders; provided that applicable SEC rules
and regulations shall govern whether the conditions prescribed in (2) or
(3) exist. If the right of redemption is suspended, shareholders may
withdraw their offers of redemption, or they will receive payment at the
NAV per share in effect at the close of business on the first day the NYSE
is open ("Business Day") after termination of the suspension.

Redemptions in Kind
-------------------

Each Fund reserves the right, under certain conditions,
to honor any request for redemption, or a combination of requests from the
same shareholder in any 90-day period, totalling $250,000 or 1% of the net
assets of the Fund, whichever is less, by making payment in whole or in
part in securities valued as described under "Account and Share
Information -- Share Prices and Net Asset Value" in the Prospectus. If
payment is made in securities, a shareholder generally will incur
brokerage expenses or other transaction costs in converting those
securities into cash and will be subject to fluctuation in the market
prices of those securities until they are sold. The Funds do not redeem
in kind under normal circumstances, but would do so when the Fund Trustees
determined that it was in the best interests of a Fund's shareholders as a
whole. Redemptions in kind will be made with readily marketable
securities to the extent possible.

DIVIDENDS AND OTHER DISTRIBUTIONS

Each Fund distributes to its shareholders amounts equal
to substantially all of its proportionate share of any net investment
income (after deducting expenses incurred directly by the Fund), any net
realized capital gains (both long-term and short-term), and any net
realized gains from foreign currency transactions earned or realized by
its corresponding Portfolio. Each Fund calculates its net investment
income and NAV per share as of the close of regular trading on the NYSE on
each Business Day (usually 4:00 p.m. Eastern time).

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<PAGE>

A Portfolio's net investment income consists of all
income accrued on portfolio assets less accrued expenses, but does not
include realized gains and losses. Net investment income and realized
gains and losses are reflected in a Portfolio's NAV (and, hence, its
corresponding Fund's NAV) until they are distributed. Dividends from net
investment income and distributions of net realized capital and foreign
currency gains, if any, normally are paid once annually, in December,
except that Neuberger & Berman Guardian Fund distributes substantially all
of its share of Neuberger & Berman Guardian Portfolio's net investment
income, if any, at the end of each calendar quarter.

Dividends and/or other distributions are automatically
reinvested in additional shares of the distributing Fund, unless the
shareholder elects to receive them in cash ("cash election"). Share-
holders may make a cash election on the original account application or at
a later date by writing to State Street Bank and Trust Company ("State
Street"), c/o Boston Service Center, P.O. Box 8403, Boston, MA 02266-8403.
Cash distributions can be paid through an electronic transfer to a bank
account designated in the shareholder's original account application. To
the extent dividends and other distributions are subject to federal,
state, or local income taxation, they are taxable to the shareholders
whether received in cash or reinvested in Fund shares.

A cash election with respect to any Fund remains in
effect until the shareholder notifies State Street in writing to
discontinue the election. If it is determined, however, that the U.S.
Postal Service cannot properly deliver Fund mailings to the shareholder,
the Fund will terminate the shareholder's cash election. Thereafter, the
shareholder's dividends and other distributions will automatically be
reinvested in additional Fund shares until the shareholder notifies State
Street or the Fund in writing of his or her correct address and requests
in writing that the cash election be reinstated.

ADDITIONAL TAX INFORMATION

Taxation of the Funds
---------------------

In order to continue to qualify for treatment as a RIC
under the Code, each Fund must distribute to its shareholders for each
taxable year at least 90% of its investment company taxable income
(consisting generally of net investment income, net short-term capital
gain, and net gains from certain foreign currency transactions)
("Distribution Requirement") and must meet several additional
requirements. With respect to each Fund, these requirements include the
following: (1) the Fund must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of securities or
foreign currencies, or other income (including gains from Financial
Instruments) derived with respect to its business of investing in secu-
rities or those currencies ("Income Requirement"); (2) the Fund must
derive less than 30% of its gross income each taxable year from the sale

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<PAGE>

or other disposition of securities, or any of the following, that were
held for less than three months -- (i) Financial Instruments (other than
those on foreign currencies), or (ii) foreign currencies or Financial
Instruments thereon that are not directly related to the Fund's principal
business of investing in securities (or options and futures with respect
thereto) ("Short-Short Limitation"); and (3) at the close of each quarter
of the Fund's taxable year, (i) at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. Government
securities, securities of other RICs, and other securities limited, in
respect of any one issuer, to an amount that does not exceed 5% of the
value of the Fund's total assets and does not represent more than 10% of
the issuer's outstanding voting securities, and (ii) not more than 25% of
the value of its total assets may be invested in securities (other than
U.S. Government securities) of any one issuer.

The Funds (except Neuberger & Berman Socially Responsive
Fund and Neuberger & Berman International Fund) have received a ruling
from the Internal Revenue Service ("Service") that each such Fund, as an
investor in its corresponding Portfolio, will be deemed to own a
proportionate share of the Portfolio's assets and income for purposes of
determining whether the Fund satisfies all the requirements described
above to qualify as a RIC. Although this ruling may not be relied on as
precedent by Neuberger & Berman Socially Responsive Fund and Neuberger &
Berman International Fund, N&B Management believes that the reasoning
thereof and, hence, its conclusion apply to those Funds as well.

Each Fund will be subject to a nondeductible 4% excise
tax ("Excise Tax") to the extent it fails to distribute by the end of any
calendar year substantially all of its ordinary income for that year and
capital gain net income for the one-year period ended on October 31 of
that year, plus certain other amounts.

See the next section for a discussion of the tax conse-
quences to the Funds of distributions to them from the Portfolios,
investments by the Portfolios in certain securities, and hedging trans-
actions engaged in by the Portfolios.

Taxation of the Portfolios
--------------------------

The Portfolios (except Neuberger & Berman Socially
Responsive Portfolio and Neuberger & Berman International Portfolio) have
received a ruling from the Service to the effect that, among other things,
each such Portfolio will be treated as a separate partnership for federal
income tax purposes and will not be a "publicly traded partnership."
Although this ruling may not be relied on as precedent by Neuberger &
Berman Socially Responsive Portfolio and Neuberger & Berman International
Portfolio, N&B Management believes the reasoning thereof and, hence, its
conclusion apply to those Portfolios as well. As a result, no Portfolio
is subject to federal income tax; instead, each investor in a Portfolio,
such as a Fund, is required to take into account in determining its
federal income tax liability its share of the Portfolio's income, gains,

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losses, deductions, and credits, without regard to whether it has received
any cash distributions from the Portfolio. Each Portfolio also is not
subject to Delaware or New York income or franchise tax.

Because each Fund is deemed to own a proportionate share
of its corresponding Portfolio's assets and income for purposes of
determining whether the Fund qualifies as a RIC, each Portfolio intends to
continue to conduct its operations so that its corresponding Fund will be
able to continue to satisfy all those requirements.

Distributions to a Fund from its corresponding Portfolio
(whether pursuant to a partial or complete withdrawal or otherwise) will
not result in the Fund's recognition of any gain or loss for federal
income tax purposes, except that (1) gain will be recognized to the extent
any cash that is distributed exceeds the Fund's basis for its interest in
the Portfolio before the distribution, (2) income or gain will be
recognized if the distribution is in liquidation of the Fund's entire
interest in the Portfolio and includes a disproportionate share of any
unrealized receivables held by the Portfolio, (3) loss will be recognized
if a liquidation distribution consists solely of cash and/or unrealized
receivables, and (4) gain or loss may be recognized on a distribution to a
Fund that contributed property to a Portfolio (all Funds other than
Neuberger & Berman Socially Responsive Fund and Neuberger & Berman
International Fund). A Fund's basis for its interest in its corresponding
Portfolio generally equals the amount of cash and the basis of any
property the Fund invests in the Portfolio, increased by the Fund's share
of the Portfolio's net income and gains and decreased by (1) the amount of
cash and the basis of any property the Portfolio distributes to the Fund
and (2) the Fund's share of the Portfolio's losses.

Dividends and interest received by a Portfolio may be
subject to income, withholding, or other taxes imposed by foreign
countries and U.S. possessions that would reduce the yield on its
securities. Tax treaties between certain countries and the United States
may reduce or eliminate these foreign taxes, however, and many foreign
countries do not impose taxes on capital gains in respect of investments
by foreign investors. If more than 50% of the value of Neuberger & Berman
International Fund's total assets (including its share of Neuberger &
Berman International Portfolio's total assets) at the close of its taxable
year consists of securities of foreign corporations, that Fund will be
eligible to, and may, file an election with the Service that will enable
its shareholders, in effect, to receive the benefit of the foreign tax
credit with respect to any foreign and U.S. possessions income taxes paid
by the Portfolio that are treated as paid by the Fund. Pursuant to the
election, Neuberger & Berman International Fund would treat those taxes as
dividends paid to its shareholders and each shareholder would be required
to (1) include in gross income, and treat as paid by such taxpayer, his or
her proportionate share of those taxes, (2) treat his or her share of
those taxes and of any dividend paid by the Fund that represents income
from foreign or U.S. possessions sources as his or her own income from
those sources, and (3) either deduct the taxes deemed paid by him or her
in computing his or her taxable income or, alternatively, use the

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foregoing information in calculating the foreign tax credit against his or
her federal income tax. Neuberger & Berman International Fund will report
to its shareholders shortly after each taxable year their respective
shares of the income from sources within, and taxes paid to, foreign
countries and U.S. possessions if it makes this election.

A Portfolio may invest in the stock of "passive foreign
investment companies" ("PFICs"). A PFIC is a foreign corporation that, in
general, meets either of the following tests: (1) at least 75% of its
gross income is passive or (2) an average of at least 50% of its assets
produce, or are held for the production of, passive income. Under certain
circumstances, if a Portfolio holds stock of a PFIC, its corresponding
Fund (indirectly through its interest in the Portfolio) will be subject
to federal income tax on a portion of any "excess distribution" received
on the stock or of any gain on disposition of the stock (collectively,
"PFIC income"), plus interest thereon, even if the Fund distributes the
PFIC income as a taxable dividend to its shareholders. The balance of the
PFIC income will be included in the Fund's investment company taxable
income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders.

If a Portfolio invests in a PFIC and elects to treat the
PFIC as a "qualified electing fund," then in lieu of its corresponding
Fund's incurring the foregoing tax and interest obligation, the Fund would
be required to include in income each year its pro rata share of the
Portfolio's pro rata share of the qualified electing fund's annual
ordinary earnings and net capital gain (the excess of net long-term
capital gain over net short-term capital loss) -- which most likely would
have to be distributed by the Fund to satisfy the Distribution Requirement
and to avoid imposition of the Excise Tax -- even if those earnings and
gain were not received by the Portfolio. In most instances it will be
very difficult, if not impossible, to make this election because of
certain requirements thereof.

Pursuant to proposed regulations, open-end RICs, such as
the Funds, would be entitled to elect to mark to market their stock in
certain PFICs. Marking to market, in this context, means recognizing as
gain for each taxable year the excess, as of the end of that year, of the
fair market value of each such PFIC's stock over the adjusted basis in
that stock (including mark to market gain for each prior year for which an
election was in effect).

The Portfolios' use of hedging strategies, such as writ-
ing (selling) and purchasing options and futures contracts and entering
into forward contracts, involves complex rules that will determine for
income tax purposes the character and timing of recognition of the gains
and losses the Portfolios realize in connection therewith. Income from
foreign currencies (except certain gains therefrom that may be excluded by
future regulations), and income from transactions in Financial Instruments
derived by the Portfolio with respect to its business of investing in
securities or foreign currencies, will qualify as permissible income for
its corresponding Fund under the Income Requirement. However, income from

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the disposition by a Portfolio of Financial Instruments (other than those
on foreign currencies) will be subject to the Short-Short Limitation for
its corresponding Fund if they are held for less than three months.
Income from the disposition of foreign currencies, and Financial
Instruments on foreign currencies, that are not directly related to a
Portfolio's principal business of investing in securities (or options and
futures with respect thereto) also will be subject to the Short-Short
Limitation for its corresponding Fund if they are held for less than three
months.

If a Portfolio satisfies certain requirements, any in-
crease in value of a position that is part of a "designated hedge" will be
offset by any decrease in value (whether realized or not) of the
offsetting hedging position during the period of the hedge for purposes of
determining whether its corresponding Fund satisfies the Short-Short
Limitation. Thus, only the net gain (if any) from the designated hedge
will be included in gross income for purposes of that limitation. Each
Portfolio will consider whether it should seek to qualify for this
treatment for its hedging transactions. To the extent a Portfolio does
not so qualify, it may be forced to defer the closing out of certain
Financial Instruments beyond the time when it otherwise would be
advantageous to do so, in order for its corresponding Fund to continue to
qualify as a RIC.

Exchange-traded futures contracts and listed options
thereon ("Section 1256 contracts") are required to be marked to market
(that is, treated as having been sold at market value) at the end of a
Portfolio's taxable year. Sixty percent of any gain or loss recognized as
a result of these "deemed sales," and 60% of any net realized gain or loss
from any actual sales, of Section 1256 contracts are treated as long-term
capital gain or loss; the remainder is treated as short-term capital gain
or loss.

Neuberger & Berman Partners Portfolio and Neuberger &
Berman Socially Responsive Portfolio each may acquire zero coupon
securities or other securities issued with original issue discount
("OID"). As a holder of those securities, each Portfolio (and, through
it, its corresponding Fund) must take into account the OID that accrues on
the securities during the taxable year, even if it receives no
corresponding payment on the securities during the year. Because each
Fund annually must distribute substantially all of its investment company
taxable income (including its share of its corresponding Portfolio's
accrued OID) to satisfy the Distribution Requirement and to avoid
imposition of the Excise Tax, the Fund may be required in a particular
year to distribute as a dividend an amount that is greater than its
proportionate share of the total amount of cash its corresponding
Portfolio actually receives. Those distributions will be made from a
Fund's (or its proportionate share of its corresponding Portfolio's) cash
assets or, if necessary, from the proceeds of sales of that Portfolio's
securities. A Portfolio may realize capital gains or losses from those
sales, which would increase or decrease its corresponding Fund's
investment company taxable income and/or net capital gain. In addition,

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any such gains may be realized on the disposition of securities held for
less than three months. Because of the Short-Short Limitation, any such
gains would reduce a Portfolio's ability to sell other securities, or
certain Financial Instruments, held for less than three months that it
might wish to sell in the ordinary course of its portfolio management.

Taxation of the Funds' Shareholders
-----------------------------------

If Fund shares are sold at a loss after being held for
six months or less, the loss will be treated as long-term, instead of
short-term, capital loss to the extent of any capital gain distributions
received on those shares.

Each Fund is required to withhold 31% of all dividends,
other distributions, and redemption proceeds payable to any individuals
and certain other non-corporate shareholders who do not provide the Fund
with a correct taxpayer identification number. Withholding at that rate
also is required from dividends and other distributions payable to such
shareholders who otherwise are subject to backup withholding.

As described under "How to Sell Shares" in the
Prospectus, a Fund may close a shareholder's account with the Fund and
redeem the remaining shares if the account balance falls below the
specified minimum and the shareholder fails to reestablish the minimum
balance after being given the opportunity to do so. If an account that is
closed pursuant to the foregoing was maintained for an IRA or a qualified
retirement plan (including a simplified employee pension plan, Keogh plan,
corporate profit-sharing and money purchase pension plan, Code
section 401(k) plan, and Code section 403(b)(7) account), the Fund's
payment of the redemption proceeds to the accountholder may result in
adverse tax consequences for the accountholder. The accountholder should
consult his or her tax adviser regarding any such consequences.

PORTFOLIO TRANSACTIONS

Neuberger & Berman acts as principal broker for each
Portfolio (except Neuberger & Berman International Portfolio) in the
purchase and sale of its portfolio securities (other than the substantial
portion of the portfolio transactions of Neuberger & Berman Genesis
Portfolio that involves securities traded on the OTC market, which that
Portfolio purchases and sells in principal transactions with dealers who
are the principal market makers for the securities) and in connection with
the purchase and sale of options on its securities. Neuberger & Berman
may act as broker for Neuberger & Berman International Portfolio.

During the fiscal year ended August 31, 1994, Neuberger &
Berman Manhattan Portfolio paid brokerage commissions of $655,640, of
which $525,610 was paid to Neuberger & Berman. During the fiscal year

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<PAGE>

ended August 31, 1995, that Portfolio paid brokerage commissions of
$654,982, of which $436,568 was paid to Neuberger & Berman.

During the fiscal year ended August 31, 1996, Neuberger & Berman
Manhattan Portfolio paid brokerage commissions of $_____, of which $_____
was paid to Neuberger & Berman. Transactions in which that Portfolio used
Neuberger & Berman as broker comprised _____% of the aggregate dollar
amount of transactions involving the payment of commissions, and _____% of
the aggregate brokerage commissions paid by the Portfolio, during the
fiscal year ended August 31, 1996. _____% of the $_____ paid to other
brokers by that Portfolio during that fiscal year (representing
commissions on transactions involving approximately $_____) was directed
to those brokers because of research services they provided. During the
fiscal year ended August 31, 1996, that Portfolio acquired securities of
the following of its "regular brokers or dealers" (as defined in the 1940
Act) ("Regular B/Ds"): ______________________; at that date, that
Portfolio held the securities of its Regular B/Ds with an aggregate value
as follows: $____________.

During the fiscal year ended August 31, 1994, Neuberger & Berman
Genesis Portfolio paid brokerage commissions of $287,587, of which
$170,883 was paid to Neuberger & Berman. During the fiscal year ended
August 31, 1995, that Portfolio paid brokerage commissions of $199,718, of
which $118,014 was paid to Neuberger & Berman.

During the fiscal year ended August 31, 1996, Neuberger & Berman
Genesis Portfolio paid brokerage commissions of $_____, of which $_____
was paid to Neuberger & Berman. Transactions in which that Portfolio used
Neuberger & Berman as broker comprised ______% of the aggregate dollar
amount of transactions involving the payment of commissions, and _____% of
the aggregate brokerage commissions paid by the Portfolio, during the
fiscal year ended August 31, 1996. _____% of the $_____ paid to other
brokers by that Portfolio during that fiscal year (representing
commissions on transactions involving approximately $_____) was directed
to those brokers because of research services they provided. During the
fiscal year ended August 31, 1996, that Portfolio acquired securities of
the following of its Regular B/Ds: _________________; at that date, that
Portfolio held the securities of its Regular B/Ds with an aggregate value
as follows: $__________.

During the fiscal year ended August 31, 1994, Neuberger &
Berman Focus Portfolio paid brokerage commissions of $719,994, of which
$567,972 was paid to Neuberger & Berman. During the fiscal year ended
August 31, 1995, that Portfolio paid brokerage commissions of $1,031,245,
of which $617,957 was paid to Neuberger & Berman.

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<PAGE>

During the fiscal year ended August 31, 1996, Neuberger & Berman
Focus Portfolio paid brokerage commissions of $_____, of which $_____ was
paid to Neuberger & Berman. Transactions in which that Portfolio used
Neuberger & Berman as broker comprised _____% of the aggregate dollar
amount of transactions involving the payment of commissions, and _____% of
the aggregate brokerage commissions paid by the Portfolio, during the
fiscal year ended August 31, 1996. _____% of the $_____ paid to other
brokers by that Portfolio during that fiscal year (representing
commissions on transactions involving approximately $_____) was directed
to those brokers because of research services they provided. During the
fiscal year ended August 31, 1996, that Portfolio acquired securities of
the following of its Regular B/Ds: ________________; at that date, that
Portfolio held the securities of its Regular B/Ds with an aggregate value
as follows: $__________.

During the fiscal year ended August 31, 1994, Neuberger &
Berman Guardian Portfolio paid brokerage commissions of $2,207,401, of
which $1,647,807 was paid to Neuberger & Berman. During the fiscal year
ended August 31, 1995, that Portfolio paid brokerage commissions of
$3,751,206, of which $2,521,523 was paid to Neuberger & Berman.

During the fiscal year ended August 31, 1996, Neuberger &
Berman Guardian Portfolio paid brokerage commissions of $_____, of which
$_____ was paid to Neuberger & Berman. Transactions in which that
Portfolio used Neuberger & Berman as broker comprised _____% of the
aggregate dollar amount of transactions involving the payment of
commissions, and _____% of the aggregate brokerage commissions paid by the
Portfolio, during the fiscal year ended August 31, 1996. _____% of the
$_____ paid to other brokers by that Portfolio during that fiscal year
(representing commissions on transactions involving approximately $_____)
was directed to those brokers because of research services they provided.
During the fiscal year ended August 31, 1996, that Portfolio acquired
securities of the following of its Regular B/Ds: ________________; at
that date, that Portfolio held the securities of its Regular B/Ds with an
aggregate value as follows: $__________.

During the fiscal year ended August 31, 1994, Neuberger &
Berman Partners Portfolio paid brokerage commissions of $2,994,540, of
which $2,031,570 was paid to Neuberger & Berman. During the fiscal year
ended August 31, 1995, that Portfolio paid brokerage commissions of
$4,608,156, of which $3,092,789 was paid to Neuberger & Berman.

During the fiscal year ended August 31, 1996, Neuberger & Berman
Partners Portfolio paid brokerage commissions of $_____, of which $_____
were paid to Neuberger & Berman. Transactions in which that Portfolio
used Neuberger & Berman as broker comprised _____% of the aggregate dollar
amount of transactions involving the payment of commissions, and _____% of
the aggregate brokerage commissions paid by the Portfolio, during the

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<PAGE>

fiscal year ended August 31, 1996. _____% of the $_____ paid to other
brokers by that Portfolio during that fiscal year (representing
commissions on transactions involving approximately $_____) was directed
to those brokers because of research services they provided. During the
fiscal year ended August 31, 1996, that Portfolio acquired securities of
the following of its Regular B/Ds: ________________; at that date, that
Portfolio held the securities of its Regular B/Ds with an aggregate value
as follows: $__________.

During the period from March 16, 1994 (commencement of
operations) through August 31, 1994, and the fiscal years ended August 31,
1995 and 1996, Neuberger & Berman Socially Responsive Portfolio paid
brokerage commissions of $46,374, $138,378 and $_____, respectively, of
which $46,050, $95,964 and $_____, respectively, were paid to Neuberger &
Berman. Transactions in which that Portfolio used Neuberger & Berman as
broker comprised _____% of the aggregate dollar amount of transactions
involving the payment of commissions, and _____% of the aggregate
brokerage commissions paid by the Portfolio, during the fiscal year ended
August 31, 1996. _____% of the $_____ paid to other brokers by that
Portfolio during that fiscal year (representing commissions on
transactions involving approximately $_____) was directed to those brokers
because of research services they provided. During the fiscal year ended
August 31, 1996, that Portfolio acquired securities of the following of
its Regular B/Ds: __________; at that date, that Portfolio held the
securities of its Regular B/Ds with an aggregate value as follows:
$__________.

During the period June 15, 1994 (commencement of
operations) through August 31, 1994, and the fiscal years ended August 31,
1995 and 1996, Neuberger & Berman International Portfolio paid brokerage
commissions of $24,554, $128,324 and $_____, respectively. During those
periods, that Portfolio paid commissions of $330, $4,110 and $_____,
respectively, to Neuberger & Berman and $0, $0 and $_____, respectively,
to BNP-International Financial Services Corporation (a wholly-owned
subsidiary of BNP that previously was an affiliate of an affiliate of
Neuberger & Berman). Transactions in which the Portfolio used Neuberger &
Berman as broker comprised _____% of the aggregate dollar amount of
transactions involving the payment of commissions, and _____% of the
aggregate brokerage commissions paid by the Portfolio, during the fiscal
year ended August 31, 1996. Of the $_____ paid to other brokers by that
Portfolio during that fiscal year, $_____ (representing commissions on
transactions involving approximately $_____) was directed to those brokers
because of research services they provided. During the fiscal year ended
August 31, 1996, that Portfolio acquired securities of the following of
its Regular B/Ds: _______________________; at that date, the Portfolio
held the securities of its Regular B/Ds with an aggregate value as
follows: $__________.

Insofar as portfolio transactions of Neuberger & Berman
Partners Portfolio result from active management of equity securities, and

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insofar as portfolio transactions of Neuberger & Berman Manhattan
Portfolio result from seeking capital appreciation by selling securities
whenever sales are deemed advisable without regard to the length of time
the securities may have been held, it may be expected that the aggregate
brokerage commissions paid by those Portfolios to brokers (including
Neuberger & Berman where it acts in that capacity) may be greater than if
securities were selected solely on a long-term basis.

Portfolio securities are, from time to time, loaned by a
Portfolio to Neuberger & Berman in accordance with the terms and
conditions of an order issued by the SEC. The order exempts such
transactions from provisions of the 1940 Act that would otherwise prohibit
such transactions, subject to certain conditions. Among the conditions of
the order, securities loans made by a Portfolio to Neuberger & Berman must
be fully secured by cash collateral. Under the order, the portion of the
income on the cash collateral which may be shared with Neuberger & Berman
is determined with reference to concurrent arrangements between Neuberger
& Berman and non-affiliated lenders with which it engages in similar
transactions. In addition, where Neuberger & Berman borrows securities
from a Portfolio in order to re-lend them to others, Neuberger & Berman is
required to pay that Portfolio, on a quarterly basis, certain "excess
earnings" that Neuberger & Berman otherwise has derived from the re-
lending of the borrowed securities. When Neuberger & Berman desires to
borrow a security that a Portfolio has indicated a willingness to lend,
Neuberger & Berman must borrow such security from that Portfolio, rather
than from an unaffiliated lender, unless the unaffiliated lender is
willing to lend such security on more favorable terms (as specified in the
order) than that Portfolio. If a Portfolio's expenses exceed its income
in any securities loan transaction with Neuberger & Berman, Neuberger &
Berman must reimburse that Portfolio for such loss.

During the fiscal years ended August 31, 1996 and 1995,
Neuberger & Berman Manhattan Portfolio earned interest income of $_____
and $507,239, respectively, from the collateralization of securities
loans, from which Neuberger & Berman was paid $_____ and $270,594,
respectively. During the fiscal year ended August 31, 1994, that
Portfolio earned no interest income from the collateralization of
securities loans.

During the fiscal years ended August 31, 1996, 1995 and
1994, Neuberger & Berman Genesis Portfolio earned no interest income from
the collateralization of securities loans.

During the fiscal years ended August 31, 1996, 1995 and
1994, Neuberger & Berman Guardian Portfolio earned interest income of
$_____, $1,430,672 and $147,103, respectively, from the collateralization
of securities loans, from which Neuberger & Berman was paid $_____,
$1,252,190 and $119,620, respectively.

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<PAGE>

During the fiscal years ended August 31, 1996, 1995 and
1994, Neuberger & Berman Focus Portfolio earned interest income of $_____,
$327,447 and $38,627, respectively, from the collateralization of
securities loans, from which Neuberger & Berman was paid $_____, $291,207
and $33,225, respectively.

During the fiscal years ended August 31, 1996, 1995 and
1994, Neuberger & Berman Partners Portfolio earned interest income of
$_____, $52,410 and $16,085, respectively, from the collateralization of
securities loans, from which Neuberger & Berman was paid $______, $48,736
and $13,880, respectively.

During the fiscal years ended August 31, 1996 and 1995,
and the period March 14, 1994 (commencement of operations) to August 31,
1994, Neuberger & Berman Socially Responsive Portfolio earned no interest
income from the collateralization of securities loans.

During the fiscal years ended August 31, 1996 and 1995,
and the period June 15, 1994 (commencement of operations) to August 31,
1994, Neuberger & Berman International Portfolio earned no interest income
from the collateralization of securities loans.

Each Portfolio may also lend securities to unaffiliated
entities, including banks, brokerage firms, and other institutional
investors judged creditworthy by N&B Management, provided that cash or
equivalent collateral, equal to at least 100% of the market value of the
loaned securities, is continuously maintained by the borrower with the
Portfolio. During the time securities are on loan, the borrower will pay
the Portfolio an amount equivalent to any dividends or interest paid on
such securities. The Portfolio may invest the cash collateral and earn
income, or it may receive an agreed upon amount of interest income from a
borrower who has delivered equivalent collateral. These loans are subject
to termination at the option of the Portfolio or the borrower. The
Portfolio may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the interest
earned on the cash or equivalent collateral to the borrower or placing
broker. The Portfolio does not have the right to vote securities on loan,
but would terminate the loan and regain the right to vote if that were
considered important with respect to the investment.

A committee of Independent Portfolio Trustees from time
to time reviews, among other things, information relating to securities
loans by the Portfolios.

In effecting securities transactions, each Portfolio gen-
erally seeks to obtain the best price and execution of orders. Commission
rates, being a component of price, are considered along with other

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<PAGE>

relevant factors. Each Portfolio plans to continue to use Neuberger &
Berman (or any other affiliated broker or dealer) as its broker where, in
the judgment of N&B Management (the Portfolio's investment manager and an
affiliate of the broker), that firm is able to obtain a price and
execution at least as favorable as other qualified brokers. To the
Portfolios' knowledge, no affiliate of any Portfolio receives give-ups or
reciprocal business in connection with their securities transactions.

The use of Neuberger & Berman as a broker for each
Portfolio is subject to the requirements of Section 11(a) of the
Securities Exchange Act of 1934. Section 11(a) prohibits members of
national securities exchanges from retaining compensation for executing
exchange transactions for accounts which they or their affiliates manage,
except where they have the authorization of the persons authorized to
transact business for the account and comply with certain annual reporting
requirements. The Portfolio Trustees have expressly authorized Neuberger
& Berman to retain such compensation, and Neuberger & Berman complies with
the reporting requirements of Section 11(a).

Under the 1940 Act, commissions paid by a Portfolio to
Neuberger & Berman in connection with a purchase or sale of securities on
a securities exchange may not exceed the usual and customary broker's
commission. Accordingly, it is each Portfolio's policy that the
commissions paid to Neuberger & Berman must, in N&B Management's judgment,
be (1) at least as favorable as those charged by other brokers having
comparable execution capability and (2) at least as favorable as
commissions contemporaneously charged by Neuberger & Berman on comparable
transactions for its most favored unaffiliated customers, except for
accounts for which Neuberger & Berman acts as a clearing broker for
another brokerage firm and customers of Neuberger & Berman considered by a
majority of the Independent Portfolio Trustees not to be comparable to the
Portfolio. The Portfolios do not deem it practicable and in their best
interests to solicit competitive bids for commissions on each transaction
effected by Neuberger & Berman. However, consideration regularly is given
to information concerning the prevailing level of commissions charged by
other brokers on comparable transactions during comparable periods of
time. The 1940 Act generally prohibits Neuberger & Berman from acting as
principal in the purchase of portfolio securities from, or the sale of
portfolio securities to, a Portfolio unless an appropriate exemption is
available.

A committee of Independent Portfolio Trustees from time
to time reviews, among other things, information relating to the
commissions charged by Neuberger & Berman to the Portfolios and to its
other customers and information concerning the prevailing level of
commissions charged by other brokers having comparable execution
capability. In addition, the procedures pursuant to which Neuberger &
Berman effects brokerage transactions for the Portfolios must be reviewed
and approved no less often than annually by a majority of the Independent
Portfolio Trustees.

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To ensure that accounts of all investment clients,
including a Portfolio, are treated fairly in the event that Neuberger &
Berman receives transaction instructions regarding a security for more
than one investment account at or about the same time, Neuberger & Berman
may combine orders placed on behalf of clients, including advisory
accounts in which affiliated persons have an investment interest, for the
purpose of negotiating brokerage commissions or obtaining a more favorable
price. Where appropriate, securities purchased or sold may be allocated,
in terms of amount, to a client according to the proportion that the size
of the order actually placed by the account bears to the aggregate size of
orders simultaneously made by the other accounts, subject to de minimis
exceptions; all participating accounts will pay or receive the same price.

Each Portfolio expects that it will continue to execute a
portion of its transactions through brokers other than Neuberger & Berman.
In selecting those brokers, N&B Management considers the quality and
reliability of brokerage services, including execution capability,
performance, and financial responsibility, and may consider research and
other investment information provided by, and sale of Fund shares effected
through, those brokers.

A committee comprised of officers of N&B Management and
partners of Neuberger & Berman who are portfolio managers of some of the
Portfolios and Other N&B Funds (collectively, "N&B Funds") and some of
Neuberger & Berman's managed accounts ("Managed Accounts") evaluates semi-
annually the nature and quality of the brokerage and research services
provided by other brokers. Based on this evaluation, the committee
establishes a list and projected rankings of preferred brokers for use in
determining the relative amounts of commissions to be allocated to those
brokers. Ordinarily, the brokers on the list effect a large portion of
the brokerage transactions for the N&B Funds and the Managed Accounts that
are not effected by Neuberger & Berman. However, in any semi-annual
period, brokers not on the list may be used, and the relative amounts of
brokerage commissions paid to the brokers on the list may vary
substantially from the projected rankings. These variations reflect the
following factors, among others: (1) brokers not on the list or ranking
below other brokers on the list may be selected for particular transac-
tions because they provide better price and/or execution, which is the
primary consideration in allocating brokerage; (2) adjustments may be
required because of periodic changes in the execution or research
capabilities of particular brokers or in the execution or research needs
of the N&B Funds and/or the Managed Accounts; and (3) the aggregate amount
of brokerage commissions generated by transactions for the N&B Funds and
the Managed Accounts may change substantially from one semi-annual period
to the next.

- 102 -
<PAGE>

The commissions charged by a broker other than
Neuberger & Berman may be higher than the amount another firm might charge
if N&B Management determines in good faith that the amount of those
commissions is reasonable in relation to the value of the brokerage and
research services provided by the broker. N&B Management believes that
those research services benefit the Portfolios by supplementing the
research otherwise available to N&B Management. That research may be used
by N&B Management in servicing Other N&B Funds and, in some cases, by
Neuberger & Berman in servicing the Managed Accounts. On the other hand,
research received by N&B Management from brokers effecting portfolio
transactions on behalf of the Other N&B Funds and by Neuberger & Berman
from brokers effecting portfolio transactions on behalf of the Managed
Accounts may be used for the Portfolios' benefit.

Mark R. Goldstein; Judith M. Vale; Lawrence Marx III,
Kent C. Simons, and Kevin L. Risen; Michael M. Kassen and Robert I.
Gendelman; Janet W. Prindle; and Felix Rovelli, each of whom is a Vice
President of N&B Management (except for Mr. Risen and Mr. Gendelman, who
are Assistant Vice Presidents) and a general partner of Neuberger & Berman
(except for Mr. Risen, Mr. Gendelman, and Mr. Rovelli), are the persons
primarily responsible for making decisions as to specific action to be
taken with respect to the investment portfolios of Neuberger & Berman Man-
hattan, Neuberger & Berman Genesis, Neuberger & Berman Focus and Neuberger
& Berman Guardian, Neuberger & Berman Partners, Neuberger & Berman
Socially Responsive and Neuberger & Berman International Portfolios,
respectively. Each of them has full authority to take action with respect
to portfolio transactions and may or may not consult with other personnel
of N&B Management prior to taking such action. If Mr. Goldstein is
unavailable to perform his responsibilities, Susan Switzer, who is an
Assistant Vice President of N&B Management, will assume responsibility for
the portfolio of Neuberger & Berman Manhattan Portfolio. If Ms. Prindle
is unavailable to perform her responsibilities, Farha-Joyce Haboucha, who
is a Vice President of N&B Management, will assume responsibility for the
portfolio of Neuberger & Berman Socially Responsive Portfolio. If
Mr. Rovelli is unavailable to perform his responsibilities, Robert Cresci,
who is an Assistant Vice President of N&B Management, will assume
responsibility for the portfolio of Neuberger & Berman International
Portfolio.

Portfolio Turnover
------------------

A Portfolio's portfolio turnover rate is calculated by
dividing (1) the lesser of the cost of the securities purchased or the
value of the securities sold by the Portfolio during the fiscal year
(other than securities, including options, whose maturity or expiration
date at the time of acquisition was one year or less) by (2) the monthly
average of the value of such securities owned by the Portfolio during the
fiscal year.

- 103 -
<PAGE>

REPORTS TO SHAREHOLDERS

Shareholders of each Fund receive unaudited semi-annual
financial statements, as well as year-end financial statements audited by
the independent auditors or independent accountants for the Fund and its
corresponding Portfolio. Each Fund's statements show the investments
owned by its corresponding Portfolio and the market values thereof and
provide other information about the Fund and its operations, including the
Fund's beneficial interest in its corresponding Portfolio.

ORGANIZATION

The ultimate predecessor of Neuberger & Berman Focus Fund
was a Maryland corporation named "Energy Fund Incorporated." Its name was
changed to "Neuberger & Berman Selected Sectors Plus Energy, Inc." on
January 5, 1989; to "Neuberger & Berman Selected Sectors Fund, Inc." on
November 1, 1991; to "Neuberger & Berman Selected Sectors Fund" on August
2, 1993; and to Neuberger & Berman Focus Fund" on January 1, 1995.

Prior to November 17, 1995, the name of Neuberger &
Berman International Portfolio was "International Portfolio."

CUSTODIAN AND TRANSFER AGENT

Each Fund and Portfolio has selected State Street, 225
Franklin Street, Boston, MA 02110, as custodian for its securities and
cash. All correspondence should be mailed to Neuberger & Berman Funds,
c/o Boston Service Center, P.O. Box 8403, Boston, MA 02266-8403. State
Street also serves as each Fund's transfer and shareholder servicing
agent, administering purchases, redemptions, and transfers of Fund shares
and the payment of dividends and other distributions through its Boston
Service Center. State Street Cayman serves as transfer agent to Neuberger
& Berman International Portfolio.

INDEPENDENT AUDITORS/ACCOUNTANTS

Each Fund and Portfolio (other than Neuberger & Berman
International Portfolio, Neuberger & Berman Manhattan Fund and Portfolio,
and Neuberger & Berman Socially Responsive Fund and Portfolio) has
selected Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, as the
independent auditors who will audit its financial statements. Neuberger &
Berman International Portfolio has selected Ernst & Young, Shedden Road,
George Town, Grand Cayman, Cayman Islands, British West Indies as the
independent auditors who will audit its financial statements. Neuberger &
Berman Manhattan Fund and Portfolio and Neuberger & Berman Socially
Responsive Fund and Portfolio have selected Coopers & Lybrand L.L.P., One
Post Office Square, Boston, MA 02109, as the independent accountants who
will audit their financial statements.

- 104 -
<PAGE>

LEGAL COUNSEL

Each Fund and Portfolio has selected Kirkpatrick &
Lockhart LLP, 1800 Massachusetts Avenue, 2nd Floor, N.W., Washington, D.C.
20036-1800, as its legal counsel.

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 each Fund to own beneficially or of record, 5% or more of that
Fund's outstanding shares at __________, 1996:
<TABLE>
<CAPTION>

Name and Address Percentage of
---------------- Ownership at
, 1996

Neuberger & Berman Manhattan Charles Schwab & Co., Inc.* _____%
Fund Attn: Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4122

Neuberger & Berman Genesis Charles Schwab & Co., Inc.* _____%
Fund Attn: Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4122

Neuberger & Berman* _____%
11 Broadway, 12th Floor
Attn: Steve Gallaro, Operations Control
New York, NY 10004-1303

Union Central Life _____%
Insurance Co.
Attn: Mutual Funds Dept.
Station 3
P.O. Box 40888
Cincinnati, OH 45240-0888

- 105 -
<PAGE>

Name and Address Percentage of
---------------- Ownership at
, 1996

Neuberger & Berman Guardian Charles Schwab & Co., Inc.* _____%
Fund Attn: Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4122

Neuberger & Berman Partners Charles Schwab & Co., Inc.* _____%
Fund Attn: Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4122

Nationwide Life Insurance Plan _____%
QPVA
c/o IPO CO 67
P.O. Box 182029
Columbus, OH 43218-2029

Neuberger & Berman Socially Charles Schwab & Co., Inc.* _____%
Responsive Fund Attn: Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4122

Neuberger & Berman* _____%
Attn: Steve Gallaro, Operations Control
11 Broadway, 12th Floor
New York, NY 10004-1303

Lilo J. Leeds
17 Hilltop Drive _____%
Great Neck, NY 11021-1140

Neuberger & Berman Focus Fund Charles Schwab & Co., Inc.* _____%
Attn: Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4122

- 106 -
<PAGE>

Name and Address Percentage of
---------------- Ownership at
, 1996

Neuberger & Berman Town of Cheshire _____%
International Fund Retirement Plan
Attn: Michael A. Milone, Director of Finance
Town of Cheshire
84 South Main St.
Cheshire, CT 06410-3108

Neuberger & Berman Trust Co., Trustee
Neuberger & Berman Employees Profit Sharing Plan _____%
UTD 05/20/71
Attn: Al Boccardo
605 Third Avenue, 36th Floor
New York, NY 10158-0180

Neuberger & Berman*
11 Broadway, 12th Floor
New York, NY 10004-1303
Attn: Steve Gallaro, Operations Control _____%

</TABLE>
___________________________

* Charles Schwab & Co., Inc. and Neuberger & Berman hold these
shares of record for the accounts of certain of their clients and
have informed the Funds of their policy to maintain the
confidentiality of holdings in their client accounts unless
disclosure is expressly required by law.

REGISTRATION STATEMENT

This SAI and the Prospectus do not contain all the infor-
mation included in the Trust's registration statement filed with the SEC
under the 1933 Act with respect to the securities offered by the
Prospectus. The registration statement, including the exhibits filed
therewith, may be examined at the SEC's offices in Washington, D.C. The
SEC maintains a Website (http://www.sec.gov) that contains this SAI,
material incorporated by reference, and other information regarding the
Funds and Portfolios.

Statements contained in this SAI and in the Prospectus as
to the contents of any contract or other document referred to are not

- 107 -
<PAGE>

necessarily complete, and in each instance reference is made to the copy
of any contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference.

FINANCIAL STATEMENTS

The following financial statements and related documents
are incorporated herein by reference from the Funds' Annual Reports to
shareholders for the fiscal year ended August 31, 1996:

[To be filed by amendment to the Trust's registration
statement]

- 108 -
<PAGE>

Appendix A

RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER

S&P corporate bond ratings:

AAA - Bonds rated AAA have the highest rating assigned by
S&P. Capacity to pay interest and repay principal is extremely strong.

AA - Bonds rated AA have a very strong capacity to pay
interest and repay principal and differ from the higher rated issues only
in small degree.

A - Bonds rated A have a strong capacity to pay interest
and repay principal, although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
bonds in higher rated categories.

BBB - Bonds rated BBB are regarded as having an adequate
capacity to pay principal and interest. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
principal and interest for bonds in this category than for bonds in higher
rated categories.

BB, B, CCC, CC, C - Bonds rated BB, B, CCC, CC, and C are
regarded, on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the terms
of the obligation. BB indicates the lowest degree of speculation and C
the highest degree of speculation. While such bonds will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

CI - The rating CI is reserved for income bonds on which
no interest is being paid.

D - Bonds rated D are in default, and payment of interest
and/or repayment of principal is in arrears.

Plus (+) or Minus (-) - The ratings above may be modified
by the addition of a plus or minus sign to show relative standing within
the major categories.

Moody's corporate bond ratings:

Aaa - Bonds rated Aaa are judged to be of the best qual-
ity. They carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large or
an exceptionally stable margin, and principal is secure. Although the
various protective elements are likely to change, the changes that can be
visualized are most unlikely to impair the fundamentally strong position
of the issuer.

- 109 -
<PAGE>

Aa - Bonds rated Aa are judged to be of high quality by
all standards. Together with the Aaa group, they comprise what are
generally known as "high grade bonds." They are rated lower than the best
bonds because margins of protection may not be as large as in Aaa-rated
securities, fluctuation of protective elements may be of greater
amplitude, or there may be other elements present that make the long-term
risks appear somewhat larger than in Aaa-rated securities.

A - Bonds rated A possess many favorable investment
attributes and are considered to be upper medium grade obligations.
Factors giving security to principal and interest are considered adequate,
but elements may be present that suggest a susceptibility to impairment
sometime in the future.

Baa - Bonds which are rated Baa are considered as medium
grade obligations; i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. These bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba - Bonds rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.

B - Bonds rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.

Caa - Bonds rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect
to principal or interest.

Ca - Bonds rated Ca represent obligations that are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.

C - Bonds rated C are the lowest rated class of bonds,
and issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

Modifiers - Moody's may apply numerical modifiers 1, 2,
and 3 in each generic rating classification described above. The modifier
1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issuer ranks in the lower end of its generic
rating category.

- 110 -
<PAGE>

S&P commercial paper ratings:

A-1 - This highest category indicates that the degree of
safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics are denoted with a plus
sign (+).

Moody's commercial paper ratings

Issuers rated Prime-1 (or related supporting
institutions), also known as P-1, have a superior capacity for repayment
of short-term promissory obligations. Prime-1 repayment capacity will
normally be evidenced by the following characteristics:

- Leading market positions in well-established
industries.
- High rates of return on funds employed.
- Conservative capitalization structures with
moderate reliance on debt and ample asset
protection.
- Broad margins in earnings coverage of fixed
financial charges and high internal cash
generation.
- Well-established access to a range of financial
markets and assured sources of alternate
liquidity.

- 111 -
<PAGE>

Appendix B

PERFORMANCE DATA

[To be filed by amendment to the Trust's registration statement]

- 112 -
<PAGE>

Appendix C

THE ART OF INVESTMENT:
A CONVERSATION WITH ROY NEUBERGER

[To be filed by amendment to the Trust's registration statement]

- 113 -
<PAGE>

NEUBERGER & BERMAN EQUITY FUNDS
POST-EFFECTIVE AMENDMENT NO. 75 ON FORM N-1A

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.
-------- ----------------------------------

(a) Financial Statements:

Audited financial statements for the fiscal year ended August 31,
1996, for Neuberger & Berman Equity Funds (with respect to
Neuberger & Berman Focus Fund, Neuberger & Berman Genesis Fund,
Neuberger & Berman Guardian Fund, Neuberger & Berman
International Fund, Neuberger & Berman Manhattan Fund, Neuberger
& Berman Partners Fund, and Neuberger & Berman Socially
Responsive Fund), Equity Managers Trust (with respect to
Neuberger & Berman Focus Portfolio, Neuberger & Berman Genesis
Portfolio, Neuberger & Berman Guardian Portfolio, Neuberger &
Berman Manhattan Portfolio, Neuberger & Berman Partners
Portfolio, and Neuberger & Berman Socially Responsive Portfolio)
and Global Managers Trust (with respect to Neuberger & Berman
International Portfolio) will be filed by amendment to
Registrant's Registration Statement.

Included in Part A of this Post-Effective Amendment:

Form of FINANCIAL HIGHLIGHTS for
Neuberger & Berman Focus Fund, Neuberger
& Berman Genesis Fund, Neuberger &
Berman Guardian Fund, Neuberger & Berman
International Fund, Neuberger & Berman
Manhattan Fund, Neuberger & Berman
Partners Fund, and Neuberger & Berman
Socially Responsive Fund, to be filed by
amendment to the Registrant's
registration statement, for the periods
indicated therein.
<PAGE>

(b) Exhibits:

Exhibit
Number Description
------- -----------

(1) (a) Certificate of Trust. Incorporated by Reference
to Post-Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and
811-582, Edgar Accession No. 0000898432-95-000314.

(b) Trust Instrument of Neuberger & Berman Equity
Funds. Incorporated by Reference to Post-
Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582, Edgar Accession No. 0000898432-95-000314.

(c) Schedule A - Current Series of Neuberger & Berman
Equity Funds. Incorporated by Reference to Post-
Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and
811-582, Edgar Accession No. 0000898432-95-000314.

(2) By-laws of Neuberger & Berman Equity Funds.
Incorporated by Reference to Post-Effective
Amendment No. 70 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000314.

(3) Voting Trust Agreement. None.

(4) Specimen Share Certificate. Incorporated by
Reference to Post-Effective Amendment No. 66 to
Registrant's Registration Statement, File Nos. 2-
11357 and 811-582.

(5) (a) (i) Management Agreement Between Equity
Managers Trust and Neuberger & Berman
Management Incorporated. Incorporated by
Reference to Post-Effective Amendment No.
70 to Registrant's Registration Statement,
File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000314.
<PAGE>

(ii) Schedule A - Series of Equity Managers
Trust Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 70 to
Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession
No. 0000898432-95-000314.

(iii) Schedule B - Schedule of Compensation
Under the Management Agreement.
Incorporated by Reference to Post-
Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357
and 811-582, Edgar Accession No.
0000898432-95-000314.

(b) (i) Sub-Advisory Agreement Between Neuberger &
Berman Management Incorporated and
Neuberger & Berman, L.P. with Respect to
Equity Managers Trust. Incorporated by
Reference to Post-Effective Amendment No.
70 to Registrant's Registration Statement,
File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000314.

(ii) Schedule A - Series of Equity Managers
Trust Currently Subject to the Sub-
Advisory Agreement. Incorporated by
Reference to Post-Effective Amendment No.
70 to Registrant's Registration Statement,
File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000314.

(c) (i) Management Agreement Between Global
Managers Trust and Neuberger & Berman
Management Incorporated. Incorporated by
Reference to Post-Effective Amendment No.
74 to Registrant's Registration Statement,
File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000426.

(ii) Schedule A - Series of Global Managers
Trust Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 74 to
Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession
No. 0000898432-95-000426.
<PAGE>

(iii) Schedule B - Schedule of Compensation
Under the Management Agreement.
Incorporated by Reference to Post-
Effective Amendment No. 74 to Registrant's
Registration Statement, File Nos. 2-11357
and 811-582, Edgar Accession
No. 0000898432-95-000426.

(d) (i) Sub-Advisory Agreement Between Neuberger &
Berman Management Incorporated and
Neuberger & Berman, L.P. with Respect to
Global Managers Trust. Incorporated by
Reference to Post-Effective Amendment No.
74 to Registrant's Registration Statement,
File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000426.

(ii) Schedule A - Series of Global Managers
Trust Currently Subject to the Sub-
Advisory Agreement. Incorporated by
Reference to Post-Effective Amendment No.
74 to Registrant's Registration Statement,
File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000426.

(6) (a) Distribution Agreement Between Neuberger & Berman
Equity Funds and Neuberger & Berman Management
Incorporated. Incorporated by Reference to Post-
Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582, Edgar Accession No. 0000898432-95-000314.

(b) Schedule A - Series of Neuberger & Berman Equity
Funds Currently Subject to the Distribution
Agreement. Incorporated by Reference to Post-
Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582, Edgar Accession No. 0000898432-95-000314.

(7) Bonus, Profit Sharing or Pension Plans. None.

(8) (a) Custodian Contract Between Neuberger & Berman
Equity Funds and State Street Bank and Trust
Company. Incorporated by Reference to Post-
Effective Amendment No. 74 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582, Edgar Accession No. 0000898432-95-000426.
<PAGE>

(b) Schedule A - Approved Foreign Banking Institutions
and Securities Depositories Under the Custodian
Contract. Incorporated by Reference to Post-
Effective Amendment No. 3 to the Registration
Statement of Neuberger & Berman Equity Assets,
File Nos. 33-82568 and 811-8106, Edgar Accession
No. 0000898432-95-000426.

(c) Schedule B - Approved Foreign Banking Institutions
and Securities Depositories under the Custodian
Contract with Respect to Neuberger & Berman
International Fund. To Be Filed by Amendment.

(9) (a) (i) Transfer Agency and Service Agreement
Between Neuberger & Berman Equity Funds
and State Street Bank and Trust Company.
Incorporated by Reference to Post-
Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357
and 811-582, Edgar Accession No.
0000898432-95-000314.

(ii) Agreement Between Neuberger & Berman
Equity Funds and State Street Bank and
Trust Company Adding Neuberger & Berman
International Fund as a Portfolio Governed
by the Transfer Agency and Service
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 70 to
Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession
No. 0000898432-95-000314.

(iii) First Amendment to Transfer Agency and
Service Agreement Between Neuberger &
Berman Equity Funds and State Street Bank
and Trust Company. Incorporated by
Reference to Post-Effective Amendment No.
70 to Registrant's Registration Statement,
File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000314.

(b) (i) Administration Agreement Between Neuberger
& Berman Equity Funds and Neuberger &
Berman Management Incorporated.
Incorporated by Reference to Post-
Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357
and 811-582, Edgar Accession No.
0000898432-95-000314.
<PAGE>

(ii) Schedule A - Series of Neuberger & Berman
Equity Funds Currently Subject to the
Administration Agreement. Incorporated by
Reference to Post-Effective Amendment No.
71 to Registrant's Registration Statement,
File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000347.

(iii) Schedule B - Schedule of Compensation
Under the Administration Agreement.
Incorporated by Reference to Post-
Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357
and 811-582, Edgar Accession No.
0000898432-95-000314.

(10) Opinion and Consent of Kirkpatrick & Lockhart LLP
on Securities Matters. To Be Filed by Amendment.

(11) (a) Consent of Ernst & Young LLP, Independent
Auditors. To Be Filed by Amendment.

(b) Consent of Ernst & Young, Independent Auditors.
To Be Filed by Amendment.

(12) Financial Statements Omitted from Prospectus.
None.

(13) Letter of Investment Intent. None.

(14) Prototype Retirement Plan. None

(15) Plan Pursuant to Rule 12b-1. None

(16) Schedule of Computation of Performance Quotations.
Incorporated by Reference to Post-Effective
Amendments Nos. 61 and 67 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582.

(17) Financial Data Schedule. To Be Filed by
Amendment.

(18) Plan Pursuant to Rule 18f-3. None.

</TABLE>

Item 25. Persons Controlled By or Under Common Control with
Registrant.
<PAGE>

No person is controlled by or under common control with the
Registrant. (Registrant is organized in a master/feeder fund structure,
and technically may be considered to control the master funds in which it
invests, Equity Managers Trust and Global Managers Trust.)

Item 26. Number of Holders of Securities.
------- -------------------------------

The following information is given as of July 31, 1996.

Number of
Title of Class Record Holders
-------------- --------------

Shares of beneficial
interest, $0.001 par value, of:

Neuberger & Berman Focus Fund 41,848
Neuberger & Berman Genesis Fund 8,742
Neuberger & Berman Guardian Fund 133,553
Neuberger & Berman International Fund 3,337
Neuberger & Berman Manhattan Fund 45,014
Neuberger & Berman Partners Fund 61,632
Neuberger & Berman Socially 2,209
Responsive Fund

Item 27. Indemnification.
------- ---------------

A Delaware business trust may provide in its governing instrument
for indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article IX, Section 2 of the Trust
Instrument provides that the Registrant shall indemnify any present or
former trustee, officer, employee or agent of the Registrant ("Covered
Person") to the fullest extent permitted by law against liability and all
expenses reasonably incurred or paid by him or her in connection with any
claim, action, suit or proceeding ("Action") in which he or she becomes
involved as a party or otherwise by virtue of his or her being or having
been a Covered Person and against amounts paid or incurred by him or her
in settlement thereof. Indemnification will not be provided to a person
adjudged by a court or other body to be liable to the Registrant or its
shareholders by reason of "willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office" ("Disabling Conduct"), or not to have acted in good faith in
the reasonable belief that his or her action was in the best interest of
the Registrant. In the event of a settlement, no indemnification may be
provided unless there has been a determination that the officer or trustee
did not engage in Disabling Conduct (i) by the court or other body
approving the settlement; (ii) by at least a majority of those trustees
who are neither interested persons, as that term is defined in the
Investment Company Act of 1940 ("1940 Act"), of the Registrant
<PAGE>

("Independent Trustees"), nor parties to the matter based upon a review of
readily available facts; or (iii) by written opinion of independent legal
counsel based upon a review of readily available facts.

Pursuant to Article IX, Section 3 of the Trust Instrument, if any
present or former shareholder of any series ("Series") of the Registrant
shall be held personally liable solely by reason of his or her being or
having been a shareholder and not because of his or her acts or omissions
or for some other reason, the present or former shareholder (or his or her
heirs, executors, administrators or other legal representatives or in the
case of any entity, its general successor) shall be entitled out of the
assets belonging to the applicable Series to be held harmless from and
indemnified against all loss and expense arising from such liability. The
Registrant, on behalf of the affected Series, shall, upon request by such
shareholder, assume the defense of any claim made against such shareholder
for any act or obligation of the Series and satisfy any judgment thereon
from the assets of the Series.

Section 9 of the Management Agreements between Neuberger & Berman
Management Incorporated ("N&B Management") and Equity Managers Trust and
Global Managers Trust (Equity Managers Trust and Global Managers Trust are
collectively referred to as the "Managers Trusts") provide that neither
N&B Management nor any director, officer or employee of N&B Management
performing services for the series of the Managers Trusts at the direction
or request of N&B Management in connection with N&B Management's discharge
of its obligations under the Agreements 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 the Agreements relates; provided, that
nothing in the Agreements shall be construed (i) to protect N&B Management
against any liability to the Managers Trusts or any series thereof or
their interest holders to which N&B Management would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of N&B Management's reckless
disregard of its obligations and duties under the Agreements, or (ii) to
protect any director, officer or employee of N&B Management who is or was
a trustee or officer of the Managers Trusts against any liability to the
Managers Trusts or any series thereof or its interest holders 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 Trusts.

Section 1 of the Sub-Advisory Agreements between N&B Management and
Neuberger & Berman, L.P. ("Neuberger & Berman") with respect to the
Managers Trusts provides that, in the absence of willful misfeasance, bad
faith or gross negligence in the performance of its duties or of reckless
disregard of its duties and obligations under the Agreement, Neuberger &
Berman will not be subject to any liability for any act or omission or any
loss suffered by any series of the Managers Trusts or their interest
holders in connection with the matters to which the Agreements relate.

Section 12 of the Administration Agreement between the Registrant
and N&B Management provides that N&B Management will not be liable to the
Registrant for any action taken or omitted to be taken by N&B Management
or its employees, agents or contractors in carrying out the provisions of
<PAGE>

the Agreement if such action was taken or omitted in good faith and
without negligence or misconduct on the part of N&B Management, or its
employees, agents or contractors. Section 13 of the Administration
Agreement provides that the Registrant shall indemnify N&B Management and
hold it harmless from and against any and all losses, damages and
expenses, including reasonable attorneys' fees and expenses, incurred by
N&B Management that result from: (i) any claim, action, suit or
proceeding in connection with N&B Management's entry into or performance
of the Agreement; or (ii) any action taken or omission to act committed by
N&B Management in the performance of its obligations under the Agreement;
or (iii) any action of N&B Management upon instructions believed in good
faith by it to have been executed by a duly authorized officer or
representative of a Series; provided, that N&B Management will not be
entitled to such indemnification in respect of actions or omissions
constituting negligence or misconduct on the part of N&B Management, or
its employees, agents or contractors. Amounts payable by the Registrant
under this provision shall be payable solely out of assets belonging to
that Series, and not from assets belonging to any other Series of the
Registrant. Section 14 of the Administration Agreement provides that N&B
Management will indemnify the Registrant and hold it harmless from and
against any and all losses, damages and expenses, including reasonable
attorneys' fees and expenses, incurred by the Registrant that result from:
(i) N&B Management's failure to comply with the terms of the Agreement; or
(ii) N&B Management's lack of good faith in performing its obligations
under the Agreement; or (iii) the negligence or misconduct of N&B
Management, or its employees, agents or contractors in connection with the
Agreement. The Registrant shall not be entitled to such indemnification
in respect of actions or omissions constituting negligence or misconduct
on the part of the Registrant or its employees, agents or contractors
other than N&B Management, unless such negligence or misconduct results
from or is accompanied by negligence or misconduct on the part of N&B
Management, any affiliated person of N&B Management, or any affiliated
person of an affiliated person of N&B Management.

Section 11 of the Distribution Agreement between the Registrant and
N&B Management provides that N&B Management shall look only to the assets
of a Series for the Registrant's performance of the Agreement by the
Registrant on behalf of such Series, and neither the Trustees nor any of
the Registrant's officers, employees or agents, whether past, present or
future, shall be personally liable therefor.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("1933 Act") may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such trustee, officer or controlling person, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
<PAGE>

whether such indemnification by it is against public policy as expressed
in the 1933 Act and will be governed by the final adjudication of such
issue.

Item 28. Business and Other Connections of Adviser and Sub-Adviser.
------- ---------------------------------------------------------

There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of N&B Management and each partner of Neuberger &
Berman is, or at any time during the past two years has been, engaged for
his or her own account or in the capacity of director, officer, employee,
partner or trustee.

NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------

<S> <C>

Claudia A. Brandon Secretary, Neuberger & Berman Advisers Management
Vice President, N&B Management Trust (Delaware business trust); Secretary, Advisers
Managers Trust; Secretary, Neuberger & Berman
Advisers Management Trust (Massachusetts business
trust) (1); Secretary, Neuberger & Berman Income
Funds; Secretary, Neuberger & Berman Income Trust;
Secretary, Neuberger & Berman Equity Funds;
Secretary, Neuberger & Berman Equity Trust;
Secretary, Income Managers Trust; Secretary, Equity
Managers Trust; Secretary, Global Managers Trust;
Secretary, Neuberger & Berman Equity Assets.

Stacy Cooper-Shugrue Assistant Secretary, Neuberger & Berman Advisers
Assistant Vice President, Management Trust (Delaware business trust);
N&B Management Assistant Secretary, Advisers Managers Trust;
Assistant Secretary, Neuberger & Berman Advisers
Management Trust (Massachusetts business trust) (1);
Assistant Secretary, Neuberger & Berman Income
Funds; Assistant Secretary, Neuberger & Berman
Income Trust; Assistant Secretary, Neuberger &
Berman Equity Funds; Assistant Secretary,
Neuberger & Berman Equity Trust; Assistant
Secretary, Income Managers Trust; Assistant
Secretary, Equity Managers Trust; Assistant
Secretary, Global Managers Trust; Assistant
Secretary, Neuberger & Berman Equity Assets.
<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------

Robert Cresci Assistant Portfolio Manager, BNP-N&B Global Asset
Assistant Vice President, N&B Management Management L.P. (joint venture of Neuberger & Berman
and Banque Nationale de Paris) (2).

Barbara DiGiorgio, Assistant Treasurer, Neuberger & Berman Advisers
Assistant Vice President, N&B Management Management Trust (Delaware business trust);
Assistant Treasurer, Advisers Managers Trust;
Assistant Treasurer, Neuberger & Berman Income
Funds; Assistant Treasurer, Neuberger & Berman
Income Trust; Assistant Treasurer, Neuberger &
Berman Equity Funds; Assistant Treasurer,
Neuberger & Berman Equity Trust; Assistant
Treasurer, Income Managers Trust; Assistant
Treasurer, Equity Managers Trust; Assistant
Treasurer, Global Managers Trust; Assistant
Treasurer, Neuberger & Berman Equity Assets.

Stanley Egener Chairman of the Board and Trustee, Neuberger &
President and Director, N&B Management; Berman Advisers Management Trust (Delaware business
General Partner, Neuberger & Berman trust); Chairman of the Board and Trustee, Advisers
Managers Trust; Chairman of the Board and Trustee,
Neuberger & Berman Advisers Management Trust
(Massachusetts business trust) (1); Chairman of the
Board and Trustee, Neuberger & Berman Income Funds;
Chairman of the Board and Trustee, Neuberger &
Berman Income Trust; Chairman of the Board and
Trustee, Neuberger & Berman Equity Funds; Chairman
of the Board and Trustee, Neuberger & Berman Equity
Trust; Chairman of the Board and Trustee, Income
Managers Trust; Chairman of the Board and Trustee,
Equity Managers Trust; Chairman of the Board and
Trustee, Global Managers Trust; Chairman of the
Board and Trustee, Neuberger & Berman Equity Assets.

Theodore P. Giuliano President and Trustee, Neuberger & Berman Income
Vice President and Director, N&B Management; Funds; President and Trustee, Neuberger & Berman
General Partner, Neuberger & Berman Income Trust; President and Trustee, Income Managers
Trust.
<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------

C. Carl Randolph Assistant Secretary, Neuberger & Berman Advisers
General Partner, Neuberger & Berman Management Trust (Delaware business trust);
Assistant Secretary, Advisers Managers Trust;
Assistant Secretary, Neuberger & Berman Advisers
Management Trust (Massachusetts business trust) (1);
Assistant Secretary, Neuberger & Berman Income
Funds; Assistant Secretary, Neuberger & Berman
Income Trust; Assistant Secretary, Neuberger &
Berman Equity Funds; Assistant Secretary,
Neuberger & Berman Equity Trust; Assistant
Secretary, Income Managers Trust; Assistant
Secretary, Equity Managers Trust; Assistant
Secretary, Global Managers Trust; Assistant
Secretary, Neuberger & Berman Equity Assets.

Felix Rovelli Senior Vice President-Senior Equity Portfolio
Vice President, N&B Management Manager, BNP-N&B Global Asset Management L.P. (joint
venture of Neuberger & Berman and Banque Nationale
de Paris) (2).

Richard Russell Treasurer, Neuberger & Berman Advisers Management
Vice President, N&B Management Trust (Delaware business trust); Treasurer, Advisers
Managers Trust; Treasurer, Neuberger & Berman
Advisers Management Trust (Massachusetts business
trust) (1); Treasurer, Neuberger & Berman Income
Funds; Treasurer, Neuberger & Berman Income Trust;
Treasurer, Neuberger & Berman Equity Funds;
Treasurer, Neuberger & Berman Equity Trust;
Treasurer, Income Managers Trust; Treasurer, Equity
Managers Trust; Treasurer, Global Managers Trust;
Treasurer, Neuberger & Berman Equity Assets.

Daniel J. Sullivan Vice President, Neuberger & Berman Advisers
Senior Vice President, N&B Management Management Trust (Delaware business trust); Vice
President, Advisers Managers Trust; Vice President,
Neuberger & Berman Advisers Management Trust
(Massachusetts business trust) (1); Vice President,
Neuberger & Berman Income Funds; Vice President,
Neuberger & Berman Income Trust; Vice President,
Neuberger & Berman Equity Funds; Vice President,
Neuberger & Berman Equity Trust; Vice President,
Income Managers Trust; Vice President, Equity
Managers Trust; Vice President, Global Managers
Trust; Vice President, Neuberger & Berman Equity
Assets.
<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------

Susan Switzer Portfolio Manager, Mitchell Hutchins Asset
Assistant Vice President, N&B Management Management Inc., 1285 Avenue of the Americas, New
York, New York 10019 (3).

Michael J. Weiner Vice President, Neuberger & Berman Advisers
Senior Vice President, N&B Management Management Trust (Delaware business trust); Vice
President, Advisers Managers Trust; Vice President,
Neuberger & Berman Advisers Management Trust
(Massachusetts business trust) (1); Vice President,
Neuberger & Berman Income Funds; Vice President,
Neuberger & Berman Income Trust; Vice President,
Neuberger & Berman Equity Funds; Vice President,
Neuberger & Berman Equity Trust; Vice President,
Income Managers Trust; Vice President, Equity
Managers Trust; Vice President, Global Managers
Trust; Vice President, Neuberger & Berman Equity
Assets.

Celeste Wischerth, Assistant Treasurer, Neuberger & Berman Advisers
Assistant Vice President, N&B Management Management Trust (Delaware business trust);
Assistant Treasurer, Advisers Managers Trust;
Assistant Treasurer, Neuberger & Berman Income
Funds; Assistant Treasurer, Neuberger & Berman
Income Trust; Assistant Treasurer, Neuberger &
Berman Equity Funds; Assistant Treasurer,
Neuberger & Berman Equity Trust; Assistant
Treasurer, Income Managers Trust; Assistant
Treasurer, Equity Managers Trust; Assistant
Treasurer, Global Managers Trust; Assistant
Treasurer, Neuberger & Berman Equity Assets.

Lawrence Zicklin President and Trustee, Neuberger & Berman Advisers
Director, N&B Management; General Partner, Management Trust (Delaware business trust);
Neuberger & Berman President and Trustee, Advisers Managers Trust;
President and Trustee, Neuberger & Berman Advisers
Management Trust (Massachusetts business trust) (1);
President and Trustee, Neuberger & Berman Equity
Funds; President and Trustee, Neuberger & Berman
Equity Trust; President and Trustee, Equity Managers
Trust; President, Global Managers Trust; President
and Trustee, Neuberger & Berman Equity Assets

</TABLE>

The principal address of N&B Management, Neuberger & Berman, and of
each of the investment companies named above, is 605 Third Avenue, New
York, New York 10158.
<PAGE>

---------------------------

(1) Until April 30, 1995.
(2) Until October 31, 1995.
(3) Until 1994.

Item 29. Principal Underwriters.
------- ----------------------

(a) N&B Management, the principal underwriter distributing
securities of the Registrant, is also the principal underwriter and
distributor for each of the following investment companies:

Neuberger & Berman Advisers Management Trust
Neuberger & Berman Equity Assets
Neuberger & Berman Equity Trust
Neuberger & Berman Income Funds
Neuberger & Berman Income Trust

N&B Management is also the investment manager to the master
funds in which the above-named investment companies invest.

(b) Set forth below is information concerning the directors and
officers of the Registrant's principal underwriter. The principal
business address of each of the persons listed is 605 Third Avenue, New
York, New York 10158-0180, which is also the address of the Registrant's
principal underwriter.

<TABLE>
<CAPTION>
NAME POSITIONS AND OFFICES POSITIONS AND OFFICES
---- WITH UNDERWRITER WITH REGISTRANT
---------------------- ---------------------

Claudia A. Brandon Vice President Secretary

Patrick T. Byrne Assistant Vice President None

Richard A. Cantor Chairman of the Board and None
Director

Robert Conti Treasurer None

Stacy Cooper-Shugrue Assistant Vice President Assistant Secretary

Robert Cresci Assistant Vice President None

William Cunningham Vice President None

Barbara DiGiorgio Assistant Vice President Assistant Treasurer
<PAGE>

NAME POSITIONS AND OFFICES POSITIONS AND OFFICES
---- WITH UNDERWRITER WITH REGISTRANT
---------------------- ---------------------

Roberta D'Orio Assistant Vice President None

Stanley Egener President and Director Chairman of the Board of
Trustees
(Chief Executive Officer)

Joseph G. Galli Assistant Vice President None

Robert I. Gendelman Assistant Vice President None

Mark R. Goldstein Vice President None

Theodore P. Giuliano Vice President and Director None

Farha-Joyce Haboucha Vice President None

Leslie Holliday-Soto Assistant Vice President None

Jody L. Irwin Assistant Vice President None

Michael M. Kassen Vice President None

Irwin Lainoff Director None

Michael Lamberti Vice President None

Josephine Mahaney Vice President None

Carmen G. Martinez Assistant Vice President None

Lawrence Marx III Vice President None

Ellen Metzger Vice President and Secretary None

Paul Metzger Assistant Vice President None

Janet W. Prindle Vice President None

Kevin L. Risen Assistant Vice President None

Felix Rovelli Vice President None

Richard Russell Vice President Treasurer (Principal
Accounting Officer)

Marvin C. Schwartz Director None

Kent C. Simons Vice President None
<PAGE>

NAME POSITIONS AND OFFICES POSITIONS AND OFFICES
---- WITH UNDERWRITER WITH REGISTRANT
---------------------- ---------------------

Frederick B. Soule Vice President None

Daniel J. Sullivan Senior Vice President Vice President

Peter E. Sundman Senior Vice President None

Susan Switzer Assistant Vice President None

Andrea Trachtenberg Vice President of Marketing None

Judith M. Vale Vice President None

Clara Del Villar Vice President None

Susan Walsh Assistant Vice President None

Michael J. Weiner Senior Vice President Vice President
(Principal Financial Officer)

Celeste Wischerth Assistant Vice President Assistant Treasurer

Thomas Wolfe Vice President None

Lawrence Zicklin Director Trustee and President

</TABLE>

(c) No commissions or other compensation were received directly
or indirectly from the Registrant by any principal underwriter who was not
an affiliated person of the Registrant.

Item 30. Location of Accounts and Records.
------- --------------------------------

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, as amended, and the rules promulgated
thereunder with respect to the Registrant are maintained at the offices of
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, except for the Registrant's Trust Instrument and By-
laws, minutes of meetings of the Registrant's Trustees and shareholders
and the Registrant's policies and contracts, which are maintained at the
offices of the Registrant, 605 Third Avenue, New York, New York 10158.

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, as amended, and the rules promulgated
thereunder with respect to Equity Managers Trust are maintained at the
offices of State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110, except for Equity Managers Trust's
<PAGE>

Declaration of Trust and By-laws, minutes of meetings of Equity Managers
Trust's Trustees and shareholders and Equity Managers Trust's policies and
contracts, which are maintained at the offices of the Equity Managers
Trust, 605 Third Avenue, New York, New York 10158.

All accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act, as amended, and the rules
promulgated thereunder with respect to Global Managers Trust are
maintained at the offices of State Street Cayman Trust Company, Ltd.,
Elizabethan Square, P.O. Box 1984, George Town, Grand Cayman, Cayman
Islands, BWI.

Item 31. Management Services
------- -------------------

Other than as set forth in Parts A and B of this Post-
Effective Amendment, the Registrant is not a party to any management-
related service contract.

Item 32. Undertakings
------- ------------

Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual report
to shareholders of Neuberger & Berman Focus, Neuberger & Berman Genesis,
Neuberger & Berman Guardian, Neuberger & Berman Manhattan, Neuberger &
Berman Partners, and Neuberger & Berman Socially Responsive Funds and/or a
copy of Registrant's latest annual report to shareholders of Neuberger &
Berman International Fund, upon request and without charge.
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, NEUBERGER & BERMAN
EQUITY FUNDS has duly caused this Post-Effective Amendment No. 75 to its
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City and State of New York on the 4th day
of October, 1996.

NEUBERGER & BERMAN EQUITY FUNDS

By:/s/Lawrence Zicklin
----------------------------
Lawrence Zicklin
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 75 has been signed below by the following
persons in the capacities and on the date indicated.

Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/Faith Colish
----------------------- Trustee October 4, 1996
Faith Colish*

/s/ Donald M. Cox Trustee October 4, 1996
------------------------
Donald M. Cox*

/s/ Stanley Egener Chairman of the Board and Trustee October 4, 1996
------------------------ (Chief Executive Officer)
Stanley Egener

/s/Howard A. Mileaf Trustee October 4, 1996
------------------------
Howard A. Mileaf*

\\DCBDC\DOCS_FILES-127019.01
<PAGE>

Signature Title Date
--------- ----- ----

/s/Edward I. O'Brien Trustee October 4, 1996
-------------------------
Edward I. O'Brien*

/s/John T. Patterson, Jr. Trustee October 4, 1996
-------------------------
John T. Patterson, Jr.*

/s/John P. Rosenthal Trustee October 4, 1996
------------------------
John P. Rosenthal*

/s/Cornelius T. Ryan Trustee October 4, 1996
------------------------
Cornelius T. Ryan*

/s/Gustave H. Shubert Trustee October 4, 1996
------------------------
Gustave H. Shubert*

/s/ Alan R. Gruber
------------------------ Trustee October 4, 1996
Alan R. Gruber*

/s/ Lawrence Zicklin
------------------------ President and Trustee October 4, 1996
Lawrence Zicklin

/s/ Michael J. Weiner Vice President (Principal October 4, 1996
------------------------ Financial Officer)
Michael J. Weiner

/s/ Richard Russell Treasurer (Principal October 4, 1996
------------------------ Accounting Officer)
Richard Russell

</TABLE>

* Signatures affixed by Arthur C. Delibert pursuant to a power of
attorney dated October 20, 1993, and filed herewith.
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, EQUITY MANAGERS TRUST has duly caused
the Post-Effective Amendment No. 75 to be signed on its behalf by the
undersigned, thereto duly authorized, in the City and State of New York on
the 4th day of October, 1996.

EQUITY MANAGERS TRUST

By:/s/ Lawrence Zicklin
----------------------
Lawrence Zicklin
President

Pursuant to the requirements of the Securities Act of 1933, the
Post-Effective Amendment No. 75 has been signed below by the following
persons in the capacities and on the date indicated.

Signature Title Date
--------- ----- ----

/s/Faith Colish Trustee October 4, 1996
--------------------------
Faith Colish

/s/Donald M. Cox Trustee October 4, 1996
--------------------------
Donald M. Cox

/s/Stanley Egener Chairman of the Board October 4, 1996
-------------------------- and Trustee (Chief
Stanley Egener Executive Officer)

/s/Howard A. Mileaf Trustee October 4, 1996
--------------------------
Howard A. Mileaf

/s/Edward I. O'Brien Trustee October 4, 1996
--------------------------
Edward I. O'Brien

(signatures continued on next page)
<PAGE>

Signature Title Date
--------- ----- ----

/s/John T. Patterson, Jr. Trustee October 4, 1996
--------------------------
John T. Patterson, Jr.

/s/John P. Rosenthal Trustee October 4, 1996
--------------------------
John P. Rosenthal

/s/Cornelius T. Ryan Trustee October 4, 1996
--------------------------
Cornelius T. Ryan

/s/Gustave H. Shubert Trustee October 4, 1996
--------------------------
Gustave H. Shubert

/s/Alan R. Gruber Trustee October 4, 1996
--------------------------
Alan R. Gruber

/s/Lawrence Zicklin President and Trustee October 4, 1996
--------------------------
Lawrence Zicklin

/s/Michael J. Weiner Vice President (Principal October 4, 1996
-------------------------- Financial Officer)
Michael J. Weiner

/s/Richard Russell Treasurer (Principal Accounting October 4, 1996
-------------------------- Officer)
Richard Russell

</TABLE>
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, GLOBAL MANAGERS TRUST has duly caused
Post-Effective Amendment No. 75 to be signed on its behalf by the
undersigned, thereto duly authorized, at Paget, Bermuda, on the 17th day
of May, 1996.

GLOBAL MANAGERS TRUST

By:/s/ Stanley Egener
----------------------
Stanley Egener
Chairman of the Board
(Chief Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, Post-
Effective Amendment No. 75 has been signed below by the following persons
in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ---- ----

/s/Stanley Egener Chairman of the Board and Trustee May 17, 1996
-------------------------- (Chief Executive Officer)
Stanley Egener

/s/Howard A. Mileaf Trustee May 17, 1996
--------------------------
Howard A. Mileaf

/s/John T. Patterson, Jr. Trustee May 17, 1996
--------------------------

/s/John P. Rosenthal Trustee May 17, 1996
--------------------------
John P. Rosenthal

/s/Michael J. Weiner Vice President (Principal Financial May 17, 1996
-------------------------- Officer)
Michael J. Weiner

/s/Richard Russell Treasurer (Principal Accounting May 17, 1996
-------------------------- Officer)
Richard Russell*

</TABLE>
<PAGE>

* Signature affixed at Paget, Bermuda, by Arthur C. Delibert pursuant to a
power of attorney signed at Paget, Bermuda on May 5, 1995, and filed
herewith.
<PAGE>

POWER OF ATTORNEY
-----------------

NEUBERGER & BERMAN EQUITY FUNDS, a Delaware business trust (the
"Trust"), and each of its undersigned officers and trustees hereby
nominates, constitutes and appoints Lawrence Zicklin, Michael J. Weiner,
Richard M. Phillips, Alan R. Dynner, Dana L. Platt and Arthur C. Delibert
(with full power to each of them to act alone) its/his/her true and lawful
attorney-in-fact and agent, for it/him/her and on its/his/her behalf and
in its/his/her name, place and stead in any and all capacities, to make,
execute and sign any and all amendments to the Trust's Registration
Statement on Form N-1A under the Securities Act of 1933 and/or the
Investment Company Act of 1940, any registration statements on Form N-14,
and to file with the Securities and Exchange Commission, and any other
regulatory authority having jurisdiction over the offer and sale of shares
of the Beneficial Interest of the Trust, any such amendment, and any and
all supplements thereto or to any prospectus or statement of additional
information forming a part thereof, and any and all exhibits and other
documents requisite in connection therewith, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as the Trust and the
undersigned officers and trustees itself/themselves might or could do.

IN WITNESS WHEREOF, NEUBERGER & BERMAN EQUITY FUNDS has caused
this power of attorney to be executed in its name by its President, and
attested by its Secretary, and the undersigned officers and trustees have
hereunto set their hands and seals this 20th day of October, 1993.

NEUBERGER & BERMAN EQUITY FUNDS

By: /s/ Lawrence Zicklin
-----------------------------
Lawrence Zicklin, President

[SEAL]

ATTEST:

/s/ Claudia A. Brandon
------------------------------
Claudia A. Brandon,
Secretary

[Signatures Continued on Next Page]
<PAGE>

Signature Title
--------- -----

<S> <C>

/s/Stanley Egener Chairman of the Board, Chief Executive Officer,
------------------------------ and Trustee
Stanley Egener

/s/Lawrence Zicklin President and Trustee
------------------------------
Lawrence Zicklin

/s/ Michael J. Weiner Vice President and Principal Financial Officer
------------------------------
Michael J. Weiner

/s/Richard Russell Treasurer and Principal Accounting Officer
------------------------------
Richard Russell

Trustee(CROSSED OUT)
------------------------------ (Retired April 28, 1995)
Saul G. Cohen(CROSSED OUT)

/s/Faith Colish Trustee
------------------------------
Faith Colish

/s/ Donald M. Cox Trustee
------------------------------
Donald M. Cox

/s/ Alan R. Gruber Trustee
------------------------------
Alan R. Gruber

/s/Howard A. Mileaf Trustee
------------------------------
Howard A. Mileaf

[Signatures Continued on Next Page]
<PAGE>

Signature Title
--------- -----

<S> <C>

/s/Edward I. O'Brien Trustee
------------------------------
Edward I. O'Brien

Trustee(CROSSED OUT)
------------------------------ (Retired April 28, 1995)
Steven L. Osterweis(CROSSED OUT)

/s/John T. Patterson, Jr. Trustee
------------------------------
John T. Patterson, Jr.

/s/John P. Rosenthal Trustee
------------------------------
John P. Rosenthal

/s/Cornelius T. Ryan Trustee
------------------------------
Cornelius T. Ryan

/s/Gustave H. Shubert Trustee
------------------------------
Gustave H. Shubert

Trustee(CROSSED OUT)
------------------------------ (Retired April 28, 1995)
Albert M. Stone(CROSSED OUT)

</TABLE>
<PAGE>

POWER OF ATTORNEY

GLOBAL MANAGERS TRUST, a New York trust (the "Trust"), and each
of its undersigned officers and trustees hereby nominates, constitutes and
appoints Stanley Egener, Michael J. Weiner, Alan R. Dynner, Richard M.
Phillips, Arthur C. Delibert, Susan M. Casey, Beth A. Stekler, Jacqueline
Henning and Lenore Joan McCabe (with full power to each of them to act
alone) its/his/her true and lawful attorney-in-fact and agent, for
it/him/her and on its/his/her behalf and in its/his/her name, place and
stead in any and all capacities, to make, execute and sign any and all
amendments to the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933 and the Investment Company Act of 1940, any
registration statement of any feeder fund investing in the Trust, and any
registration statements on Form N-14, and to file with the Securities and
Exchange Commission, and any other regulatory authority having
jurisdiction over the offer and sale of shares of the Beneficial Interest
of the Trust, any such amendment, and any and all supplements thereto or
to any prospectus or statement of additional information forming a part
thereof, and any and all exhibits and other documents requisite in
connection therewith, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to
all intents and purposes as the Trust and the undersigned officers and
trustees itself/themselves might or could do.

IN WITNESS WHEREOF, GLOBAL MANAGERS TRUST has caused this power
of attorney to be executed in its name by its Chairman, and attested by
its Secretary, and the undersigned officers and trustees have hereunto set
their hands and seals at Paget, Bermuda, this 5th day of May, 1995.

GLOBAL MANAGERS TRUST

/s/ Stanley Egener
By: _________________________________
Stanley Egener, Chairman of the
Board

[SEAL]

ATTEST:

/s/ Claudia A. Brandon
______________________________
Claudia A. Brandon,
Secretary

[Signatures Continued on Next Page]

- 10 -
<PAGE>

SIGNATURE TITLE

<S> <C>

/s/ Stanley Egener
___________________ Chairman of the Board
Stanley Egener and Trustee (Chief
Executive Officer)

/s/ Howard A. Mileaf
___________________ Trustee
Howard A. Mileaf

/s/ John T. Patterson, Jr.
___________________ Trustee
John T. Patterson, Jr.

/s/ John P. Rosenthal
___________________ Trustee
John P. Rosenthal

___________________ Vice President
Michael J. Weiner

/s/ Richard Russell
___________________ Treasurer
Richard Russell

/s/ Claudia A. Brandon
___________________ Secretary
Claudia A. Brandon
<PAGE>

NEUBERGER & BERMAN EQUITY FUNDS
POST-EFFECTIVE AMENDMENT NO. 75 ON FORM N-1A

INDEX TO EXHIBITS

</TABLE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
----- ----------- ----------

(1) (a) Certificate of Trust. Incorporated by Reference to Post- N.A.
Effective Amendment No. 70 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-95-000314.

(b) Trust Instrument of Neuberger & Berman Equity Funds. N.A.
Incorporated by Reference to Post-Effective Amendment No. 70
to Registrant's Registration Statement, File Nos. 2-11357 and
811-582, Edgar Accession No. 0000898432-95-000314.

(c) Schedule A - Current Series of Neuberger & Berman Equity N.A.
Funds. Incorporated by Reference to Post-Effective Amendment
No. 70 to Registrant's Registration Statement, File Nos. 2-
11357 and 811-582, Edgar Accession No. 0000898432-95-000314.

(2) By-laws of Neuberger & Berman Equity Funds. Incorporated by Reference N.A.
to Post-Effective Amendment No. 70 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-95-000314.

(3) Voting Trust Agreement. None. N.A.

(4) Specimen Share Certificate. Incorporated by Reference to Post- N.A.
Effective Amendment No. 66 to Registrant's Registration Statement,
File Nos. 2-11357 and 811-582.

(5) (a) (i) Management Agreement Between Equity Managers Trust N.A.
and Neuberger & Berman Management Incorporated.
Incorporated by Reference to Post-Effective Amendment
No. 70 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-95-000314.
<PAGE>

Sequentially
Exhibit Numbered
Number Description Page
----- ----------- ----------

(ii) Schedule A - Series of Equity Managers Trust N.A.
Currently Subject to the Management Agreement.
Incorporated by Reference to Post-Effective Amendment
No. 70 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-95-000314.

(iii) Schedule B - Schedule of Compensation Under the N.A.
Management Agreement. Incorporated by Reference to
Post-Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582, Edgar Accession No. 0000898432-95-000314.

(b) (i) Sub-Advisory Agreement Between Neuberger & Berman N.A.
Management Incorporated and Neuberger & Berman, L.P.
with Respect to Equity Managers Trust. Incorporated
by Reference to Post-Effective Amendment No. 70 to
Registrant's Registration Statement, File Nos. 2-
11357 and 811-582, Edgar Accession No. 0000898432-95-
000314.

(ii) Schedule A - Series of Equity Managers Trust N.A.
Currently Subject to the Sub-Advisory Agreement.
Incorporated by Reference to Post-Effective Amendment
No. 70 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-95-000314.

(c) (i) Management Agreement Between Global Managers Trust N.A.
and Neuberger & Berman Management Incorporated.
Incorporated by Reference to Post-Effective Amendment
No. 74 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession
No. 0000898432-95-000426.

(ii) Schedule A - Series of Global Managers Trust N.A.
Currently Subject to the Management Agreement.
Incorporated by Reference to Post-Effective Amendment
No. 74 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession
No. 0000898432-95-000426.

(iii) Schedule B - Schedule of Compensation Under the N.A.
Management Agreement. Incorporated by Reference to
Post-Effective Amendment No. 74 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582, Edgar Accession No. 0000898432-95-000426.
<PAGE>

Sequentially
Exhibit Numbered
Number Description Page
----- ----------- ----------

(d) (i) Sub-Advisory Agreement Between Neuberger & Berman N.A.
Management Incorporated and Neuberger & Berman, L.P.
with respect to Global Managers Trust. Incorporated
by Reference to Post-Effective Amendment No. 74 to
Registrant's Registration Statement, File Nos. 2-
11357 and 811-582, Edgar Accession No. 0000898432-95-
000426.

(ii) Schedule A - Series of Global Managers Trust N.A.
Currently Subject to Sub-Advisory Agreement.
Incorporated by Reference to Post-Effective Amendment
No. 74 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession
No. 0000898432-95-000426.

(6) (a) Distribution Agreement Between Neuberger & Berman Equity Funds N.A.
and Neuberger & Berman Management Incorporated. Incorporated
by Reference to Post-Effective Amendment No. 70 to
Registrant's Registration Statement, File Nos. 2-11357 and
811-582, Edgar Accession No. 0000898432-95-000314.

(b) Schedule A - Series of Neuberger & Berman Equity Funds N.A.
Currently Subject to the Distribution Agreement. Incorporated
by Reference to Post-Effective Amendment No. 70 to
Registrant's Registration Statement, File Nos. 2-11357 and
811-582, Edgar Accession No. 0000898432-95-000314.

(7) Bonus, Profit Sharing or Pension Plans. None. N.A.

(8) (a) Custodian Contract Between Neuberger & Berman Equity Funds and N.A.
State Street Bank and Trust Company. Incorporated by
Reference to Post-Effective Amendment No. 74 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-95-000426.

(b) Schedule A - Approved Foreign Banking Institutions and
Securities Depositories Under the Custodian Contract.
Incorporated by Reference to Post-Effective Amendment No. 3 to N.A.
the Registration Statement of Neuberger & Berman Equity
Assets, File Nos. 33-82568 and 811-8106, Edgar Accession
No. 0000898432-95-000426.

(c) Schedule B - Approved Foreign Banking Institutions and ____
Securities Depositories under the Custodian Contract with
Respect to Neuberger & Berman International Fund. To Be Filed
by Amendment.
<PAGE>

Sequentially
Exhibit Numbered
Number Description Page
----- ----------- ----------

(9) (a) (i) Transfer Agency and Service Agreement Between N.A.
Neuberger & Berman Equity Funds and State Street Bank
and Trust Company. Incorporated by Reference to
Post-Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582, Edgar Accession No. 0000898432-95-000314.

(ii) Agreement Between Neuberger & Berman Equity Funds and N.A.
State Street Bank and Trust Company Adding Neuberger
& Berman International Fund as a Portfolio Governed
by the Transfer Agency and Service Agreement.
Incorporated by Reference to Post-Effective Amendment
No. 70 to Registrant's Registration Statement, File
Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-95-000314.

(iii) First Amendment to Transfer Agency and Service N.A.
Agreement Between Neuberger & Berman Equity Funds and
State Street Bank and Trust Company. Incorporated by
Reference to Post-Effective Amendment No. 70 to
Registrant's Registration Statement, File Nos. 2-
11357 and 811-582, Edgar Accession No. 0000898432-95-
000314.

(b) (i) Administration Agreement Between Neuberger & Berman N.A.
Equity Funds and Neuberger & Berman Management
Incorporated. Incorporated by Reference to Post-
Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582, Edgar Accession No. 0000898432-95-000314.

(ii) Schedule A - Series of Neuberger & Berman Equity N.A.
Funds Currently Subject to the Administration
Agreement. Incorporated by Reference to Post-
Effective Amendment No. 71 to Registrant's Statement
File Nos. 2-11357 and 911-582, Edgar Accession No.
0000898432-95-000347.

(iii) Schedule B - Schedule of Compensation Under the N.A.
Administration Agreement. Incorporated by Reference
to Post-Effective Amendment No. 70 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-
582, Edgar Accession No. 0000898432-95-000314.

(10) (a) Opinion and Consent of Kirkpatrick & Lockhart LLP on _____
Securities Matters. To Be Filed by Amendment.
<PAGE>

Sequentially
Exhibit Numbered
Number Description Page
----- ----------- ----------

(11) (a) Consent of Ernst & Young LLP, Independent Auditors. To Be ____
Filed by Amendment.

(b) Consent of Ernst & Young, Independent Auditors. To Be Filed ____
by Amendment.

(12) Financial Statements Omitted from Prospectus. None. N.A.

(13) Letter of Investment Intent. None. N.A.

(14) Prototype Retirement Plan. None. N.A.

(15) Plan Pursuant to Rule 12b-1. None. N.A.

(16) Schedule of Computation of Performance Quotations. Incorporated by N.A.
Reference to Post-Effective Amendment Nos. 61 and 67 to Registrant's
Registration Statement, File Nos. 2-11357 and 811-582.

(17) Financial Data Schedule. To Be Filed by Amendment. ____

(18) Plan Pursuant to Rule 18f-3. None. N.A.

</TABLE>
<PAGE>