NEUBERGER BERMAN EQUITY FUNDS, 485BPOS, 1999-10-22

NEUBERGER BERMAN EQUITY FUNDS
485BPOS, 1999-10-22

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As filed with the Securities and Exchange Commission on October 22, 1999
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. [ 87] [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]

Amendment No. [ 42] [ 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)
[X] on October 25, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on ________________pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on _______________pursuant to paragraph (a)(2)

Neuberger Berman Equity Funds is a "master/feeder fund." This
Post-Effective Amendment No. 87 includes a signature page for the master fund,
Equity Managers Trust, and appropriate officers and trustees thereof.

<PAGE>

NEUBERGER BERMAN EQUITY FUNDS
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 87 ON FORM N-1A

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

Cover Sheet

Contents of Post-Effective Amendment No. 87 on Form N-1A

Neuberger Berman Century Fund

Part A - Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Pages

Exhibit Index

No change is intended to be made by this Post-Effective Amendment No. 87 to the
prospectus or statement of additional information for the other series of
Neuberger Berman Equity Funds.

<PAGE>

<PAGE>
[PHOTO] NEUBERGER BERMAN

NEUBERGER BERMAN

CENTURY FUND-SM-

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

PROSPECTUS OCTOBER 25, 1999

The Securities and Exchange Commission does not say
whether any mutual fund is a good or bad investment or
whether the information in any prospectus is accurate or
complete. It is unlawful for anyone to indicate
otherwise.
<PAGE>
CONTENTS
- -----------------

<TABLE>
<C> <S>
NEUBERGER BERMAN EQUITY FUNDS

PAGE 2 ...... Century Fund

YOUR INVESTMENT

6 ...... Share Prices

7 ...... Privileges and Services

8 ...... Distributions and Taxes

10 ...... Maintaining Your Account

14 ...... Buying and Selling Shares
</TABLE>

The "Neuberger Berman" name and logo are service
marks of Neuberger Berman, LLC. "Neuberger Berman
Management Inc." and the individual fund name in
this prospectus are either service marks or
registered trademarks of Neuberger Berman
Management Inc. -C-1999 Neuberger Berman Management
Inc.
<PAGE>
- ------------------------------------------------------------

FUND MANAGEMENT
The fund is managed by Neuberger Berman Management Inc., in conjunction with
Neuberger Berman, LLC, as sub-adviser. Together, the firms manage more than
$57.0 billion in total assets (as of June 30, 1999) and continue an asset
management history that began in 1939.

RISK INFORMATION
This prospectus discusses principal risks of investing in fund shares. These and
other risks are discussed in detail in the Statement of Additional Information
(see back cover).

THIS FUND:

- - IS DESIGNED FOR INVESTORS WITH LONG-TERM GOALS IN MIND

- - OFFERS YOU THE OPPORTUNITY TO PARTICIPATE IN FINANCIAL MARKETS THROUGH A
PROFESSIONALLY MANAGED STOCK PORTFOLIO

- - ALSO OFFERS THE OPPORTUNITY TO DIVERSIFY YOUR PORTFOLIO WITH A FUND THAT
INVESTS USING A GROWTH APPROACH

- - USES A MASTER/FEEDER STRUCTURE IN ITS PORTFOLIO; SEE PAGE 12 FOR INFORMATION
ON HOW IT WORKS

- - CARRIES CERTAIN RISKS, INCLUDING THE RISK THAT YOU COULD LOSE MONEY IF FUND
SHARES ARE WORTH LESS THAN WHAT YOU PAID

- - IS A MUTUAL FUND, NOT A BANK DEPOSIT, AND IS NOT GUARANTEED OR INSURED

1
<PAGE>
[PHOTO]

NEUBERGER BERMAN

CENTURY FUND

- --------------------------------------------------------------------------------
PORTFOLIO MANAGERS

2
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

LARGE-CAP STOCKS
Large companies are usually well-established. They typically have a variety of
products and business lines, an experienced management team and a sound
financial base that can help them weather bad times.

Because of their size, large companies may grow at a slower rate than small
companies. But their returns have sometimes led those of smaller companies,
often with lower volatility.

GROWTH INVESTING
For growth investors, the aim is to invest in companies that are already
successful but could be even more so. Often, these stocks are in emerging or
rapidly growing industries.

While most growth stocks are known to investors, they may not yet have reached
their full potential. The growth investor looks for reasons for continued
success.

[ICON]
THE FUND SEEKS LONG TERM GROWTH OF CAPITAL; DIVIDEND INCOME IS A
SECONDARY GOAL.

To pursue these goals, the fund invests mainly in common stocks of
large-capitalization companies. The fund seeks to reduce risk by diversifying
among many companies, sectors and industries in order to moderate variability in
the fund's performance.

The managers employ a disciplined investment strategy when selecting growth
stocks. They seek to buy companies with strong earnings growth and the potential
for higher earnings, priced at attractive levels relative to their growth rates.
Factors in identifying these firms may include:

- - solid balance sheets

- - earnings that have exceeded analysts' expectations

- - a strong position relative to competitors

- - a stock price that is reasonable in light of its growth rate

The managers also follow a disciplined selling strategy and may eliminate a
stock from the portfolio when the company's fundamentals deteriorate, a target
price is reached, or when it appears substantially less desirable than another
stock.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

Century Fund 3
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

OTHER RISKS
Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements. In using certain derivatives to gain stock market exposure for excess
cash holdings, the fund increases its risk of loss.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate. There may be less information available about foreign issuers than
about domestic issuers.

When the fund anticipates unusual market or other conditions, it may temporarily
depart from its goal and invest substantially in high-quality short-term
fixed-income investments. This could help the fund avoid losses but may mean
lost opportunities.

[ICON] Most of the fund's performance depends
on what happens in the stock market. The market's behavior is
unpredictable, particularly in the short term. Because of this, the
value of your investment will rise and fall, and you could lose money.

At times, large-cap stocks may lag other types of stocks in performance, which
could cause the fund to perform worse than certain other funds. While they may
be less risky than small-cap stocks, large-cap stocks may perform better or
worse over time.

Because the prices of most growth stocks are based on future expectations, these
stocks tend to be more sensitive than value stocks to bad economic news and
negative earnings surprises. While the prices of any type of stock can rise and
fall rapidly, growth stocks in particular may underperform during periods when
the market favors value stocks. The fund's performance may also suffer if
certain stocks do not perform as the portfolio manager expected. To the extent
that the managers sell stocks before they reach their market peak, the fund may
miss out on opportunities for higher performance.

Through active trading, the fund may have a high portfolio turnover rate, which
can mean higher taxable distributions and lower performance due to increased
brokerage costs.

PERFORMANCE -- Because the fund is new, it does not have performance to report.

4 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
- ------------------------------------------------------------

MANAGEMENT
JENNIFER K. SILVER is a Vice President of Neuberger Berman Management and a
principal of Neuberger Berman, LLC. Currently the Director of the Growth Equity
Group, she has been co-manager of the fund since joining the firm in 1997. From
1981 to 1997, she was an analyst and a portfolio manager at another firm.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For investment management services, the fund
will pay Neuberger Berman Management a fee at the annual rate of 0.550% of the
first $250 million of average net assets, 0.525% of the next $250 million,
0.500% of the next $250 million, 0.475% of the next $250 million, 0.450% of the
next $500 million, and 0.425% of average net assets in excess of $1.5 billion.

[ICON]
The fund does not charge you any fees for buying, selling, or
exchanging shares, or for maintaining your account. Your only fund cost
is your share of annual operating expenses. The expense example can
help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
- -------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.81
PLUS: Distribution (12b-1) fees None
Other expenses** 0.99
....
EQUALS: Total annual operating expenses 1.80
MINUS: Expense reimbursement 0.30
....
EQUALS: Net expenses 1.50
</TABLE>

* NEUBERGER BERMAN MANAGEMENT HAS AGREED TO REIMBURSE CERTAIN EXPENSES OF THE
FUND THROUGH 12/31/02, SO THAT THE TOTAL ANNUAL OPERATING EXPENSES OF THE
FUND ARE LIMITED TO 1.50% OF AVERAGE NET ASSETS. THIS ARRANGEMENT DOES NOT
COVER INTEREST, TAXES, BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES. THE
FUND HAS AGREED TO REPAY NEUBERGER BERMAN MANAGEMENT FOR EXPENSES REIMBURSED
TO THE FUND PROVIDED THAT REPAYMENT DOES NOT CAUSE THE FUND'S ANNUAL
OPERATING EXPENSES TO EXCEED 1.50% OF ITS AVERAGE NET ASSETS. ANY SUCH
REPAYMENT MUST BE MADE WITHIN THREE YEARS AFTER THE YEAR IN WHICH NEUBERGER
BERMAN MANAGEMENT INCURRED THE EXPENSE. THE TABLE INCLUDES COSTS PAID BY THE
FUND AND ITS SHARE OF MASTER PORTFOLIO COSTS. FOR MORE INFORMATION ON
MASTER/FEEDER FUNDS, SEE "FUND STRUCTURE" ON PAGE 12.

** OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

EXPENSE EXAMPLE

The example assumes that you invested $10,000 for the periods shown, that you
earned a hypothetical 5% total return each year, and that the fund's expenses
were those in the table above. Your costs would be the same whether you sold
your shares or continued to hold them at the end of each period. Actual
performance and expenses may be higher or lower.

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
- ----------------------------------------------------------
Expenses $153 $474
</TABLE>

Because the fund is new it does not have financial highlights to report.

Century Fund 5
<PAGE>
YOUR INVESTMENT

SHARE PRICES
- ------------------------------------------------------------

SHARE PRICE CALCULATIONS
The fund's share price is the total value of its assets minus its liabilities,
divided by the total number of shares. Because the value of the fund's
securities changes every business day, the share price usually changes as well.

When valuing portfolio securities, the fund uses market prices. However, in rare
cases, events that occur after certain markets have closed may render these
prices unreliable.

When the fund believes a market price does not reflect a security's true value,
the fund may substitute for the market price a fair-value estimate made
according to methods approved by its trustees. The fund may also use these
methods to value certain types of illiquid securities.

Because the fund does not have a sales charge, the price you pay for each share
of the fund is the fund's net asset value per share. Similarly, because there
are no fees for selling shares, the fund pays you the full share price when you
sell shares.

Because foreign markets may be open on days when U.S. markets are closed, the
value of foreign securities owned by the fund could change on days when you
can't buy or sell fund shares. Remember, though, any purchase or sale takes
place at the next share price calculated after your order is received.

6 Neuberger Berman
<PAGE>
PRIVILEGES
AND SERVICES
- ------------------------------------------------------------

DOLLAR-COST AVERAGING
Systematic investing allows you to take advantage of the principle of
dollar-cost averaging. When you make regular investments of a given amount --
say, $100 a month -- you will end up investing at different share prices over
time. When the share price is high, your $100 buys fewer shares; when the share
price is low, your $100 buys more shares. Over time, this can help lower the
average price you pay per share.

Dollar-cost averaging cannot guarantee you a profit or protect you from losses
in a declining market. But it can be beneficial over the long term.

As a Neuberger Berman funds shareholder, you have access to a range of services
to make investing easier:

SYSTEMATIC INVESTMENTS -- This plan lets you take advantage of dollar-cost
averaging by establishing periodic investments of $100 a month or more. You
choose the schedule and amount. Your investment money may come from a Neuberger
Berman money market fund or your bank account.

SYSTEMATIC WITHDRAWALS -- This plan lets you arrange withdrawals of at least
$100 from a Neuberger Berman fund on a periodic schedule. You can also set up
payments to distribute the full value of an account over a given time. While
this service can be helpful to many investors, be aware that it could generate
capital gains or losses.

ELECTRONIC BANK TRANSFERS -- When you sell fund shares, you can have the money
sent to your bank account electronically rather than mailed to you as a check.
Please note that your bank must be a member of the Automated Clearing House, or
ACH, system. This service is not available for retirement accounts.

INTERNET ACCESS -- At www.nbfunds.com, you can make transactions, check your
account, and access a wealth of information.

FUNDFONE-REGISTERED TRADEMARK- -- Get up-to-date performance and account
information through our 24-hour automated service by calling 800-335-9366. If
you already have an account with us, you can place orders to buy, sell, or
exchange fund shares.

Your Investment 7
<PAGE>
DISTRIBUTIONS
AND TAXES
- ------------------------------------------------------------

BUYING SHARES BEFORE
A DISTRIBUTION
The money the fund earns, either as income or as capital gains, is reflected
in its share price until the fund makes a distribution. At that time, the amount
of the distribution is deducted from the share price. The amount of the
distribution is either reinvested in additional fund shares or paid to
shareholders in cash.

Because of this, if you buy shares just before the fund makes a distribution,
you'll end up getting some of your investment back as a taxable distribution.
You can avoid this situation by waiting to invest until after the distribution
has been made.

Generally, if you're investing in a tax-advantaged account, there are no tax
consequences to you.

DISTRIBUTIONS -- The fund pays out to shareholders any net income and net
capital gains. Ordinarily, the fund makes any distributions once a year in
December.

Unless you tell us otherwise, your income and capital gain distributions from
the fund will be reinvested in the fund. However, if you prefer you may:

- - receive all distributions in cash

- - reinvest capital gain distributions, but receive income distributions in cash

To take advantage of one of these options, please indicate your choice on your
application.

Distributions are taxable in the year you receive them. In some cases,
distributions you receive in January are taxable as if they had been paid the
previous year. Your tax statement (see sidebar on facing page) will help clarify
this for you.

8 Neuberger Berman
<PAGE>
- ------------------------------------------------------------

TAXES AND YOU
The taxes you actually owe on distributions and transactions can vary with many
factors, such as your tax bracket, how long you held your shares, and whether
you owe alternative minimum tax.

How can you figure out your tax liability on fund distributions and
transactions? One helpful tool is the tax statement that we send you every
January. It details the distributions you received during the past year and
shows their tax status. A separate statement covers your transactions.

Most importantly, consult your tax professional. Everyone's tax situation is
different, and your professional should be able to help you answer any questions
you may have.

Income distributions and short-term capital gain distributions are generally
taxed as ordinary income. Distributions of other capital gains are generally
taxed as long-term capital gains. The tax treatment of capital gain
distributions depends on how long the fund held the securities it sold, not when
you bought your shares of the fund, or whether you reinvested your
distributions.

HOW TRANSACTIONS ARE TAXED -- When you sell fund shares, you generally realize a
gain or loss. These transactions, which include exchanges between funds, usually
have tax consequences. The exception, once again, is tax-advantaged retirement
accounts.

Your Investment 9
<PAGE>
MAINTAINING YOUR
ACCOUNT
- ------------------------------------------------------------

BACKUP WITHHOLDING
When sending in your application, it's important to provide your Social Security
or other taxpayer ID number. If we don't have this number, or if the IRS tells
us that you are subject to backup withholding, the IRS requires the fund to
withhold 31% of all money you receive from the fund, whether from selling shares
or from distributions.

If the appropriate ID number has been applied for but is not available (such as
in the case of a custodial account for a newborn), you may open the account
without a number. However, we must receive the number within 60 days in order to
avoid backup withholding. For information on custodial accounts, call
800-877-9700.

WHEN YOU BUY SHARES -- Instructions for buying shares are on pages 14 and 15.
Whenever you make an initial investment in the fund or add to an existing
account (except with an automatic investment), you will be sent a statement
confirming your transaction. All investments must be made in U.S. dollars, and
investment checks must be drawn on a U.S. bank.

The fund does not generally issue certificates for shares, although you can
request them. Please note, however, that the only way to sell those shares is by
sending in the certificates. Also, if you lose a certificate, you will be
charged a fee to replace it.

WHEN YOU SELL SHARES -- Instructions for selling shares are on pages 16 and 17.
You can place an order to sell some or all of your shares at any time. The
proceeds from the shares you sold are generally sent out the next business day
after your order is executed, and nearly always within three business days.
There are two cases in which proceeds may be delayed beyond this time:

- - in unusual circumstances where the law allows additional time if needed

- - if a check you wrote to buy shares hasn't cleared by
the time you sell those shares

If you think you may need to sell shares soon after buying them, you can avoid
the check clearing time (which may be up to 15 days) by investing by wire or
certified check.

10 Neuberger Berman
<PAGE>
- ------------------------------------------------------------

SIGNATURE GUARANTEES
A signature guarantee is a guarantee that your signature is authentic.

Most banks, brokers, and other financial institutions can provide you with one.
Some may charge a fee; others may not, particularly if you are a customer of
theirs.

A notarized signature from a notary public is not a signature guarantee.

In some cases, you will have to place your order to sell shares in writing, and
you will need a signature guarantee (see sidebar). These cases include:

- - when selling more than $50,000 worth of shares

- - when you want the check for the proceeds to be made out to someone other than
an owner of record, or sent somewhere other than the address of record

- - when you want the proceeds sent by wire or
electronic transfer to a bank account you have not designated in advance

When selling shares in an account that you do not intend to close, be sure to
leave at least $1,000 worth of shares in the account. Otherwise, the fund has
the right to request that you bring the balance back up to the minimum level. If
you have not done so within 60 days, we may close your account and send you the
proceeds by mail.

UNCASHED CHECKS -- We do not pay interest on uncashed checks from fund
distributions or the sale of fund shares. We are not responsible for checks
after they are sent to you. After allowing a reasonable time for delivery,
please call us if you have not received an expected check. While we cannot track
a check, we may make arrangements for a replacement.

STATEMENTS AND CONFIRMATIONS -- Please review your account statements and
confirmations carefully as soon as you receive them. You must contact us within
30 days if you have any questions or notice any discrepancies. Otherwise, you
may adversely affect your right to make a claim about the transaction(s).

Your Investment 11
<PAGE>
MAINTAINING YOUR
ACCOUNT CONTINUED
- -------------------------------------------------------------------

FUND STRUCTURE
The fund uses a "master/feeder" structure.

Rather than investing directly in securities, the fund is a "feeder fund,"
meaning that it invests in a corresponding "master portfolio." The master
portfolio in turn invests in securities, using the strategies described in this
prospectus. One potential benefit of this structure is lower costs, since the
expenses of the master portfolio can be shared with any other feeder funds. In
this prospectus, we have used the word "fund" to mean the feeder fund and its
master portfolio.

For reasons relating to costs or a change in investment goal, among others, the
feeder fund could switch to another master portfolio or decide to manage its
assets itself. The fund is not currently contemplating such a move.

WHEN YOU EXCHANGE SHARES -- You can move money from one Neuberger Berman fund to
another through an exchange of shares. There are three things to remember when
making an exchange:

- - both accounts must have the same registration

- - you will need to observe the minimum investment and minimum account balance
requirements for the fund accounts involved

- - because an exchange is a sale for tax purposes, consider any tax consequences
before placing your order

The exchange program is available to all shareholders in the funds, but can be
withdrawn from any investor that we believe is trying to "time the market" or is
otherwise making exchanges that we judge to be excessive. Frequent exchanges can
interfere with fund management and affect costs and performance for other
shareholders.

PLACING ORDERS BY TELEPHONE -- Neuberger Berman fund investors have the option
of placing telephone orders to buy, sell, or exchange shares. On
non-retirement accounts, this option is available to you unless you indicate on
your account application (or in a subsequent letter to us or to State Street
Bank and Trust Company) that you don't want it.

Whenever we receive a telephone order, we take steps to make sure the order is
legitimate. These may include asking for identifying information and recording
the call. As long as the fund and its representatives

12 Neuberger Berman
<PAGE>
- ------------------------------------------------------------

EURO AND YEAR 2000
ISSUES

Like other mutual funds, the fund could be affected by problems relating to the
conversion of European currencies into the Euro, which extends from 1/1/99 to
7/1/02, and the ability of computer systems to recognize the Year 2000.

At Neuberger Berman, we are taking steps to ensure that our own computer systems
are compliant with Euro and Year 2000 issues and to determine that the systems
used by our major service providers are also compliant. We are also making
efforts to determine whether companies in the fund's portfolio will be
affected by either issue.

At the same time, it is impossible to know whether these problems, which could
disrupt fund operations and investments if uncorrected, have been adequately
addressed until the dates in question arrive.

take reasonable measures to verify the authenticity of calls, investors may be
responsible for any losses caused by unauthorized telephone orders.

In unusual circumstances, it may be difficult to place an order by phone. In
these cases, consider sending your order by fax or express delivery.

OTHER POLICIES -- Under certain circumstances, the fund reserves the right to:

- - suspend the offering of shares

- - reject any exchange or investment order

- - change, suspend, or revoke the exchange privilege

- - suspend the telephone order privilege

- - satisfy an order to sell fund shares with securities rather than cash, for
certain very large orders

- - suspend or postpone your right to sell fund shares on days when trading on the
New York Stock Exchange is restricted, or as otherwise permitted by the SEC

- - change its investment minimums or other requirements for buying and selling,
or waive any minimums or requirements for certain investors

Your Investment 13
<PAGE>
BUYING SHARES

<TABLE>
<S> <C>
Method Things to know
</TABLE>

- -----------------------------------------------------------------------------
SENDING US A CHECK

Your first investment must be at least $1,000

Additional investments can be as little as $100

We cannot accept cash, money orders, starter checks, or travelers checks

You will be responsible for any losses or fees resulting from a bad check; if
necessary, we may sell other shares belonging to you in order to cover these
losses

All checks must be made out to "Neuberger Berman Funds;" we cannot accept checks
made out to you or other parties and signed over to us

- -----------------------------------------------------------------------------
WIRING MONEY

All wires must be for at least $1,000

- -----------------------------------------------------------------------------
EXCHANGING FROM
ANOTHER FUND

All exchanges must be for at least $1,000

Both accounts involved must be registered in the same name, address and tax ID
number

An exchange order cannot be cancelled or changed once it has been placed

- -----------------------------------------------------------------------------
CALLING IN YOUR ORDER
(with follow-up payment)

All phone investment orders must be for at least $1,000

The money for your shares must be received within three days after you place
your order, or your order may be cancelled

You will be responsible for any losses or fees resulting from a cancelled order;
if necessary, we may sell other shares belonging to you in order to cover these
losses

Not available on retirement accounts

- -----------------------------------------------------------------------------
SETTING UP SYSTEMATIC
INVESTMENTS

All investments must be at least $100

14 Neuberger Berman
<PAGE>
RETIREMENT PLANS
We offer investors a number of tax-advantaged plans for retirement saving:

TRADITIONAL IRAS allow money to grow tax-deferred until you take it out at
retirement. Contributions are deductible for some investors, but even when
they're not, an IRA can be beneficial.

ROTH IRAS offer tax-free growth like a traditional IRA, but instead of
tax-deductible contributions, the withdrawals are tax-free for investors who
meet certain requirements.

Also available: SEP-IRA, SIMPLE, Keogh, and other types of plans. Consult your
tax professional to find out which types of plans may be beneficial for you,
then call 800-877-9700 for information on any Neuberger Berman retirement plan.

Instructions

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

Fill out the application and enclose your check

If regular first-class mail, address to:
NEUBERGER BERMAN FUNDS
BOSTON SERVICE CENTER
P.O. BOX 8403
BOSTON, MA 02266-8403

If express delivery, registered mail, or certified mail, send to:
NEUBERGER BERMAN FUNDS
C/O STATE STREET BANK AND TRUST COMPANY
66 BROOKS DRIVE
BRAINTREE, MA 02184-3839

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

Before wiring any money, call 800-877-9700 for an order confirmation

Have your financial institution send your wire to State Street Bank and Trust
Company

Include your name, the fund name, your account number and other information as
requested

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

Call 800-877-9700 to place your order

To place an order using FUNDFONE-Registered Trademark-, call 800-335-9366

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

Call 800-877-9700 to place your order

Follow up with a wire, electronic transfer, or check
(via express delivery)

To add shares to an existing account using FUNDFONE-Registered Trademark-, call
800-335-9366

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

Call 800-877-9700 for instructions

Your Investment 15
<PAGE>
SELLING SHARES

<TABLE>
<S> <C>
Method Things to know
</TABLE>

- -----------------------------------------------------------------------------
SENDING US A LETTER

Unless you tell us otherwise, we will mail your proceeds by check to the address
of record, payable to the registered owner(s)

If you have designated a bank account on your application, you can request that
we wire the proceeds to this account; if the total balance in all of your
Neuberger Berman fund accounts is less than $200,000, you will be charged an
$8.00 fee

You can also request that we send the proceeds to your designated bank account
by electronic transfer without fee

You may need a signature guarantee (see page 11)

- -----------------------------------------------------------------------------
SENDING US A FAX

For amounts of up to $50,000

Not available if you have changed the address on the account by phone, fax, or
postal address change in the past 15 days

- -----------------------------------------------------------------------------
CALLING IN YOUR ORDER

All phone orders to sell shares must be for at least $1,000, unless you are
closing out an account

Not available if you have declined the phone option or are selling shares in a
retirement account

Not available if you have changed the address on the account by phone, fax, or
postal address change in the past 15 days

- -----------------------------------------------------------------------------
EXCHANGING INTO
ANOTHER FUND

All exchanges must be for at least $1,000

Both accounts involved must be registered in the same name, address and tax ID
number

An exchange order cannot be cancelled or changed once it has been placed

- -----------------------------------------------------------------------------
SETTING UP SYSTEMATIC
WITHDRAWALS

For accounts with at least $5,000 worth of shares in them

Withdrawals must be at least $100

16 Neuberger Berman
<PAGE>
INTERNET CONNECTION
Investors with Internet access can enjoy many valuable and time-saving features
by visiting us on the World Wide Web at www.nbfunds.com.

The site offers complete information on our funds, current performance data, and
an Investment Education Center with interactive worksheets for college and
retirement planning. Also available are relevant news items, tax information,
portfolio manager interviews, and related articles.

As a Neuberger Berman funds shareholder, you can use the web site to access
account information and even make secure transactions -- 24 hours a day.

Instructions

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

Send us a letter requesting us to sell shares signed by all registered owners;
include your name, account number, the fund name, the dollar amount or number of
shares you want to sell, and any other instructions

If regular first-class mail, send to:
NEUBERGER BERMAN FUNDS
BOSTON SERVICE CENTER
P.O. BOX 8403
BOSTON, MA 02266-8403

If express delivery, registered mail, or certified mail, send to:
NEUBERGER BERMAN FUNDS
C/O STATE STREET BANK AND TRUST COMPANY
66 BROOKS DRIVE
BRAINTREE, MA 02184-3839

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

Draw up a request to sell shares as described above

Fax it to 212-476-8848

Call 800-877-9700 to make sure your fax arrived and is in order

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

Call 800-877-9700 to place your order

Give your name, account number, the fund name, the dollar amount or number of
shares you want to sell, and any other instructions

To place an order using FUNDFONE-Registered Trademark-, call 800-335-9366

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

Call 800-877-9700 to place your order

To place an order using FUNDFONE-Registered Trademark-, call 800-335-9366

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

Call 800-877-9700 for instructions

Your Investment 17
<PAGE>
- ------------------------------------------------------------

OBTAINING INFORMATION
You can obtain a shareholder report, SAI, and other information from:

NEUBERGER BERMAN
MANAGEMENT INC.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800

Web site:
www.nbfunds.com
Email:
[email protected]

SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549-6009
800-SEC-0330 (Public
Reference Section)

Web site:
www.sec.gov

You can request copies of documents from the SEC for the cost of a duplicating
fee, or view documents at the SEC's Public Reference Room in Washington.

NEUBERGER BERMAN CENTURY FUND

- - No load

- - No sales charges

- - No 12b-1 fees

If you'd like further details on the fund, you can request a free copy of the
following documents:

SHAREHOLDER REPORTS -- Published twice a year, the shareholder reports offer
information about the fund's recent performance, including:

- - a discussion by the portfolio managers about strategies and market conditions

- - fund performance data and financial statements

- - complete portfolio holdings

STATEMENT OF ADDITIONAL INFORMATION -- The SAI contains more comprehensive
information on the fund, including:

- - various types of securities and practices, and their risks

- - investment limitations and additional policies

- - information about the fund's management and business structure

The SAI is hereby incorporated by reference into this prospectus, making it
legally part of the prospectus.

Investment manager:
NEUBERGER BERMAN MANAGEMENT INC.
Sub-adviser:
NEUBERGER BERMAN, LLC

[LOGO]

NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue
New York, NY 10158-0180

[RECYCLE LOGO] NMLRR8010699 SEC file number: 811-582

<PAGE>

<PAGE>
[PHOTO] NEUBERGER BERMAN

NEUBERGER BERMAN

CENTURY FUND-SM-

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

PROSPECTUS OCTOBER 25, 1999

Third Party Prospectus
<PAGE>
CONTENTS
- -----------------

<TABLE>
<C> <S>
NEUBERGER BERMAN EQUITY FUNDS

PAGE 2 ...... Century Fund

YOUR INVESTMENT

6 ...... Maintaining Your Account

8 ...... Share Prices

9 ...... Distributions and Taxes

11 ...... Fund Structure
</TABLE>

RISK INFORMATION
This prospectus discusses principal risks of investing in fund shares. These and
other risks are discussed in detail in the Statement of Additional Information
(see back cover).

THIS FUND:

- - IS DESIGNED FOR INVESTORS WITH LONG-TERM GOALS IN MIND

- - OFFERS YOU THE OPPORTUNITY TO PARTICIPATE IN FINANCIAL MARKETS THROUGH A
PROFESSIONALLY MANAGED STOCK PORTFOLIO

- - ALSO OFFERS THE OPPORTUNITY TO DIVERSIFY YOUR PORTFOLIO WITH A FUND THAT
INVESTS USING A GROWTH APPROACH

- - USES A MASTER/FEEDER STRUCTURE IN ITS PORTFOLIO; SEE PAGE 11 FOR INFORMATION
ON HOW IT WORKS

- - CARRIES CERTAIN RISKS, INCLUDING THE RISK THAT YOU COULD LOSE MONEY IF FUND
SHARES ARE WORTH LESS THAN WHAT YOU PAID

- - IS A MUTUAL FUND, NOT A BANK DEPOSIT, AND IS NOT GUARANTEED OR INSURED

1
<PAGE>
[PHOTO]

NEUBERGER BERMAN

CENTURY FUND

- --------------------------------------------------------------------------------
PORTFOLIO MANAGERS

2
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

Because of their size, large companies may grow at a slower rate than small
companies. But their returns have sometimes led those of smaller companies,
often with lower volatility.

GROWTH INVESTING
For growth investors, the aim is to invest in companies that are already
successful but could be even more so. Often, these stocks are in emerging or
rapidly growing industries.

While most growth stocks are known to investors, they may not yet have reached
their full potential. The growth investor looks for reasons for continued
success.

[ICON]
THE FUND SEEKS LONG TERM GROWTH OF CAPITAL; DIVIDEND INCOME IS A
SECONDARY GOAL.

- - solid balance sheets

- - earnings that have exceeded analysts' expectations

- - a strong position relative to competitors

- - a stock price that is reasonable in light of its growth rate

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

Century Fund 3
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

Through active trading, the fund may have a high portfolio turnover rate, which
can mean higher taxable distributions and lower performance due to increased
brokerage costs.

PERFORMANCE -- Because the fund is new, it does not have performance to report.

4 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
- ------------------------------------------------------------

FEE TABLE

SHAREHOLDER FEES None
- -------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

** OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
- ----------------------------------------------------------
Expenses $153 $474
</TABLE>

Because the fund is new it does not have financial highlights to report.

Century Fund 5
<PAGE>
YOUR INVESTMENT

MAINTAINING YOUR
ACCOUNT
- ------------------------------------------------------------

YOUR INVESTMENT PROVIDER

The fund shares described in this prospectus are available only through
investment providers such as banks, brokerage firms, workplace retirement
programs, and financial advisers.

The fees and policies outlined in this prospectus are set by the fund and by
Neuberger Berman Management. However, most of the information you'll need for
managing your investment will come from your investment provider. This includes
information on how to buy and sell shares, investor services, and additional
policies.

In exchange for the services it offers, your investment provider may charge
fees, which are generally in addition to those described in this prospectus.

To buy or sell shares of the fund described in this prospectus, contact your
investment provider. All investments must be made in U.S. dollars, and
investment checks must be drawn on a U.S. bank. The fund does not issue
certificates for shares.

Most investment providers allow you to take advantage of the Neuberger Berman
fund exchange program, which is designed for moving money from one Neuberger
Berman fund to another through an exchange of shares. However, this privilege
can be withdrawn from any investor that we believe is trying to "time the
market" or is otherwise making exchanges that we judge to be excessive. Frequent
exchanges can interfere with fund management and affect costs and performance
for other shareholders.

6 Neuberger Berman
<PAGE>
- ------------------------------------------------------------

Generally, if you're investing in a tax-advantaged account, there are no tax
consequences to you.

Under certain circumstances, the fund reserves the right to:

- - suspend the offering of shares

- - reject any exchange or investment order

- - change, suspend, or revoke the exchange privilege

- - satisfy an order to sell fund shares with securities rather than cash, for
certain very large orders

- - suspend or postpone the redemption of shares on days when trading on the New
York Stock Exchange is restricted, or as otherwise permitted by the SEC

The proceeds from the shares you sold are generally sent out the next business
day after your order is executed, and nearly always within three business
days. There are two cases in which proceeds may be delayed beyond this time:

- - in unusual circumstances where the law allows additional time if needed

- - if a check you wrote to buy shares hasn't cleared by the time you sell those
shares

If you think you may need to sell shares soon after buying them, you can avoid
the check clearing time (which may be up to 15 days) by investing by wire or
certified check.

Your Investment 7
<PAGE>
SHARE PRICES
- ------------------------------------------------------------

When valuing portfolio securities, the fund uses market prices. However, in rare
cases, events that occur after certain markets have closed may render these
prices unreliable.

When the fund believes a market price does not reflect a security's true value,
the fund may substitute for the market price a fair-value estimate derived
through methods approved by its trustees. The fund may also use these methods to
value certain types of illiquid securities.

Because the fund does not have a sales charge, the price you pay for each share
of the fund is the fund's net asset value per share. Similarly, because the fund
does not charge any fee for selling shares, the fund pays you the full share
price when you sell shares. Remember that your investment provider may charge
fees for its services.

The fund is open for business every day the New York Stock Exchange is open. The
Exchange is closed on all national holidays and Good Friday; fund shares will
not be priced on those days. In general, every buy or sell order you place will
go through at the next share price to be calculated after your order has been
accepted; check with your investment provider to find out by what time your
order must be received in order to be processed the same day. The fund
calculates its share price as of the end of regular trading on the Exchange on
business days, usually 4:00 p.m. eastern time. Depending on when your investment
provider accepts orders, it's possible that the fund's share price could change
on days when you are unable to buy or sell shares.

Also, because foreign markets may be open on days when U.S. markets are closed,
the value of foreign securities owned by the fund could change on days when you
can't buy or sell fund shares. Remember, though, any purchase or sale takes
place at the next share price calculated after your order is received.

8 Neuberger Berman
<PAGE>
DISTRIBUTIONS
AND TAXES
- ------------------------------------------------------------

TAXES AND YOU
The taxes you actually owe on distributions and transactions can vary with many
factors, such as your tax bracket, how long you held your shares and whether you
owe alternative minimum tax.

How can you figure out your tax liability on fund distributions and
transactions? One helpful tool is the tax statement that your investment
provider sends you every January. It details the distributions you received
during the past year and shows their tax status. A separate statement covers
your transactions.

Most importantly, consult your tax professional. Everyone's tax situation is
different, and your professional should be able to help you answer any questions
you may have.

DISTRIBUTIONS -- The fund pays out to shareholders any net income and net
capital gains. Ordinarily, the fund makes any distributions once a year in
December.

Consult your investment provider about whether your income and capital gains
distributions from the fund will be reinvested in the fund or paid to you
in cash.

HOW DISTRIBUTIONS ARE TAXED -- Except for tax-advantaged retirement accounts,
all fund distributions you receive are generally taxable to you, regardless of
whether you take them in cash or reinvest them. Fund distributions to Roth IRAs,
other individual retirement accounts and qualified retirement plans generally
are tax-free. Eventual withdrawals from a Roth IRA of those amounts also may be
tax-free, while withdrawals from other retirement accounts and plans generally
are subject to tax.

Income distributions and short-term capital gain distributions are generally
taxed as regular income. Distributions of other capital gains are generally
taxed as long-term capital gains. The tax treatment of capital gain
distributions depends on how long the fund held the securities it sold, not when
you bought your shares of the fund or whether you reinvested your distributions.

Your Investment 9
<PAGE>
DISTRIBUTIONS
AND TAXES CONTINUED
- -------------------------------------------------------------------

EURO AND YEAR 2000 ISSUES

At Neuberger Berman, we are taking steps to ensure that our own computer
systems are compliant with Euro and Year 2000 issues and to determine that the
systems used by our major service providers are also compliant. We are also
making efforts to determine whether companies in the fund's portfolio will be
affected by either issue.

HOW TRANSACTIONS ARE TAXED -- When you sell fund shares, you generally realize
a gain or loss. These transactions, which include exchanges between funds,
usually have tax implications. The exception, once again, is tax-advantaged
retirement accounts.

UNCASHED CHECKS -- When you receive a check, you may want to deposit or cash it
right away, as you will not receive interest on uncashed checks.

10 Neuberger Berman
<PAGE>
FUND STRUCTURE
- ------------------------------------------------------------

The fund uses a "master/feeder" structure.

Rather than investing directly in securities, the fund is a "feeder fund,"
meaning that it invests in a corresponding "master portfolio." The master
portfolio in turn invests in securities, using the strategies described in this
prospectus. One potential benefit of this structure is lower costs, since the
expenses of the master portfolio can be shared with any other feeder funds. In
this prospectus we have used the word "fund" to mean the feeder fund and its
master portfolio.

Your Investment 11
<PAGE>
- ------------------------------------------------------------

OBTAINING INFORMATION
You can obtain a shareholder report, SAI, and other information from your
investment provider, or from:

NEUBERGER BERMAN
MANAGEMENT INC.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800

Broker/Dealer and
Institutional Services:
800-366-6264

Web site:
www.nbfunds.com
Email:
[email protected]

SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549-6009
800-SEC-0330 (Public
Reference Section)

Web site:
www.sec.gov

You can request copies of documents from the SEC for the cost of a duplicating
fee, or view documents at the SEC's Public Reference Room in Washington.

NEUBERGER BERMAN CENTURY FUND

- - No load

- - No sales charges

- - No 12b-1 fees

If you'd like further details about this fund, you can request a free copy
of the following documents:

SHAREHOLDER REPORTS -- Published twice a year, the shareholder reports offer
information about the fund's recent performance, including:

- - a discussion by the portfolio managers about strategies and market conditions

- - fund performance data and financial statements

- - complete portfolio holdings

STATEMENT OF ADDITIONAL INFORMATION -- The SAI contains more comprehensive
information about this fund, including:

- - various types of securities and practices, and their risks

- - investment limitations and additional policies

- - information about the fund's management and business structure

The SAI is hereby incorporated by reference into this prospectus, making it
legally part of the prospectus.

Investment manager:
NEUBERGER BERMAN MANAGEMENT INC.
Sub-adviser:
NEUBERGER BERMAN, LLC

[LOGO]

NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue
New York, NY 10158-0180

[RECYCLE LOGO] NMLRR9370899 SEC file number: 811-582

<PAGE>

- --------------------------------------------------------------------------------
NEUBERGER BERMAN CENTURY FUND AND PORTFOLIO

STATEMENT OF ADDITIONAL INFORMATION

DATED OCTOBER 25, 1999

NO-LOAD MUTUAL FUND
605 THIRD AVENUE, 2ND FLOOR, NEW YORK, NY 10158-0180
TOLL-FREE 800-877-9700

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

Neuberger Berman Century Fund ("Fund"), a series of Neuberger
Berman Equity Funds ("Trust"), is a no-load mutual fund that offers shares
pursuant to a Prospectus dated October 25, 1999. The Fund invests all of its net
investable assets in Neuberger Berman Century Portfolio ("Portfolio").

The Fund's 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 Inc. ("NB 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 the Fund or its distributor. The Prospectus and this SAI do not constitute an
offering by the Fund or its distributor in any jurisdiction in which such
offering may not lawfully be made.

The "Neuberger Berman" name and logo are service marks of
Neuberger Berman, LLC. "Neuberger Berman Management Inc." and the fund and
portfolio names in this SAI are either service marks or registered trademarks of
Neuberger Berman Management Inc. (C)1999 Neuberger Berman Management Inc.

<PAGE>

Page
----

TABLE OF CONTENTS

INVESTMENT INFORMATION........................................................1
Investment Policies and Limitations...................................1
Investment Insight....................................................3
Additional Investment Information.....................................4

PERFORMANCE INFORMATION.......................................................8
Total Return Computations............................................19
Comparative Information..............................................20
Other Performance Information........................................20

CERTAIN RISK CONSIDERATIONS..................................................21

TRUSTEES AND OFFICERS........................................................21

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES............................27
Investment Manager and Administrator.................................27
Management and Administration Fees...................................28
Sub-Adviser..........................................................29
Investment Companies Managed.........................................29
Management and Control of NB Management..............................32

DISTRIBUTION ARRANGEMENTS....................................................33

ADDITIONAL PURCHASE INFORMATION..............................................33
Share Prices and Net Asset Value.....................................33
Automatic Investing and Dollar Cost Averaging........................34

ADDITIONAL EXCHANGE INFORMATION..............................................34

ADDITIONAL REDEMPTION INFORMATION............................................37
Suspension of Redemptions............................................37
Redemptions in Kind..................................................38

DIVIDENDS AND OTHER DISTRIBUTIONS............................................38

ADDITIONAL TAX INFORMATION...................................................39
Taxation of the Fund.................................................39
Taxation of the Portfolio............................................40
Taxation of the Fund's Shareholders..................................42

i
<PAGE>

PORTFOLIO TRANSACTIONS.......................................................43
Portfolio Turnover...................................................45

REPORTS TO SHAREHOLDERS......................................................46

ORGANIZATION, CAPITALIZATION AND OTHER MATTERS...............................46

CUSTODIAN AND TRANSFER AGENT.................................................48

INDEPENDENT AUDITORS.........................................................48

LEGAL COUNSEL................................................................49

APPENDIX A..................................................................A-1
RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER.....................A-1

APPENDIX B..................................................................B-1

ii
<PAGE>

INVESTMENT INFORMATION

The Fund is a separate operating series of the Trust, a Delaware
business trust that is registered with the Securities and Exchange Commission
("SEC") as a diversified open-end management investment company. The Fund seeks
its investment objective by investing all of its net investable assets in the
Portfolio, a series of Equity Managers Trust ("Managers Trust") that has an
investment objective identical to that of the Fund. The Portfolio, in turn,
invests in securities in accordance with an investment objective, policies, and
limitations identical to those of the Fund. (The Trust and Managers Trust, which
is an open-end management investment company managed by NB Management, are
together referred to below as the "Trusts.")

The following information supplements the discussion in the
Prospectus of the investment objective, policies, and limitations of the Fund
and Portfolio. The investment objective and, unless otherwise specified, the
investment policies and limitations of the Fund and Portfolio are not
fundamental. Any investment objective, policy or limitation that is not
fundamental may be changed by the trustees of the Trust ("Fund Trustees") or of
Managers Trust ("Portfolio Trustees") without shareholder approval. The
fundamental investment policies and limitations of the Fund or the 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.

These percentages are required by the Investment Company Act of
1940 ("1940 Act") and are referred to in this SAI as a "1940 Act majority vote."
Whenever the Fund is called upon to vote on a change in a fundamental investment
policy or limitation of the Portfolio, the Fund casts its votes in proportion to
the votes of its shareholders at a meeting thereof called for that purpose.

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

The Fund has the following fundamental investment policy, to
enable it to invest in the 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 substantially
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 the Fund are identical to
those of the Portfolio. Therefore, although the following discusses the
investment policies and limitations of the Portfolio, it applies equally to the
Fund.

1
<PAGE>

Except for the limitation on borrowing, 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 the Portfolio.

The 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 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 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 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. The Portfolio may not, 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. 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 or 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) 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 purchase real estate
unless acquired as a result of the ownership of securities or instruments, but
this restriction shall not prohibit the 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. The Portfolio may not issue senior
securities, except as permitted under the 1940 Act.

2
<PAGE>

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 Securities Act of 1933 ("1933 Act").

For purposes of the limitation on commodities, the Portfolio does
not consider foreign currencies or forward contracts to be physical commodities.

The Portfolio's non-fundamental investment policies and
limitations are as follows:

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.

3. 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.

4. FOREIGN SECURITIES. The Portfolio may not invest more than
20% 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").

5. ILLIQUID SECURITIES. The Portfolio may not purchase any
security if, as a result, more than 15% 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.

Although the Portfolio does not have policies limiting its
investment in warrants, the Portfolio does not currently intend to invest in
warrants unless acquired in units or attached to securities.

TEMPORARY DEFENSIVE POSITION. For temporary defensive purposes,
the 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.

Investment Insight
- ------------------

Neuberger Berman's commitment to its asset management approach is
reflected in the more than $125 million the organization's principals, employees
and their families invested in the Neuberger Berman mutual funds.

3
<PAGE>

Neuberger Berman CENTURY Fund seeks long-term growth of capital
by primarily investing in common stocks of large-capitalization companies with
solid fundamentals.

[TO BE ADDED].

RISK MANAGEMENT

In seeking to reduce risk on the buy side, the managers look for
reasonably priced stocks, diversify investments across an array of industries,
and avoid making large sector bets. On the sell side, stocks are sold when they
reach their price target, do not perform as expected, or are considered less
attractive than other opportunities.

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

The Portfolio may make the following investments, among others,
although it may not buy all of the types of securities or use all of the
investment techniques that are described.

ILLIQUID SECURITIES. Illiquid securities are securities that
cannot be expected to be sold within seven days at approximately the price at
which they are valued. These may include unregistered or other restricted
securities and repurchase agreements maturing in greater than seven days.
Illiquid securities may also include commercial paper under section 4(2) of the
1933 Act, as amended, and Rule 144A securities (restricted securities that may
be traded freely among qualified institutional buyers pursuant to an exemption
from the registration requirements of the securities laws); these securities are
considered illiquid unless NB Management, acting pursuant to guidelines
established by the trustees of Managers Trust, determines they are liquid.
Generally, foreign securities freely tradable in their principal market are not
considered restricted or illiquid. Illiquid securities may be difficult for the
Portfolio to value or dispose of due to the absence of an active trading market.
The sale of some illiquid securities by the Portfolio may be subject to legal
restrictions which could be costly to the Portfolio.

POLICIES AND LIMITATIONS. The Portfolio may invest up to 15% of
its net assets in illiquid securities.

REPURCHASE AGREEMENTS. In a repurchase agreement, the Portfolio
purchases securities from a bank that is a member of the Federal Reserve System
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. Costs,
delays, or losses could result if the selling party to a repurchase agreement
becomes bankrupt or otherwise defaults. NB Management monitors the
creditworthiness of sellers.

POLICIES AND LIMITATIONS. Repurchase agreements with a maturity
of more than seven days are considered to be illiquid securities. The Portfolio
may not enter into a repurchase agreement with a maturity of more than seven
days if, as a result, more than 15% of the value of its net assets would then be
invested in such repurchase agreements and other illiquid securities. The
Portfolio may enter into a repurchase agreement only if (1) the underlying
securities are of a 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

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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.

SECURITIES LOANS. The Portfolio may lend securities to banks,
brokerage firms, and other institutional investors judged creditworthy by NB
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. 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. 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. 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.
NB 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.

POLICIES AND LIMITATIONS. The Portfolio may lend portfolio
securities with a value not exceeding 33-1/3% of its total assets to banks,
brokerage firms, or other institutional investors judged creditworthy by NB
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.

RESTRICTED SECURITIES AND RULE 144A SECURITIES. The 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 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 the
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 the Portfolio's
illiquidity. NB Management, acting under guidelines established by the Portfolio
Trustees, may determine that certain securities qualified for trading under Rule
144A are liquid. Regulation S under the 1933 Act permits the sale abroad of
securities that are not registered for sale in the United States.

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Where registration is required, the 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. Restricted
securities for which no market exists are priced by a method that the Portfolio
Trustees believe accurately reflects fair value.

POLICIES AND LIMITATIONS. To the extent restricted securities,
including Rule 144A securities, are illiquid, purchases thereof will be subject
to the Portfolio's 15% limit on investments in illiquid securities.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement,
the 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. There is a risk that the counter-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.

POLICIES AND LIMITATIONS. Reverse repurchase agreements are
considered borrowings for purposes of the Portfolio's investment policies and
limitations concerning borrowings. While a reverse repurchase agreement is
outstanding, the Portfolio will deposit in a segregated account with its
custodian cash or appropriate liquid securities, marked to market daily, in an
amount at least equal to the Portfolio's obligations under the agreement.

FOREIGN SECURITIES. The 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. While investments in foreign securities are intended to reduce
risk by providing further diversification, 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,
nationalization, expropriation, or confiscatory taxation) 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.

The 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 and their subdivisions, agencies, and instrumentalities,
international agencies, and supranational entities. Investing in foreign
currency denominated securities involves the special risks associated with
investing in non-U.S. issuers, as described in the preceding paragraph, and the
additional risks of (1) adverse changes in foreign exchange rates, and (2)
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 (and gains realized on
disposition thereof) may be subject to foreign taxes, including taxes withheld

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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 Portfolio endeavors to achieve the most favorable net
results on portfolio transactions.

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.

Foreign markets also have different clearance and settlement
procedures. 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. Delays in settlement could result in
temporary periods when a portion of the assets of the Portfolio are uninvested
and no return is earned thereon. The inability of the 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 the Portfolio
due to subsequent declines in value of the securities or, if the Portfolio has
entered into a contract to sell the securities, could result in possible
liability to the purchaser.

Interest rates prevailing in other countries may affect the
prices of foreign securities and exchange rates for foreign currencies. 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, often affect interest rates in other countries. 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.

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 sponsored ADRs, but not unsponsored ADRs, are
contractually obligated to disclose material information in the United States.
Therefore, the market value of unsponsored ADRs 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.

POLICIES AND LIMITATIONS. In order to limit the risks inherent in
investing in foreign currency denominated securities, the Portfolio may not
purchase any such security if, as a result, more than 20% of its total assets
(taken at market value) would be invested in foreign currency denominated
securities. Within that limitation, however, the Portfolio is not restricted in
the amount it may invest in securities denominated in any one foreign currency.

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Investments in securities of foreign issuers are subject to the
Portfolio's quality standards. The Portfolio may invest only in securities of
issuers in countries whose governments are considered stable by NB Management.

FUTURES, OPTIONS ON FUTURES, OPTIONS ON SECURITIES AND INDICES,
FORWARD CONTRACTS, AND OPTIONS ON FOREIGN
CURRENCIES (COLLECTIVELY, "HEDGING INSTRUMENTS")

FUTURES CONTRACTS AND OPTIONS THEREON. The Portfolio may purchase
and sell interest rate futures contracts, stock and bond index futures
contracts, and foreign currency futures contracts and may purchase and sell
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 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.

The Portfolio may purchase and sell stock index futures
contracts, and may purchase and sell options thereon. For purposes of managing
cash flow, the managers may use such futures and options to increase the
Portfolio's exposure to the performance of a recognized securities index, such
as the S&P "500" Index.

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 CFTC;
futures transactions must be executed through a futures commission merchant that
is a member of the relevant contract market. In both U.S. and foreign markets,
an 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. 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. This may result in a profit or loss.

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"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 (but not with respect to options on futures that it has
purchased). 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 accumulated cash balance in the
writer's futures margin account is delivered to the holder of the option. 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. Options on futures have characteristics
and risks similar to those of securities options, as discussed herein.

Although the Portfolio believes that the use of futures contracts
will benefit it, if NB Management's judgment about the general direction of the
markets or about interest rate or currency exchange rate trends 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 or
currency exchange 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
securities being hedged can be only approximate due to differences between the
futures and securities markets or differences between the securities or
currencies underlying the Portfolio's futures position and the securities held
by or to be purchased for the Portfolio. 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.

Because of the low margin deposits required, futures trading
involves an extremely high degree of leverage; as a 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.

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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. In
fact, it may increase the risk of loss, because 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.

POLICIES AND LIMITATIONS. The Portfolio may purchase and sell
stock index futures contracts, and may purchase and sell options thereon. For
purposes of managing cash flow, the managers may use such futures and options to
increase the Portfolio's exposure to the performance of a recognized securities
index, such as the S&P "500" Index.

The Portfolio may also purchase and sell futures contracts and
may purchase and sell 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 prevailing currency exchange rates. The Portfolio does
not engage in transactions in futures and options on futures for speculation.

CALL OPTIONS ON SECURITIES. The Portfolio may write covered call
options and may purchase call options on securities. It may also write covered
call options and may purchase call options in related closing transactions. The
purpose of writing call options is to hedge (i.e., to reduce, at least in part,
the effect of price fluctuations of securities held by the Portfolio on the
Portfolio's and the Fund's net asset values ("NAVs")) or to earn premium income.
Portfolio securities on which call 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 the 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.

The writing of covered call options is a conservative investment
technique that is believed to involve relatively little risk 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.

If a call option that the 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.

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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.

POLICIES AND LIMITATIONS. The Portfolio may write covered call
options and may purchase call options on securities. It may also write covered
call options and may purchase call options in related closing transactions. The
Portfolio writes only "covered" call options on securities it owns (in contrast
to the writing of "naked" or uncovered call options, which the Portfolio will
not do). The Portfolio would purchase a call option to offset a previously
written call option or to protect against an increase in the price of the
securities it intends to purchase.

PUT OPTIONS ON SECURITIES. The Portfolio may write and purchase
put options on securities. 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 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 that 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.

POLICIES AND LIMITATIONS. The Portfolio generally writes and
purchases put options on securities for hedging purposes (i.e., 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).

GENERAL INFORMATION ABOUT SECURITIES OPTIONS. 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. American-style
options are exercisable at any time prior to their expiration date. The
obligation under any option written by the Portfolio terminates upon expiration
of the option or, at an earlier time, when the Portfolio 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 or
closed out, the Portfolio will lose the entire amount of the premium paid.

Options are traded both on U.S. 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 writes an OTC option, it

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generally will be able to "close out" the option prior to its expiration only by
entering into a closing purchase transaction with the dealer to whom the
Portfolio originally sold 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. NB Management monitors the creditworthiness of dealers
with which the Portfolio may engage in OTC options transactions.

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 market. 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.

Closing transactions are effected in order to realize a profit
(or minimize a loss) on an outstanding option, to prevent an underlying security
from being called, or to permit the sale or the put of the underlying 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, in which case it would continue to be at 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 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.

The Portfolio pays brokerage commissions or spreads in connection
with purchasing or writing options, including those used to close out existing
positions.

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.

POLICIES AND LIMITATIONS. The Portfolio may use American-style
options. 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

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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.

PUT AND CALL OPTIONS ON SECURITIES INDICES. For purposes of
managing cash flow, the Portfolio may purchase put and call options on
securities indices to increase the Portfolio's exposure to the performance of a
recognized securities index, such as the S&P "500" Index. 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 New York Stock
Exchange ("NYSE"), the American Stock Exchange, and other U.S. and foreign
exchanges.

The effectiveness of hedging through the purchase of securities
index options will depend upon the extent to which price movements in the
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.

Securities index options have characteristics and risks similar
to those of securities options, as discussed herein.

POLICIES AND LIMITATIONS. For purposes of managing cash flow, the
Portfolio may purchase put and call options on securities indices to increase
the Portfolio's exposure to the performance of a recognized securities index,
such as the S&P "500" Index. All securities index options purchased by the
Portfolio will be listed and traded on an exchange.

FOREIGN CURRENCY TRANSACTIONS. The Portfolio may enter into
contracts for the purchase or sale of a specific currency at a future date
(usually less than one year from the date of the contract) at a fixed price
("forward contracts"). The Portfolio also may engage in foreign currency
exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency exchange market.

The Portfolio enters into forward contracts in an attempt to
hedge against changes in prevailing currency exchange rates. The Portfolio does
not engage in transactions in forward contracts for speculation; it views
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. 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 the Portfolio or protecting the U.S. dollar
equivalent of dividends, interest, or other payments on those securities.

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Forward contracts are traded in the interbank market directly
between dealers (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; foreign exchange dealers realize a profit based on the
difference (the spread) between the prices at which they are buying and selling
various currencies.

At the consummation of a forward contract to sell currency, the
Portfolio may either make delivery of the foreign currency or terminate its
contractual obligation to deliver by purchasing an offsetting contract. 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 dealer who is a party to the original forward
contract.

NB Management believes that the use of foreign currency hedging
techniques, including "proxy-hedges," can provide significant protection of NAV
in the event of a general rise in the U.S. dollar against foreign currencies.
For example, the return available from securities denominated 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 hedge involving a forward contract to sell that
foreign currency or a proxy-hedge involving a forward contract to sell a
different foreign currency whose behavior is expected to resemble the currency
in which the securities being hedged are denominated but which is available on
more advantageous terms.

However, a hedge or proxy-hedge cannot protect against exchange
rate risks perfectly, and if NB Management is incorrect in its judgment of
future exchange rate relationships, the 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. 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 prices of underlying
securities. Because forward contracts are not traded on an exchange, the assets
used to cover such contracts may be illiquid. The Portfolio may experience
delays in the settlement of its foreign currency transactions.

POLICIES AND LIMITATIONS. The Portfolio may enter into forward
contracts for the purpose of hedging and not for speculation.

OPTIONS ON FOREIGN CURRENCIES. The Portfolio may write and
purchase covered call and put options on foreign currencies. Currency options
have characteristics and risks similar to those of securities options, as
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.

14
<PAGE>

POLICIES AND LIMITATIONS. The Portfolio would use options on
foreign currencies 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.

REGULATORY LIMITATIONS ON USING HEDGING INSTRUMENTS. To the
extent the Portfolio sells or purchases futures contracts 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.

COVER FOR HEDGING INSTRUMENTS. Securities held in a segregated
account cannot be sold while the futures, options 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 the Portfolio's assets
could impede portfolio management or the Portfolio's ability to meet current
obligations. The Portfolio may be unable promptly to dispose of assets which
cover, or are segregated with respect to, an illiquid futures, options or
forward position; this inability may result in a loss to the Portfolio.

POLICIES AND LIMITATIONS. The Portfolio will comply with SEC
guidelines regarding "cover" for Hedging 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.

GENERAL RISKS OF HEDGING INSTRUMENTS. The primary risks in using
Hedging Instruments are (1) imperfect correlation or no correlation between
changes in market value of the securities or currencies held or to be acquired
by the Portfolio and the prices of Hedging Instruments; (2) possible lack of a
liquid secondary market for Hedging Instruments and the resulting inability to
close out Hedging Instruments when desired; (3) the fact that the skills needed
to use Hedging Instruments are different from those needed to select the
Portfolio's securities; (4) the fact that, although use of Hedging 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 the 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 the 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 Hedging Instruments.
There can be no assurance that the Portfolio's use of Hedging Instruments will
be successful.

The Portfolio's use of Hedging Instruments may be limited by the
provisions of the Internal Revenue Code of 1986, as amended ("Code"), with which
it must comply if the Fund is to continue to qualify as a regulated investment
company ("RIC"). See "Additional Tax Information." Hedging Instruments may not
be available with respect to some currencies, especially those of so-called
emerging market countries.

POLICIES AND LIMITATIONS. NB Management intends to reduce the
risk of imperfect correlation by investing only in Hedging Instruments whose
behavior is expected to resemble or offset that of the Portfolio's underlying

15
<PAGE>

securities or currency. NB Management intends to reduce the risk that the
Portfolio will be unable to close out Hedging Instruments by entering into such
transactions only if NB Management believes there will be an active and liquid
secondary market.

FIXED INCOME SECURITIES. While the emphasis of the Portfolio's
investment program is on common stocks and other equity securities, it may also
invest in money market instruments, U.S. Government and Agency Securities, and
other fixed income securities. The Portfolio may invest in investment grade
corporate bonds and debentures and in corporate debt securities rated below
investment grade.

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, Fannie Mae (also known as Federal National Mortgage
Association), Freddie Mac (also known as Federal Home Loan Mortgage
Corporation), Student Loan Marketing Association (commonly known as "Sallie
Mae"), and the Tennessee Valley Authority. Some U.S. Government Agency
Securities are supported by the full faith and credit of the United States,
while others may by 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
Agency mortgage-backed securities. The market prices of U.S. Government and
Agency Securities are not guaranteed by the Government.

Investment grade debt securities are those receiving one of the
four highest ratings from Standard & Poor's ("S&P"), Moody's Investors Service,
Inc. ("Moody's"), or another nationally recognized statistical rating
organization ("NRSRO") or, if unrated by any NRSRO, deemed by NB Management to
be comparable to such rated securities ("Comparable Unrated Securities").
Securities rated by Moody's in its fourth highest rating category (Baa) or
Comparable Unrated Securities may be deemed to have speculative characteristics.

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 Portfolio may rely on the ratings of any
NRSRO, the Portfolio primarily refers to ratings 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"). The value of the fixed income securities in which the
Portfolio may invest is likely to decline in times of rising market interest
rates. Conversely, when rates fall, the value of the Portfolio's fixed income
investments is likely to rise. Foreign debt securities are subject to risks
similar to those of other foreign securities.

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

16
<PAGE>

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. NB Management will invest in lower-rated securities only when it
concludes that the anticipated return on such an investment to the Portfolio
warrants exposure to the additional level of risk.

POLICIES AND LIMITATIONS. The Portfolio normally may invest up to
35% of its total assets in debt securities. The Portfolio may invest up to 15%
of its net assets in corporate debt securities rated below investment grade or
Comparable Unrated Securities. Subsequent to its purchase by the 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 the Portfolio.
In such a case, the Portfolio will engage in an orderly disposition of the
downgraded securities to the extent necessary to ensure that the Portfolio's
holdings of securities rated below investment grade and Comparable Unrated
Securities will not exceed 15% of its net assets.

COMMERCIAL PAPER. Commercial paper is a short-term debt security
issued by a corporation or bank, usually for purposes such as financing current
operations. The 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, NB Management may
in certain cases determine that such paper is liquid, pursuant to guidelines
established by the Portfolio Trustees.

POLICIES AND LIMITATIONS. The Portfolio may invest in commercial
paper only if it has received the highest rating from S&P (A-1) or Moody's (P-1)
or deemed by NB Management to be of comparable quality.

ZERO COUPON SECURITIES. The Portfolio may invest 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") must be taken into income ratably by the Portfolio prior to the
receipt of any actual payments. Because the Fund must distribute substantially
all of its net income (including its share of the Portfolio's accrued original
issue discount) to its shareholders each year for income and excise tax
purposes, the Portfolio may have to dispose of portfolio securities under
disadvantageous circumstances to generate cash, or may be required to borrow, to
satisfy the Fund's distribution requirements. See "Additional Tax Information."

17
<PAGE>

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

CONVERTIBLE SECURITIES. The Portfolio may invest 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. Convertible securities generally
have features of both common stocks and debt 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.

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. Convertible securities are typically issued by smaller capitalization
companies whose stock prices may be volatile. 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 the 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 Fund's ability to achieve their investment objectives.

POLICIES AND LIMITATIONS. Convertible debt securities are subject
to the Portfolio's investment policies and limitations concerning fixed income
securities.

PREFERRED STOCK. The Portfolio 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.
Preferred shareholders may have certain rights if dividends are not paid but
generally have no legal recourse against the issuer. Shareholders may suffer a
loss of value if dividends are not paid. The market prices of preferred stocks
are generally more sensitive to changes in the issuer's creditworthiness than
are the prices of debt securities.

SWAP AGREEMENTS The portfolio may enter into swap agreements to
manage or gain exposure to particular types of investments (including equity
securities or indices of equity securities in which the Portfolio otherwise
could not invest efficiently). In a swap agreement, one party agrees to make
regular payments equal to a floating rate on a specified amount in exchange for
payments equal to a fixed rate, or a different floating rate, on the same amount
for a specific period.

18
<PAGE>

Swap agreements may involve leverage and may be highly volatile;
depending on how they are used, they may have a considerable impact on the
Portfolio's performance. The risks of swap agreements depend upon the other
party's creditworthiness and ability to perform, as well as the Portfolio's
ability to terminate its swap agreements or reduce its exposure through
offsetting transactions. Swap agreements may be illiquid. The swap market is
relatively new and largely unregulated.

POLICIES AND LIMITATIONS. In accordance with SEC staff
requirements, the Portfolio will segregate cash or appropriate liquid securities
in an amount equal to its obligations under swap agreements; when an agreement
provides for netting of the payments by the two parties, the Portfolio will
segregate only the amount of its net obligation, if any.

OTHER INVESTMENT COMPANIES. The Portfolio at times may invest in
instruments structured as investment companies to gain exposure to the
performance of a recognized securities index, such as the S&P "500" Index. 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 issuer's
portfolio securities. The Portfolio does not intend to invest in such funds
unless, in the judgment of NB Management, the potential benefits of such
investment justify the payment of any applicable premium or sales charge.

POLICIES AND LIMITATIONS. The Portfolio's investment in such
securities is limited to (i) 3% of the total voting stock of any one investment
company, (ii) 5% of the Portfolio's total assets with respect to any one
investment company and (iii) 10% of the Portfolio's total assets in the
aggregate.

PERFORMANCE INFORMATION

The Fund's performance figures are based on historical results
and are not intended to indicate future performance. The share price and total
return of the Fund will vary, and an investment in the Fund, when redeemed, may
be worth more or less than an investor's original cost. As of the date of this
SAI, the Fund was new and had no performance history.

Total Return Computations
- -------------------------

The 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 smoothes out year-to-year variations
in performance and, in that respect, differs from actual year-to-year results.

19
<PAGE>

Comparative Information
- -----------------------

From time to time the 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, The New York Times, Kiplinger's
Personal Finance, and Barron's Newspaper, 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, Russell Midcap Value Index, Dow Jones Industrial Average
("DJIA"), Wilshire 1750 Index, Nasdaq Composite Index, Montgomery
Securities Growth Stock Index, Value Line Index, U.S. Department of
Labor Consumer Price Index ("Consumer Price Index"), College Board
Annual Survey of Colleges, Kanon Bloch's Family Performance Index, the
Barra Growth Index, the Barra Value 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 companies. The S&P 600 Index includes stocks that range in
market value from $35 million to $6.1 billion, with an average of $572
million. The S&P 400 Index measures mid-sized companies that have an
average market capitalization of $2.1 billion. Each assumes reinvestment
of distributions and is calculated without regard to tax consequences or
the costs of investing. The Portfolio may invest in different types of
securities from those included in some of the above indices.

Evaluations of the Fund's performance, its total returns, and
comparisons may be used in advertisements and in information furnished to
current and prospective shareholders (collectively, "Advertisements"). The Fund
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 the Portfolio's portfolio
allocation and holdings as of a particular date may be included in
Advertisements for the Fund. This information may include the Portfolio's
portfolio diversification by asset type. 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, (2) paying for children's education, and

20
<PAGE>

(3) financially supporting aging parents.

NB 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 the 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. Estimates of total four-year costs (tuition, room and
board, books and other expenses) for students starting college in various years
may be included in Advertisements, based on the College Board Annual Survey of
Colleges.

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 investing at
market highs and/or lows, and investing early versus late for retirement plans
also may be included in Advertisements, if appropriate.

CERTAIN RISK CONSIDERATIONS

Although the Portfolio seeks to reduce risk by investing in a
diversified portfolio of securities, diversification does not eliminate all
risk. There can, of course, be no assurance the Portfolio will achieve its
investment objective.

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 their
corresponding portfolios administered or managed by NB Management and Neuberger
Berman, LLC ("Neuberger Berman").

21
<PAGE>

Name, Age, and Positions Held
Address(1) With the Trusts Principal Occupation(s)(2)
- ---------- --------------- --------------------------
<S> <C> <C>

Faith Colish (63) Trustee of each Trust Attorney at Law, Faith Colish, A
63 Wall Street Professional Corporation.
24th Floor
New York, NY 10005

Stanley Egener* (65) Chairman of the Board, Director of NB Management; Chairman
Chief Executive Officer, of the Board, Chief Executive Officer
and Trustee of each Trust and Trustee of ten other mutual funds
for which NB Management acts as
investment manager or administrator.

Howard A. Mileaf (62) Trustee of each Trust Vice President and Special Counsel to
WHX Corporation WHX Corporation (holding company)
110 East 59th Street since 1992; Director of Kevlin
30th Floor Corporation (manufacturer of
New York, NY 10022 microwave and other products).

Edward I. O'Brien* (70) Trustee of each Trust Until 1993, President of the Securities
12 Woods Lane Industry Association ("SIA")(securities
Scarsdale, NY 10583 industry's 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. (70) Trustee of each Trust Retired. Formerly, President of
7082 Siena Court SOBRO (South Bronx Overall Economic
Boca Raton, FL 33433 Development Corporation).

John P. Rosenthal (66) Trustee of each Trust Senior Vice President of Burnham
Burnham Securities Inc. Securities Inc. (a registered
Burnham Asset Management Corp. broker-dealer) since 1991; Director,
1325 Avenue of the Americas Cancer Treatment Holdings, Inc.
17th Floor
New York, NY 10019

Cornelius T. Ryan (67) Trustee of each Trust General Partner of Oxford Partners
Oxford Bioscience Partners and Oxford Bioscience Partners
315 Post Road West (venture capital partnerships) and
Westport, CT 06880 President of Oxford Venture
Corporation; Director of Capital Cash
Management Trust (money market fund) and
Prime Cash Fund.
22
<PAGE>

Name, Age, and Positions Held
Address(1) With the Trusts Principal Occupation(s)(2)
- ---------- --------------- --------------------------
<S> <C> <C>

Gustave H. Shubert (70) Trustee of each Trust Senior Fellow/Corporate Advisor and
13838 Sunset Boulevard Advisory Trustee of Rand (a
Pacific Palisades, CA 90272 non-profit public interest 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* (62) President and Trustee Chairman of the Board of Neuberger
of each Trust Berman, Inc.; Senior Vice President
of Neuberger Berman; Director of NB
Management; President and/or Trustee of
seven other mutual funds for which NB
Management acts as investment manager or
administrator.

Daniel J. Sullivan (59) Vice President of each Senior Vice President of NB
Trust Management since 1992; Vice President
of ten other mutual funds for which NB
Management acts as investment manager or
administrator.

Michael J. Weiner (52) Vice President and Senior Vice President of NB
Principal Financial Management since 1992; Senior Vice
Officer of each Trust President of Neuberger Berman;
Treasurer of NB Management from 1992 to
1996; Vice President and Principal
Financial Officer of ten other mutual
funds for which NB Management acts as
investment manager or administrator.

23
<PAGE>

Name, Age, and Positions Held
Address(1) With the Trusts Principal Occupation(s)(2)
- ---------- --------------- --------------------------
<S> <C> <C>

Claudia A. Brandon (42) Secretary of each Trust Director, Corporate Secretarial, of
Neuberger Berman since 1999; formerly
Vice President of NB Management;
Secretary of ten other mutual funds for
which NB Management acts as investment
manager or administrator.

Richard Russell (52) Treasurer and Principal Vice President of NB Management since
Accounting Officer of 1993; Treasurer and Principal
each Trust Accounting Officer of ten other
mutual funds for which NB Management
acts as investment manager or
administrator.

Stacy Cooper-Shugrue (36) Assistant Secretary of Assistant Director, Corporate
each Trust Secretarial, of Neuberger Berman
since 1999; formerly Assistant Vice
President of NB Management; Assistant
Secretary of ten other mutual funds for
which NB Management acts as investment
manager or administrator.

C. Carl Randolph (61) Assistant Secretary of Senior Vice President, General
each Trust Counsel and Secretary of Neuberger
Berman; Assistant Secretary of ten other
mutual funds for which NB Management
acts as investment manager or
administrator.

24
<PAGE>

Name, Age, and Positions Held
Address(1) With the Trusts Principal Occupation(s)(2)
- ---------- --------------- --------------------------
<S> <C> <C>

Barbara DiGiorgio (40) Assistant Assistant Vice President of NB
Treasurer of each Trust Management since 1993; Assistant
Treasurer since 1996 of ten other mutual
funds for which NB Management acts as
investment manager or administrator.

Celeste Wischerth (38) Assistant Treasurer of Assistant Vice President of NB
each Trust Management since 1994; prior thereto,
employee of NB Management; Assistant
Treasurer since 1996 of ten other mutual
funds for which NB Management acts as
investment manager or administrator.
</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" of the Trust within the
meaning of the 1940 Act. Messrs. Egener and Zicklin are interested persons by
virtue of the fact that they are officers and/or directors of NB Management, and
Mr. Zicklin is an officer of Neuberger Berman. Mr. O'Brien is an interested
person 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 Portfolio and other funds for which NB Management serves as investment
manager.

The Trust's Trust Instrument and Managers Trust's Declaration of
Trust provide that each such Trust 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.

25
<PAGE>

The following table sets forth information concerning the
compensation of the trustees of the Trust. None of the Neuberger Berman Funds
has any retirement plan for its trustees.

TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 8/31/99
-----------------------------

<TABLE>
<CAPTION>
Aggregate Total Compensation from Investment
Compensation Companies in the Neuberger Berman
Name and Position with the Trust from the Trust Fund Complex Paid to Trustees
- -------------------------------- -------------- -----------------------------
<S> <C> <C>

Faith Colish $ $
Trustee (5 other investment
companies)
Stanley Egener $ 0 $ 0
Chairman of the Board, Chief (9 other investment
Executive Officer, and Trustee 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)

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 __________, 1999, the trustees and officers of the Trusts, as a group, owned
beneficially or of record less than 1% of the outstanding shares of the Fund.

26
<PAGE>

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES

Investment Manager and Administrator
- ------------------------------------

Because all of the Fund's net investable assets are invested in
the Portfolio, the Fund does not need an investment manager. NB Management
serves as the Portfolio's investment manager pursuant to a management agreement
with Managers Trust, dated as of August 2, 1993 ("Management Agreement"). The
Management Agreement was approved by the holders of the interests in the
Portfolio on ___________, 1999.

The Management Agreement provides, in substance, that NB
Management will make and implement investment decisions for the Portfolio in its
discretion and will continuously develop an investment program for the
Portfolio's assets. The Management Agreement permits NB Management to effect
securities transactions on behalf of the Portfolio through associated persons of
NB Management. The Management Agreement also specifically permits NB Management
to compensate, through higher commissions, brokers and dealers who provide
investment research and analysis to the Portfolio, although NB Management has no
current plans to pay a material amount of such compensation.

NB Management provides to the Portfolio, without separate cost,
office space, equipment, and facilities and the personnel necessary to perform
executive, administrative, and clerical functions. NB Management pays all
salaries, expenses, and fees of the officers, trustees, and employees of
Managers Trust who are officers, directors, or employees of NB Management. Two
directors of NB Management (one of whom is an officer of Neuberger Berman),
presently serve as trustees and officers of the Trusts. See "Trustees and
Officers." The Portfolio pays NB Management a management fee based on the
Portfolio's average daily net assets, as described below.

NB Management provides facilities, services, and personnel to the
Fund pursuant to an administration agreement with the Trust, dated August 3,
1993, as amended on August 2, 1996. ("Administration Agreement"). The Fund was
authorized to become subject to the Administration Agreement by vote of the Fund
Trustees on ____________, 1999, and became subject to it on ____________, 1999.
For such administrative services, the Fund pays NB Management a fee based on the
Fund's average daily net assets, as described below.

Under the Administration Agreement, NB Management also provides
to the Fund and its shareholders certain shareholder, shareholder-related, and
other services that are not furnished by the Fund's shareholder servicing agent.
NB 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 the 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.

27
<PAGE>

From time to time, NB Management or the 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.

Management and Administration Fees
- ----------------------------------

For investment management services, the Portfolio pays NB
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.

NB Management provides administrative services to the Fund that
includes furnishing facilities and personnel for the Fund and performing
accounting, recordkeeping, and other services. For such administrative services,
the Fund pays NB Management a fee at the annual rate of 0.26% of the Fund's
average daily net assets. With the Fund's consent NB Management may subcontract
to third parties some of its responsibilities to the Fund under the
Administration Agreement. In addition, the Fund may compensate third parties for
accounting and other services.

NB Management has contractually undertaken to reimburse the Fund
for its total operating expenses (excluding interest, taxes, brokerage
commissions and extraordinary expenses) which exceed, in the aggregate, 1.50%
per annum of the Fund's average daily net assets. This undertaking lasts until
December 31, 2002. The Fund has contractually undertaken to reimburse NB
Management, until December 31, 2005, for the excess expenses paid by NB
Management, provided the reimbursements do not cause the Fund's total operating
expenses (exclusive of taxes, interest, brokerage commissions, and extraordinary
expenses) to exceed an annual rate of 1.50% of average net assets and the
reimbursements are made within three years after the year in which NB Management
incurred the expense.

The Management Agreement continues until August 2, 1999. The
Management Agreement is renewable thereafter from year to year with respect to
the Portfolio, so long as its continuance is approved at least annually (1) by
the vote of a majority of the Portfolio Trustees who are not "interested
persons" of NB Management or 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 interests in the Portfolio. The Administration
Agreement continues until August 2, 1999. The Administration Agreement is
renewable from year to year with respect to the 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 NB 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 Agreement is terminable, without penalty, with
respect to the Portfolio on 60 days' written notice either by Managers Trust or
by NB Management. The Administration Agreement is terminable, without penalty,
with respect to the Fund on 60 days' written notice either by NB Management or

28
<PAGE>

by the Trust. Each Agreement terminates automatically if it is assigned.

Sub-Adviser
- -----------

NB Management retains Neuberger Berman, 605 Third Avenue, New
York, NY 10158-3698, as sub-adviser with respect to the Portfolio pursuant to a
sub-advisory agreement dated August 2, 1993 ("Sub-Advisory Agreement"). The
Portfolio was authorized to become subject to the Sub-Advisory Agreement on
____________, 1999 and became subject to it on ____________, 1999. The
Sub-Advisory Agreement was approved by the holders of the interests in the
Portfolio on ___________, 1999.

The Sub-Advisory Agreement provides in substance that Neuberger
Berman will furnish to NB Management, upon reasonable request, the same type of
investment recommendations and research that Neuberger Berman, from time to
time, provides to its employees for use in managing client accounts. In this
manner, NB 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 numerous 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 NB
Management. The Sub-Advisory Agreement provides that NB 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 NB
Management.

The Sub-Advisory Agreement continues until August 2, 1999 and is
renewable from year to year, subject to approval of its continuance in the same
manner as the Management Agreement. The Sub-Advisory Agreement is subject to
termination, without penalty, with respect to the Portfolio by the Portfolio
Trustees or a 1940 Act majority vote of the outstanding interests in the
Portfolio, by NB Management, or by Neuberger Berman on not less than 30 nor more
than 60 days' written notice. The Sub-Advisory Agreement also terminates
automatically with respect to the Portfolio if it is assigned or if the
Management Agreement terminates with respect to the Portfolio.

Most money managers that come to the Neuberger Berman
organization have at least fifteen years experience. Neuberger Berman and NB
Management employ experienced professionals that work in a competitive
environment.

Investment Companies Managed
- ----------------------------

As of September 30, 1999, the investment companies managed by NB
Management had aggregate net assets of approximately $16.8 billion. NB
Management currently serves as investment manager of the following investment
companies:

29
<PAGE>

Approximate Net Assets
at
Name September 30, 1999
---- ----------------------

Neuberger Berman Cash Reserves Portfolio $1,129,792,312
(investment portfolio for Neuberger
Berman Cash Reserves)

Neuberger Berman Government Money Portfolio $701,999,455
(investment portfolio for Neuberger
Berman Government Money Fund)

Neuberger Berman High Yield Bond Portfolio $25,041,449
(investment portfolio for Neuberger
Berman High Yield Bond Fund)

Neuberger Berman Limited Maturity Bond $274,532,907
Portfolio
(investment portfolio for Neuberger
Berman Limited Maturity Bond Fund and
Neuberger Berman Limited Maturity Bond
Trust)

Neuberger Berman Municipal Securities Portfolio $35,080,349
(investment portfolio for Neuberger
Berman Municipal Securities Trust)

Neuberger Berman Municipal Money Portfolio $275,065,503
(investment portfolio for Neuberger
Berman Municipal Money Fund)

Neuberger Berman Focus Portfolio $1,463,580,020
(investment portfolio for Neuberger Berman
Focus Fund, Neuberger Berman Focus Trust, and
Neuberger Berman Focus Assets)

Neuberger Berman Genesis Portfolio $1,647,532,448
(investment portfolio for Neuberger
Berman Genesis Fund, Neuberger Berman
Genesis Trust and Neuberger Berman
Genesis Assets)

Neuberger Berman Guardian Portfolio $4,423,729,801
(investment portfolio for Neuberger
Berman Guardian Fund, Neuberger Berman
Guardian Trust and Neuberger Berman
Guardian Assets)

30
<PAGE>

Approximate Net Assets
at
Name September 30, 1999
---- ----------------------

Neuberger Berman International Portfolio $117,925,499
(investment portfolio for Neuberger
Berman International Fund and
Neuberger Berman International Trust)

Neuberger Berman Manhattan Portfolio $606,962,000
(investment portfolio for Neuberger
Berman Manhattan Fund, Neuberger
Berman Manhattan Trust and Neuberger
Berman Manhattan Assets)

Neuberger Berman Millennium Portfolio $78,666,423
(investment portfolio for Neuberger
Berman Millennium Fund and Neuberger
Berman Millennium Trust)

Neuberger Berman Partners Portfolio $3,553,329,259
(investment portfolio for Neuberger
Berman Partners Fund,
Neuberger Berman Partners Trust and
Neuberger Berman Partners Assets)

Neuberger Berman Regency Portfolio $30,848,996
(investment portfolio for Neuberger
Berman Regency Fund and Neuberger
Berman Regency Trust)

Neuberger Berman Socially Responsive Portfolio $376,629,789
(investment portfolio for Neuberger
Berman Socially Responsive Fund,
Neuberger Berman Socially Responsive
Trust, Neuberger Berman NYCDC Socially
Responsive Trust and Neuberger Berman
Socially Responsive Assets)

Advisers Managers Trust $2,026,088,252
(eight series)

The investment decisions concerning the Portfolio and the other
mutual funds managed by NB Management (collectively, "Other NB Funds") have been
and will continue to be made independently of one another. In terms of their
investment objectives, most of the Other NB Funds differ from the Portfolio.
Even where the investment objectives are similar, however, the methods used by
the Other NB Funds and the Portfolio to achieve their objectives may differ. The

31
<PAGE>

investment results achieved by all of the mutual funds managed by NB Management
have varied from one another in the past and are likely to vary in the future.

There may be occasions when the Portfolio and one or more of the
Other NB 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, in terms of amount, 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 the
Portfolio, in other cases it is believed that the 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
Portfolio's having its advisory arrangements with NB Management outweighs any
disadvantages that may result from contemporaneous transactions.

The Portfolio is subject to certain limitations imposed on all
advisory clients of Neuberger Berman (including the Portfolio, the Other NB
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 NB Management
- ---------------------------------------

The directors and officers of NB Management, all of whom have
offices at the same address as NB Management, are Richard A. Cantor, Chairman of
the Board and director; Stanley Egener, director; Theodore P. Giuliano, Vice
President and director; Michael M. Kassen, Vice President and director; Irwin
Lainoff, director; Lawrence Zicklin, director; Daniel J. Sullivan, Senior Vice
President; Peter E. Sundman, President; Andrea Trachtenberg, Senior Vice
President; Michael J. Weiner, Senior Vice President; Patrick T. Byrne, Vice
President; Valerie Chang, Vice President; Brooke A. Cobb, Vice President; Robert
W. D'Alelio, Vice President; Clara Del Villar, Vice President; Brian J. Gaffney,
Vice President; Joseph G. Galli, Vice President; Robert I. Gendelman, Vice
President; Josephine P. Mahaney, Vice President; Michael F. Malouf, Vice
President; S. Basu Mullick, Vice President; Janet W. Prindle, Vice President;
Kevin L. Risen, Vice President; Richard Russell, Vice President; Jennifer K.
Silver, Vice President; Kent C. Simons, Vice President; Frederic B. Soule, Vice
President; Susan Stang, Vice President; Judith M. Vale, Vice President; Susan
Walsh, Vice President; Catherine Waterworth, Vice President; Allan R. White III,
Vice President; Robert Conti, Treasurer; Ramesh Babu, Assistant Vice President;
Barbara DiGiorgio, Assistant Vice President; Robert L. Ladd, Assistant Vice
President; Carmen G. Martinez, Assistant Vice President; Joseph S. Quirk,
Assistant Vice President; Ingrid Saukaitis, Assistant Vice President; Benjamin
Segal, Assistant Vice President; Josephine Velez, Assistant Vice President;
Celeste Wischerth, Assistant Vice President; and Ellen Metzger, Secretary.
Messrs. Cantor, D'Alelio, Egener, Gendelman, Giuliano, Kassen, Lainoff, Risen,
Simons, Sundman, Weiner, White and Zicklin and Mmes. Prindle, Silver and Vale
are employees of Neuberger Berman.

32
<PAGE>

Messrs. Egener and Zicklin are trustees and Messrs. Russell,
Sullivan, Weiner and Zicklin and Mmes. DiGiorgio and Wischerth are officers of
the Trusts.

All of the outstanding voting stock in NB Management is owned by
persons who are also employees of Neuberger Berman.

DISTRIBUTION ARRANGEMENTS

NB Management serves as the distributor ("Distributor") in
connection with the offering of the Fund's shares on a no-load basis. In
connection with the sale of its shares, the 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 personally, through
the mails, or by electronic means. The Distributor is the Fund's "principal
underwriter" within the meaning of the 1940 Act and, as such, acts as agent in
arranging for the sale of the Fund's shares without sales commission or other
compensation and bears all advertising and promotion expenses incurred in the
sale of the Fund's shares.

The Distributor or one of its affiliates may, from time to time,
deem it desirable to offer to shareholders of the Fund, through use of their
shareholder lists, the shares of other mutual funds for which the Distributor
acts as distributor or other products or services. Any such use of the Fund's
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 Fund's shareholders any investment products or services
other than those managed or distributed by NB Management or Neuberger Berman.

The Trust, on behalf of the Fund, and the Distributor are parties
to a Distribution Agreement that continues until August 2, 1999. 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
terminate automatically on its assignment, in the same manner as the Management
Agreements.

ADDITIONAL PURCHASE INFORMATION

Share Prices and Net Asset Value
- --------------------------------

The Fund's shares are bought or sold at a price that is the
Fund's NAV per share. The NAVs for the Fund and the Portfolio are calculated by
subtracting total liabilities from total assets (in the case of the Portfolio,
the market value of the securities the Portfolio holds plus cash and other
assets; in the case of the Fund, its percentage interest in the Portfolio,
multiplied by the Portfolio's NAV, plus any other assets). The 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. The Fund and the Portfolio

33
<PAGE>

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.

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

If NB Management believes that the price of a security obtained
under the Portfolio's valuation procedures (as described above) does not
represent the amount that the Portfolio reasonably expects to receive on a
current sale of the security, the Portfolio will value the security based on a
method that the trustees of the Managers Trust believe accurately reflects fair
value.

Automatic Investing and Dollar Cost Averaging
- ---------------------------------------------

Shareholders may arrange to have a fixed amount automatically
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 NB 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 advantage 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
"Maintaining Your Account," 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
series of the Trust or the Income and Municipal Funds that are briefly described
below, provided that the minimum investment requirements of the other fund(s)
are met.

34
<PAGE>

EQUITY FUNDS
- ------------
<TABLE>
<CAPTION>
<S> <C>

Neuberger Berman Focus Fund Invests principally in common stocks selected from 13
multi-industry sectors of the economy. To maximize
potential return, the 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.

Neuberger Berman Genesis Fund Invests primarily in stocks of companies with small market
capitalizations (up to $1.5 billion at the time of the
Portfolio's investment). Portfolio managers seek to buy
the stocks of strong companies with a history of solid
performance and a proven management team, which are
selling at attractive prices.

Neuberger Berman Guardian Fund A growth and income fund that invests primarily in
stocks of established, high-quality companies that are not
well followed on Wall Street or are temporarily out of
favor.

Neuberger Berman International Fund Seeks long-term capital appreciation by investing
primarily in foreign stocks of any capitalization, both in
developed economies and in emerging markets. Portfolio
manager seeks undervalued companies in countries with strong
potential for growth.

Neuberger Berman Manhattan Fund Invests in securities believed to have the maximum
potential for long-term capital appreciation. Portfolio
managers seek stocks of companies that are projected to grow
at above-average rates and that appear to the managers
poised for a period of accelerated earnings.

Neuberger Berman Millennium Fund Seeks long-term growth of capital by investing primarily
in common stocks of small-capitalization companies, which
it defines as those with a total market value of no more
than $1.5 billion at the time of initial investment. The
portfolio co-managers take a growth approach to stock
selection, looking for new companies that are in the
developmental stage as well as older companies that appear
poised to grow because of new products, markets or
management. Factors in identifying these firms may include
financial strength, a strong position relative to
competitors and a stock price that is reasonable relative
to its growth rate.

35
<PAGE>

<S> <C>
Neuberger Berman Seeks capital growth through an approach that is intended
Partners Fund to increase capital with reasonable risk. Portfolio
managers look at fundamentals, focusing particularly on cash
flow, return on capital, and asset values.

Neuberger Berman Seeks long-term growth of capital by investing primarily
Regency Fund in common stocks of mid-capitalization companies which the
manager believes have solid fundamentals.

Neuberger Berman Seeks long-term capital appreciation by investing in
Socially Responsive Fund common stocks of companies that meet both financial and
social criteria.

INCOME FUNDS

Neuberger Berman A U.S. Government money market fund seeking maximum
Government Money Fund 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 current income
Cash Reserves consistent with safety and liquidity. The corresponding
portfolio invests in high-quality money market instruments.
It seeks to maintain a constant purchase and redemption
price of $1.00.

Neuberger Berman Seeks the highest current income consistent with low
Limited Maturity Bond Fund risk to principal and liquidity and, secondarily, total
return. The corresponding portfolio invests in debt
securities, primarily investment grade; maximum 10% below
investment grade, but no lower than B.*/ Maximum average
duration of four years.

Neuberger Berman Seeks high current income and, secondarily, capital
High Yield Bond Fund growth, by investing primarily in lower-rated debt
securities; also invests in investment grade
income-producing and non-income-producing debt and
equity securities.

36
<PAGE>

MUNICIPAL FUNDS
<S> <C>
Neuberger Berman A money market fund seeking the maximum current income
Municipal Money Fund exempt from federal income tax, consistent with safety
and liquidity. The corresponding portfolio invests in
high-quality, short-term municipal securities. It seeks
to maintain a constant purchase and redemption price of $1.00.

Neuberger Berman Municipal Seeks high current tax-exempt income with low risk to
Securities Trust principal, limited price fluctuation, and liquidity and,
secondarily, total return. The corresponding portfolio
invests in investment grade municipal securities.
Maximum average duration of 10 years.
</TABLE>

- -------------------
*/ As rated by Moody's or S&P or, if unrated by either of those entities,
determined by NB Management to be of comparable quality.

The Fund described herein, and any of the Neuberger Berman Funds
described above, may terminate or modify its exchange privilege in the future.

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. The Neuberger Berman 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 capital gain or loss may be realized.

There can be no assurance that Neuberger Berman Government 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.

ADDITIONAL REDEMPTION INFORMATION

Suspension of Redemptions
- -------------------------

The right to redeem the Fund's shares may be suspended or payment
of the redemption price postponed (1) when the NYSE is closed, (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 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 the Fund's shareholders.
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

37
<PAGE>

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

The 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) exceeding $250,000 or 1% of the net assets,
whichever is less, by making payment in whole or in part in securities valued as
described in "Share Prices and Net Asset Value" above. 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
Fund does not redeem in kind under normal circumstances, but would do so when
the Fund Trustees determined that it was in the best interests of the Fund's
shareholders as a whole.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Fund distributes to its shareholders substantially all of its
share of any net investment income, (after deducting expenses incurred directly
by the Fund), any net realized capital gains, and any net realized gains from
foreign currency transactions earned or realized by the Portfolio. The
Portfolio's net investment income consists of all income accrued on portfolio
assets less accrued expenses, but does not include capital and foreign currency
gains and losses. Net investment income and realized gains and losses are
reflected in the Portfolio's NAV (and, hence, the Fund's NAV) until they are
distributed. The 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).

Dividends from net investment income and distributions of net
realized capital and foreign currency gains, if any, normally are paid once
annually, in December.

Dividends and other distributions are automatically reinvested in
additional shares of the Fund, unless the shareholder elects to receive them in
cash ("cash election"). Shareholders 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 the 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 for 180 days, 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 to request that the
cash election be reinstated.

38
<PAGE>

Dividend or other distribution checks that are not cashed or
deposited within 180 days from being issued will be reinvested in additional
shares of the Fund at its NAV per share on the day the check is reinvested. No
interest will accrue on amounts represented by uncashed dividend or other
distribution checks.

ADDITIONAL TAX INFORMATION

Taxation of the Fund
- --------------------

To qualify for treatment as a RIC under the Code, the 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. 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 Hedging Instruments) derived with respect to its business of
investing in securities or those currencies ("Income Requirement"); and (2) 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 that 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 or securities of other RICs) of any one issuer. If the Fund failed to
qualify as a RIC for any taxable year, it would be taxed on the full amount of
its taxable income for that year without being able to deduct the distributions
it makes to its shareholders and the shareholders would treat all those
distributions, including distributions of net capital gain (the excess of net
long-term capital gain over net short-term capital loss), as dividends (that is,
ordinary income) to the extent of the Fund's earnings and profits.

Certain funds that invest in portfolios managed by NB Management
have received rulings 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 these rulings may not be relied on as precedent by
the Fund, NB Management believes that the reasoning thereof and, hence, their
conclusion apply to the Fund as well.

The 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 consequences to
the Fund of distributions to it from the Portfolio, investments by the Portfolio
in certain securities, and hedging transactions engaged in by the Portfolio.

39
<PAGE>

Taxation of the Portfolio
- -------------------------

Certain investment portfolios managed by NB management have
received rulings from the Service to the effect that, among other things, each
portfolio will be treated as a separate partnership for federal income tax
purposes and will not be a "publicly traded partnership." Although these rulings
may not be relied on as precedent by the Portfolio, NB Management believes the
reasoning thereof and hence, their conclusion apply to the Portfolio as well. As
a result, the Portfolio is not subject to federal income tax; instead, each
investor in the Portfolio, such as the Fund, is required to take into account in
determining its federal income tax liability its share of the Portfolio's
income, gains, losses, deductions, and credits, without regard to whether it has
received any cash distributions from the Portfolio. The Portfolio also is not
subject to Delaware or New York income or franchise tax.

Because the Fund is deemed to own a proportionate share of the
Portfolio's assets and income for purposes of determining whether the Fund
satisfies the requirements to qualify as a RIC, the Portfolio intends to
continue to conduct its operations so that the Fund will be able to continue to
satisfy all those requirements.

Distributions to the Fund from the 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, and (3) loss will be
recognized if a liquidation distribution consists solely of cash and/or
unrealized receivables. The Fund's basis for its interest in the Portfolio
generally equals the amount of cash the Fund invests in the Portfolio, increased
by the Fund's share of the Portfolio's net income and capital 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 the Portfolio, and gains
realized by the Portfolio, may be subject to income, withholding, or other taxes
imposed by foreign countries and U.S. possessions ("foreign taxes") that would
reduce the yield and/or total return 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.

The Portfolio may invest in the stock of "passive foreign
investment companies" ("PFICs"). A PFIC is a foreign corporation -- other than a
"controlled foreign corporation" (I.E., a foreign corporation in which, on any
day during its taxable year, more than 50% of the total voting power of all
voting stock therein or the total value of all stock therein is owned, directly,
indirectly, or constructively, by "U.S. shareholders," defined as U.S. persons
that individually own, directly, indirectly, or constructively, at least 10% of
that voting power) as to which the Portfolio is a U.S. shareholder -- 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
the Portfolio holds stock of a PFIC, the Fund (indirectly through its interest

40
<PAGE>

in the Portfolio) will be subject to federal income tax on its share of a
portion of any "excess distribution" received by the Portfolio on the stock or
of any gain on the Portfolio's disposition of the stock (collectively, "PFIC
income"), plus interest thereon, even if the Fund distributes its share of the
PFIC income as a taxable dividend to its shareholders. The balance of the Fund's
share of the PFIC income will be included in its investment company taxable
income and, accordingly, will not be taxable to it to the extent that income is
distributed to its shareholders.

If the Portfolio invests in a PFIC and elects to treat the PFIC
as a "qualified electing fund" ("QEF"), then in lieu of the Fund's incurring the
foregoing tax and interest obligation, the Fund would be required to include in
income each year its share of the Portfolio's pro rata share of the QEF's annual
ordinary earnings and net capital gain (the excess of net long-term capital gain
over net short-term capital loss) -- which the Fund most likely would have to
distribute to satisfy the Distribution Requirement and avoid imposition of the
Excise Tax -- even if the Portfolio did not receive those earnings and gain from
the QEF. In most instances it will be very difficult, if not impossible, to make
this election because of certain requirements thereof.

A holder of stock in any PFIC may elect to include in ordinary
income each taxable year the excess, if any, of the fair market value of the
stock over the adjusted basis therein as of the end of that year. Pursuant to
the election, a deduction (as an ordinary, not capital, loss) also would be
allowed for the excess, if any, of the holder's adjusted basis in PFIC stock
over the fair market value thereof as of the taxable year-end, but only to the
extent of any net mark-to-market gains with respect to that stock included in
income for prior taxable years. The adjusted basis in each PFIC's stock subject
to the election would be adjusted to reflect the amounts of income included and
deductions taken thereunder (and under regulations proposed in 1992 that
provided a similar election with respect to the stock of certain PFICs).

The Portfolio's use of hedging strategies, such as writing
(selling) and purchasing options and entering into forward contracts, involves
complex rules that will determine for income tax purposes the amount, character
and timing of recognition of the gains and losses the Portfolio realizes in
connection therewith. Gains from the disposition of foreign currencies (except
certain gains that may be excluded by future regulations), and gains from
Hedging Instruments derived by the Portfolio with respect to its business of
investing in securities or foreign currencies, will qualify as permissible
income for the Fund under the Income Requirement.

Exchange-traded futures contracts, certain forward contracts and
listed options thereon subject to Section 1256 of the Code ("Section 1256
contracts") are required to be marked to market (that is, treated as having been
sold at market value) for federal income tax purposes at the end of the
Portfolio's taxable year. Sixty percent of any net 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.
Section 1256 contracts also may be marked-to-market for purposes of the Excise
Tax. These rules may operate to increase the amount that a Fund must distribute
to satisfy the Distribution Requirement, which will be taxable to the
shareholders as ordinary income, and to increase the net capital gain recognized
by the Fund, without in either case increasing the cash available to the Fund. A
Fund may elect to exclude certain transactions from the operation of section

41
<PAGE>

1256, although doing so may have the effect of increasing the relative
proportion of net short-term capital gain (taxable as ordinary income) and/or
increasing the amount of dividends that must be distributed to meet the
Distribution Requirement and avoid imposition of the Excise Tax.

If the Fund has an "appreciated financial position" -- generally,
an interest (including an interest through an option, futures or forward
contract, or short sale) with respect to any stock, debt instrument (other than
"straight debt"), or partnership interest the fair market value of which exceeds
its adjusted basis -- and enters into a "constructive sale" of the same or
substantially similar property, the Fund will be treated as having made an
actual sale thereof, with the result that gain will be recognized at that time.
A constructive sale generally consists of a short sale, an offsetting notional
principal contract, or a futures or forward contract entered into by the Fund or
a related person with respect to the same or substantially similar property. In
addition, if the appreciated financial position is itself a short sale or such a
contract, acquisition of the underlying property or substantially similar
property will be deemed a constructive sale. The foregoing will not apply,
however, to any transaction during any taxable year that otherwise would be
treated as a constructive sale if the transaction is closed within 30 days after
the end of that year and the Fund holds the appreciated financial position
unhedged for 60 days after that closing (I.E., at no time during that 60-day
period is the Fund's risk of loss regarding that position reduced by reason of
certain specified transactions with respect to substantially similar or related
property, such as having an option to sell, being contractually obligated to
sell, making a short sale, or granting an option to buy substantially identical
stock or securities).

The Portfolio may acquire zero coupon securities or other
securities issued with original issue discount ("OID"). As a holder of those
securities, the Portfolio (and, through it, the Fund) must take into income the
OID that accrues on the securities during the taxable year, even if it receives
no corresponding payment on them during the year. Because the Fund annually must
distribute substantially all of its investment company taxable income (including
its share of the Portfolio's accrued OID) to satisfy the Distribution
Requirement and 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
share of the total amount of cash the Portfolio actually receives. Those
distributions will be made from the Fund's (or its share of the Portfolio's)
cash assets or, if necessary, from the proceeds of sales of the Portfolio's
securities. The Portfolio may realize capital gains or losses from those sales,
which would increase or decrease the Fund's investment company taxable income
and/or net capital gain.

Taxation of the Fund's 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.

The Fund is required to withhold 31% of all dividends, capital
gain 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.

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<PAGE>

As described in "Maintaining Your Account" in the Prospectus, the
Fund may close a shareholder's account 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
(including a Roth IRA) or a qualified retirement plan (including a simplified
employee pension plan, savings incentive match plan for employees, 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 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 the Portfolio in
the purchase and sale of its portfolio securities (other than certain securities
traded on the OTC market) and in connection with the writing of covered call
options on its securities.

Portfolio securities are, from time to time, loaned by the
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. In accordance with the order, securities loans made by the Portfolio
to Neuberger Berman are fully secured by cash collateral. The portion of the
income on the cash collateral which may be shared with Neuberger Berman is to be
determined by 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 the Portfolio in order
to re-lend them to other Neuberger Berman Portfolios, Neuberger Berman may be
required to pay the Portfolio, on a quarterly basis, certain of the earnings
that Neuberger Berman otherwise has derived from the re-lending of the borrowed
securities. When Neuberger Berman desires to borrow a security that the
Portfolio has indicated a willingness to lend, Neuberger Berman must borrow such
security from the 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 the Portfolio. If, in any month, the Portfolio's
expenses exceed its income in any securities loan transaction with Neuberger
Berman, Neuberger Berman must reimburse the Portfolio for such loss.

A committee of Independent Portfolio Trustees from time to time
reviews, among other things, information relating to securities loans by the
Portfolio.

In effecting securities transactions, the Portfolio generally
seeks to obtain the best price and execution of orders. Commission rates, being
a component of price, are considered along with other relevant factors. The
Portfolio plans to continue to use Neuberger Berman as its principal broker
where, in the judgment of NB Management, that firm is able to obtain a price and
execution at least as favorable as other qualified brokers. To the Portfolio's
knowledge, no affiliate of the Portfolio receives give-ups or reciprocal
business in connection with its securities transactions.

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<PAGE>

The use of Neuberger Berman as a broker for the 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. Managers Trust and NB Management have expressly
authorized Neuberger Berman to retain such compensation, and Neuberger Berman
has agreed to comply with the reporting requirements of Section 11(a).

Under the 1940 Act, commissions paid by the 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 the Portfolio's policy that the commissions paid to Neuberger
Berman must, in NB 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
Portfolio does not deem it practicable and in its 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, the 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 Portfolio 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 Portfolio must be
reviewed and approved no less often than annually by a majority of the
Independent Portfolio Trustees.

To ensure that accounts of all investment clients, including the
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 placed by that account bears to the
aggregate size of orders contemporaneously placed by the other accounts, subject
to de minimis exceptions. All participating accounts will pay or receive the
same price.

The Portfolio expects that it will execute a portion of its
transactions through brokers other than Neuberger Berman. In selecting those
brokers, NB Management considers the quality and reliability of brokerage
services, including execution capability, performance, and financial

44
<PAGE>

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 NB Management and employees
of Neuberger Berman who are portfolio managers of the Portfolio and Other NB
Funds (collectively, "NB 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 NB 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 transactions 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
capabilities of or research provided by particular brokers or in the execution
or research needs of the NB Funds and/or the Managed Accounts; and (3) the
aggregate amount of brokerage commissions generated by transactions for the NB
Funds and the Managed Accounts may change substantially from one semi-annual
period to the next.

The commissions paid to a broker other than Neuberger Berman may
be higher than the amount another firm might charge if NB 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. NB
Management believes that those research services benefit the Portfolio by
supplementing the information otherwise available to NB Management. That
research may be used by NB Management in servicing Other NB Funds and, in some
cases, by Neuberger Berman in servicing the Managed Accounts. On the other hand,
research received by NB Management from brokers effecting portfolio transactions
on behalf of the Other NB Funds and by Neuberger Berman from brokers effecting
portfolio transactions on behalf of the Managed Accounts may be used for the
Portfolio's benefit.

Jennifer K. Silver and [insert name of co-manager], each of whom
is a Vice President of NB Management, are the persons primarily responsible for
making decisions as to specific action to be taken with respect to the
investment portfolio of the Portfolio. Each of them has full authority to take
action with respect to portfolio transactions and may or may not consult with
other personnel of NB Management prior to taking such action. Ms. Silver is a
Managing Director of Neuberger Berman, LLC.

Portfolio Turnover
- ------------------

The Portfolio's portfolio turnover rate is calculated by dividing
(1) the lesser of the cost of the securities purchased or the proceeds from 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

45
<PAGE>

was one year or less) by (2) the month-end average of the value of such
securities owned by the Portfolio during the fiscal year.

REPORTS TO SHAREHOLDERS

Shareholders of the Fund receive unaudited semi-annual financial
statements, as well as year-end financial statements audited by the independent
auditors for the Fund and Portfolio. The Fund's statements show the investments
owned by the Portfolio and the market values thereof and provide other
information about the Fund and its operations, including the Fund's beneficial
interest in the Portfolio.

ORGANIZATION, CAPITALIZATION AND OTHER MATTERS

The Fund
- --------

The Fund is a separate operating series of the Trust, a Delaware
business trust organized pursuant to a Trust Instrument dated as of December 23,
1992. The Trust is registered under the 1940 Act as a diversified, open-end
management investment company, commonly known as a mutual fund. The Trust has
ten separate operating series. Each series of the Trust 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.

Prior to November 9, 1998, the name of the Trust was "Neuberger &
Berman Equity Funds."

DESCRIPTION OF SHARES. The Fund is authorized to issue an
unlimited number of shares of beneficial interest (par value $0.001 per share).
Shares of the Fund represent equal proportionate interests in the assets of the
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 rights to subscribe to any additional
shares.

SHAREHOLDER MEETINGS. The trustees of the Trust do not intend to
hold annual meetings of shareholders of the Fund. The trustees will call special
meetings of shareholders of the 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 the Fund entitled to vote.

CERTAIN PROVISIONS OF TRUST INSTRUMENT. Under Delaware law, the
shareholders of the Fund will not be personally liable for the obligations of
the 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 the 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

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nevertheless held personally liable for Trust or Fund obligations, respectively.

The Portfolio
- -------------

The Portfolio is a separate operating series of Managers Trust, a
New York common law trust organized as of December 1, 1992. Managers Trust is
registered under the 1940 Act as a diversified, open-end management investment
company. Managers Trust has eight separate Portfolios. 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.

FUND'S INVESTMENTS IN THE PORTFOLIO. The Fund is a "feeder fund"
that seeks to achieve its investment objective by investing all of its net
investable assets in the 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; the Fund thus acquires an indirect interest in
those securities.

The Fund's investment in the Portfolio is in the form of a
non-transferable beneficial interest. Members of the general public may not
purchase a direct interest in the Portfolio. Series of three other investment
companies, Neuberger Berman Equity Trust ("Equity Trust"), Neuberger Berman
Equity Assets ("Equity Assets") and Neuberger Berman Equity Series ("Equity
Series"), invest all of their respective net assets in corresponding Portfolios
of Managers Trust. Equity Trust, Equity Assets and Equity Series do not sell
their shares directly to members of the general public.

The Portfolio may also permit other investment companies and/or
other institutional investors to invest in the Portfolio. All investors will
invest in the Portfolio on the same terms and conditions as the Fund and will
pay a proportionate share of the Portfolio's expenses. Other investors in the
Portfolio (including the series of Equity Trust and Equity Assets) are not
required to sell their shares at the same public offering price as the Fund,
could have a different administration fee and expenses than the Fund, and
(except Equity Trust and 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.
Information regarding any fund that invests in the Portfolio is available from
NB Management by calling 800-877-9700.

The trustees of the Trust believe that investment in the
Portfolio by a series of Equity Trust or Equity Assets or by other potential
investors in addition to the Fund may enable the Portfolio to realize economies
of scale that could reduce its operating expenses, thereby producing higher
returns and benefiting all shareholders. However, the Fund's investment in the
Portfolio may be affected by the actions of other large investors in the
Portfolio, if any. For example, if a large investor in the Portfolio (other than
the 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.

The Fund may withdraw its entire investment from the 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. The Fund might withdraw,
for example, if there were other investors in the Portfolio with power to, and

47
<PAGE>

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 portfolio 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 the Fund withdrew its investment from the Portfolio, the trustees of
the Trust would consider what actions 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. The Portfolio normally will not
hold meetings of investors except as required by the 1940 Act. Each investor in
the 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, the
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 the 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 the Portfolio, they could have voting
control of the Portfolio.

CERTAIN PROVISIONS. Each investor in the Portfolio, including the
Fund, will be liable for all obligations of the Portfolio. However, the risk of
an investor in the 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 the Portfolio, investors
would be entitled to share pro rata in the net assets of the Portfolio available
for distribution to investors.

CUSTODIAN AND TRANSFER AGENT

The Fund and Portfolio have selected State Street Bank and Trust
Company, 225 Franklin Street, Boston, MA 02110, as custodian for their
securities and cash. State Street also serves as the 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. All correspondence should be mailed to Neuberger Berman
Funds, c/o Boston Service Center, P.O. Box 8403, Boston, MA 02266-8403. In
addition, State Street serves as transfer agent for the Portfolio.

INDEPENDENT AUDITORS

The Fund and Portfolio have selected [name of independent
accountants] as the independent accountants who will audit their financial
statements.

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<PAGE>

LEGAL COUNSEL

The Fund and Portfolio have selected Kirkpatrick & Lockhart LLP,
1800 Massachusetts Avenue, N.W., 2nd Floor, Washington, D.C. 20036-1800, as
their legal counsel.

REGISTRATION STATEMENT

This SAI and the Prospectus do not contain all the information
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 Fund and Portfolio.

Statements contained in this SAI and in the Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete. In each instance where reference is made to the copy of any contract
or other document filed as an exhibit to the registration statement, each such
statement is qualified in all respects by such reference.

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<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 quality. 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.

<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 to be considered as 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.

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 (+).

A-2
<PAGE>

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.

A-3

<PAGE>

NEUBERGER BERMAN EQUITY FUNDS
POST-EFFECTIVE AMENDMENT NO. 87 ON FORM N-1A

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS.
- -------- ---------

Exhibit
Number Description
------ -----------

(a) (1) 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.

(2) Restated Certificate of Trust. Incorporated by
Reference to Post-Effective Amendment No. 82 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582, EDGAR Accession No.
00008988432-98-000840.

(3) 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.

(4) Schedule A - Current Series of Neuberger Berman Equity
Funds. Filed herewith.

(b) 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.

(c) (1) Trust Instrument of Neuberger Berman Equity Funds,
Articles IV, V, and VI. 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, Articles V,
VI, and VIII. 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.

(d) (1) (i) Management Agreement Between Equity Managers
Trust and Neuberger Berman Management Inc.
Filed herewith.

(ii) Schedule A - Series of Equity Managers Trust
Currently Subject to the Management Agreement.
Filed herewith.

(iii) Schedule B - Schedule of Compensation Under the
Management Agreement. Filed herewith.

3
<PAGE>

Exhibit
Number Description
------ -----------

(2) (i) Sub-Advisory Agreement Between Neuberger Berman
Management Inc. and Neuberger Berman, LLC 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.
Filed herewith.

(3) (i) Management Agreement Between Global Managers
Trust and Neuberger Berman Management Inc..
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.

(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.

(4) (i) Sub-Advisory Agreement Between Neuberger Berman
Management Inc. and Neuberger Berman, LLC 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.

(e) (1) Distribution Agreement Between Neuberger Berman
Equity Funds and Neuberger Berman Management Inc.
Filed herewith.

(2) Schedule A - Series of Neuberger Berman Equity Funds
Currently Subject to the Distribution Agreement.
Filed herewith.

(f) Bonus, Profit Sharing or Pension Plans. None.

(g) (1) 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.

4
<PAGE>

Exhibit
Number Description
------ -----------

(2) Schedule of Compensation under the Custodian
Contract. Incorporated by Reference to Post-Effective
Amendment No. 76 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582, EDGAR
Accession No. 0000898432-96-000525.

(h) (1) (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) 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.

(iii) Second 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. 77 to Registrant's Registration
Statement, File Nos. 2-11357 and 811-582, EDGAR
Accession No. 0000898432-97-000516.

(iv) Schedule of Compensation under the Transfer
Agency and Service Agreement. Incorporated by
Reference to Post-Effective Amendment No. 76 to
Registrant's Registration Statement, File Nos.
2-11357 and 811-582, EDGAR Accession No.
0000898432-96-000525.

(2) (i) Administration Agreement Between Neuberger
Berman Equity Funds and Neuberger Berman
Management Inc. Filed herewith.

(ii) Schedule A - Series of Neuberger Berman Equity
Funds Currently Subject to the Administration
Agreement. Filed herewith.

(iii) Schedule B - Schedule of Compensation Under the
Administration Agreement. Filed herewith.

(i) Opinion and Consent of Counsel. Filed herewith.

(j) Consent of Independent Auditors. None.

(k) Financial Statements Omitted from Prospectus. None.

(l) Letter of Investment Intent. None.

(m) Plan Pursuant to Rule 12b-1. None.

(n) Financial Data Schedule. Not Applicable.

5
<PAGE>

Exhibit
Number Description
------ -----------

(o) Plan Pursuant to Rule 18f-3. None.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

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 25. 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 ("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 Inc. ("NB 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 NB Management nor any
director, officer or employee of NB Management performing services for the
series of the Managers Trusts at the direction or request of NB Management in
connection with NB 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 NB Management against any liability to the Managers Trusts or any
series thereof or their interest holders to which NB 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 NB Management's reckless
disregard of its obligations and duties under the Agreements, or (ii) to protect
any director, officer or employee of NB 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

6
<PAGE>

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 NB Management and
Neuberger Berman, LLC ("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 NB
Management provides that NB Management will not be liable to the Registrant for
any action taken or omitted to be taken by NB Management or its employees,
agents or contractors in carrying out the provisions of the Agreement if such
action was taken or omitted in good faith and without negligence or misconduct
on the part of NB Management, or its employees, agents or contractors. Section
13 of the Administration Agreement provides that the Registrant shall indemnify
NB Management and hold it harmless from and against any and all losses, damages
and expenses, including reasonable attorneys' fees and expenses, incurred by NB
Management that result from: (i) any claim, action, suit or proceeding in
connection with NB Management's entry into or performance of the Agreement; or
(ii) any action taken or omission to act committed by NB Management in the
performance of its obligations under the Agreement; or (iii) any action of NB
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 NB
Management will not be entitled to such indemnification in respect of actions or
omissions constituting negligence or misconduct on the part of NB 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 NB 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) NB Management's failure to comply with the
terms of the Agreement; or (ii) NB Management's lack of good faith in performing
its obligations under the Agreement; or (iii) the negligence or misconduct of NB
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 NB
Management, unless such negligence or misconduct results from or is accompanied
by negligence or misconduct on the part of NB Management, any affiliated person
of NB Management, or any affiliated person of an affiliated person of NB
Management.

Section 11 of the Distribution Agreement between the Registrant and NB
Management provides that NB 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 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.

7
<PAGE>

ITEM 26. 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 NB Management and each employer 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
- ---- ------------------------------
Phillip Ambrosio Senior Vice President and Chief Financial
Senior Vice President and Officer , Neuberger Berman Inc.
Chief Financial Officer,
Neuberger Berman

Brooke A. Cobb Chief Investment Officer, Bainco
Vice President, International Investors. Senior
NB Management Vice President and Senior
Portfolio Manager, Putnam Investments.(1)

Barbara DiGiorgio, Assistant Treasurer, Neuberger
Assistant Vice Berman Advisers Management Trust;
President, Assistant Treasurer, Advisers
NB Management 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;
Assistant Treasurer, Neuberger Berman
Equity Series.

Stanley Egener Chairman of the Board and
Director, NB Trustee, Neuberger Berman
Management; Principal, Advisers Management Trust;
Neuberger Berman Chairman of the Board and
Trustee, Advisers Managers Trust;
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; Chairman of the Board and
Trustee, Neuberger Berman Equity
Series.

Theodore P. Giuliano President and Trustee, Neuberger
Vice President and Berman Income Funds; President
Director, NB Management; and Trustee, Neuberger Berman
Managing Director, Income Trust; President and
Neuberger Berman Trustee, Income Managers Trust.

8
<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------
Micheal M. Kassen Executive Vice President Chief
Executive Vice President, Investment Officer and Director,
Neuberger Berman Neuberger Berman Inc.

Jeffery B. Lane President, Chief Executive Officer and
President and Chief Director of Neuberger Berman Inc.
Executive Officer,
Neuberger Berman

Michael F. Malouf Portfolio Manager, Dresdner RCM Global
Vice President, Investors.(2)
NB Management

Robert Matza Executive Vice President, Chief
Executive Vice President and Administrative Officer and Director,
Chief Adminstrative Officer, Neuberger Berman, Inc.
Neuberger Berman

S. Basu Mullick Portfolio Manager, Ark Asset Management.(3)
Vice President,
NB Management

C. Carl Randolph Secretary and General Counsel Neuberger
Senior Vice President, Berman Inc.; Assistant Secretary, Neuberger
General Counsel and Berman Advisers Management Trust; Assistant
Secretary, Neuberger Secretary, Advisers Managers Trust;
Berman Assistant Secretary, Neuberger Berman Income
Funds; Assistant Secretary, Senior Vice
President, General Counsel and 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; Assistant Secretary,
Neuberger Berman Equity Series.

Richard Russell Treasurer, Neuberger Berman Advisers
Vice President, Management Trust; Treasurer, Advisers
NB Management Managers Trust; 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; Treasurer,
Neuberger Berman Equity Series.

Ingrid Saukaitis Project Director, Council on Economic
Assistant Vice Priorities.(4)
President,
NB Management

Heidi L. Schneider Executive Vice President and Director,
Executive Vice President, Neuberger Berman Inc.
Neuberger Berman

Benjamin E. Segal Assistant Portfolio Manager, GT Global
Assistant Vice President, Investment Management(5)/; Consultant, Bain
NB Management & Company, Inc.(6)/

Jennifer K. Silver Portfolio Manager and Director, Putnam
Vice President, NB Investments.(7)
Management, Managing Director
Neuberger Berman
- -----------------------
(1) Until 1997.
(2) Until 1998.
(3) Until 1998.
(4) Until 1997.
(5) Until 1997.
(6) Until 1997.
(7) Until 1997.

<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------
Daniel J. Sullivan Vice President, Neuberger Berman
Senior Vice President, Advisers Management Trust; Vice
NB Management President, Advisers Managers
Trust; 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; Vice President,
Neuberger Berman Equity Series.

Peter E. Sundman Executive Vice President and
President, NB Management; Director, Neuberger Berman Inc.
Executive Vice President,
Neuberger Berman

Michael J. Weiner Vice President, Neuberger Berman
Senior Vice President, Advisers Management Trust; Vice
NB Management; President, Advisers Managers
Senior Vice President, Trust; Vice President, Neuberger
Neuberger Berman 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; Vice President,
Neuberger Berman Equity Series.

Allan R. White Portfolio Manager, Salomon Asset
Vice President, NB Management.(8)
Management; Managing
Director, Neuberger Berman

Celeste Wischerth, Assistant Treasurer, Neuberger
Assistant Vice Berman Advisers Management Trust;
President, Assistant Treasurer, Advisers
NB Management 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; Assistant
Treasurer, Neuberger Berman Equity Series.
- -------------
(8) Until 1998.
10
<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------
Lawrence Zicklin Chairman of the Board, Neuberger
Director, NB Management; Berman Inc.; President and
Senior Vice President, Trustee, Neuberger Berman
Neuberger Berman Advisers Management Trust;
President and Trustee, Advisers
Managers Trust; 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; President and Trustee,
Neuberger Berman Equity Series.

The principal address of NB Management, Neuberger Berman, and of each of
the investment companies named above, is 605 Third Avenue, New York, New York
10158.

ITEM 27. PRINCIPAL UNDERWRITERS.
- -------- -----------------------

(a) NB 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 Trust
Neuberger Berman Equity Assets
Neuberger Berman Equity Series
Neuberger Berman Income Funds
Neuberger Berman Income Trust

NB 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.

POSITIONS AND
POSITIONS AND OFFICES OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
---- ---------------- ---------------

Ramesh Babu Assistant Vice None
President
Patrick T. Byrne Vice President None

Richard A. Cantor Chairman of the Board None

Valerie Chang Vice President None

Brooke A. Cobb Vice President None

Robert Conti Treasurer None

Robert W. D'Alelio Vice President None

Clara Del Villar Vice President None

Barbara DiGiorgio Assistant Vice Assistant Treasurer
President

11
<PAGE>

POSITIONS AND
POSITIONS AND OFFICES OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
---- ---------------- ---------------

Stanley Egener Director Chairman of the
Board, Chief
Executive Officer,
and Trustee

Robert S. Franklin Vice President None

Brian J. Gaffney Vice President None

Joseph G. Galli Vice President None

Robert I. Gendelman Vice President None

Theodore P. Giuliano Vice President and None
Director

Michael M. Kassen Vice President and None
Director

Robert L. Ladd Assistant Vice None
President

Irwin Lainoff Director None

Josephine Mahaney Vice President None

Michael F. Malouf Vice President None

Carmen G. Martinez Assistant Vice None
President

Ellen Metzger Secretary None

Paul Metzger Vice President None

S. Basu Mullick Vice President None

Janet W. Prindle Vice President None

Joseph S. Quirk Assistant Vice None
President
Kevin L. Risen Vice President None

Richard Russell Vice President Treasurer and
Principal
Accounting Officer

Ingrid Saukaitis Assistant Vice None
President

Benjamin Segal Assistant Vice None
President

Jennifer K. Silver Vice President None

Kent C. Simons Vice President None

Frederick B. Soule Vice President None

Daniel J. Sullivan Senior Vice President Vice President

Peter E. Sundman President None

Andrea Trachtenberg Senior Vice President None

Judith M. Vale Vice President None

Josephine Velez Assistant Vice None
President

Susan Walsh Vice President None

12
<PAGE>

POSITIONS AND
POSITIONS AND OFFICES OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
---- ---------------- ---------------

Catherine Waterworth Vice President None

Michael J. Weiner Senior Vice President Vice President and
Principal
Financial Officer

Allan R. White, III Vice President None

Celeste Wischerth Assistant Vice Assistant Treasurer
President

Lawrence Zicklin Director Trustee and
President

(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 28. 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 Declaration of Trust and By-laws, minutes of
meetings of Equity Managers Trust's Trustees and interest holders 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 29. 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 30. UNDERTAKINGS
- -------- ------------

None.

13
<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
certifies that it meets all of the requirements for effectiveness of
Post-Effective Amendment No. 87 to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City and State of New York on the
21st day of October, 1999.

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. 87 has been signed below by the following persons
in the capacities and on the date indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Faith Colish Trustee October 21, 1999
- -----------------------
Faith Colish

/s/ Stanley Egener Chairman of the Board October 21, 1999
- ----------------------- and Trustee (Chief
Stanley Egener Executive Officer)

/s/ Howard A. Mileaf Trustee October 21, 1999
- -----------------------
Howard A. Mileaf

/s/ Edward I. O'Brien Trustee October 21, 1999
- -----------------------
Edward I. O'Brien

(signatures continued on next page)

<PAGE>

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ John T. Patterson, Jr. Trustee October 21, 1999
- --------------------------
John T. Patterson, Jr.

/s/ John P. Rosenthal Trustee October 21, 1999
- --------------------------
John P. Rosenthal

/s/ Gustave H. Shubert Trustee October 21, 1999
- --------------------------
Gustave H. Shubert

/s/ Lawrence Zicklin President October 21, 1999
- -------------------------- and Trustee
Lawrence Zicklin

/S/ Michael J. Weiner Vice President October 21, 1999
- --------------------- (Principal Financial
Michael J. Weiner Officer)

/S/ Richard Russell Treasurer October 21, 1999
- -------------------------- (Principal
Richard Russell Accounting Officer)

<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, EQUITY MANAGERS TRUST certifies that it meets
all of the requirements for effectiveness of Post-Effective Amendment No. 87 to
the Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City and State of New York on the 21st day of October, 1999.

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. 87 has been signed below by the following persons
in the capacities and on the date indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Faith Colish Trustee October 21, 1999
- ------------------------
Faith Colish

/s/ Stanley Egener Chairman of the Board October 21, 1999
- ------------------------ and Trustee (Chief
Stanley Egener Executive Officer)

/s/ Howard A. Mileaf Trustee October 21, 1999
- ------------------------
Howard A. Mileaf

/s/ Edward I. O'Brien Trustee October 21, 1999
- ------------------------
Edward I. O'Brien

(signatures continued on next page)

<PAGE>

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ John T. Patterson, Jr. Trustee October 21, 1999
- ------------------------
John T. Patterson, Jr.

/S/ John P. Rosenthal Trustee October 21, 1999
- ------------------------
John P. Rosenthal

/s/ Cornelius T. Ryan Trustee October 21, 1999
- ------------------------
Cornelius T. Ryan

/s/ Gustave H. Shubert Trustee October 21, 1999
- ------------------------
Gustave H. Shubert

/s/ Lawrence Zicklin President and Trustee October 21, 1999
- ------------------------
Lawrence Zicklin

/s/ Michael J. Weiner Vice President October 21, 1999
- ------------------------ (Principal Financial
Michael J. Weiner Officer)

/s/ Richard Russell Treasurer (Principal October 21, 1999
- ------------------------ Accounting Officer)
Richard Russell

<PAGE>

NEUBERGER BERMAN EQUITY FUNDS
POST-EFFECTIVE AMENDMENT NO. 87 ON FORM N-1A
INDEX TO EXHIBITS

Exhibit
Number Description
------ -----------

(4) Schedule A - Current Series of Neuberger Berman Equity
Funds. Filed herewith.

(d) (1) (i) Management Agreement Between Equity Managers
Trust and Neuberger Berman Management Inc.
Filed herewith.

(ii) Schedule A - Series of Equity Managers Trust
Currently Subject to the Management Agreement.
Filed herewith.

(iii) Schedule B - Schedule of Compensation Under the
Management Agreement. Filed herewith.

<PAGE>

Exhibit
Number Description
------ -----------

(ii) Schedule A - Series of Equity Managers Trust
Currently Subject to the Sub-Advisory Agreement.
Filed herewith.

(e) (1) Distribution Agreement Between Neuberger Berman
Equity Funds and Neuberger Berman Management Inc.
Filed herewith.

(2) Schedule A - Series of Neuberger Berman Equity Funds
Currently Subject to the Distribution Agreement.
Filed herewith.

(f) Bonus, Profit Sharing or Pension Plans. None.

<PAGE>

(2) (i) Administration Agreement Between Neuberger
Berman Equity Funds and Neuberger Berman
Management Inc. Filed herewith.

(ii) Schedule A - Series of Neuberger Berman Equity
Funds Currently Subject to the Administration
Agreement. Filed herewith.

(iii) Schedule B - Schedule of Compensation Under the
Administration Agreement. Filed herewith.

(i) Opinion and Consent of Counsel. Filed herewith.

(j) Consent of Independent Auditors. None.

(k) Financial Statements Omitted from Prospectus. None.

(l) Letter of Investment Intent. None.

(m) Plan Pursuant to Rule 12b-1. None.

(n) Financial Data Schedule. Not Applicable.

(o) Plan Pursuant to Rule 18f-3. None.

NEUBERGER BERMAN EQUITY FUNDS
DECLARATION OF TRUST
SCHEDULE A

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

Neuberger Berman Millennium Fund

Neuberger Berman Regency Fund

Neuberger Berman Century Fund

DATED: October 25, 1999

MANAGEMENT AGREEMENT

This Agreement is made as of August 2, 1993, between Equity Managers
Trust, a New York common law trust "Managers Trust", and Neuberger Berman
Management Inc., a New York corporation ("Manager"), and is amended as of
January 1, 1999.

W I T N E S S E T H:
-------------------

WHEREAS, Managers Trust is registered under the Investment Company
Act of 1940, as amended ("1940 Act"), as an open-end, diversified management
investment company and has established several separate series of shares
("Series"), with each Series having its own assets and investment policies; and

WHEREAS, Managers Trust desires to retain the Manager as investment
adviser to furnish investment advisory and portfolio management services to each
Series listed in Schedule A attached hereto, to such other Series of Managers
Trust hereinafter established as agreed to from time to time by the parties,
evidenced by an addendum to Schedule A (hereinafter "Series" shall refer to each
Series which is subject to this Agreement and all agreements and actions
described herein to be made or taken by Managers Trust on behalf of the Series),
and the Manager is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:

1. SERVICES OF THE MANAGER.

1.1 INVESTMENT MANAGEMENT SERVICES. The Manager shall act as the
investment adviser to the Series and, as such, shall (1) obtain and evaluate
such information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in discharging its

<PAGE>

responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Series in a manner consistent with its
investment objectives, policies and restrictions, and (iii) determine from time
to time securities to be purchased, sold, retained or lent by the Series, and
implement those decisions, including the selection of entities with or through
which such purchases, sales or loans are to be effected; provided, that the
Manager will place orders pursuant to its investment determinations either
directly with the issuer or with a broker or dealer, and if with a broker or
dealer, (a) will attempt to obtain the best net price and most favorable
execution of its orders, and (b) may nevertheless in its discretion purchase and
sell portfolio securities from and to brokers and dealers who provide the
Manager with research, analysis, advice and similar services and pay such
brokers and dealers in return a higher commission or spread than may be charged
by other brokers or dealers.

The Series hereby authorizes any entity or person associated
with the Manager which is a member of a national securities exchange to effect
any transaction on the exchange for the account of the Series which is permitted
by Section 11(a) of the Securities Exchange Act of and Rule 11a2-2(T)
thereunder, and the Series hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a-2(T)(a)(iv).

The Manager shall carry out its duties with respect to the
Series's investments in accordance with applicable law and the investment
objectives, policies and restrictions of the Series adopted by the trustees of
Managers Trust ("Trustees"), and subject to such further limitations as the
Series may from time to time impose by written notice to the Manager.

1.2 ADMINISTRATIVE SERVICES. The Manager shall supervise the
Series's business and affairs and shall provide such services required for
effective administration of the Series as are not provided by employees or other
agents engaged by the Series; provided, that the Manager shall not have any
obligation to provide under this Agreement any direct or indirect services to
the holders of interests in the Series ("Interestholders"), any services related

-2-
<PAGE>

to the sale of interests in the Series, or any other services which are the
subject of a separate agreement or arrangement between the Series and the
Manager. Subject to the foregoing, in providing administrative services
hereunder, the Manager shall:

1.2.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without
cost to the Series, or pay the cost of, such office space, office equipment and
office facilities as are adequate for the Series's needs.

1.2.2 PERSONNEL. Provide, without remuneration from or other
cost to Managers Trust or the Series, the services of individuals competent to
per-form all of the Series's executive, administrative and clerical functions
which are not performed by employees or other agents engaged by the Series or by
the Manager acting in some other capacity pursuant to a separate agreement or
arrangement with the Series.

1.2.3 AGENTS. Assist the Series in selecting and coordinating
the activities of the other agents engaged by the Series, including the Series's
custodian, independent auditors and legal counsel.

1.2.4 TRUSTEES AND OFFICERS. Authorize and permit the
Manager's directors, officers and employees who may be elected or appointed as
trustees or officers of Managers Trust to serve in such capacities, without
remuneration from or other cost to Managers Trust or the Series.

1.2.5 BOOKS AND RECORDS. Assure that all financial, accounting
and other records required to be maintained and preserved by Managers Trust
and/or the Series are maintained and preserved by it or on its behalf in
accordance with applicable laws and regulations.

1.2.6 REPORTS AND FILINGS. Assist in the preparation of (but
not pay for) all periodic reports by Managers Trust or the Series to
Interestholders of the Series and all reports and filings required to maintain

-3-
<PAGE>

the registration and qualification of the Series, or to meet other regulatory or
tax requirements applicable to the Series, under federal and state securities
and tax laws.

1.3 The Manager can use any of the officers and employees of
Neuberger Berman, LLC to provide any of the non-investment advisory services
described herein.

2. EXPENSES OF THE SERIES.

2.1 EXPENSES TO BE PAID BY THE MANAGER. The Manager shall pay all
salaries, expenses and fees of the officers, trustees and employees of the
Managers Trust who are officers, directors or employees of the Manager.

In the event that the Manager pays or assumes any expenses of
Managers Trust or a Series not required to be paid or assumed by the Manager
under this Agreement, the Manager shall not be obligated hereby to pay or assume
the same or any similar expense in the future; provided, that nothing herein
contained shall be deemed to relieve the Manager of any obligation to Managers
Trust or to a Series under any separate agreement or arrangement between the
parties.

2.2 EXPENSES TO BE PAID BY THE SERIES. Each Series shall bear a
expenses of its operation, except those specifically allocated to the Manager
under this Agreement or under any separate agreement between a Series and the
Manager. Expenses to be borne by a Series shall include both expenses directly
attributable to the operation of the Series and the placement of interests
therein, as well as the portion of any expenses of Managers Trust that is
properly allocable to the Series in a manner approved by the trustees of
Managers Trust. Subject to any separate agreement or arrangement between
Managers Trust or a Series and the Manager, the expenses hereby allocated to
each Series, and not to the Manager, include, but are not limited to:

2.2.1 CUSTODY. All charges of depositories, custodians, and other
agents for the transfer, receipt, safekeeping, and servicing of its cash,
securities, and other property.

-4-
<PAGE>

2.2.2 INTERESTHOLDER SERVICING. All expenses of maintaining and
servicing Interestholder accounts, including but not limited to the charges of
any Interestholder servicing agent, dividend disbursing agent or other agent
engaged by a Series to service Interestholder accounts.

2.2.3 INTERESTHOLDER REPORTS. All expenses of preparing, setting in
type, printing and distributing reports and other communications to
Interestholders of a Series.

2.2.4 PRICING AND PORTFOLIO VALUATION. All expenses of computing a
Series's net asset value per share, including any equipment or services obtained
for the purpose of pricITIC7 shares or valuing the Series's investment
portfolio.

2.2.5 COMMUNICATIONS. All charges for equipment or services used for
communications between the Manager or the Series and any custodian,
Interestholder servicing agent, portfolio accounting services agent, or other
agent engaged by a Series.

2.2.6 LEGAL AND ACCOUNTING FEES. All charges for services and
expenses of a Series's legal counsel and independent auditors.

2.2.7 TRUSTEES' FEES AND EXPENSES. With respect to each Series, all
compensation of Trustees other than those affiliated with the Manager, all
expenses incurred in connection with such unaffiliated Trustees' services as
Trustees, and all other expenses of meetings of the Trustees or committees
thereof.

2.2.8 INTERESTHOLDER MEETINGS. All expenses incidental to holding
meetings of Interestholders, including the printing of notices and proxy
materials, and proxy solicitation therefor.

2.2.9 BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or regulation or deemed advisable by

-5-
<PAGE>

the Trustees, including, without limitation, such bond, liability and other
insurance expense that may from time to time be allocated to the Series in a
manner approved by the Trustees.

2.2.10 BROKERAGE COMMISSIONS. All brokers' commissions and other
charges incident to the purchase, sale or lending of a Series's portfolio
securities.

2.2.11 TAXES. All taxes or governmental fees payable by or with
respect to a Series to federal, state or other governmental agencies, domestic
or foreign, including stamp or other transfer taxes.

2.2.12 TRADE ASSOCIATION FEES. All fees, dues and other expenses
incurred in connection with a Series's membership in any trade association or
other investment organization.

2.2.13 NONRECURRING AND EXTRAORDINARILY EXPENSES. Such nonrecurring
and extraordinary expenses as may arise, including the costs of actions, suits,
or proceedings to which the Series is a party and the expenses a Series may
incur as a result of its legal obligation to provide indemnification to Managers
Trust's officers, Trustees and agents.

2.2.14 ORGANIZATIONAL EXPENSES. Any and all organizational expenses
of a Series paid by the Manager shall be reimbursed by such Series at such time
or times agreed by such Series and the Manager.

3. ADVISORY FEE.

3.1 FEE. As compensation for all services rendered, facilities
provided and expenses paid or assumed by the Manager under this Agreement, each
Series shall pay the Manager an annual fee as set out in Schedule B to this
Agreement.

3.2 COMPUTATION AND PAYMENT OF FEE. The advisory fee shall accrue
on each calendar day, and shall be payable monthly on the first business day of

-6-
<PAGE>

the next succeeding calendar month. The daily fee accruals shall be computed by
multiplying the fraction of one divided by the number of days in the calendar
year by the applicable annual advisory fee rate (as set forth in Schedule B
hereto), and multiplying this product by the net assets of the Series,
determined in the manner established by the Trustees, as of the close of
business on the last preceding business day on which the Series's net asset
value was determined.

3.3 STATE EXPENSE LIMITATION. If in any fiscal year the
operating expenses of any Interestholder in a Series plus such Interestholder's
pro rata portion of the Series' operating expenses in such fiscal year
("Aggregate Operating Expenses", which includes any fees or expense
reimbursements payable to the Manager pursuant to this Agreement and any
compensation payable to the Manager pursuant to (1) the Administration Agreement
between such Interestholder and the Manager or (ii) any other Agreement or
arrangement with Managers Trust with respect to that Interestholder, but
excludes interest, taxes, brokerage commissions, litigation and indemnification
expenses, and other extraordinary expenses not incurred in the ordinary course
of business) exceed the lowest applicable percentage expense limitation imposed
under the securities law and regulations of any state in which such
Interestholder's shares are qualified for sale (the "State Expense Limitation"),
then the Manager shall pay such Interestholder the amount of such excess, less
the amount of any reduction of the administration fee referred to below;
provided, that the Manager shall have no obligation hereunder to pay such
Interestholder for any such expenses which exceed the pro rata portion of such
advisory fee attributable to such Interestholder's interest in that Series.

No payment shall be made to such Interestholder hereunder
unless and until the administration fee payable by such Interestholder under a
similar State Expense Limitation of its Administration Agreement with the
Manager has been reduced to zero. Any payment to an interestholder hereunder
shall be made monthly, by annualizing the Aggregate Operating Expenses for each
month as of the last day of such month. An adjustment shall be made on or before
the last day of the first month of the next succeeding fiscal year if Aggregate
Operating Expenses for such fiscal year do not exceed the State Expense
Limitation or if for such fiscal year there is no applicable State Expense
Limitation.

-7-
<PAGE>

4. OWNERSHIP OF RECORDS.

All records required to be maintained and preserved by the
Series pursuant to the provisions or rules or regulations of the Securities and
Exchange Commission under Section 3 1 (a) of the 1940 Act and maintained and
preserved by the Manager on behalf of the Series are the property of the Series
and shall be surrendered by the Manager promptly on request by the Series;
provided, that the Manager may at its own expense make and retain copies of any
such records.

5. REPORTS TO MANAGER.

The Series shall furnish or otherwise make available to the
Manager such copies of that Series's financial statements, proxy statements,
reports, and other information relating to its business and affairs as the
Manager may, at any time or from time to time, reasonably require in order to
discharge its obligations under this Agreement.

6. REPORTS TO THE SERIES.

The Manager shall prepare and furnish to the Series such
reports, statistical data and other information in such for-in and at such
intervals as the Series may reasonably request.

7. RETENTION OF SUB-ADVISER.

Subject to a Series obtaining the initial and periodic approvals
required under Section 15 of the 1940 Act, the Manager may retain a sub-adviser,
at the Manager's own cost and expense, for the purpose of making investment
recommendations and research information available to the Manager. Retention of
a sub-adviser shall in no way reduce the responsibilities or obligations of the

-8-
<PAGE>

Manager under this Agreement and the Manager shall be responsible to Managers
Trust and the Series for all acts or omissions of the sub-adviser in connection
with the performance of the Manager's duties hereunder.

8. SERVICES TO OTHER CLIENTS.

Nothing herein contained shall limit the freedom of the Manager or
any affiliated person of the Manager to render investment management and
administrative services to other investment companies, to act as investment
adviser or investment counselor to other persons, firms or corporations, or to
engage in other business activities.

9. LIMITATION OF LIABILITY OF MANAGER AND ITS PERSONNEL.

Neither the Manager nor any director, officer or employee of the
Manager performing services for the Series at the direction or request of the
Manager in connection with the Manager's discharge of its obligations hereunder
shall be liable for any error of judgment or mistake of law or for any loss
suffered by a Series in connection with any matter to which this Agreement
relates; provided, that nothing herein contained shall be construed (i) to
protect the Manager against any liability to Managers Trust or a Series or its
Interestholders to which the Manager would otherwise be subject by reason of the
Manager's misfeasance, bad faith, or gross negligence in the performance of the
Manager's duties, or by reason of the Manager's reckless disregard of its
obligations and duties under this Agreement, or (ii) to protect any director,
officer or employee of the Manager who is or was a Trustee or officer of
Managers Trust against any liability to Managers Trust or a Series or its
Interestholders to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office with Managers Trust.

-9-
<PAGE>

10. NO LIABILITY OF OTHER SERIES.

This Agreement is made by each Series pursuant to authority granted
by the Trustees, and the obligations created hereby are not binding on any of
the Trustees or Interestholders of the Series individually, but bind only the
property of that Series and no other.

11. EFFECT OF AGREEMENT.

Nothing herein contained shall be deemed to require the Series to
take any action contrary to the Declaration of Trust or By-Laws of Managers
Trust, any actions of the Trustees binding upon the Series, or any applicable
law, regulation or order to which the Series is subject or by which it is bound,
or to relieve or deprive the Trustees of their responsibility for and control of
the conduct of the business and affairs of the Series or Managers Trust.

12. TERM OF AGREEMENT.

The term of this Agreement shall begin on the date first above
written with respect to each Series listed in Schedule A on the date hereof and,
unless sooner terminated as hereinafter provided, this Agreement shall remain in
effect through August 2, 1995. With respect to each Series added by execution of
an Addendum to Schedule A, the term of this Agreement shall begin on the date of
such execution and, unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect to the date two years after such execution.
Thereafter, in each case, this Agreement shall continue in effect with respect
to each Series from year to year, subject to the termination provisions and all
other terms and conditions hereof, provided, such continuance with respect to a
Series is approved at least annually by vote of the holders of a majority of the
outstanding voting securities of the Series or by the Trustees, provided, that
in either event such continuance is also approved annually by the vote, cast in
person at a meeting called for the purpose of voting on such approval, of a

-10-
<PAGE>

majority of the Trustees who are not parties to this Agreement or interested
persons of either party hereto; and provided further that the Manager shall not
have notified a Series in writing at least sixty (60) days prior to the first
expiration date hereof or at least sixty (60) days prior to any expiration date
hereof of any year thereafter that it does not desire such continuation. The
Manager shall furnish to Managers Trust and the Series, promptly upon their
request, such information as may reasonably be necessary to evaluate the terms
of this Agreement or any extension, renewal or amendment thereof.

13. AMENDMENT OR ASSIGNMENT OF AGREEMENT.

Any amendment to this Agreement shall be in writing signed by the
parties hereto; provided, that no such amendment shall be effective unless
authorized on behalf of any Series (i) by resolution of the Trustees, including
the vote or written consent of a majority of the Trustees who are not parties to
this Agreement or interested persons of either party hereto, and (ii) by vote of
a majority of the outstanding voting securities of the Series. This Agreement
shall terminate automatically and immediately in the event of its assignment.

14. TERMINATION OF AGREEMENT.

This Agreement may be terminated at any time by either party hereto,
without the payment of any penalty, upon sixty (60) days' prior written notice
to the other party; provided, that in the case of termination by any Series,
such action shall have been authorized (i) by resolution of the Trustees,
including the vote or written consent of a majority of Trustees who are not
parties to this Agreement or interested persons' of either party hereto, or (ii)
by vote of a majority of the outstanding voting securities of the Series.

15. NAME OF THE SERIES.

Each Series hereby agrees that if the Manager shall at any time for
any reason cease to serve as investment adviser to a Series, the Series shall,
if and when requested by the Manager, eliminate from the Series's name the name
"Neuberger Berman" and thereafter refrain from using the name "Neuberger Berman"

-11-
<PAGE>

or the initials "NB" in connection with its business or activities, and the
foregoing agreement of a Series shall survive any termination of this Agreement
and any extension or renewal thereof.

16. INTERPRETATION AND DEFINITION OF TERMS.

Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretation thereof, if any, by the United States courts or,
in the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission validly issued
pursuant to the 1940Act. Specifically, the terms "vote of a majority of the
outstanding voting securities," interested persons," "assignment" and
"affiliated person," as used in this Agreement shall have the meanings assigned
to them by Section 2(a) of the 1940 Act. In addition, when the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement is
modified, interpreted or relaxed by a rule, regulation or order of the
Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.

17. CHOICE OF LAW

This Agreement is made and to be principally performed in the State
of New York and except insofar as the 1940 Act or other federal laws and
regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of New
York.

18. CAPTIONS.

The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

-12-
<PAGE>

19. EXECUTION IN COUNTERPARTS.

This Agreement may be executed simultaneously in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

-13-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.

NEUBERGER BERMAN EQUITY FUNDS

By: /s/ Daniel J. Sullivan
--------------------------------
Daniel J. Sullivan

Title: Vice President
-----------------------------

NEUBERGER BERMAN MANAGEMENT INC.

By: /s/ Michael J. Weiner
--------------------------------
Michael J. Weiner

Title: Senior Vice President
-----------------------------

Attest:

/s/ Ellen Metzer
- -----------------------
Ellen Metzer
Secretary

-14-

EQUITY MANAGERS TRUST
MANAGEMENT AGREEMENT

SCHEDULE A

The Series of Equity Managers Trust currently subject to this
Agreement are as follows:

Neuberger Berman Focus Portfolio

Neuberger Berman Genesis Portfolio

Neuberger Berman Guardian Portfolio

Neuberger Berman Manhattan Portfolio

Neuberger Berman Partners Portfolio

Neuberger Berman Socially Responsive Portfolio

Neuberger Berman Millennium Portfolio

Neuberger Berman Regency Portfolio

Neuberger Berman Century Portfolio

DATED: October 25, 1999

EQUITY MANAGERS TRUST
MANAGEMENT AGREEMENT

SCHEDULE B

Compensation pursuant to Paragraph 3 of the Equity Managers Trust Management
Agreement shall be calculated in accordance with the following schedules:

NEUBERGER BERMAN GUARDIAN PORTFOLIO
NEUBERGER BERMAN MANHATTAN PORTFOLIO
NEUBERGER BERMAN PARTNERS PORTFOLIO
NEUBERGER BERMAN FOCUS PORTFOLIO
NEUBERGER BERMAN SOCIALLY RESPONSIVE PORTFOLIO
NEUBERGER BERMAN REGENCY PORTFOLIO
NEUBERGER BERMAN CENTURY PORTFOLIO

0.55% on the first $250 million of average daily net assets
0.525% on the next $250 million of average daily net assets
0.50% on the next $250 million of average daily net assets
0.475% on the next $250 million of average daily net assets
0.45% on the next $500 million of average daily net assets
0.425% on average daily net assets in excess of $1 billion

NEUBERGER BERMAN GENESIS PORTFOLIO
NEUBERGER BERMAN MILLENNIUM PORTFOLIO

0.85% on the first $250 million of average daily net assets
0.80% on the next $250 million of average daily net assets
0.75% on the next $250 million of average daily net assets
0.70% on the next $250 million of average daily net assets
0.65% on average daily net assets in excess of $1 billion

October 25, 1999

NEUBERGER BERMAN MANAGEMENT INC.
SUB-ADVISORY AGREEMENT

SCHEDULE A

The Series of Equity Managers Trust currently subject to this Agreement
are as follows:

Neuberger Berman Focus Portfolio

Neuberger Berman Genesis Portfolio

Neuberger Berman Guardian Portfolio

Neuberger Berman Manhattan Portfolio

Neuberger Berman Partners Portfolio

Neuberger Berman Socially Responsive
Portfolio

Neuberger Berman Millennium Portfolio

Neuberger Berman Regency Portfolio

Neuberger Berman Century Portfolio

DATED: October 25, 1999

DISTRIBUTION AGREEMENT

This Agreement is made as of August 2, 1993, between Neuberger
Berman Equity Funds, a Delaware business trust ("Trust"), and Neuberger Berman
Management Inc., a New York corporation (the "Distributor"), and is amended as
of May 1, 1995, August 2, 1997 and January 1, 1999.

WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management investment
company and has established several separate series of shares ("Series"), with
each Series having its own assets and investment policies; and

WHEREAS, the Trust desires to retain the Distributor to furnish
distribution services to each Series listed in Schedule A attached hereto, and
to such other Series of the Trust hereinafter established as agreed to from time
to time by the parties, evidenced by an addendum to Schedule A (hereinafter
"Series" shall refer to each Series which is subject to this Agreement and all
agreements and actions described herein to be made or taken by a Series shall be
made or taken by the Trust on behalf of the Series), and the Distributor is
willing to furnish such services,

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:

1. The Trust hereby appoints the Distributor as agent to sell the
shares of beneficial interest of each Series (the "Shares") and the Distributor
hereby accepts such appointment. All sales by the Distributor shall be expressly
subject to acceptance by the Trust, acting on behalf of the Series. The Trust
may suspend sales of the Shares of any one or more Series at any time, and may
resume sales at any later time.

2. (a) The Distributor agrees that (i) all Shares sold by the
Distributor shall be sold at the net asset value ("NAV") thereof as described in

<PAGE>

Section 3 hereof, and (ii) the Series shall receive 100% of such NAV.

(b) The Distributor may enter into agreements, in form and
substance satisfactory to the Trust, with dealers selected by the Distributor,
providing for the sale to such dealers and resale by such dealers of Shares at
their NAV.

(c) The Distributor can use any of the officers and employees of
Neuberger Berman, LLC to provide any of the services or reports required under
this agreement.

3. The Trust agrees to supply to the Distributor, promptly after the
time or times at which NAV is determined, on each day on which the New York
Stock Exchange is open for unrestricted trading and on such other days as the
Board of Trustees of the Trust ("Trustees") may from time to time determine
(each such day being hereinafter called a "business day"), a statement of the
NAV of each Series having been determined in the manner set forth in the
then-current Prospectus and Statement of Additional Information ("SAI") of each
Series. Each determination of NAV shall take effect as of such time or times on
each business day as set forth in the then-current Prospectus of each Series.

4. Upon receipt by the Trust at its principal place of business of a
written order from the Distributor, together with delivery instructions, the
Trust shall, if it elects to accept such order, as promptly as practicable,
cause the Shares purchased by such order to be delivered in such amounts and in
such names as the Distributor shall specify, against payment therefor in such
manner as may be acceptable to the Trust. The Trust may, in its discretion,
refuse to accept any order for the purchase of Shares that the Distributor may
tender to it.

5. (a) All sales literature and advertisements used by the
Distributor in connection with sales of Shares shall be subject to approval by
the Trust. The Trust authorizes the Distributor, in connection with the sale or
arranging for the sale of Shares of any Series, to provide only such information
and to make only such statements or representations as are contained in the

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<PAGE>

Series' then-current Prospectus and SAI or in such financial and other
statements furnished to the Distributor pursuant to the next paragraph or as may
properly be included in sales literature or advertisements in accordance with
the provisions of the Securities Act of 1933 (the "1933 Act"), the 1940 Act and
applicable rules of self-regulatory organizations. Neither the Trust nor any
Series shall be responsible in any way for any information provided or
statements or representations made by the Distributor or its representatives or
agents other than the information, statements and representations described in
the preceding sentence.

(b) Each Series shall keep the Distributor fully informed with
regard to its affairs, shall furnish the Distributor with a certified copy of
all of its financial statements and a signed copy of each report prepared for it
by its independent auditors, and shall cooperate fully in the efforts of the
Distributor to negotiate and sell Shares of such Series and in the Distributor's
performance of all its duties under this Agreement.

6. The Distributor, as agent of each Series and for the account and
risk of each Series, is authorized, subject to the direction of the Trust, to
redeem outstanding Shares of such Series when properly tendered by shareholders
pursuant to the redemption right granted to such Series' shareholders by the
Trust Instrument of the Trust, as from time to time in effect, at a redemption
price equal to the NAV per Share of such Series next determined after proper
tender and acceptance. The Trust has delivered to the Distributor a copy of the
Trust's Trust Instrument as currently in effect and agrees to deliver to the
Distributor any amendments thereto promptly upon filing thereof with the Office
of the Secretary of State of the State of Delaware.

7. The Distributor shall assume and pay or reimburse each Series for
the following expenses of such Series: (i) costs of printing and distributing
reports, prospectuses and SAIs for other than existing shareholders used in
connection with the sale or offering of the Series' Shares; (ii) costs of
preparing, printing and distributing all advertising and sales literature
relating to such Series printed at the instruction of the Distributor; and (iii)
counsel fees and expenses in connection with the foregoing. The Distributor
shall pay all its own costs and expenses connected with the sale of Shares.

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<PAGE>

8. Each Series shall maintain a currently effective Registration
Statement on Form N-1A with respect to such Series and shall file with the
Securities and Exchange Commission (the "SEC") such reports and other documents
as may be required under the 1933 Act and the 1940 Act or by the rules and
regulations of the SEC thereunder.

Each Series represents and warrants that the Registration
Statement, post-effective amendments, Prospectus and SAI (excluding statements
relating to the Distributor and the services it provides that are based upon
written information furnished by the Distributor expressly for inclusion
therein) of such Series shall not contain any untrue statement of material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and that all statements or
information furnished to the Distributor, pursuant to Section 5(b) hereof, shall
be true and correct in all material respects.

9. (a) This Agreement, as amended, shall become effective on January
1, 1999 and shall remain in full force and effect until January 1, 2000 and may
be continued from year to year thereafter; PROVIDED, that such continuance shall
be specifically approved each year by the Trustees or by a majority of the
outstanding voting securities of the Series, and in either case, also by a
majority of the Trustees who are not interested persons of the Trust or the
Distributor ("Disinterested Trustees"). This Agreement may be amended as to any
Series with the approval of the Trustees or of a majority of the outstanding
voting securities of such Series; PROVIDED, that in either case, such amendment
also shall be approved by a majority of the Disinterested Trustees.

(b) Either party may terminate this Agreement without the
payment of any penalty, upon not more than sixty days' nor less than thirty
days' written notice delivered personally or mailed by registered mail, postage
prepaid, to the other party; PROVIDED, that in the case of termination by any
Series, such action shall have been authorized (i) by resolution of the
Trustees, or (ii) by vote of a majority of the outstanding voting securities of
such Series, or (iii) by written consent of a majority of the Disinterested
Trustees.

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<PAGE>

assigned by the Distributor.

(d) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations or orders of the SEC validly issued pursuant to the 1940
Act. Specifically, the terms "interested persons," "assignment" and "vote of a
majority of the outstanding voting securities," as used in this Agreement, shall
have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition,
when the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is modified, interpreted or relaxed by a rule, regulation or
order of the SEC, whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or order. The
Trust and the Distributor may from time to time agree on such provisions
interpreting or clarifying the provisions of this Agreement as, in their joint
opinion, are consistent with the general tenor of this Agreement and with the
specific provisions of this Section 9(d). Any such interpretations or
clarifications shall be in writing signed by the parties and annexed hereto, but
no such interpretation or clarification shall be effective if in contravention
of any applicable federal or state law or regulations, and no such
interpretation or clarification shall be deemed to be an amendment of this
Agreement.

No term or provision of this Agreement shall be
construed to require the Distributor to provide distribution services to any
series of the Trust other than the Series, or to require any Series to pay any
compensation or expenses that are properly allocable, in a manner approved by
the Trustees, to a series of the Trust other than such Series.

(e) This Agreement is made and to be principally performed in
the State of New York, and except insofar as the 1940 Act or other federal laws
and regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of New
York.

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<PAGE>

(f) This Agreement is made by the Trust solely with respect to
the Series, and the obligations created hereby with respect to one Series bind
only assets belonging to that Series and are not binding on any other series of
the Trust.

10. The Distributor or one of its affiliates may from time to time
deem it desirable to offer to the list of shareholders of each Series the shares
of other mutual funds for which it acts as Distributor, including other series
of the Trust or other products or services; however, any such use of the list of
shareholders of any Series shall be made subject to such terms and conditions,
if any, as shall be approved by a majority of the Disinterested Trustees.

11. The Distributor shall look only to the assets of a Series for
the performance of this Agreement by the Trust on behalf of such Series, and
neither the shareholders, the Trustees nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be duly executed by their duly authorized officers and under their respective
seals.

NEUBERGER BERMAN EQUITY FUNDS

By: /s/ Daniel J. Sullivan
--------------------------------
Daniel J. Sullivan

Title: Vice President
-----------------------------

NEUBERGER BERMAN MANAGEMENT INC.

By: /s/ Michael J. Weiner
--------------------------------
Michael J. Weiner

Title: Senior Vice President
-----------------------------

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NEUBERGER BERMAN EQUITY FUNDS
DISTRIBUTION AGREEMENT

SCHEDULE A

The Series of Neuberger Equity Funds currently subject to this Agreement
are as follows:

Date Made A Party
SERIES TO AGREEMENT
------ ------------

Neuberger Berman Focus Fund August 2, 1993

Neuberger Berman Genesis Fund August 2, 1993

Neuberger Berman Guardian Fund August 2, 1993

Neuberger Berman International Fund November 1, 1995

Neuberger Berman Manhattan Fund August 2, 1993

Neuberger Berman Partners Fund August 2, 1993

Neuberger Berman Socially Responsive Fund March 16, 1994

Neuberger Berman Millennium Fund October 19, 1998

Neuberger Berman Regency Fund April 30, 1999

Neuberger Berman Century Fund October 25, 1999

ADMINISTRATION AGREEMENT

This Agreement is made as of August 2, 1993, between Neuberger
Berman Equity Funds, a Delaware business trust ("Trust"), and Neuberger Berman
Management Inc., a New York corporation ("Administrator"), and is amended as of
May 1, 1995, August 2, 1997, and January 1, 1999.

WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services and certain shareholder and shareholder-related services
not generally available from banks and other institutions that act as servicing
agents for investment companies ("institutional servicing agents") to each
Series listed in Schedule A attached hereto, and to such other Series of the
Trust hereinafter established as agreed to from time to time by the parties,
evidenced by an addendum to Schedule A (hereinafter "Series" shall refer to each
Series which is subject to this Agreement and all agreements and actions
described herein to be made or taken by a Series shall be made or taken by the
Trust on behalf of the Series), and the Administrator is willing to furnish such
services;

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:

1. SERVICES OF THE ADMINISTRATOR.
-----------------------------

1.1 ADMINISTRATIVE SERVICES. The Administrator shall supervise
each Series's business and affairs and shall provide such services required for
effective administration of such Series as are not provided by employees or
other agents engaged by such Series; PROVIDED, that the Administrator shall not

<PAGE>

have any obligation to provide under this Agreement any direct or indirect
services to a Series's shareholders except those described in this Agreement,
any services related to the distribution of a Series's shares, or any other
services that are the subject of a separate agreement or arrangement between a
Series and the Administrator. The Administrator can use any of the officers and
employees of Neuberger Berman, LLC to provide any of the services or reports
required under this agreement. Subject to the foregoing, in providing
administrative services hereunder, the Administrator shall:

1.1.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without
cost to each Series, or pay the cost of, such office space, office equipment and
office facilities as are adequate for the Series's needs.

1.1.2 PERSONNEL. Provide, without remuneration from or other
cost to each Series, the services of individuals competent to perform all of the
Series's executive, administrative and clerical functions that are not performed
by employees or other agents engaged by the Series or by the Administrator
acting in some other capacity pursuant to a separate agreement or arrangement
with the Series.

1.1.3 AGENTS. Assist each Series in selecting and coordinating
the activities of the other agents engaged by the Series, including the Series's
shareholder servicing agent, custodian, independent auditors and legal counsel.

1.1.4 TRUSTEES AND OFFICERS. Authorize and permit the
Administrator's directors, officers or employees who may be elected or appointed
as trustees or officers of the Trust to serve in such capacities, without
remuneration from or other cost to the Trust or any Series.

1.1.5 BOOKS AND RECORDS. Assure that all financial, accounting
and other records required to be maintained and preserved by each Series are
maintained and preserved by it or on its behalf in accordance with applicable
laws and regulations.

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<PAGE>

1.1.6 REPORTS AND FILINGS. Assist in the preparation of (but
not pay for) all periodic reports by each Series to shareholders of such Series
and all reports and filings required to maintain the registration and
qualification of the Series and the Series's shares, or to meet other regulatory
or tax requirements applicable to the Series, under federal and state securities
and tax laws.

1.2 SHAREHOLDER AND RELATED SERVICES. The Administrator
shall provide such of the following services as are required by any Series
or its shareholders:

1.2.1 Direct shareholder services, consisting of:

(a) Processing Series share purchase and redemption
requests transmitted or delivered to the office of the Administrator;

(b) Coordinating and implementing bank-to-bank wire
transfers in connection with Series share purchases and redemptions;

(c) Executing exchange orders involving concurrent
purchases and redemptions of shares of a Series and shares of other Series or
of other investment companies or series thereof;

(d) Responding to telephonic and in-person
inquiries from existing shareholders or their representatives requesting
information regarding matters such as shareholder account or transaction status,
net asset value ("NAV") of Series shares, and Series performance, Series
services, plans and options, Series investment policies, Series portfolio
holdings, and Series distributions and classification thereof for tax purposes;

(e) Dealing with shareholder complaints and
correspondence directed to or brought to the attention of the Administrator;
and

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<PAGE>

(f) Generating or developing and distributing
special data, notices, reports, programs and literature required by large
shareholders, by shareholders with specialized informational needs, or by
shareholders generally in light of developments, such as changes in tax laws.

1.2.2 Assisting any institutional servicing agent engaged by
the Series in the development, implementation and maintenance of the following
special programs and systems to enhance overall Series shareholder servicing
capability, consisting of:

(a) Training programs for personnel of such
institutional servicing agent;

(b) Joint programs with such institutional
servicing agent for the development of systems software, shareholder
information reports, and other special reports;

(d) Automated clearinghouse transfer procedures
between shareholders and such institutional servicing agent; and

(e) Touch-tone telephone information and
transaction systems for shareholders.

1.2.3 Soliciting and gathering shareholder proxies.

1.2.4 Such other shareholder and shareholder-related services,
whether similar to or different from those described in Subparagraphs 1.2.1,
1.2.2 and 1.2.3 of this Paragraph 1.2, as the parties may from time to time
agree in writing.

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<PAGE>

1.3 BLUE SKY SERVICES. The Administrator shall maintain under this
Agreement the registration or qualification of a Series and its shares under
state Blue Sky or securities laws and regulations, as necessary; PROVIDED that
such Series shall pay all related filing fees and registration or qualification
fees.

1.4 OTHER SERVICES. The Administrator shall provide such other
services required by a Series as the parties may from time to time agree in
writing are appropriate to be provided under this Agreement.

2. EXPENSES OF EACH SERIES.

2.1 EXPENSES TO BE PAID BY THE ADMINISTRATOR. The Administrator
shall pay all salaries, expenses and fees of the officers, trustees, or
employees of the Trust who are officers, directors or employees of the
Administrator. In the event that the Administrator pays or assumes any expenses
of the Trust or a Series not required to be paid or assumed by the Administrator
under this Agreement, the Administrator shall not be obligated hereby to pay or
assume the same or any similar expense in the future; PROVIDED, that nothing
herein contained shall be deemed to relieve the Administrator of any obligation
to the Trust or to a Series under any separate agreement or arrangement between
the parties.

2.2 EXPENSES TO BE PAID BY THE SERIES. Each Series shall bear all
expenses of its operation, except those specifically allocated to the
Administrator under this Agreement or under any separate agreement between such
Series and the Administrator. Expenses to be borne by such Series shall include
both expenses directly attributable to the operation of that Series and the
offering of its shares, as well as the portion of any expense of the Trust that
is properly allocable to such Series in a manner approved by the trustees of the
Trust ("Trustees"). Subject to any separate agreement or arrangement between the
Trust or a Series and the Administrator, the expenses hereby allocated to each
Series, and not to the Administrator, include, but are not limited to:

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<PAGE>

2.2.1 CUSTODY. All charges of depositories, custodians, and
other agents for the transfer, receipt, safekeeping, and servicing of its cash,
securities, and other property.

2.2.2 SHAREHOLDER SERVICING. All expenses of maintaining and
servicing shareholder accounts, including but not limited to the charges of any
shareholder servicing agent, dividend disbursing agent or other agent engaged by
a Series to service shareholder accounts; EXCEPT those expenses specifically
allocated to the Administrator in Subparagraph 1.2 hereof, and those which may
in the future be specifically allocated to the Administrator under subparagraph
1.4 hereof.

2.2.3 SHAREHOLDER REPORTS. All expenses of preparing, setting
in type, printing and distributing reports and other communications to
shareholders of a Series.

2.2.4 PROSPECTUSES. All expenses of preparing, setting in
type, printing and mailing annual or more frequent revisions of a Series's
Prospectus and Statement of Additional Information ("SAI") and any supplements
thereto and of supplying them to shareholders of the Series.

2.2.5 PRICING AND PORTFOLIO VALUATION. All expenses of
computing a Series's net asset value ("NAV") per share, including any equipment
or services obtained for the purpose of pricing shares or valuing the Series's
investment portfolio.

2.2.6 COMMUNICATIONS. All charges for equipment or services
used for communications between the Administrator or the Series and any
custodian, shareholder servicing agent, portfolio accounting services agent, or
other agent engaged by a Series.

2.2.7 LEGAL AND ACCOUNTING FEES. All charges for services and
expenses of a Series's legal counsel and independent auditors.

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<PAGE>

2.2.8 TRUSTEES' FEES AND EXPENSES. All compensation of
Trustees other than those affiliated with the Administrator, all expenses
incurred in connection with such unaffiliated Trustees' services as Trustees,
and all other expenses of meetings of the Trustees or committees thereof.

2.2.9 SHAREHOLDER MEETINGS. All expenses incidental to
holding meetings of shareholders, including the printing of notices and proxy
materials, and proxy solicitation therefor.

2.2.10 FEDERAL REGISTRATION FEES. All fees and expenses of
registering and maintaining the registration of the Trust and each Series under
the 1940 Act and the registration of each Series's shares under the Securities
Act of 1933 (the "1933 Act"), including all fees and expenses incurred in
connection with the preparation, setting in type, printing, and filing of any
Registration Statement, Prospectus and SAI under the 1933 Act or the 1940 Act,
and any amendments or supplements that may be made from time to time.

2.2.11 STATE REGISTRATION FEES. All fees and expenses of
qualifying and maintaining the qualification of the Trust and each Series and of
each Series's shares for sale under securities laws of various states or
jurisdictions, and of registration and qualification of each Series under all
other laws applicable to a Series or its business activities (including
registering the Series as a broker-dealer, or any officer of the Series or any
person as agent or salesman of the Series in any state).

2.2.12 SHARE CERTIFICATES. All expenses of preparing
and transmitting a Series's share certificates, if any.

2.2.13 CONFIRMATIONS. All expenses incurred in connection
with the issue and transfer of a Series's shares, including the expenses
of confirming all share transactions.

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<PAGE>

2.2.14 BONDING AND INSURANCE. All expenses of bond,liability,
and other insurance coverage required by law or regulation or deemed advisable
by the Trustees, including, without limitation, such bond, liability and other
insurance expense that may from time to time be allocated to the Series in a
manner approved by the Trustees.

2.2.15 BROKERAGE COMMISSIONS. All brokers' commissions and
other charges incident to the purchase, sale or lending of a Series's portfolio
securities.

2.2.16 TAXES. All taxes or governmental fees payable by or
with respect to a Series to federal, state or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes.

2.2.17 TRADE ASSOCIATION FEES. All fees, dues and other
expenses incurred in connection with a Series's membership in any trade
association or other investment organization.

2.2.18 NONRECURRING AND EXTRAORDINARY EXPENSES. Such
nonrecurring and extraordinary expenses as may arise, including the costs of
actions, suits, or proceedings to which the Series is a party and the expenses a
Series may incur as a result of its legal obligation to provide indemnification
to the Trust's officers, Trustees and agents.

2.2.19 ORGANIZATIONAL EXPENSES. All organizational expenses
of each Series paid or assessed by the Administrator, which such Series shall
reimburse to the Administrator at such time or times and subject to such
condition or conditions as shall be specified in the Prospectus and SAI pursuant
to which such Series makes the initial public offering of its shares.

2.2.20 INVESTMENT ADVISORY SERVICES. Any fees and
expenses for investment advisory services that may be incurred or contracted
for by a Series.

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<PAGE>

3. ADMINISTRATION FEE.

3.1 FEE. As compensation for all services rendered, facilities
provided and expenses paid or assumed by the Administrator to or for each Series
under this Agreement, such Series shall pay the Administrator an annual fee as
set out in Schedule B to this Agreement.

3.2 COMPUTATION AND PAYMENT OF FEE. The administration fee shall
accrue on each calendar day, and shall be payable monthly on the first business
day of the next succeeding calendar month. The daily fee accruals for each
Series shall be computed by multiplying the fraction of one divided by the
number of days in the calendar year by the applicable annual administration fee
rate (as set forth in Schedule B hereto), and multiplying this product by the
NAV of such Series, determined in the manner set forth in such Series's
then-current Prospectus, as of the close of business on the last preceding
business day on which such Series's NAV was determined.

3.3 STATE EXPENSE LIMITATION. If in any fiscal year a Series's
operating expenses plus such Series's pro rata portion of the operating expenses
of any portfolio of Equity Managers Trust in which such Series invests all or
substantially all of its assets ("Aggregate Operating Expenses"), which includes
any fees or expense reimbursements payable to the Administrator pursuant to this
Agreement and any compensation payable to the Administrator pursuant to (i) the
Management Agreement between such portfolio and the Administrator, or (ii) any
other agreement or arrangement with respect to such Series, but excluding
interest, taxes, brokerage commissions, litigation and indemnification expenses,
and other extraordinary expenses not incurred in the ordinary course of such
Series's business) exceed the lowest applicable percentage expense limitation
imposed under the securities law and regulations of any state in which such
Series's shares are qualified for sale (the "State Expense Limitation"), then
the administration fee payable to the Administrator under this Agreement by such
Series shall be reduced by the amount of such excess; PROVIDED, that the
Administrator shall have no obligation hereunder to reimburse the Series for any
such expenses which exceed such administration fee.

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<PAGE>

Any reduction in the administration fee shall be made monthly,
by annualizing the Aggregate Operating Expenses of such Series for each month as
of the last day of such month. An adjustment shall be made on or before the last
day of the first month of the next succeeding fiscal year if Aggregate Operating
Expenses for such Series's fiscal year do not exceed the State Expense
Limitation or if for such fiscal year there is no applicable State Expense
Limitation.

4. OWNERSHIP OF RECORDS. All records required to be maintained and
preserved by each Series pursuant to the provisions of rules or regulations of
the Securities and Exchange Commission ("SEC") under Section 31(a) of the 1940
Act and maintained and preserved by the Administrator on behalf of such Series,
including any such records maintained by the Administrator in connection with
the performance of its obligations hereunder, are the property of such Series
and shall be surrendered by the Administrator promptly on request by the Series;
PROVIDED, that the Administrator may at its own expense make and retain copies
of any such records.

5. REPORTS TO ADMINISTRATOR. Each Series shall furnish or otherwise
make available to the Administrator such copies of that Series's Prospectus,
SAI, financial statements, proxy statements, reports, and other information
relating to its business and affairs as the Administrator may, at any time or
from time to time, reasonably require in order to discharge its obligations
under this Agreement.

6. REPORTS TO EACH SERIES. The Administrator shall prepare and
furnish to each Series such reports, statistical data and other information in
such form and at such intervals as such Series may reasonably request.

7. ADMINISTRATOR'S OWNERSHIP OF SOFTWARE AND RELATED MATERIALS. All
computer programs, written procedures and similar items developed or acquired
and used by the Administrator in performing its obligations under this Agreement
shall be the property of the Administrator, and no Series will acquire any
ownership interest therein or property rights with respect thereto.

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<PAGE>

8. CONFIDENTIALITY. The Administrator agrees, on its own behalf and
on behalf of its employees, agents and contractors, to keep confidential any and
all records maintained and other information obtained hereunder which relates to
any Series or to any of a Series's former, current or prospective shareholders,
EXCEPT that the Administrator may deliver records or divulge information (a)
when requested to do so by duly constituted authorities after prior notification
to and approval in writing by such Series (which approval will not be
unreasonably withheld and may not be withheld by such Series where the
Administrator advises such Series that the Administrator may be exposed to civil
or criminal contempt proceedings or other penalties for failure to comply with
such request) or (b) whenever requested in writing to do so by such Series.

9. SERVICES TO OTHER CLIENTS. Nothing herein shall limit the
freedom of the Administrator or any affiliated person of the Administrator to
render services of the types contemplated hereby to other persons, firms or
corporations, including but not limited to other investment companies, or to
engage in other business activities.

10. LIMITATION OF LIABILITY REGARDING THE TRUST. The Administrator
shall look only to the assets of each Series for performance of this Agreement
by the Trust on behalf of such Series, and neither the Trustees nor any of the
Trust's officers, employees or agents, whether past, present or future, shall be
personally liable therefor, nor shall any other Series by liable therefor.

11. ADMINISTRATOR'S ACTIONS IN RELIANCE ON SERIES'S INSTRUCTIONS,
LEGAL OPINIONS, ETC.; SERIES'S COMPLIANCE WITH LAWS.

11.1 The Administrator may at any time apply to an officer of
the Trust for instructions, and may consult with legal counsel for a Series or
with the Administrator's own legal counsel, in respect of any matter arising in

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<PAGE>

connection with this Agreement; and the Administrator shall not be liable for
any action taken or omitted to be taken in good faith and with due care in
accordance with such instructions or with the advice or opinion of such legal
counsel. The Administrator shall be protected in acting upon any such
instructions, advice or opinion and upon any other paper or document delivered
by a Series or such legal counsel which the Administrator believes to be genuine
and to have been signed by the proper person or persons.

11.2 Except as otherwise provided in this Agreement or in any
separate agreement between the parties and except for the accuracy of
information furnished to each Series by the Administrator, each Series assumes
full responsibility for the preparation, contents, filing and distribution of
its Prospectus and SAI, and full responsibility for other documents or actions
required for compliance with all applicable requirements of the 1940 Act, the
Securities Exchange Act of 1934, the 1933 Act, and any other applicable laws,
rules and regulations of governmental authorities having jurisdiction over such
Series.

12. LIABILITY OF ADMINISTRATOR. The Administrator shall not be
liable to any Series for any action taken or omitted to be taken by the
Administrator or its employees, agents or contractors in carrying out the
provisions of this Agreement if such action was taken or omitted in good faith
and without negligence or misconduct on the part of the Administrator, or its
employees, agents or contractors.

13. INDEMNIFICATION BY SERIES. Each Series shall indemnify the
Administrator and hold it harmless from and against any and all losses, damages
and expenses, including reasonable attorneys' fees and expenses, incurred by the
Administrator that result from: (i) any claim, action, suit or proceeding in
connection with the Administrator's entry into or performance of this Agreement
with respect to such Series; or (ii) any action taken or omission to act
committed by the Administrator in the performance of its obligations hereunder
with respect to such Series; or (iii) any action of the Administrator upon
instructions believed in good faith by it to have been executed by a duly
authorized officer or representative of the Trust with respect to such Series;
PROVIDED, that the Administrator shall not be entitled to such indemnification
in respect of actions or omissions constituting negligence or misconduct on the
part of the Administrator or its employees, agents or contractors. Before
confessing any claim against it which may be subject to indemnification by a
Series hereunder, the Administrator shall give such Series reasonable
opportunity to defend against such claim in its own name or in the name of the
Administrator.

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<PAGE>

14. INDEMNIFICATION BY THE ADMINISTRATOR. The Administrator shall
indemnify each Series and hold it harmless from and against any and all losses,
damages and expenses, including reasonable attorneys' fees and expenses,
incurred by such Series which result from: (i) the Administrator's failure to
comply with the terms of this Agreement with respect to such Series; or (ii) the
Administrator's lack of good faith in performing its obligations hereunder with
respect to such Series; or (iii) the negligence or misconduct of the
Administrator or its employees, agents or contractors in connection herewith
with respect to such Series. A Series shall not be entitled to such
indemnification in respect of actions or omissions constituting negligence or
misconduct on the part of that Series or its employees, agents or contractors
other than the Administrator unless such negligence or misconduct results from
or is accompanied by negligence or misconduct on the part of the Administrator,
any affiliated person of the Administrator, or any affiliated person of an
affiliated person of the Administrator. Before confessing any claim against it
which may be subject to indemnification hereunder, a Series shall give the
Administrator reasonable opportunity to defend against such claim in its own
name or in the name of the Trust on behalf of such Series.

15. EFFECT OF AGREEMENT. Nothing herein contained shall be deemed to
require the Trust or any Series to take any action contrary to the Trust
Instrument or Bylaws of the Trust or any applicable law, regulation or order to
which it is subject or by which it is bound, or to relieve or deprive the
Trustees of their responsibility for and control of the conduct of the business
and affairs of the Series or the Trust.

16. TERM OF AGREEMENT. The term of this Agreement, as amended, shall
begin on August 2, 1997 with respect to each Series and, unless sooner
terminated as hereinafter provided, this Agreement shall remain in effect
through August 2, 1998. Thereafter, this Agreement shall continue in effect with
respect to each Series from year to year, subject to the termination provisions
and all other terms and conditions hereof; PROVIDED, such continuance with
respect to a Series is approved at least annually by vote or written consent of
the Trustees, including a majority of the Trustees who are not interested
persons of either party hereto ("Disinterested Trustees"); and PROVIDED FURTHER,

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<PAGE>

that the Administrator shall not have notified a Series in writing at least
sixty days prior to the first expiration date hereof or at least sixty days
prior to any expiration date in any year thereafter that it does not desire such
continuation. The Administrator shall furnish any Series, promptly upon its
request, such information (including the Administrator's costs of delivering the
services provided to such Series hereunder) as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
thereof. The Administrator shall permit the Trust and/or the Series and their
accountants, counsel or other representatives to review its books and records
relating to the services provided hereunder at reasonable intervals during
normal business hours upon reasonable notice requesting such review.

17. AMENDMENT OR ASSIGNMENT OF AGREEMENT. Any amendment to this
Agreement shall be in writing signed by the parties hereto. The Administrator
may not assign this Agreement or any interest hereunder voluntarily, by
operation of law, or otherwise, without the prior written consent of any Series
affected thereby. Any amendment hereof or assignment or transfer of any interest
hereunder by the Administrator shall not be effective with respect to a Series
unless and until authorized (i) by resolution of the Trustees, including the
vote or written consent of a majority of the Disinterested Trustees or (ii) by
vote of a majority of the outstanding voting securities of such Series.

18. TERMINATION OF AGREEMENT. This Agreement may be terminated at
any time by either party hereto, without the payment of any penalty, upon sixty
days' prior written notice to the other party; PROVIDED, that in the case of
termination by any Series, such action shall have been authorized (i) by
resolution of the Trustees, including the vote or written consent of the
Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting
securities of such Series. This agreement shall automatically and immediately
terminate as to any Series in the event of its assignment by the Administrator,
or the Administrator's assignment or transfer of any interest hereunder, without
prior written consent of the affected Series as provided in Paragraph 17 hereof;
PROVIDED that with the consent of a Series, the Administrator may subcontract to
another person any of its responsibilities under this Agreement with respect to
any such Series.

19. NAME OF A SERIES. Each Series hereby agrees that if the
Administrator shall at any time for any reason cease to serve as administrator

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<PAGE>

to a Series, such Series shall, if and when requested by the Administrator,
eliminate from such Series's name the name "Neuberger Berman" and thereafter
refrain from using the name "Neuberger Berman" or the initials "NB" in
connection with its business or activities, and the foregoing agreement of each
Series shall survive any termination of this Agreement and any extension or
renewal thereof.

20. INTERPRETATION AND DEFINITION OF TERMS. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"assignment" and "affiliated person" as used in this Agreement shall have the
meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is modified, interpreted or relaxed by a rule, regulation or order of
the SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order. The Trust
and the Administrator may from time to time agree on such provisions
interpreting or clarifying the provisions of this Agreement as, in their joint
opinion, are consistent with the general tenor of this Agreement and with the
specific provisions of this Paragraph 20. Any such interpretations or
clarifications shall be in writing signed by the parties and annexed hereto, but
no such interpretation or clarification shall be effective if in contravention
of any applicable federal or state law or regulations, and no such
interpretation or clarification shall be deemed to be an amendment to this
Agreement.

21. CHOICE OF LAW. This Agreement is made and to be principally
performed in the State of New York, and except insofar as the 1940 Act or other
federal laws and regulations may be controlling, this Agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York.

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<PAGE>

22. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.

23. EXECUTION IN COUNTERPARTS. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

NEUBERGER BERMAN EQUITY FUNDS

By: /s/ Daniel J. Sullivan
-----------------------------
Daniel J. Sullivan

Title: Vice President
-----------------------------

NEUBERGER BERMAN MANAGEMENT INC.

By: /s/ Michael J. Weiner
-----------------------------
Michael J. Weiner

Title: Senior Vice President
-----------------------------

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NEUBERGER BERMAN EQUITY FUNDS
ADMINISTRATION AGREEMENT

SCHEDULE A

The Series of Neuberger Berman Equity Funds currently subject to this
Agreement are as follows:

Date Made A Party
SERIES TO AGREEMENT
------ ------------------

Neuberger Berman Focus Fund August 2, 1993

Neuberger Berman Genesis Fund August 2, 1993

Neuberger Berman Guardian Fund August 2, 1993

Neuberger Berman International Fund November 1, 1995

Neuberger Berman Manhattan Fund August 2, 1993

Neuberger Berman Partners Fund August 2, 1993

Neuberger Berman Socially Responsive Fund March 16, 1994

Neuberger Berman Millennium Fund October 19, 1998

Neuberger Berman Regency Fund April 30, 1999

Neuberger Berman Century Fund October 25, 1999

NEUBERGER BERMAN EQUITY FUNDS
ADMINISTRATION AGREEMENT

SCHEDULE B

Compensation pursuant to Paragraph 3 of the Neuberger Berman Equity Funds
Administration Agreement shall be:

(1) .26% per annum of the average daily net assets of each Series, plus in
each case

(2) certain out-of-pocket expenses for technology used for shareholder
servicing and shareholder communications, subject to the prior approval
of an annual budget by the Trust's Board of Trustees, including a
majority of those Trustees who are not interested persons of the Trust or
of Neuberger Berman Management Inc., and periodic reports to the Board of
Trustees on actual expenses.

Dated: July 1, 1999

-----------------------------------------------------
KIRKPATRICK & LOCKHART LLP
-----------------------------------------------------
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800

TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
www.kl.com

October 21, 1999

Neuberger Berman Equity Funds
605 Third Avenue, Second Floor
New York, New York 10158-0180

Ladies and Gentlemen:
Neuberger Berman Equity Funds ("Trust") is a business trust organized
under the laws of the State of Delaware and governed by a Trust Instrument dated
December 23, 1992. You have requested our opinion regarding certain matters in
connection with the Trust's issuance of shares of beneficial interest, par value
$0.001 per share ("Shares"), in its new series, Neuberger Berman Century Fund
("Fund").

We have, as counsel, participated in various business and other
proceedings relating to the Trust. We have examined copies, either certified or
otherwise proved to be genuine, of the Trust Instrument and the By-laws of the
Trust, the minutes of meetings of its board of trustees and other documents
relating to its organization and operation, and we are generally familiar with
its business affairs. Based upon the foregoing, it is our opinion that, when
issued in accordance with the Trust's Trust Instrument, By-laws, and prospectus,
the Shares will be legally issued, fully paid and non-assessable by the Trust.

The Trust is a business trust established pursuant to the Delaware
Business Trust Act ("Delaware Act"). The Delaware Act provides that a
shareholder of the Trust is entitled to the same limitation of personal
liability extended to shareholders of for-profit corporations. To the extent
that the Trust or any of its shareholders becomes subject to the jurisdiction of
courts in states which do not have statutory or other authority limiting the
liability of business trust shareholders, such courts might not apply the
Delaware Act and could subject Trust shareholders to liability.

To guard against this risk, the Trust Instrument: (i) requires that
every written obligation of the Trust contain a statement that such obligation
may be enforced only against the assets of the Trust; however, the omission of
such a disclaimer will not operate to create personal liability for any
shareholder; and (ii) provides for indemnification out of Trust property of any
shareholder held personally liable, solely by reason of being a shareholder, for
the obligations of the Trust. Thus, the risk of a Trust shareholder incurring
financial loss beyond his or her investment simply as a result of being a
shareholder is limited to circumstances in which: (i) a court refuses to apply

<PAGE>

Neuberger Berman Equity Funds
October 21, 1999
Page 2

Delaware law; (ii) no contractual limitation of liability is in effect; and
(iii) the Trust itself is unable to meet its obligations.

We express no opinion as to compliance with the Securities Act of 1933,
the Investment Company Act of 1940, or applicable state securities laws in
connection with the sale of Shares.

We hereby consent to the filing of this opinion in connection with
Post-Effective Amendment No. 87 to the Trust's Registration Statement on Form
N-1A (File Nos. 002-11357 and 811-00582) to be filed with the Securities and
Exchange Commission. We also consent to the reference to our firm in Statement
of Additional Information filed as part of the Registration Statement.

Sincerely,

KIRKPATRICK & LOCKHART LLP

By: /s/ Arthur C. Delibert
------------------------
Arthur C. Delibert