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

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

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<PAGE>
As filed with the Securities and Exchange Commission on October 4, 1996
1933 Act Registration No. 33-64368
1940 Act Registration No. 811-7784

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. [__9__] [__X__]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [__X__]
Amendment No. [__7__] [__X__]
(Check appropriate box or boxes)

NEUBERGER & BERMAN EQUITY TRUST
-------------------------------
(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 Trust
605 Third Avenue, 2nd Floor
New York, New York 10158-0180

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

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

____ immediately upon filing pursuant to paragraph (b)
____ on ________ __, 199_ pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(1)
_X__ on December 6, 1996 pursuant to paragraph (a)(1)
____ 75 days after filing pursuant to paragraph (a)(2)
___ on __________ pursuant to paragraph (a)(2)

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

Neuberger & Berman Equity Trust is a "master/feeder fund." This
Post-Effective Amendment No. 9 includes a signature page for the master
fund, Equity Managers Trust, and appropriate officers and trustees
thereof.
Page _______ of _______
Exhibit Index Begins on
Page _______
<PAGE>

NEUBERGER & BERMAN EQUITY TRUST

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 9 ON FORM N-1A

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

Cover Sheet

Contents of Post-Effective Amendment No. 9 on Form N-1A

Cross Reference Sheet

Neuberger & Berman Focus Trust
Neuberger & Berman Genesis Trust
Neuberger & Berman Guardian Trust
Neuberger & Berman Manhattan Trust
Neuberger & Berman Partners Trust
----------------------------------

Part A - Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Pages

No change is intended to be made by this Post-Effective Amendment
No. 9 to the Prospectus or Statement of Additional Information for
Neuberger&Berman NYCDC Socially Responsive Trust.
<PAGE>

NEUBERGER & BERMAN EQUITY TRUST
POST-EFFECTIVE AMENDMENT NO. 9 ON FORM N-1A

Cross Reference Sheet

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

<TABLE>
<CAPTION>
Form N-1A Item No. Caption in Part A Prospectus
------------------ ----------------------------

Item 1. Cover Page Front Cover Page

Item 2. Synopsis Expense Information; Summary

Item 3. Condensed Financial Information Financial Highlights; Performance Information

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

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

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

Item 7. Purchase of Securities Being Shareholder Services; Share Prices and Net Asset
Offered Value; Management and Administration

Item 8. Redemption or Repurchase Shareholder Services; Share Prices and Net Asset
Value

Item 9. Pending Legal Proceedings Not Applicable

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

Item 10. Cover Page Cover Page

Item 11. Table of Contents Table of Contents
<PAGE>

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

Item 12. General Information and History Organization

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

Item 14. Management of the Fund Trustees And Officers

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

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

Item 17. Brokerage Allocation Portfolio Transactions

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

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

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

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

Item 22. Calculation of Performance Data Performance Information

Item 23. Financial Statements Financial Statements

</TABLE>
<PAGE>

Part C
------

Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C to this Post-Effective
Amendment No. 9.
<PAGE>

Neuberger&Berman
EQUITY TRUST
No-Load Equity Funds
__________________________________________________________________________
Neuberger&Berman FOCUS TRUST Neuberger&Berman MANHATTAN TRUST
Neuberger&Berman GENESIS TRUST Neuberger&Berman PARTNERS TRUST
Neuberger&Berman GUARDIAN TRUST

You can buy, own, and sell fund shares only through an account with a
pension plan administrator, broker-dealer, or other institution (each an
"Institution") which provides accounting, recordkeeping, and other
services to investors and which has an administrative services agreement
with Neuberger&Berman Management Incorporated ("N&B Management").
__________________________________________________________________________

Each of the above-named funds (a "Fund") invests all of its net
investable assets in a corresponding portfolio (a "Portfolio") of Equity
Managers Trust ("Managers Trust"), an open-end management investment
company managed by N&B Management. Each Portfolio invests in securities in
accordance with an investment objective, policies, and limitations
identical to those of its corresponding Fund. The investment performance
of each Fund directly corresponds with the investment performance of its
corresponding Portfolio. This "master/feeder fund" structure is different
from that of many other investment companies which directly acquire and
manage their own portfolios of securities. For more information on this
unique structure that you should consider, see "Summary" on page 3, and
"Special Information Regarding Organization, Capitalization, and Other
Matters" on page 25.

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

Prospectus Dated December 6, 1996

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY
THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT
TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
INVESTED.

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

TABLE OF CONTENTS

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Funds and Portfolios; Risk Factors . . . . . . . . . . . . . . . 3
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Neuberger&Berman Investment Approach . . . . . . . . . . . . . . 5

EXPENSE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Shareholder Transaction Expenses for Each Fund . . . . . . . . . . . 7
Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . 7
Example . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . 10
Focus Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Genesis Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Guardian Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Manhattan Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Partners Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

INVESTMENT PROGRAMS . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Focus Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Genesis Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . 19
Guardian Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . 20
Manhattan Portfolio . . . . . . . . . . . . . . . . . . . . . . . . 20
Partners Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . 21
Short-Term Trading; Portfolio Turnover . . . . . . . . . . . . . . . 21
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Other Investments . . . . . . . . . . . . . . . . . . . . . . . . . 22

PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 23
Total Return Information . . . . . . . . . . . . . . . . . . . . . . 24

SPECIAL INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS . . . . . . . . . . . . . . . . . . . 25
The Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
The Portfolios . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SHAREHOLDER SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . 28
How to Buy Shares . . . . . . . . . . . . . . . . . . . . . . . . . 28
How to Sell Shares . . . . . . . . . . . . . . . . . . . . . . . . . 28
Exchanging Shares . . . . . . . . . . . . . . . . . . . . . . . . . 29

SHARE PRICES AND NET ASSET VALUE . . . . . . . . . . . . . . . . . . . 30

DIVIDENDS, OTHER DISTRIBUTIONS, AND TAXES . . . . . . . . . . . . . . . 31
Distribution Options . . . . . . . . . . . . . . . . . . . . . . . . 31
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

MANAGEMENT AND ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . 33
Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . 33
Investment Manager, Administrator, Distributor,
and Sub-Adviser . . . . . . . . . . . . . . . . . . . . . . . . . 33

2
<PAGE>

Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

DESCRIPTION OF INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . 38

USE OF JOINT PROSPECTUS AND STATEMENT OF
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 41

OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Funds Eligible for Exchange . . . . . . . . . . . . . . . . . . . . 42

3
<PAGE>

SUMMARY

The Funds and Portfolios; Risk Factors

__________________________________________________________________________

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

Shareholders

BUY SHARES IN

Funds

INVEST IN

Portfolios

INVEST IN

Stocks & Other Securities

The trustees who oversee the Funds believe that this structure may
benefit shareholders; investment in a Portfolio by investors in addition
to a Fund may enable the Portfolio to achieve economies of scale that
could reduce expenses. For more information about the organization of the
Funds and the Portfolios, including certain features of the master/feeder
fund structure, see "Special Information Regarding Organization,
Capitalization, and Other Matters" on page 25. An investment in any Fund
involves certain risks, depending upon the types of investments made by
its corresponding Portfolio. For more details about each Portfolio, its
investments and their risks, see "Investment Programs" on page 18 and
"Description of Investments" on page 38.

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

4
<PAGE>

Neuberger&Berman Investment Portfolio
Equity Trust Style Characteristics
<S> <C> <C>
GUARDIAN TRUST Broadly diversified, large-cap value A growth and income fund that invests
fund. Relatively low portfolio primarily in stocks of established,
turnover. high-quality companies that are not
well followed on Wall Street or are
temporarily out of favor.

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

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

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

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

</TABLE>

5
<PAGE>

Management

__________________________________________________________________________

N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for the
Portfolios. N&B Management also provides administrative services to the
Portfolios and the Funds and acts as distributor of Fund shares. See
"Management and Administration" on page 33. If you want to know how to
buy and sell shares of the Funds or exchange them for shares of other
Neuberger&Berman Funds(REGISTERED) made available through an Institution,
see "Shareholder Services--How to Buy Shares" on page 28, "Shareholder
Services--How to Sell Shares" on page 28, "Shareholder Services--
Exchanging Shares" on page 29, and the policies of the Institution through
which you are purchasing shares.

The Neuberger&Berman Investment Approach

__________________________________________________________________________

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

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

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

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

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

6
<PAGE>

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

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

7
<PAGE>

EXPENSE INFORMATION

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

Shareholder Transaction Expenses for Each Fund

__________________________________________________________________________

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

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

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

__________________________________________________________________________

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

8
<PAGE>

Neuberger&Berman Management and 12b-1 Other Expenses Total Operating
Equity Trust Administration Fees* Fees Expenses*
<S> <C> <C> <C> <C>
FOCUS TRUST None

GENESIS TRUST None

GUARDIAN TRUST None

MANHATTAN TRUST None

PARTNERS TRUST None

</TABLE>

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

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

Five mutual funds that are series of Neuberger&Berman Equity Funds
("N&B Equity Funds") and are administered by N&B Management, each of which
has a name similar to a Fund and the same investment objective, policies,
and limitations as that Fund ("Sister Fund"), also invest in the five
corresponding Portfolios. The previous table reflects N&B Management's
voluntary undertaking to reimburse each Fund for its Operating Expenses
and its pro rata share of its corresponding Portfolio's Operating Expenses
so that each Fund's expense ratio per annum will not exceed the expense
ratio per annum of its Sister Fund by more than 0.10% of the Fund's

9
<PAGE>

average daily net assets. A Fund's per annum "expense ratio" is the sum of
the Fund's Total Operating Expenses and its pro rata share of its
corresponding Portfolio's Total Operating Expenses, divided by that Fund's
average daily net assets for the year. Each undertaking can be terminated
by N&B Management by giving a Fund at least 60 days' prior written notice.
The expense ratios of the Sister Funds of Neuberger&Berman Focus Trust,
Neuberger&Berman Genesis Trust, Neuberger&Berman Guardian Trust,
Neuberger&Berman Manhattan Trust and Neuberger&Berman Partners Trust are
anticipated to be, respectively, ____%, ____%, ____%, ____%, and ____% per
annum of such Sister Fund's average daily net assets. Based on those
expectations, the expense ratios for Neuberger&Berman Focus Trust,
Neuberger&Berman Genesis Trust, Neuberger&Berman Guardian Trust,
Neuberger&Berman Manhattan Trust and Neuberger&Berman Partners Trust are
not anticipated to exceed ____%, ____%, ____%, ____%, and ____% per annum,
respectively. The above ratios reflect N&B Management's voluntary
agreement to waive a portion of the management fee borne directly by
Neuberger&Berman Genesis Portfolio and indirectly by Neuberger&Berman
Genesis Trust to reduce that fee by 0.10% per annum of the average daily
net assets of Neuberger&Berman Genesis Portfolio. Absent the
reimbursement and fee waiver, Management and Administration Fees would be
____%, ____%, ____%, ____%, and ____% per annum, and Other Expenses would
be ____%, ____%, ____%, ____%, and ____% per annum, of the average daily
net assets of Neuberger&Berman Focus Trust, Neuberger&Berman Genesis
Trust, Neuberger&Berman Guardian Trust, Neuberger&Berman Manhattan Trust,
and Neuberger&Berman Partners Trust, respectively; Total Operating
Expenses would be ____%, ____%, ____%, ____%, and ____% per annum of the
average daily net assets of Neuberger&Berman Focus Trust,
Neuberger&Berman Genesis Trust, Neuberger&Berman Guardian Trust,
Neuberger&Berman Manhattan Trust, and Neuberger&Berman Partners Trust,
respectively (or slightly higher if permitted by state securities
authorities).

Example

__________________________________________________________________________

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

Neuberger&Berman
Equity Trust 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
FOCUS TRUST

10
<PAGE>

GENESIS TRUST

GUARDIAN TRUST

MANHATTAN TRUST

PARTNERS TRUST

</TABLE>

The assumption in this example of a 5% annual return is required
by regulations of the Securities and Exchange Commission applicable to all
mutual funds. THE INFORMATION IN THE TABLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR RATES OF RETURN; ACTUAL
EXPENSES OR RETURNS MAY BE GREATER OR LESS THAN THOSE SHOWN, AND MAY
CHANGE IF EXPENSE REIMBURSEMENTS CHANGE.

11
<PAGE>

FINANCIAL HIGHLIGHTS

Selected Per Share Data and Ratios

__________________________________________________________________________

The financial information in the following tables is for each
Fund as of August 31, 1996 and prior periods. This information has been
audited by the Funds' respective independent auditors/accountants. You may
obtain, at no cost, further information about the performance of the Funds
in their annual report to shareholders. The annual report contains the
auditors'/accountants' reports. Please call 800-877-9700 for a free copy
and for up-to-date information. Also, see "Performance Information."

12
<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman

Focus Trust(1)
__________________________________________________________________________

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

<TABLE>
<CAPTION>
Year Ended Period from
August 31, August 30, 1993(2)
1996 1995 1994 to August 31, 1993
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year
$11.36 $10.03 $10.00
Income from Investment Operations

Net Investment Income
.05 .05 --
Net Gains or Losses on Securities
both realized and unrealized)
3.05 1.31 .03
Total from Investment Operations
3.10 1.36 .03

Less Distributions

Dividends (from net investment
income)
(.05) (.02) --
Distributions (from capital gains)
- (.01) --

Total Distributions
(.05) (.03) --
Net Asset Value, End of Year
$14.41 $11.36 $10.03

Total Return#
+27.44% +13.58% +0.30%(3)
Ratios/Supplemental Data

Net Assets, End of Year (in millions)
$14.5 $1.6 --

13
<PAGE>

Ratio of Expenses to Average
Net Assets(4)
.96% .85% .92(5)
Ratio of Net Income to Average

Net Assets(4)
.67% .92% .05%(5)

See Notes to Financial Highlights
</TABLE>

14
<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman

Genesis Trust
__________________________________________________________________________

<TABLE>
<CAPTION>
Year Ended Period from
August 31, August 30, 1993(2)
1996 1995 1994 to August 31, 1993
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year
$10.59 $10.05 $10.00
Income from Investment Operations

Net Investment Income
(.01) (.01) --
Net Gains or Losses on Securities
(both realized and unrealized)
2.08 .56 .05
Total from Investment Operations
2.07 .55 .05

Less Distributions

Distributions (from capital gains)
(.01) (.01) --
Net Asset Value, End of Year
$12.65 $10.59 $10.05

Total Return#
+19.51% +5.47% +0.50%(3)
Ratios/Supplemental Data

Net Assets, End of Year (in millions)
$30.6 $3.1 --
Ratio of Expenses to Average
Net Assets(4)
1.42% 1.36% 1.51%(5)
Ratio of Net Income to Average
Net Assets(4)
(.24%) (.21%) (.44%)(5)

15
<PAGE>

See Notes to Financial Highlights
</TABLE>

16
<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman

Guardian Trust

__________________________________________________________________________

<TABLE>
<CAPTION>
Year Ended Period from
August 31, August 30, 1993(2)
1996 1995 1994 to August 31, 1993
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year
$11.27 $10.27 $10.00
Income from Investment Operations

Net Investment Income
.13 .09 --
Net Gains or Losses on Securities
(both realized and unrealized)
2.55 .99 .27
Total from Investment Operations
2.68 1.08 .27

Less Distributions

Dividends (from net investment
income)
(.12) (.07) --
Distributions (from capital gains)
-- (.01) --

Total Distributions
(.12) (.08) --
Net Asset Value, End of Year
$13.83 $11.27 $10.27

Total Return#
+24.01% +10.57% +2.70%(3)
Ratios/Supplemental Data

17
<PAGE>

Net Assets, End of Year (in millions)
$683.1 $75.8 --
Ratio of Expenses to Average
Net Assets(4)
.90% .80% .81%(5)
Ratio of Net Income to Average
Net Assets(4)
1.35% 1.50% 1.00%(5)

See Notes to Financial Highlights
</TABLE>

18
<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman

Manhattan Trust
__________________________________________________________________________

<TABLE>
<CAPTION>
Year Ended Period from
August 31, August 30, 1993(2)
1996 1995 1994 to August 31, 1993
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year
$10.37 $10.01 $10.00
Income from Investment Operations

Net Investment Income
-- .01 --
Net Gains or Losses on Securities
(both realized and unrealized)
2.67 .36 .01
Total from Investment Operations
2.67 .37 .01
Less Distributions

Dividends (from net investment
income)
(.01) (.01) --
Distributions (from capital gains)
(.04) -- --

Total Distributions
(.05) (.01) --
Net Asset Value, End of Year
$12.99 $10.37 $10.01

Total Return#

+25.90% +3.70% +0.10%(3)
Ratios/Supplemental Data

Net Assets, End of Year (in millions)
$35.6 $12.1 --

19
<PAGE>

Ratio of Expenses to Average
Net Assets(4)
1.06% .96% 1.04%(5)
Ratio of Net Income to Average
Net Assets(4)
(.03%) .16% 5.48%(5)

See Notes to Financial Highlights
</TABLE>

20
<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman

Partners Trust
__________________________________________________________________________

<TABLE>
<CAPTION>
Year Ended Period from
August 31, August 30, 1993(2)
1996 1995 1994 to August 31, 1993
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year
$10.54 $10.01 $10.00
Income from Investment Operations

Net Investment Income
.05 .03 --
Net Gains or Losses on Securities
(both realized and unrealized)
2.19 .53 .01
Total from Investment Operations
2.24 .56 .01
Less Distributions

Dividends (from net investment
income)
(.02) (.01) --
Distributions (from capital gains)
(.08) (.02) --

Total Distributions
(.10) (.03) --
Net Asset Value, End of Year
$12.68 $10.54 $10.01

Total Return#
+21.52% +5.61% +0.10%(3)
Ratios/Supplemental Data

Net Assets, End of Year (in millions)
$61.3 $4.7 --

21
<PAGE>

Ratio of Expenses to Average
Net Assets(4)
.92% .81% .84%(5)
Ratio of Net Income to Average
Net Assets(4)
.81% .47% 2.65%(5)

See Notes to Financial Highlights
</TABLE>

22
<PAGE>

NOTES TO FINANCIAL HIGHLIGHTS

1) Prior to January 1, 1995, the name of Neuberger&Berman Focus
Trust was Neuberger&Berman Selected Sectors Trust.
2) The date investment operations commenced.
3) Not annualized.
4) After reimbursement of expenses by N&B Management. Had N&B
Management not undertaken such action the annualized ratios to
average daily net assets would have been:

<TABLE>
<CAPTION>
Period from
Neuberger&Berman Year Ended August 31, August 30, 1993
FOCUS TRUST 1996 1995 1994 to August 31, 1993
<S> <C> <C> <C> <C>
Expenses 2.50% 2.50% 2.50%

Net Investment Loss (.87%) (.73%) (1.53%)

Period from
Neuberger&Berman Year Ended August 31, August 30, 1993
GUARDIAN TRUST 1996 1995 1994 to August 31, 1993

Expenses .96% 1.52% 2.50%

Net Investment Loss 1.29% .78% (.69%)

Period from
Neuberger&Berman Year Ended August 31, August 30, 1993
MANHATTAN TRUST 1996 1995 1994 to August 31, 1993

Expenses 1.46% 2.50% 2.50%

Net Investment Loss (.43%) (1.38%) 4.02%

Period from
Neuberger&Berman Year Ended August 31, August 30, 1993
PARTNERS TRUST 1996 1995 1994 to August 31, 1993

Expenses 1.24% 2.50% 2.50%

Net Investment Loss .49% (1.22%) .99%

</TABLE>

After reimbursement of expenses by N&B Management and the waiver

23
<PAGE>

of a portion of the management fee of Neuberger&Berman Genesis Portfolio.
Had N&B Management not undertaken such action the annualized ratios to
average daily net assets would have been:

<TABLE>
<CAPTION>
Period from
Neuberger&Berman Year Ended August 31, August 30, 1993
GENESIS TRUST 1996 1995 1994 to August 31, 1993
<S> <C> <C> <C> <C>
Expenses 1.78% 2.50% 2.50%

Net Investment Loss (.60%) (1.35%) (1.43%)
</TABLE>

5) Annualized.

6) Because each Fund invests only in its corresponding Portfolio and
that Portfolio (rather than the Fund) engages in securities
transactions, no Fund calculates a portfolio turnover rate or
pays any brokerage commissions. The portfolio turnover rates for
each Portfolio were as follows:

<TABLE>
<CAPTION>
Period from
Year Ended August 31, August 2, 1993
1996 1995 1994 to August 31, 1993
<S> <C> <C> <C> <C>
Neuberger&Berman Focus Portfolio 36% 52% 4%

Neuberger&Berman Genesis Portfolio 37% 63% 3%

Neuberger&Berman Guardian Portfolio 26% 24% 3%

Neuberger&Berman Manhattan Portfolio 44% 50% 3%

Neuberger&Berman Partners Portfolio 98% 75% 8%
</TABLE>

The average commission rates paid by each Portfolio were as
follows:

24
<PAGE>

Year Ended August 31, 1996

Neuberger&Berman Focus Portfolio

Neuberger&Berman Genesis Portfolio

Neuberger&Berman Guardian Portfolio

Neuberger&Berman Manhattan Portfolio

Neuberger&Berman Partners Portfolio

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

25
<PAGE>

INVESTMENT PROGRAMS

The investment policies and limitations of each Fund and its
corresponding Portfolio are identical. Each Fund invests only in its
corresponding Portfolio. Therefore, the following shows you the kinds of
securities in which each Portfolio invests. For an explanation of some
types of investments, see "Description of Investments" on page 38.

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

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

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

Neuberger&Berman Focus Portfolio
__________________________________________________________________________

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

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

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

To maximize potential return, the Portfolio normally makes at
least 90% of its investments in not more than six sectors it identifies as
undervalued. Where a particular industry may fall within more than one
sector, N&B Management uses its judgment and experience to determine the
placement of that industry within a sector. The Portfolio uses the
value-oriented investment approach to identify stocks believed to be
undervalued, including stocks that are temporarily out of favor in the
market. The Portfolio then focuses its investments in the sectors in which
the undervalued stocks are clustered. These sectors are believed to offer

26
<PAGE>

the greatest potential for capital growth. This investment approach is
different from that of most other mutual funds that emphasize sector
investment. Those funds either invest in only a single economic sector or
choose a number of sectors by analyzing general economic trends. Further
information on the Portfolio's securities holdings and their allocation by
sector as of the end of the Fund's most recent fiscal year is included in
the Fund's annual report to shareholders, which is available at no cost
upon request. The sectors are more fully described in the SAI.

The Portfolio may be affected more by any single economic,
political, or regulatory development than a more diversified mutual fund.
The risk of decline in the Portfolio's asset value due to an adverse
development may be partially offset by the value-oriented investment
approach. To further reduce this risk, the Portfolio may not (1) invest
more than 50% of its total assets in any one sector, (2) as a fundamental
policy, concentrate 25% or more of its total assets in the securities of
companies having their principal business activities in any one industry,
or (3) invest more than 5% of its total assets in the securities of any
one company.

Neuberger&Berman Genesis Portfolio
__________________________________________________________________________

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

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

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

Small-cap company stocks generally are considered to offer
greater potential for appreciation than securities of companies with
larger market capitalizations. Most small-cap company stocks pay low or no
dividends, and the Portfolio seeks long-term appreciation, rather than

27
<PAGE>

income. Small-cap company stocks also have higher risk and volatility,
because most are not as broadly traded as stocks of companies with larger
capitalizations and their prices thus may fluctuate more widely and
abruptly. Small-cap company securities are also less researched and often
overlooked and undervalued in the market.

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

28
<PAGE>

Neuberger&Berman Guardian Portfolio
__________________________________________________________________________

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

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

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

Neuberger&Berman Manhattan Portfolio
__________________________________________________________________________

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

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

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

29
<PAGE>

Neuberger&Berman Partners Portfolio

__________________________________________________________________________

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

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

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

Short-Term Trading; Portfolio Turnover
__________________________________________________________________________

Although none of the Portfolios purchases securities with the
intention of profiting from short-term trading, each Portfolio may sell
portfolio securities when N&B Management believes that such action is
advisable. The portfolio turnover rates of each Portfolio for 1996 and
earlier years are set forth under "Notes to Financial Highlights." It is
anticipated that the annual turnover rate of Neuberger&Berman Manhattan
Portfolio and of Neuberger&Berman Partners Portfolio in some fiscal years
may exceed 100%. Turnover rates in excess of 100% generally result in
higher transaction costs (which are borne directly by the Portfolio) and a
possible increase in realized short-term capital gains or losses. See
"Dividends, Other Distributions, and Taxes" on page 31 and the SAI.

30
<PAGE>

Borrowings
__________________________________________________________________________

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

Other Investments
__________________________________________________________________________

For temporary defensive purposes, each 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.

31
<PAGE>

PERFORMANCE INFORMATION

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

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

The Funds commenced operations in August 1993, and their first
fiscal year ended August 31, 1993. The following table shows the average
annual total returns for the period ended August 31, 1996, of a 1-year,
5-year, and 10-year investment in each Fund since its inception and, for
periods prior to each Fund's inception, each Sister Fund and its
predecessor. The table also shows a comparison with the S&P 500 Index for
each Fund (except Neuberger&Berman Genesis Trust, which is compared with
the Russell 2000 Index) and its respective Sister Fund and Sister Fund's
predecessor. The S&P 500 Index is the Standard & Poor's 500 Composite
Stock Price Index, an unmanaged index generally considered to be
representative of overall stock market activity. The Russell 2000 is an
unmanaged index of the securities of the 2,000 issuers having the smallest
capitalization in the Russell 3000 Index, representing about 7% of the
Russell 3000's total market capitalization. Please note that indices do
not take into account any fees and expenses of investing in the individual
securities they track, and that individuals cannot invest directly in any
index. Further information regarding the Funds' performance is presented
in their annual report to shareholders, which is available without charge
by calling 800-877-9700.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS
ENDED AUGUST 31, 1996
Neuberger&Berman Since Inception
Equity Trust 1 Year 5 Years 10 Years Inception Date
<S> <C> <C> <C> <C> <C>
FOCUS TRUST 10/19/55

GUARDIAN TRUST 6/1/50

MANHATTAN TRUST 3/1/79#

32
<PAGE>

PARTNERS TRUST 1/20/75#

S&P 500 N/A

GENESIS TRUST 9/27/88

RUSSELL 2000 N/A

</TABLE>

#The dates when N&B Management became investment adviser to the
predecessors of the Sister Funds.

Prior to November 1991, the investment policies of the
predecessor of Neuberger&Berman Focus Trust's Sister Fund required that a
substantial percentage of its assets be invested in the energy field;
accordingly, performance results prior to that time do not necessarily
reflect the level of performance that might have been achieved had the
Fund's current policies been in effect during that period. Had N&B
Management not waived certain fees and reimbursed certain expenses since
August 1993, the total returns of the Funds would have been lower. The
total returns for periods prior to the Funds' inception would have been
lower had they reflected the higher fees of the Funds as compared to those
of the Sister Funds and their predecessors.

The Funds commenced operations in August 1993. The following
table lets you take a closer look at how each Fund and the respective
Sister Fund and its predecessor performed year by year, in terms of an
annual per share total return for each calendar year (ending December 31).
Please note that the previous chart reflects information for periods ended
on the Funds' last fiscal year-end (that is, as of August 31, 1996).

TOTAL RETURN FOR CALENDAR YEARS ENDED DECEMBER 31

Neuberger&Berman
Equity Trust 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FOCUS TRUST +10.1% +0.6% +16.5% +29.8% -5.9% +24.7% +21.1% +19.6% +0.9%

GUARDIAN TRUST +11.9 -1.0 +28.0 +21.5 -4.7 +34.3 +19.0 +13.5 +1.5

MANHATTAN TRUST +16.8 +0.4 +18.3 +29.1 -8.1 +30.9 +17.8 +10.0 -3.4

PARTNERS TRUST +17.3 +4.3 +15.5 +22.8 -5.1 +22.4 +17.5 +15.5 -1.0

33
<PAGE>

S&P 500 +18.6 +5.2 +16.5 +31.6 -3.1 +30.3 +7.6 +10.0 +1.4

GENESIS TRUST N/A N/A N/A +17.3 -16.2 +41.6 +15.6 +14.4 -1.7

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

</TABLE>

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

34
<PAGE>

SPECIAL INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS

The Funds
__________________________________________________________________________

Each Fund is a separate series of the Trust, a Delaware business
trust organized pursuant to a Trust Instrument dated as of May 6, 1993.
The Trust is registered under the Investment Company Act of 1940 (the
"1940 Act") as a diversified, open-end management investment company,
commonly known as a mutual fund. The Trust has six separate series. Each
Fund invests all of its net investable assets in its corresponding
Portfolio, in each case receiving a beneficial interest in that Portfolio.
The trustees of the Trust may establish additional series or classes of
shares without the approval of shareholders. The assets of each series
belong only to that series, and the liabilities of each series are borne
solely by that series and no other.

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

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

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

35
<PAGE>

The Portfolios
__________________________________________________________________________

Each Portfolio is a separate 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 six 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.

FUNDS' INVESTMENTS IN PORTFOLIOS. Each Fund is a "feeder fund"
that seeks to achieve its investment objective by investing all of its net
investable assets in its corresponding Portfolio, which is a "master
fund." The Portfolio, which has the same investment objective, policies,
and limitations as the Fund, in turn invests in securities; its
corresponding Fund thus acquires an indirect interest in those securities.
Historically, N&B Management, which is the administrator of each Fund and
the investment manager of each Portfolio, has sponsored, with
Neuberger&Berman, traditionally structured funds since 1950. However, it
has operated 11 master funds and 18 feeder funds since August 1993 and now
operates 20 master funds and 32 feeder funds. This "master/feeder fund"
structure is depicted in the "Summary" on page 3.

Each Fund's investment in its corresponding Portfolio is in the
form of a non-transferable beneficial interest. Members of the general
public may not purchase a direct interest in a Portfolio. The five Sister
Funds that are series of N&B Equity Funds invest all of their respective
net investable assets in the five Portfolios described herein. Four mutual
funds that are series of Neuberger&Berman Equity Assets ("N&B Equity
Assets") invest all of their respective net investable assets in four
Portfolios of Equity Managers Trust. The shares of each series of N&B
Equity Funds (but not of N&B Equity Assets) are available for purchase by
members of the general public. Each Portfolio may also permit other
investment companies and/or other institutional investors to invest in the
Portfolio. All investors will invest in a Portfolio on the same terms and
conditions as a Fund and will pay a proportionate share of the Portfolio's
expenses. The Trust does not sell its shares directly to members of the
general public. Other investors in a Portfolio (including the series of
N&B Equity Funds and N&B Equity Assets) are not required to sell their
shares at the same public offering price as a Fund, could have a different
administration fee and expenses than a Fund, and (except N&B Equity Funds
and N&B Equity Assets) might charge a sales commission. Therefore, Fund
shareholders may have different returns than shareholders in another
investment company that invests exclusively in the Portfolio. Information
regarding any fund that may invest in a Portfolio in the future will be
available from N&B Management by calling 800-877-9700.

The trustees of the Trust believe that investment in a Portfolio
by a series of N&B Equity Funds or N&B Equity Assets or other potential
investors in addition to a Fund may enable the Portfolio to realize
economies of scale that could reduce its operating expenses, thereby

36
<PAGE>

producing higher returns and benefitting all shareholders. However, a
Fund's investment in its corresponding Portfolio may be affected by the
actions of other large investors in the Portfolio, if any. For example, if
a large investor in a Portfolio (other than a Fund) redeemed its interest
in the Portfolio, the Portfolio's remaining investors (including the Fund)
might, as a result, experience higher pro rata operating expenses, thereby
producing lower returns.

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

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

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

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<PAGE>

SHAREHOLDER SERVICES

How to Buy Shares
__________________________________________________________________________

You can buy and own Fund shares only through an account with an
Institution which provides accounting, recordkeeping, and other services
to investors and which has an administrative services agreement with N&B
Management. N&B Management and the Funds do not recommend, endorse, or
receive payments from any Institution. N&B Management compensates
Institutions for services they provide under an administrative services
agreement. N&B Management does not provide investment advice to any
Institution or its clients or make decisions regarding their investments.

Each Institution will establish its own procedures for the
purchase of Fund shares, including minimum initial and additional
investments for shares of each Fund and the acceptable methods of payment
for shares. Shares are purchased at the next price calculated on a day the
New York Stock Exchange ("NYSE") is open, after a purchase order is
received and accepted by an Institution. Prices for Fund shares are
usually calculated as of 4 p.m. Eastern time. Your Institution may be
closed on days when the NYSE is open. As a result, prices for Fund shares
may be significantly affected on days when you have no access to your
Institution to buy shares.

Other Information:

. An Institution must pay for shares it purchases in U.S.
dollars. Each Fund has the right to suspend the offering
of its shares for a period of time.

. Each Fund also has the right to accept or reject a
purchase order in its sole discretion, including certain
purchase orders using an exchange of shares. See
"Shareholder Services--Exchanging Shares."

. The Funds will not issue a certificate for your shares.

How to Sell Shares
__________________________________________________________________________

You can sell (redeem) all or some of your Fund shares only
through an account with an Institution. Each Institution will establish
its own procedures for the sale of Fund shares. Shares are sold at the
next price calculated on a day the NYSE is open, after a sales order is
received and accepted by an Institution. Prices for Fund shares are
usually calculated as of 4 p.m. Eastern time. Your Institution may be
closed on days when the NYSE is open. As a result, prices for Fund shares
may be significantly affected on days when you have no access to your
Institution to sell shares.

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<PAGE>

Each Fund has reserved the right, if conditions exist which make
cash payments undesirable, to honor any request for a redemption by making
payments in securities valued in the same way as they would be valued for
purposes of computing that Fund's net asset value per share. If payment is
made in securities, an Institution 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.

Other Information:

. Redemption proceeds will be paid to Institutions as
agreed with each Fund, but in any case within three
business days (under unusual circumstances a Fund may
take longer, as permitted by law).

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

39
<PAGE>

Exchanging Shares
__________________________________________________________________________

Through an account with an Institution, you may be able to
exchange shares of a Fund for shares of another Neuberger&Berman
Fund.(REGISTERED) Each Institution will establish its own exchange policy
and procedures for its accounts. Shares are exchanged at the next price
calculated on a day the NYSE is open, after an exchange order is received
and accepted by an Institution.

. Shares can be exchanged only between accounts registered
in the same name, address, and taxpayer ID number of the
Institution.

. An exchange can be made only into a fund whose shares are
eligible for sale in the state where the Institution is
located.

. An exchange may have tax consequences.

. Each Fund may refuse any exchange orders from any
Institution if for any reason they are not deemed to be
in the best interests of the Fund and its shareholders.

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

40
<PAGE>

SHARE PRICES AND NET ASSET VALUE

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

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

41
<PAGE>

DIVIDENDS, OTHER DISTRIBUTIONS,
AND TAXES

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

Distribution Options
__________________________________________________________________________

REINVESTMENT IN SHARES. All dividends and other distributions
paid on shares of a Fund are automatically reinvested in additional shares
of that Fund, unless an Institution elects to receive them in cash.
Dividends and other distributions are reinvested at the Fund's per share
NAV, usually as of the date the dividend or other distribution is payable.

DISTRIBUTIONS IN CASH. An Institution may elect to receive
dividends in cash, with other distributions being reinvested in additional
Fund shares, or to receive all dividends and other distributions in cash.

Taxes
__________________________________________________________________________

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

An investment has certain tax consequences, depending on the type
of account in which you invest. If you have an account under a qualified
retirement plan or an individual retirement account, taxes are deferred.

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

42
<PAGE>

For federal income tax purposes, dividends and distributions of
net short-term capital gain and net gains from certain foreign currency
transactions are taxed as ordinary income. Distributions of net capital
gain (the excess of net long-term capital gain over net short-term capital
loss), when designated as such, are generally taxed as long-term capital
gain, no matter how long you have owned your shares. Distributions of net
capital gain may include gains from the sale of portfolio securities that
appreciated in value before you bought your shares. Every January, each
Fund will send each Institution that is a shareholder therein a statement
showing the amount of distributions paid in the previous year.

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

When an Institution sells shares, it will receive a confirmation
statement showing the number of shares sold and the price. Every January,
Institutions will also receive a consolidated transaction statement for
the previous year.

Each Institution annually will send investors in its accounts
statements showing distribution and transaction information for the
previous year.

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

43
<PAGE>

MANAGEMENT AND ADMINISTRATION

Trustees and Officers
__________________________________________________________________________

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

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

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

As sub-adviser, Neuberger&Berman furnishes N&B Management with
investment recommendations and research without added cost to the
Portfolios. Neuberger&Berman is a member firm of the NYSE and other
principal exchanges and acts as the Portfolios' principal broker in the
purchase and sale of their securities. Neuberger&Berman and its
affiliates, including N&B Management, manage securities accounts that had
approximately $____ billion of assets as of September 30, 1996. All of the
voting stock of N&B Management is owned by individuals who are general
partners of Neuberger&Berman.

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

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

44
<PAGE>

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

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

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

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

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

The partners and employees of Neuberger&Berman and officers and

45
<PAGE>

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

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

Expenses
__________________________________________________________________________

N&B Management provides investment management services to each
Portfolio that include, among other things, making and implementing
investment decisions and providing facilities and personnel necessary to
operate the Portfolio. N&B Management provides administrative services to
each Fund that include furnishing similar facilities and personnel for the
Fund and performing accounting, recordkeeping, and other services for
Institutions and their accounts. For such administrative services, each
Fund pays N&B Management a fee at the annual rate of 0.40% of that Fund's
average daily net assets. With a Fund's consent, N&B Management may
subcontract to third parties, including Institutions, some of its
responsibilities to that Fund under the administration services agreement
and may compensate third parties that provide such services. For
investment management services, each Portfolio (except Neuberger&Berman
Genesis Portfolio) pays N&B Management a fee at the annual rate of 0.55%
of the first $250 million of that Portfolio's average daily net assets,
0.525% of the next $250 million, 0.50% of the next $250 million, 0.475% of
the next $250 million, 0.45% of the next $500 million, and 0.425% of
average daily net assets in excess of $1.5 billion. Neuberger&Berman
Genesis Portfolio pays N&B Management a fee for investment management
services at the annual rate of 0.85% of the first $250 million of that
Portfolio's average daily net assets, 0.80% of the next $250 million,
0.75% of the next $250 million, 0.70% of the next $250 million, and 0.65%
of average daily net assets in excess of $1 billion.

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

Neuberger&Berman Focus Trust
Neuberger&Berman Genesis Trust
Neuberger&Berman Guardian Trust
Neuberger&Berman Manhattan Trust
Neuberger&Berman Partners Trust

See "Expense Information--Annual Fund Operating Expenses" for

46
<PAGE>

anticipated fees for the current fiscal year.

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

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

Neuberger&Berman Focus Trust
Neuberger&Berman Genesis Trust
Neuberger&Berman Guardian Trust
Neuberger&Berman Manhattan Trust
Neuberger&Berman Partners Trust

N&B Management has voluntarily undertaken to reimburse each Fund
for its Operating Expenses and its pro rata share of its corresponding
Portfolio's Operating Expenses so that each Fund's expense ratio per annum
will not exceed the expense ratio per annum of its Sister Fund by more
than 0.10% of the Fund's average daily net assets. A Fund's per annum
"expense ratio" is the sum of the Fund's Total Operating Expenses and its
pro rata share of its corresponding Portfolio's Total Operating Expenses,
divided by that Fund's average daily net assets for the year. N&B
Management may terminate this undertaking to any Fund by giving at least
60 days' prior written notice to the Fund. The expense ratios of the
Sister Funds of Neuberger&Berman Focus Trust, Neuberger&Berman Genesis
Trust, Neuberger&Berman Guardian Trust, Neuberger&Berman Manhattan Trust
and Neuberger&Berman Partners Trust are anticipated to be, respectively,
____%, ____%, ____%, ____%, and ____% per annum of such Sister Fund's
average daily net assets. Based on those expectations, the expense ratios
for Neuberger&Berman Focus Trust, Neuberger&Berman Genesis Trust,
Neuberger&Berman Guardian Trust, Neuberger&Berman Manhattan Trust and
Neuberger&Berman Partners Trust are not anticipated to exceed ____%,
____%, ____%, ____%, and ____% per annum, respectively. The above ratios
reflect N&B Management's voluntary agreement to waive a portion of the
management fee borne directly by Neuberger&Berman Genesis Portfolio and
indirectly by Neuberger&Berman Genesis Trust to reduce that fee by 0.10%
per annum of the average daily net assets of Neuberger&Berman Genesis
Portfolio. The effect of reimbursement or a waiver by N&B Management is to
reduce a Fund's expenses and thereby increase its total return.

47
<PAGE>

Transfer Agent
__________________________________________________________________________

The Funds' transfer agent is State Street Bank and Trust Company
("State Street"). State Street administers purchases, redemptions, and
transfers of Fund shares with respect to Institutions and the payment of
dividends and other distributions to Institutions. All correspondence
should be addressed to the Neuberger&Berman Funds, Institutional Services,
605 Third Avenue, 2nd Floor, New York, NY 10158-0180.

48
<PAGE>

DESCRIPTION OF INVESTMENTS

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

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

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

FOREIGN SECURITIES. Foreign securities are those of issuers
organized and doing business principally outside the U.S., including
non-U.S. governments, their agencies, and instrumentalities. Each
Portfolio may invest up to 10% of the value of its total assets in foreign
securities. The 10% limitation does not apply to foreign securities that
are denominated in U.S. dollars, including American Depositary Receipts
("ADRs"). Foreign securities (including those denominated in U.S. dollars
and ADRs) are affected by political and economic developments in foreign
countries. Foreign companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may be
less public information about their operations. In addition, foreign
markets may be less liquid and more volatile than U.S. markets and may
offer less protection to investors. Investments in foreign securities that
are not denominated in U.S. dollars (including those made through ADRs)
may be subject to special risks, such as governmental regulation of

49
<PAGE>

foreign exchange transactions and changes in rates of exchange with the
U.S. dollar, irrespective of the performance of the underlying investment.

COVERED CALL OPTIONS. Each Portfolio may try to reduce the risk
of securities price changes (hedge) or generate income by writing
(selling) covered call options against securities held in its portfolio
having a market value not exceeding 10% of its net assets and may purchase
call options in related closing transactions. The purchaser of a call
option acquires the right to buy a portfolio security at a fixed price
during a specified period. The maximum price the seller may realize on the
security during the option period is the fixed price; the seller continues
to bear the risk of a decline in the security's price, although this risk
is reduced by the premium received for the option.

The primary risks in using call options are (1) possible lack of
a liquid secondary market for options and the resulting inability to close
out options when desired; (2) the fact that use of options is a highly
specialized activity that involves skills, techniques, and risks
(including price volatility and a high degree of leverage) different from
those associated with selection of a Portfolio's securities; (3) the fact
that, although use of these instruments for hedging purposes can reduce
the risk of loss, they also can reduce the opportunity for gain, by
offsetting favorable price movements in underlying investments; and
(4) the possible inability of a Portfolio to sell a security at a time
that would otherwise be favorable for it to do so, or the possible need
for a Portfolio to sell a security at a disadvantageous time, due to its
need to maintain "cover" in connection with its use of these instruments.
Options are considered "derivatives."

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

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

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

50
<PAGE>

equivalents.

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

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

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

51
<PAGE>

USE OF JOINT PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION

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

52
<PAGE>

OTHER INFORMATION

DIRECTORY

Investment Manager, Administrator,
and Distributor
Neuberger&Berman Management Incorporated
605 Third Avenue 2nd Floor
New York, NY 10158-0180

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

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

Address correspondence to:
Neuberger&Berman Funds
Institutional Services
605 Third Avenue
2nd Floor
New York, NY 10158-0180
800-877-9700

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

53
<PAGE>

FUNDS ELIGIBLE FOR EXCHANGE

Equity Trust
Neuberger&Berman Focus Trust
Neuberger&Berman Genesis Trust
Neuberger&Berman Guardian
Trust
Neuberger&Berman Manhattan
Trust
Neuberger&Berman Partners Trust

Income Trust
Neuberger&Berman Ultra Short
Bond Trust
Neuberger&Berman Limited
Maturity Bond Trust

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

(COPYRIGHT) 1996 Neuberger&Berman Management Inc.

54
<PAGE>

_________________________________________________________________

NEUBERGER & BERMAN EQUITY TRUST AND PORTFOLIOS

STATEMENT OF ADDITIONAL INFORMATION

DATED DECEMBER 6, 1996

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

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

Neuberger & Berman
Partners Trust
(and Neuberger & Berman Partners Portfolio)

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

_________________________________________________________________

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

AN INVESTOR CAN BUY, OWN, AND SELL FUND SHARES ONLY
THROUGH AN ACCOUNT WITH A BROKER-DEALER, PENSION PLAN ADMINISTRATOR, OR
OTHER INSTITUTION (EACH AN "INSTITUTION") THAT PROVIDES ACCOUNTING,
RECORDKEEPING, AND OTHER SERVICES TO INVESTORS AND THAT HAS AN
ADMINISTRATIVE SERVICES AGREEMENT WITH NEUBERGER & BERMAN MANAGEMENT
INCORPORATED ("N&B MANAGEMENT").

The Funds' Prospectus provides basic information that an
investor should know before investing. A copy of the Prospectus may be
obtained, without charge, from Neuberger & Berman Management Incorporated,
Institutional Services, 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.
<PAGE>

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

TABLE OF CONTENTS

Page
----

INVESTMENT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 1
Investment Policies and Limitations . . . . . . . . . . . . 1
Mark R. Goldstein, Portfolio Manager of Neuberger &
Berman Manhattan Portfolio . . . . . . . . . . . . . 6
Judith M. Vale, Portfolio Manager of Neuberger & Berman
Genesis Portfolio . . . . . . . . . . . . . . . . . 6
Kent C. Simons, Lawrence Marx III, and Kevin L. Risen,
Portfolio Co-Managers of Neuberger & Berman Focus
and Neuberger & Berman Guardian Portfolios . . . . . 9
Michael M. Kassen and Robert I. Gendelman, Portfolio Co-
Managers of Neuberger & Berman Partners Portfolio . 10
Additional Investment Information . . . . . . . . . . . . . 11
Neuberger & Berman Focus Portfolio - Description of
Economic Sectors. . . . . . . . . . . . . . . . . . 22

PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 26
Total Return Computations . . . . . . . . . . . . . . . . . 26
Comparative Information . . . . . . . . . . . . . . . . . . 27
Other Performance Information . . . . . . . . . . . . . . . 29

CERTAIN RISK CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . 30

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . 30

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES . . . . . . . . . . 36
Investment Manager and Administrator . . . . . . . . . . . . 37
Sub-Adviser . . . . . . . . . . . . . . . . . . . . . . . . 39
Investment Companies Managed . . . . . . . . . . . . . . . . 40
Management and Control of N&B Management . . . . . . . . . . 44

DISTRIBUTION ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . 45

ADDITIONAL EXCHANGE INFORMATION . . . . . . . . . . . . . . . . . . . 46

ADDITIONAL REDEMPTION INFORMATION . . . . . . . . . . . . . . . . . . 47

DIVIDENDS AND OTHER DISTRIBUTIONS . . . . . . . . . . . . . . . . . . 47

ADDITIONAL TAX INFORMATION . . . . . . . . . . . . . . . . . . . . . 48
Taxation of the Funds . . . . . . . . . . . . . . . . . . . 48
Taxation of the Portfolios . . . . . . . . . . . . . . . . . 49
Taxation of the Funds' Shareholders . . . . . . . . . . . . 52

PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . 52
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . 59

REPORTS TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . 59

- i -
<PAGE>

Page

ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

CUSTODIAN AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . 60

INDEPENDENT AUDITORS/ACCOUNTANTS . . . . . . . . . . . . . . . . . . 60

LEGAL COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES . . . . . . . . . 60

REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . 64

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 65

Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER . . . . . . 66

Appendix B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
PERFORMANCE DATA . . . . . . . . . . . . . . . . . . . . . . 69

Appendix C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
THE ART OF INVESTMENT: A CONVERSATION WITH ROY NEUBERGER . 70

- ii -
<PAGE>

INVESTMENT INFORMATION

Each Fund is a separate series of Neuberger & Berman
Equity Trust ("Trust"), a Delaware business trust that is registered with
the Securities and Exchange Commission ("SEC") as an open-end management
investment company. Each Fund seeks its investment objective by investing
all of its net investable assets in a Portfolio of Equity Managers Trust
("Managers Trust") that has an investment objective identical to, and a
name similar to, that of the Fund. Each Portfolio, in turn, invests in
securities in accordance with an investment objective, policies, and
limitations identical to those of its corresponding Fund. (The Trust and
Managers Trust, which is an open-end management investment company managed
by N&B Management, are together referred to below as the "Trusts.")
Prior to January 1, 1995, the names of Neuberger & Berman Focus Trust and
Neuberger & Berman Focus Portfolio were Neuberger & Berman Selected
Sectors Trust and Neuberger & Berman Selected Sectors Portfolio,
respectively.

The following information supplements the discussion in
the Prospectus of the investment objective, policies, and limitations of
each Fund and Portfolio. The investment objective and, unless otherwise
specified, the investment policies and limitations of each Fund and
Portfolio are not fundamental. Although any investment policy or
limitation that is not fundamental may be changed by the trustees of the
Trust ("Fund Trustees") or of Managers Trust ("Portfolio Trustees")
without shareholder approval, each Fund intends to notify its shareholders
before changing its investment objective or implementing any material
change in any non-fundamental policy or limitation. The fundamental
investment policies and limitations of a Fund or a Portfolio may not be
changed without the approval of the lesser of (1) 67% of the total units
of beneficial interest ("shares") of the Fund or Portfolio represented at
a meeting at which more than 50% of the outstanding Fund or Portfolio
shares are represented or (2) a majority of the outstanding shares of the
Fund or Portfolio. This vote is required by the Investment Company Act of
1940 ("1940 Act") and is referred to in this SAI as a "1940 Act majority
vote." Whenever a Fund is called upon to vote on a change in a
fundamental investment policy or limitation of its corresponding
Portfolio, the Fund casts its votes thereon in proportion to the votes of
its shareholders at a meeting thereof called for that purpose.

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

Each Fund has the following fundamental investment
policy, to enable it to invest in its corresponding Portfolio:

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

- 1 -
<PAGE>

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

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

The Portfolios' fundamental investment policies and
limitations are as follows:

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

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

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

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

5. Lending. No Portfolio may lend any security or
make any other loan if, as a result, more than 33-1/3% of its total assets

- 2 -
<PAGE>

(taken at current value) would be lent to other parties, except, in
accordance with its investment objective, policies, and limitations, (i)
through the purchase of a portion of an issue of debt securities or (ii)
by engaging in repurchase agreements.

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

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

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

The following non-fundamental investment policies and
limitations apply to all Portfolios:

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

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

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

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

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

- 3 -
<PAGE>

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

7. Unseasoned Issuers. No Portfolio may purchase
the securities of any issuer (other than securities issued or guaranteed
by domestic or foreign governments or political subdivisions thereof) if,
as a result, more than 5% of the Portfolio's total assets would be
invested in the securities of business enterprises that, including
predecessors, have a record of less than three years of continuous
operation. For purposes of this limitation, pass-through entities and
other special purpose vehicles or pools of financial assets are not
considered to be business enterprises.

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

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

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

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

12. Real Estate. No Portfolio may purchase or sell real
property (including partnership or similar interests in real estate
limited partnerships, but excluding readily marketable interests in real
estate investment trusts and readily marketable securities of companies
that invest in real estate); provided that no Portfolio may purchase any

- 4 -
<PAGE>

security if, as a result, more than 10% of its total assets would be
invested in securities of real estate investment trusts.

In addition to the foregoing non-fundamental investment
policies and limitations, which apply to each Portfolio, the following
non-fundamental investment policies and limitations apply to the indicated
Portfolios:

13. Investments in Any One Issuer (Neuberger & Berman
Genesis, Neuberger & Berman Focus, and Neuberger & Berman Guardian
Portfolios). None of these Portfolios may purchase the securities of any
one issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities) if, as a result,
more than 5% of the Portfolio's total assets would be invested in the
securities of that issuer.

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

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

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

Each Portfolio, as an operating policy, does not intend
to invest in futures contracts and options thereon during the coming year.

- 5 -
<PAGE>

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

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

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

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

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

"Many people think that small capitalization stock funds
are predominantly invested in high-risk companies. That is not
necessarily the case. Neuberger & Berman Genesis Portfolio looks for the
same fundamentals in small capitalization stocks as our other funds look
for in stocks of larger companies. We stick to the areas we understand.
I'm looking for the most persistent earnings growth at the lowest
multiple." Ms. Vale looks for well-established companies with

- 6 -
<PAGE>

entrepreneurial management and sound finances. She also looks for
catalysts to exposing value, such as management changes and new product
lines. Often, these are firms that have suffered temporary setbacks or
undergone a restructuring.

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

An Interview with Judith Vale

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

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

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

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

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

- 7 -
<PAGE>

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

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

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

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

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

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

- 8 -
<PAGE>

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

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

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

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

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

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

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<PAGE>

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

Neuberger & Berman Guardian Portfolio subscribes to the
same stock-picking philosophy followed since 1950, when Roy R. Neuberger
founded the predecessor of Neuberger & Berman Guardian Fund, which, like
Neuberger & Berman Guardian Trust, invests all its net investable assets
in Neuberger & Berman Guardian Portfolio.

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

Mr. Simons, Mr. Marx and Mr. Risen place a high premium
on being knowledgeable about the companies whose stocks they buy. That
knowledge is important, because sometimes it takes courage to buy stocks
that the rest of the market has forsaken. Says Mr. Marx, "We're usually
early in and early out. We'd rather buy an undervalued stock because we
expect it to become fairly valued than buy one fairly valued and hope it
becomes overvalued. We like a stock 'under a rock' or with a cloud over
it; you are not going to get great companies at great valuations when the
market perception is great."

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

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

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

"Our investors seek consistent performance and have a
moderate risk tolerance. They do know, however, that stock investments

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<PAGE>

can provide the long-term upside potential essential to meeting their
long-term investment goals, particularly a comfortable retirement and
planning for a college education."

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

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

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

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

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

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

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

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

- 11 -
<PAGE>

(1) the underlying securities are of the type that the Portfolio's
investment policies and limitations would allow it to purchase directly,
(2) the market value of the underlying securities, including accrued
interest, at all times equals or exceeds the repurchase price, and
(3) payment for the underlying securities is made only upon satisfactory
evidence that the securities are being held for the Portfolio's account by
its custodian or a bank acting as the Portfolio's agent.

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

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

Where registration is required, a Portfolio may be
obligated to pay all or part of the registration expenses, and a
considerable period may elapse between the decision to sell and the time

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<PAGE>

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

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

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

Each Portfolio also may invest in equity, debt, or other
income-producing securities that are denominated in or indexed to foreign
currencies, including (1) common and preferred stocks, (2) CDs, commercial
paper, fixed time deposits, and bankers' acceptances issued by foreign
banks, (3) obligations of other corporations, and (4) obligations of
foreign governments or their subdivisions, agencies, and instrumentali-
ties, international agencies, and supranational entities. Investing in
foreign currency denominated securities includes the special risks asso-

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<PAGE>

ciated with investing in non-U.S. issuers described in the preceding
paragraph and the additional risks of (1) adverse changes in foreign
exchange rates, (2) nationalization, expropriation, or confiscatory taxa-
tion, and (3) adverse changes in investment or exchange control
regulations (which could prevent cash from being brought back to the
United States). Additionally, dividends and interest payable on foreign
securities may be subject to foreign taxes, including taxes withheld from
those payments. Commissions on foreign securities exchanges are often at
fixed rates and are generally higher than negotiated commissions on U.S.
exchanges, although the Portfolios endeavor to achieve the most favorable
net results on portfolio transactions. Each Portfolio may invest only in
securities of issuers in countries whose governments are considered stable
by N&B Management.

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

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

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

In order to limit the risk inherent in investing in
foreign currency denominated securities, a Portfolio may not purchase any
such security if, after such purchase, more than 10% of its total assets

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<PAGE>

(taken at market value) would be invested in foreign currency denominated
securities. Within that limitation, however, no Portfolio is restricted
in the amount it may invest in securities denominated in any one foreign
currency.

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

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

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

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

When a Portfolio purchases a call option, it pays a
premium for the right to purchase a security from the writer at a
specified price until a specified date. A Portfolio would purchase a call
option to offset a previously written call option.

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

- 15 -
<PAGE>

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

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

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

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

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<PAGE>

any trades thereof on that day, the mean between the closing bid and asked
prices.

Closing transactions are effected in order to realize a
profit on an outstanding option, to prevent an underlying security from
being called, or to permit the sale or the put of the underlying security.
If any Portfolio desires to sell a security on which it has written a call
option, it will seek to effect a closing transaction prior to, or
concurrently with, the sale of the security. There is, of course, no
assurance that a Portfolio will be able to effect closing transactions at
favorable prices. If a Portfolio cannot enter into such a transaction, it
may be required to hold a security that it might otherwise have sold, in
which case it would continue to be at market risk on the security.

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

A Portfolio pays brokerage commissions in connection with
purchasing or writing options, including those used to close out existing
positions. These brokerage commissions normally are higher than those
applicable to purchases and sales of portfolio securities.

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

N&B Management believes that the use of foreign currency
hedging techniques, including "proxy-hedges," can help protect against
declines in the U.S. dollar value of income available for distribution and
declines in a Portfolio's NAV resulting from adverse changes in currency

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<PAGE>

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

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

General Risks of Options and Forward Contracts
(collectively, "Hedging Instruments") (All Portfolios).

The primary risks in using Hedging Instruments are
(1) imperfect correlation or no correlation between changes in market
value of the securities or currency held or to be acquired by a Portfolio
and changes in market value of 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

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<PAGE>

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

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

Cover for Hedging Instruments (All Portfolios). Each
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 in the prescribed amount. Securities held in a
segregated account cannot be sold while the option or forward strategy
covered by those securities is outstanding, unless they are replaced with
other suitable assets. As a result, segregation of a large percentage of
a Portfolio's assets could impede portfolio management or the Portfolio's
ability to meet current obligations. A Portfolio may be unable promptly
to dispose of assets which cover, or are segregated with respect to, an
illiquid option or forward position; this inability may result in a loss
to the Portfolio.

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

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<PAGE>

("Comparable Unrated Securities"). In addition, Neuberger & Berman
Partners Portfolio may invest up to 15% of its net assets in corporate
debt securities rated below investment grade or Comparable Unrated
Securities.

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

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

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

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

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<PAGE>

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

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

The discount on zero coupon securities ("original issue
discount") is taken into account by the Portfolio prior to the receipt of
any actual payments. Because Neuberger & Berman Partners Trust must
distribute substantially all of its net income (including its pro rata
share of the Portfolio's original issue discount) to its shareholders each
year for income and excise tax purposes (see "Additional Tax Information -
- Taxation of the Funds"), the Portfolio may have to dispose of portfolio
securities under disadvantageous circumstances to generate cash, or may be
required to borrow, to satisfy the corresponding Fund's distribution
requirements.

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

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

Convertible securities are typically issued by smaller
capitalization companies whose stock prices may be volatile. The price of

- 21 -
<PAGE>

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

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

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

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

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

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

(3) Defense and Aerospace Sector: Companies engaged in re-
search, manufacture, or sale of products or services related to the
defense or aerospace industries, including air transport; data processing

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<PAGE>

or computer-related services; communications systems; military weapons or
transportation; general aviation equipment, missiles, space launch
vehicles, or spacecraft; machinery for guidance, propulsion, or control of
flight vehicles; and airborne or ground-based equipment essential to the
test, operation, or maintenance of flight vehicles. Because these
companies rely largely on U.S. (and foreign) governmental demand for their
products and services, their financial conditions are heavily influenced
by defense spending policies.

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

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

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

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

- 23 -
<PAGE>

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

(9) Media and Entertainment Sector: Companies engaged in
design, production, or distribution of goods or services for the media
industries (including television or radio broadcasting or manufacturing,
publishing, recordings and musical instruments, motion pictures, and
photography) and the entertainment industries (including sports arenas,
amusement and theme parks, gaming casinos, sporting goods, camping and
recreational equipment, toys and games, travel-related services, hotels
and motels, and fast food and other restaurants). Many products produced
by companies in this sector -- for example, video and electronic games --
may become obsolete quickly. Additionally, companies engaged in tele-
vision and radio broadcast are subject to government regulation.

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

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

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

(13) Utilities Sector: Companies in the public utilities
industry and companies that derive a substantial majority of their
revenues through supplying public utilities (including companies engaged
in the manufacture, production, generation, transmission, or sale of gas
and electric energy) and that provide telephone, telegraph, satellite,

- 24 -
<PAGE>

microwave, and other communication facilities to the public. The gas and
electric public utilities industries are subject to various uncertainties,
including the outcome of political issues concerning the environment,
prices of fuel for electric generation, availability of natural gas, and
risks associated with the construction and operation of nuclear power
facilities.

PERFORMANCE INFORMATION

Each Fund's performance figures are based on historical
results and are not intended to indicate future performance. The share
price and total return of each Fund will vary, and an investment in a
Fund, when redeemed, may be worth more or less than an investor's original
cost.

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

Each Fund may advertise certain total return information.
An average annual compounded rate of return ("T") may be computed by using
the redeemable value at the end of a specified period ("ERV") of a
hypothetical initial investment of $1,000 ("P") over a period of time
("n") according to the formula:

P(1+T)n = ERV

Average annual total return smooths out year-to-year
variations in performance and, in that respect, differs from actual year-
to-year results.

Although none of the Funds commenced operations until
August 1993, each Fund's investment objective, policies, and limitations
are the same as those of another mutual fund administered by N&B Manage-
ment, which has a name similar to the Fund's and invests in the same
Portfolio ("Sister Fund"). Each Sister Fund had a predecessor. The
following total return data is for each Fund since its inception and, for
periods prior to each Fund's inception, its Sister Fund and that Sister
Fund's predecessor. The total returns for periods prior to the Funds'
inception would have been lower had they reflected the higher fees of the
Funds, as compared to those of the Sister Funds and their predecessors.
Appendix B to this SAI includes additional performance data.

The average annual total returns for Neuberger & Berman
Manhattan Trust, its Sister Fund, and that Sister Fund's predecessor for
the one-, five-, and ten-year periods ended August 31, 1996, were _____%,
_____%, and _____% respectively. If an investor had invested $10,000 in
that predecessor's shares on March 1, 1979 and had reinvested all
distributions and income dividends, the NAV of that investor's holdings
would have been $_______ on August 31, 1996.

- 25 -
<PAGE>

The average annual total returns for Neuberger & Berman
Genesis Trust, its Sister Fund, and that Sister Fund's predecessor for the
one- and five-year periods ended August 31, 1996, and for the period from
September 27, 1988 (commencement of operations), through August 31, 1996,
were _____%, _____%, and _____%, respectively. If an investor had
invested $10,000 in that predecessor's shares on September 27, 1988 and
had reinvested all distributions and income dividends, the NAV of that
investor's holdings would have been $______ on August 31, 1996.

The average annual total returns for Neuberger & Berman
Focus Trust, its Sister Fund, and that Sister Fund's predecessor for the
one-, five-, and ten-year periods ended August 31, 1996, were _____%,
_____%, and _____%, respectively. If an investor had invested $10,000 in
that predecessor's shares on October 19, 1955 and had reinvested all
distributions and income dividends, the NAV of that investor's holdings
would have been $_______ on August 31, 1996.

The average annual total returns for Neuberger & Berman
Guardian Trust, its Sister Fund, and that Sister Fund's predecessor for
the one-, five-, and ten-year periods ended August 31, 1996, were _____%,
_____%, and _____%, respectively. If an investor had invested $10,000 in
that predecessor's shares on June 1, 1950 and had reinvested all
distributions and income dividends, the NAV of that investor's holdings
would have been $_________ on August 31, 1996.

The average annual total returns for Neuberger & Berman
Partners Trust, its Sister Fund, and that Sister Fund's predecessor for
the one-, five-, and ten-year periods ended August 31, 1996, were _____%,
_____%, and _____%, respectively. If an investor had invested $10,000 in
that predecessor's shares on January 20, 1975 and had reinvested all
distributions and income dividends, the NAV of that investor's holdings
would have been $_______ on August 31, 1996.

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

Prior to January 5, 1989, the investment policies of the
predecessor of Neuberger & Berman Focus Trust's Sister Fund required that
at least 80% of its investments normally be in energy-related investments;
prior to November 1, 1991, those investment policies required that at
least 25% of its investments normally be in the energy sector. Neuberger
& Berman Focus Trust may be required, under applicable law, to include
information reflecting the Sister Fund's predecessor's performance and
expenses for periods before November 1, 1991, in its advertisements, sales
literature, financial statements, and other documents filed with the SEC
and/or provided to current and prospective shareholders. Investors should

- 26 -
<PAGE>

be aware that such information may not accurately reflect the level of
performance and expenses that would have been experienced had the Sister
Fund's predecessor been operating under the Fund's current investment
policies.

From time to time each Fund's performance may be compared
with:

(1) data (that may be expressed as rankings or
ratings) published by independent services or
publications (including newspapers, newsletters, and
financial periodicals) that monitor the performance of
mutual funds, such as Lipper Analytical Services, Inc.,
C.D.A. Investment Technologies, Inc., Wiesenberger
Investment Companies Service, Investment Company Data
Inc., Morningstar, Inc., Micropal Incorporated, and
quarterly mutual fund rankings by Money, Fortune, Forbes,
Business Week, Personal Investor, and U.S. News & World
Report magazines, The Wall Street Journal, New York
Times, Kiplingers Personal Finance, and Barron's News-
paper, or

(2) recognized stock and other indices, such as
the S&P 500 Composite Stock Price Index ("S&P 500
Index"), S&P Small Cap 600 Index ("S&P 600 Index"), S&P
Mid Cap 400 Index ("S&P 400 Index"), Russell 2000 Stock
Index, Dow Jones Industrial Average ("DJIA"), Wilshire
1750, Nasdaq Composite Index, Value Line Index, U.S.
Department of Labor Consumer Price Index ("Consumer Price
Index"), College Board Survey of Colleges Annual
Increases of College Costs, Kanon Bloch's Family
Performance Index, the Barra Growth Index, the Barra
Value Index, 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 $27
million to $880 million, with an average of $302 million.
The S&P 400 Index measures mid-sized companies with an
average market capitalization of $1.2 billion. Each
assumes reinvestment of distributions and is calculated
without regard to tax consequences or the costs of
investing. Each Portfolio may invest in different types
of securities from those included in some of the above
indices.

Evaluations of the Funds' performance, their total
returns, and comparisons may be used in advertisements and in information
furnished to current and prospective shareholders (collectively,
"Advertisements"). The Funds may also be compared to individual asset
classes such as common stocks, small-cap stocks, or Treasury bonds, based
on information supplied by Ibbotson and Sinquefield.

- 27 -
<PAGE>

Other Performance Information
-----------------------------

From time to time, information about a Portfolio's
portfolio allocation and holdings as of a particular date may be included
in Advertisements for the corresponding Fund. This information, for
example, may include the Portfolio's portfolio diversification by asset
type. 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
(3) financially supporting aging parents.

N&B Management believes that many of its common stock
funds may be attractive investment vehicles for conservative investors who
are interested in long-term appreciation from stock investments, but who
have a moderate tolerance for risk. Such investors may include, for
example, individuals (1) planning for or facing retirement, (2) receiving
or expecting to receive lump-sum distributions from individual retirement
accounts ("IRAs"), self-employed individual retirement plans ("Keogh
plans"), or other retirement plans, (3) anticipating rollovers of CDs or
IRAs, Keogh plans, or other retirement plans, and (4) receiving a
significant amount of money as a result of inheritance, sale of a
business, or termination of employment.

Investors who may find Neuberger & Berman Partners Trust,
Neuberger & Berman Guardian Trust or Neuberger & Berman Focus Trust to be
an attractive investment vehicle also include parents saving to meet
college costs for their children. For instance, the cost of a college
education is rapidly approaching the cost of the average family home.
Four years' tuition, room and board at a top private institution can
already cost over $80,000. If college expenses continue to increase at
current rates, by the time today's pre-schooler enters the ivy-covered
halls in 2009, four years at a private college may easily cost
$200,000!*/

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.)

From time to time the investment philosophy of N&B Man-
agement's founder, Roy R. Neuberger, may be included in the Funds'
Advertisements. This philosophy is described in further detail in "The

*/ Source: College Board, 1994, 1995 Annual Survey of Colleges,
Princeton, NJ, assuming an average 6% increase in annual expenses.

- 28 -
<PAGE>

Art of Investing: A Conversation with Roy Neuberger," attached as
Appendix C to this SAI.

CERTAIN RISK CONSIDERATIONS

Although each Portfolio seeks to reduce risk by investing
in a diversified portfolio, diversification does not eliminate all risk.

TRUSTEES AND OFFICERS

The following table sets forth information concerning the
trustees and officers of the Trusts, including their addresses and
principal business experience during the past five years. Some persons
named as trustees and officers also serve in similar capacities for other
funds, and (where applicable) their corresponding portfolios, administered
or managed by N&B Management and Neuberger & Berman, LLC ("Neuberger &
Berman").

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

Faith Colish (61) Trustee of each Trust Attorney at Law, Faith Colish, A
63 Wall Street Professional Corporation.
24th Floor
New York, NY 10005

Donald M. Cox (74) Trustee of each Trust Retired. Formerly Senior Vice President
435 East 52nd Street and Director of Exxon Corporation; Director
New York, NY 10022 of Emigrant Savings Bank.

Stanley Egener* (62) Chairman of the Board, Chief Partner of Neuberger & Berman; President
Executive Officer, and Trustee and Director of N&B Management; Chairman of
of each Trust the Board, Chief Executive Officer and
Trustee of eight other mutual funds for
which N&B Management acts as investment
manager or administrator.

- 29 -
<PAGE>

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

Alan R. Gruber (69) Trustee of each Trust Chairman and Chief Executive Officer of
Orion Capital Corporation Orion Capital Corporation (property and
600 Fifth Avenue casualty insurance); Director of Trenwick
24th Floor Group, Inc. (property and casualty
New York, NY 10020 reinsurance); Chairman of the Board and
Director of Guaranty National Corporation
(property and casualty insurance); formerly
Director of Ketema, Inc. (diversified
manufac-turer).

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

Edward I. O'Brien* (68) Trustee of each Trust Until 1993, President of the Securities
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. (68) Trustee of each Trust President of SOBRO (South Bronx Overall
90 Riverside Drive Economic Development Corporation).
Apartment 1B
New York, NY 10024

John P. Rosenthal (63) Trustee of each Trust Senior Vice President of Burnham Securities
Burnham Securities Inc. Inc. (a registered broker-dealer) since
Burnham Asset Management Corp. 1991; formerly Partner of Silberberg,
1325 Avenue of the Americas Rosenthal & Co. (member of National Asso-
17th Floor ciation of Securities Dealers, Inc.);
New York, NY 10019 Director, Cancer Treatment Holdings, Inc.

- 30 -
<PAGE>

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

Cornelius T. Ryan (65) Trustee of each Trust General Partner of Oxford Partners and
Oxford Bioscience Partners Oxford Bioscience Partners (venture capital
315 Post Road West partnerships) and President of Oxford Ven-
Westport, CT 06880 ture Corporation; Director of Capital Cash
Management Trust (money market fund) and
Prime Cash Fund.

Gustave H. Shubert (67) Trustee of each Trust Senior Fellow/Corporate Advisor and
13838 Sunset Boulevard Advisory Trustee of Rand (a non-profit
Pacific Palisades, CA 90272 public interest research institution) since
1989; Honorary Member of the Board of Over-
seers of the Institute for Civil Justice,
the Policy Advisory Committee of the
Clinical Scholars Program at the University
of California, the American Association for
the Advancement of Science, the Counsel on
Foreign Relations, and the Institute for
Strategic Studies (London); advisor to the
Program Evaluation and Methodology Division
of the U.S. General Accounting Office;
formerly Senior Vice President and Trustee
of Rand.

Lawrence Zicklin* (60) President and Trustee of each Partner of Neuberger & Berman; Director of
Trust N&B Management; President and/or Trustee of
five other mutual funds for which N&B
Management acts as investment manager or
administrator.

Daniel J. Sullivan (56) Vice President of each Trust Senior Vice President of N&B Management
since 1992; prior thereto, Vice President
of N&B Management; Vice President of eight
other mutual funds for which N&B Management
acts as investment manager or
administrator.

- 31 -
<PAGE>

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

Michael J. Weiner (49) Vice President and Principal Senior Vice President and Treasurer of N&B
Financial Officer of each Management since 1992; prior thereto, Vice
Trust President and Treasurer of N&B Management
and Treasurer of certain mutual funds for
which N&B Management acted as investment
adviser; Vice President and Principal
Financial Officer of eight other mutual
funds for which N&B Management acts as
investment manager or administrator.

Claudia A. Brandon (40) Secretary of each Trust Vice President of N&B Management; Secretary
of eight other mutual funds for which N&B
Management acts as investment manager or
administrator.

Richard Russell (49) Treasurer and Principal Ac- Vice President of N&B Management since
counting Officer of each Trust 1993; prior thereto, Assistant Vice
President of N&B Management; Treasurer and
Principal Accounting Officer of eight other
mutual funds for which N&B Management acts
as investment manager or administrator.

Stacy Cooper-Shugrue (33) Assistant Secretary of each Assistant Vice President of N&B Management
Trust since 1993; prior thereto, employee of N&B
Management since 1989; Assistant Secretary
of eight other mutual funds for which N&B
Management acts as investment manager or
administrator.

C. Carl Randolph (59) Assistant Secretary of each Partner of Neuberger & Berman since 1992;
Trust prior thereto, employee of Neuberger &
Berman; Assistant Secretary of eight other
mutual funds for which N&B Management acts
as investment manager or administrator.

- 32 -
<PAGE>

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

Barbara DiGiorgio (37) Assistant Treasurer of each Assistant Vice President of N&B Management
Trust since ____; prior thereto, employee of N&B
Management; Assistant Treasurer of eight
other mutual funds for which N&B Management
acts as investment manager or
administrator.

Celeste Wischerth (35) Assistant Treasurer of each Assistant Vice President of N&B Management
Trust since ____; prior thereto, employee of N&B
Management; Assistant Treasurer of eight
other mutual funds for which N&B Management
acts as investment manager or
administrator.

</TABLE>

____________________

(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 each 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 N&B Management and partners 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 Portfolios and other
funds for which N&B Management serves as investment manager.

The Trust's Trust Instrument and Managers Trust's
Declaration of Trust each provides that it will indemnify its trustees and
officers against liabilities and expenses reasonably incurred in
connection with litigation in which they may be involved because of their
offices with the Trust, unless it is adjudicated that they (a) engaged in

- 33 -
<PAGE>

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.

For the fiscal year ended August 31, 1996, each Fund and
Portfolio paid the following fees and expenses to Fund and Portfolio
Trustees who were not affiliated with N&B Management or Neuberger &
Berman: Neuberger & Berman Manhattan Trust and Portfolio - $_____;
Neuberger & Berman Genesis Trust and Portfolio - $______; Neuberger &
Berman Focus Trust and Portfolio - $______; Neuberger & Berman Guardian
Trust and Portfolio - $______; and Neuberger & Berman Partners Trust and
Portfolio - $_____.

The following table sets forth information concerning the
compensation of the trustees and officers of the Trust. None of the
Neuberger & Berman Funds(REGISTERED TRADEMARK) has any retirement plan for
its trustees or officers.

TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 8-31-96
-----------------------------

Aggregate Total Compensation from Trusts
Name and Position Compensation in the Neuberger & Berman Fund
with the Trust from the Trust Complex Paid to Trustees
----------------- -------------- ------------------------------

Faith Colish $ $
Trustee (5 other investment companies)

Donald M. Cox $ $
Trustee (3 other investment companies)

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<PAGE>

TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 8-31-96
-----------------------------

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

Alan R. Gruber $ $
Trustee (3 other investment companies)

Howard A. Mileaf $ $
Trustee (4 other investment companies)
Edward I. O'Brien Trustee $ $
(3 other investment companies)

John T. Patterson, Jr. $ $
Trustee (4 other investment companies)

John P. Rosenthal $ $
Trustee (4 other investment companies)
Cornelius T. Ryan $ $
Trustee (3 other investment companies)

Gustave H. Shubert $ $
Trustee (3 other investment companies)
Lawrence Zicklin $0 $0
President and Trustee (5 other investment companies)

</TABLE>

At ___________, 1996, the trustees and officers of the
Trusts, as a group, owned beneficially or of record less than 1% of the
outstanding shares of each Fund.

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES

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

Because all of the Funds' net investable assets are
invested in their corresponding Portfolios, the Funds do not need an
investment manager. N&B Management serves as the Portfolios' investment
manager pursuant to a management agreement with Managers Trust, dated as
of August 2, 1993 ("Management Agreement"). The Management Agreement was

- 35 -
<PAGE>

approved for each Portfolio by the Portfolio Trustees, including a
majority of the Portfolio Trustees who were not "interested persons" of
N&B Management or Managers Trust ("Independent Portfolio Trustees"), on
July 15, 1993, and was approved by the holders of the interests in all the
Portfolios on August 2, 1993.

The Management Agreement provides, in substance, that N&B
Management will make and implement investment decisions for the Portfolios
in its discretion and will continuously develop an investment program for
the Portfolios' assets. The Management Agreement permits N&B Management
to effect securities transactions on behalf of each Portfolio through
associated persons of N&B Management. The Management Agreement also
specifically permits N&B Management to compensate, through higher
commissions, brokers and dealers who provide investment research and
analysis to the Portfolios, although N&B Management has no current plans
to do so.

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

N&B Management provides similar facilities, services and
personnel, as well as shareholder accounting, recordkeeping, and other
shareholder services, to each Fund pursuant to an administration agreement
dated August 3, 1993 ("Administration Agreement"). For such
administrative services, each Fund pays N&B Management a fee based on the
Fund's average daily net assets, as described in the Prospectus. N&B
Management enters into administrative services agreements with
Institutions, pursuant to which it compensates such Institutions for
accounting, recordkeeping and other services that they provide to
investors who purchase shares of the Funds.

During the fiscal years ended August 31, 1996, 1995 and
1994, each Fund accrued management and administration fees as follows:
Neuberger & Berman Manhattan Trust - $_______, $202,729, and $49,957;
Neuberger & Berman Genesis Trust - $_______, $274,709, and $14,462;
Neuberger & Berman Focus Trust - $______, $43,330, and $4,624; Neuberger &
Berman Guardian Trust - $_______, $2,417,586, and $142,142; and Neuberger
& Berman Partners Trust - $________, $292,161, and $17,299, respectively.

N&B Management has voluntarily undertaken until December
31, 1997, to reimburse each Fund for its Operating Expenses and its pro
rata share of its corresponding Portfolio's Operating Expenses so that

- 36 -
<PAGE>

each Fund's expense ratio per annum will not exceed the expense ratio of
its Sister Fund by more than 0.10% of the Fund's average daily net assets.
"Operating Expenses" exclude interest, taxes, brokerage commissions, and
extraordinary expenses. During the period from August 3, 1993
(commencement of operations of each Fund) to December 31, 1994, N&B
Management voluntarily undertook to reimburse each Fund for its Operating
Expenses and its pro rata share of its corresponding Portfolio's Operating
Expenses which, in the aggregate, exceeded the aggregate Operating
Expenses and pro rata share of the corresponding Portfolio's Operating
Expenses of that Fund's Sister Fund. During the fiscal years ended August
31, 1996, 1995 and 1994, N&B Management reimbursed each Fund the following
amounts of expenses under the above arrangements: Neuberger & Berman
Manhattan Trust, $_________, $87,443 and $88,693, respectively; Neuberger
& Berman Genesis Trust, $________, $69,047 and $73,439, respectively;
Neuberger & Berman Focus Trust, $________, $92,687 and $68,286,
respectively; Neuberger & Berman Guardian Trust, $__________, $171,796 and
$116,354, respectively; and Neuberger & Berman Partners Trust,
$__________, $102,400 and $75,492, respectively.

The Management Agreement continues with respect to each
Portfolio for a period of two years after the date the Portfolio became
subject thereto. The Management Agreement is renewable thereafter from
year to year with respect to each Portfolio, so long as its continuance is
approved at least annually (1) by the vote of a majority of the
Independent Portfolio Trustees, cast in person at a meeting called for the
purpose of voting on such approval, and (2) by the vote of a majority of
the Portfolio Trustees or by a 1940 Act majority vote of the outstanding
shares in that Portfolio. The Administration Agreement continues with
respect to each Fund for a period of two years after the date the Fund
became subject thereto. The Administration Agreement is renewable from
year to year with respect to a Fund, so long as its continuance is
approved at least annually (1) by the vote of a majority of the Fund
Trustees who are not "interested persons" of N&B Management or the Trust
("Independent Fund Trustees"), cast in person at a meeting called for the
purpose of voting on such approval, and (2) by the vote of a majority of
the Fund Trustees or by a 1940 Act majority vote of the outstanding shares
in the Fund.

The Management Agreement is terminable, without penalty,
with respect to a Portfolio on 60 days' written notice either by Managers
Trust or by N&B Management. The Administration Agreement is terminable,
without penalty, with respect to a Fund on 60 days' written notice either
by N&B Management or by the Trust if authorized by the Fund Trustees,
including a majority of the Independent Fund Trustees. Each Agreement
terminates automatically if it is assigned.

In addition to the voluntary expense reimbursements
described in the Prospectus under "Management and Administration --
Expenses," N&B Management has agreed in the Management Agreement to
reimburse each Fund's expenses, as follows. If, in any fiscal year, a
Fund's Aggregate Operating Expenses (as defined below) exceed the most
restrictive expense limitation imposed under the securities laws of the

- 37 -
<PAGE>

states in which that Fund's shares are qualified for sale ("State Expense
Limitation"), then N&B Management will pay the Fund the amount of that
excess, less the amount of any reduction of the administration fee payable
by the Fund under a similar State Expense Limitation contained in the
Administration Agreement. N&B Management will have no obligation to pay a
Fund, however, for any expenses that exceed the pro rata portion of the
management fees attributable to that Fund's interest in its corresponding
Portfolio. At the date of this SAI, the most restrictive State Expense
Limitation to which any Fund expects to be subject is 2 1/2% of the first
$30 million of average net assets, 2% of the next $70 million of average
net assets, and 1-1/2% of average net assets over $100 million.

For purposes of the State Expense Limitation, the term
"Aggregate Operating Expenses" means a Fund's operating expenses plus its
pro rata portion of its corresponding Portfolio's operating expenses
(including any fees or expense reimbursements payable to N&B Management
and any compensation payable thereto pursuant to (1) the Administration
Agreement or (2) any other agreement or arrangement with Managers Trust in
regard to the Portfolio; but excluding (with respect to both the Fund and
the Portfolio) interest, taxes, brokerage commissions, litigation and
indemnification expenses, and other extraordinary expenses not incurred in
the ordinary course of business).

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

N&B Management retains Neuberger & Berman, 605 Third
Avenue, New York, NY 10158-3698, as sub-adviser with respect to each
Portfolio pursuant to a sub-advisory agreement dated August 2, 1993 ("Sub-
Advisory Agreement"). The Sub-Advisory Agreement was approved by the
Portfolio Trustees, including a majority of the Independent Portfolio
Trustees, on July 15, 1993 and was approved by the holders of the inter-
ests in the Portfolios on August 2, 1993.

The Sub-Advisory Agreement provides in substance that
Neuberger & Berman will furnish to N&B Management, upon reasonable
request, the same type of investment recommendations and research that
Neuberger & Berman, from time to time, provides to its partners and
employees for use in managing client accounts. In this manner, N&B
Management expects to have available to it, in addition to research from
other professional sources, the capability of the research staff of
Neuberger & Berman. This staff consists of approximately fourteen
investment analysts, each of whom specializes in studying one or more
industries, under the supervision of the Director of Research, who is also
available for consultation with N&B Management. The Sub-Advisory
Agreement provides that N&B Management will pay for the services rendered
by Neuberger & Berman based on the direct and indirect costs to Neuberger
& Berman in connection with those services. Neuberger & Berman also
serves as sub-adviser for all of the other mutual funds managed by N&B
Management.

- 38 -
<PAGE>

The Sub-Advisory Agreement continues with respect to each
Portfolio for a period of two years after the date the Portfolio became
subject thereto 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 each Portfolio by the Portfolio Trustees, by a 1940 Act
majority vote of the outstanding Portfolio shares, by N&B Management, or
by Neuberger & Berman on not less than 30 nor more than 60 days' written
notice. The Sub-Advisory Agreement also terminates automatically with
respect to each Portfolio if it is assigned or if the Management Agreement
terminates with respect to that Portfolio.

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

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

N&B Management currently serves as investment manager of
the following investment companies. As of September 30, 1996, these
companies, along with three other investment companies advised by
Neuberger & Berman, had aggregate net assets of approximately $____
billion, as shown in the following list:

Approximate Net Assets at
September 30,
Name 1996
---- -----------------------

<S> <C>

Neuberger & Berman Cash Reserves Portfolio $
(investment portfolio for Neuberger &
Berman Cash Reserves)

Neuberger & Berman Government Money Portfolio $
(investment portfolio for Neuberger &
Berman Government Money Fund)

- 39 -
<PAGE>

Approximate Net Assets at
September 30,
Name 1996
---- -----------------------

Neuberger & Berman Limited Maturity Bond Portfolio
(investment portfolio for Neuberger & $
Berman Limited Maturity Bond Fund and
Neuberger & Berman Limited Maturity Bond
Trust)

Neuberger & Berman Municipal Money Portfolio $
(investment portfolio for Neuberger &
Berman Municipal Money Fund)

Neuberger & Berman Municipal Securities Portfolio $
(investment portfolio for Neuberger &
Berman Municipal Securities Trust)

Neuberger & Berman New York Insured Intermediate $
Portfolio
(investment portfolio for Neuberger &
Berman New York Insured Intermediate Fund)

Neuberger & Berman Ultra Short Bond Portfolio $
(investment portfolio for Neuberger &
Berman Ultra Short Bond Fund and Neuberger
& Berman Ultra Short Bond Trust)

Neuberger & Berman Focus Portfolio $
(investment portfolio for Neuberger &
Berman Focus Fund, Neuberger & Berman Focus
Trust and Neuberger & Berman Focus Assets)

Neuberger & Berman Genesis Portfolio $
(investment portfolio for Neuberger &
Berman Genesis Fund and Neuberger & Berman
Genesis Trust)

Neuberger & Berman Guardian Portfolio $
(investment portfolio for Neuberger &
Berman Guardian Fund, Neuberger & Berman
Guardian Trust and Neuberger & Berman
Guardian Assets)

- 40 -
<PAGE>

Approximate Net Assets at
September 30,
Name 1996
---- -----------------------

Neuberger & Berman International Portfolio $
(investment portfolio for Neuberger &
Berman International Fund)

Neuberger & Berman Manhattan Portfolio $
(investment portfolio for Neuberger &
Berman Manhattan Fund, Neuberger & Berman
Manhattan Trust and Neuberger & Berman
Manhattan Assets)

Neuberger & Berman Partners Portfolio $
(investment portfolio for Neuberger &
Berman Partners Fund, Neuberger & Berman
Partners Trust and Neuberger & Berman
Partners Assets)

Neuberger & Berman Socially Responsive Portfolio $
(investment portfolio for Neuberger &
Berman Socially Responsive Fund and
Neuberger & Berman NYCDC Socially
Responsive Trust)

Neuberger & Berman Advisers $
Managers Trust
(six series)

</TABLE>

In addition, Neuberger & Berman serves as investment
adviser to three investment companies, Plan Investment Fund, Inc., AHA
Investment Fund, Inc., and AHA Full Maturity, with assets of $__________,
$___________, and $__________, respectively, at September 30, 1996.

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

- 41 -
<PAGE>

and the Portfolios to achieve their objectives may differ. The investment
results achieved by all of the funds managed by N&B Management have varied
from one another in the past and are likely to vary in the future.

There may be occasions when a Portfolio and one or more
of the Other N&B Funds or other accounts managed by Neuberger & Berman are
contemporaneously engaged in purchasing or selling the same securities
from or to third parties. When this occurs, the transactions are averaged
as to price and allocated as to amounts in accordance with a formula
considered to be equitable to the funds involved. Although in some cases
this arrangement may have a detrimental effect on the price or volume of
the securities as to a Portfolio, in other cases it is believed that a
Portfolio's ability to participate in volume transactions may produce
better executions for it. In any case, it is the judgment of the
Portfolio Trustees that the desirability of the Portfolios' having their
advisory arrangements with N&B Management outweighs any disadvantages that
may result from contemporaneous transactions.

The Portfolios are subject to certain limitations imposed
on all advisory clients of Neuberger & Berman (including the Portfolios,
the Other N&B Funds, and other managed account(s) and personnel of
Neuberger & Berman and its affiliates. These include, for example, limits
that may be imposed in certain industries or by certain companies, and
policies of Neuberger & Berman that limit the aggregate purchases, by all
accounts under management, of the outstanding shares of public companies.

Management and Control of N&B Management
----------------------------------------

The directors and officers of N&B Management, all of whom
have offices at the same address as N&B Management, are Richard A. Cantor,
Chairman of the Board and director; Stanley Egener, President and
director; Theodore P. Giuliano, Vice President and director; Irwin
Lainoff, director; Marvin C. Schwartz, director; Lawrence Zicklin,
director; Daniel J. Sullivan, Senior Vice President; Peter E. Sundman,
Senior Vice President; Michael J. Weiner, Senior Vice President; Claudia
A. Brandon, Vice President; Robert Conti, Treasurer; William Cunningham,
Vice President; Clara Del Villar, Vice President; Mark R. Goldstein, Vice
President; Farha-Joyce Haboucha, Vice President; Michael M. Kassen, Vice
President; Michael Lamberti, Vice President; Josephine P. Mahaney, Vice
President; Lawrence Marx III, Vice President; Ellen Metzger, Vice
President and Secretary; Janet W. Prindle, Vice President; Felix Rovelli,
Vice President; Richard Russell, Vice President; Kent C. Simons, Vice
President; Frederick B. Soule, Vice President; Judith M. Vale, Vice
President; Thomas Wolfe, Vice President; Andrea Trachtenberg, Vice
President of Marketing; Patrick T. Byrne, Assistant Vice President; Stacy
Cooper-Shugrue, Assistant Vice President; Robert Cresci, Assistant Vice
President; Barbara DiGiorgio, Assistant Vice President; Roberta D'Orio,
Assistant Vice President; Joseph G. Galli, Assistant Vice President;
Robert I. Gendelman, Assistant Vice President; Leslie Holliday-Soto,
Assistant Vice President; Jody L. Irwin, Assistant Vice President; Carmen
G. Martinez, Assistant Vice President; Paul Metzger, Assistant Vice

- 42 -
<PAGE>

President; Kevin L. Risen, Assistant Vice President; Susan Switzer,
Assistant Vice President; Susan Walsh, Assistant Vice President; and
Celeste Wischerth, Assistant Vice President. Messrs. Cantor, Egener,
Giuliano, Lainoff, Schwartz, Zicklin, Goldstein, Kassen, Marx, and Simons
and Mmes. Prindle and Vale are general partners of Neuberger & Berman.

Messrs. Egener and Zicklin are trustees and officers, and
Messrs. Sullivan, Weiner, and Russell and Mmes. Brandon and Cooper-Shugrue
are officers, of each Trust. C. Carl Randolph, a general partner of
Neuberger & Berman, also is an officer of each Trust.

All of the outstanding voting stock in N&B Management is
owned by persons who are also general partners of Neuberger & Berman.

DISTRIBUTION ARRANGEMENTS

N&B Management serves as the distributor ("Distributor")
in connection with the offering of each Fund's shares on a no-load basis
to Institutions. In connection with the sale of its shares, each Fund has
authorized the Distributor to give only the information, and to make only
the statements and representations, contained in the Prospectus and this
SAI or that properly may be included in sales literature and
advertisements in accordance with the 1933 Act, the 1940 Act, and
applicable rules of self-regulatory organizations. Sales may be made only
by the Prospectus, which may be delivered either personally, through the
mails, or by electronic means. The Distributor is the Funds' "principal
underwriter" within the meaning of the 1940 Act and, as such, acts as
agent in arranging for the sale of each Fund's shares to Institutions
without sales commission or other compensation and bears all advertising
and promotion expenses incurred in the sale of the Funds' shares.

The Distributor or one of its affiliates may, from time
to time, deem it desirable to offer to a Fund's shareholders, through use
of its shareholder list, the shares of other mutual funds for which the
Distributor acts as distributor or other products or services. Any such
use of the Funds' shareholder lists, however, will be made subject to
terms and conditions, if any, approved by a majority of the Independent
Fund Trustees. These lists will not be used to offer the Funds'
shareholders any investment products or services other than those managed
or distributed by N&B Management or Neuberger & Berman.

From time to time, N&B Management may enter into
arrangements pursuant to which it compensates a registered broker-dealer
or other third party for services in connection with the distribution of
Fund shares.

The Trust, on behalf of each Fund, and the Distributor
are parties to a Distribution Agreement that continues until August 3,
1997. The Distribution Agreement may be renewed annually if specifically
approved by (1) the vote of a majority of the Fund Trustees or a 1940 Act
majority vote of the Fund's outstanding shares and (2) the vote of a

- 43 -
<PAGE>

majority of the Independent Fund Trustees, cast in person at a meeting
called for the purpose of voting on such approval. The Distribution
Agreement may be terminated by either party and will automatically
terminate on its assignment, in the same manner as the Management
Agreement.

ADDITIONAL EXCHANGE INFORMATION

As more fully set forth in the section of the Prospectus
entitled "Exchanging Shares," an Institution may exchange shares of any
Fund for shares of one or more of the other Funds or the income funds that
are briefly described below ("Income Funds").

INCOME FUNDS
------------

Neuberger & Berman Seeks a higher total return than is
Ultra Short Bond Trust available from money market funds, with
minimal risk to principal and liquid-
ity. The corresponding portfolio
invests in high-quality money market
instruments and short-term debt securi-
ties.

Neuberger & Berman Seeks the highest current income con-
Limited Maturity Bond Trust sistent with low risk to principal and
liquidity and, secondarily, total
return. The corresponding portfolio
invests in short- to intermediate-term
debt securities primarily investment
grade, maximum 10% below investment
grade but no lower than B.*/

Any Fund described herein, and either of the Income Funds, may
terminate or modify its exchange privilege in the future.

Fund shareholders who are considering exchanging shares into
either of the funds listed above should note that (1) the Income Funds are
series of a Delaware business trust (named "Neuberger & Berman Income
Trust") that is registered with the SEC as an open-end management
investment company, and (2) each series of Neuberger & Berman Income Trust
invests all its net investable assets in a portfolio of Income Managers
Trust, an open-end management investment company that is managed by N&B
Management. Each such portfolio has an investment objective identical to

*/ As rated by Moody's or S&P or, if unrated, determined to be of
comparable quality.

- 44 -
<PAGE>

that of its corresponding fund and invests in accordance with investment
policies and limitations identical to those of that fund.

Before effecting an exchange, Fund shareholders must
obtain and should review a currently effective prospectus of the fund into
which the exchange is to be made. In this regard, it should be noted that
the Income Funds share a prospectus. An exchange is treated as a sale for
federal income tax purposes and, depending on the circumstances, a short-
or long-term capital gain or loss may be realized.

ADDITIONAL REDEMPTION INFORMATION

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

The right to redeem a Fund's shares may be suspended or
payment of the redemption price postponed (1) when the NYSE is closed
(other than weekend and holiday closings), (2) when trading on the NYSE is
restricted, (3) when an emergency exists as a result of which it is not
reasonably practicable for the corresponding Portfolio to dispose of
securities it owns or fairly to determine the value of its net assets, or
(4) for such other period as the SEC may by order permit for the
protection of a Fund's shareholders; provided that applicable SEC rules
and regulations shall govern whether the conditions prescribed in (2) or
(3) exist. If the right of redemption is suspended, shareholders may
withdraw their offers of redemption, or they will receive payment at the
NAV per share in effect at the close of business on the first day the NYSE
is open ("Business Day") after termination of the suspension.

Redemptions in Kind
-------------------

Each Fund reserves the right, under certain conditions,
to honor any request for redemption by making payment in whole or in part
in securities valued as described under "Share Prices and Net Asset Value"
in the Prospectus. If payment is made in securities, a shareholder
generally will incur brokerage expenses or other transaction costs in
converting those securities into cash and will be subject to fluctuation
in the market prices of those securities until they are sold. The Funds
do not redeem in kind under normal circumstances, but would do so when the
Fund Trustees determined that it was in the best interests of a Fund's
shareholders as a whole. Redemptions in kind will be made with readily
marketable securities to the extent possible.

DIVIDENDS AND OTHER DISTRIBUTIONS

Each Fund distributes to its shareholders amounts equal
to substantially all of its proportionate share of any net investment
income (after deducting expenses incurred directly by the Fund), any net
realized capital gains (both long-term and short-term), and any net

- 45 -
<PAGE>

realized gains from foreign currency transactions earned or realized by
its corresponding Portfolio. Each Fund calculates its net investment
income and NAV per share as of the close of regular trading on the NYSE on
each Business Day (usually 4:00 p.m. Eastern time).

A Portfolio's net investment income consists of all
income accrued on portfolio assets less accrued expenses, but does not
include realized gains and losses. Net investment income and realized
gains and losses are reflected in a Portfolio's NAV (and, hence, its
corresponding Fund's NAV) until they are distributed. Dividends from net
investment income and distributions of net realized capital and foreign
currency gains, if any, normally are paid once annually, in December,
except that Neuberger & Berman Guardian Trust distributes substantially
all of its share of Neuberger & Berman Guardian Portfolio's net investment
income, if any, at the end of each calendar quarter.

Dividends and/or other distributions are automatically
reinvested in additional shares of the distributing Fund, unless the
Institution elects to receive them in cash ("cash election"). To the
extent dividends and other distributions are subject to federal, state, or
local income taxation, they are taxable to the shareholders whether
received in cash or reinvested in Fund shares. A cash election with
respect to any Fund remains in effect until the Institution notifies the
Fund in writing to discontinue the election.

ADDITIONAL TAX INFORMATION

Taxation of the Funds
---------------------

In order to continue to qualify for treatment as a RIC
under the Code, each Fund must distribute to its shareholders for each
taxable year at least 90% of its investment company taxable income
(consisting generally of net investment income, net short-term capital
gain, and net gains from certain foreign currency transactions)
("Distribution Requirement") and must meet several additional
requirements. With respect to each Fund, these requirements include the
following: (1) the Fund must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of securities or
foreign currencies, or other income (including gains from Hedging
Instruments) derived with respect to its business of investing in secu-
rities or those currencies ("Income Requirement"); (2) the Fund must
derive less than 30% of its gross income each taxable year from the sale
or other disposition of securities, or any of the following, that were
held for less than three months -- (i) options (other than those on
foreign currencies), or (ii) foreign currencies or Hedging Instruments
thereon that are not directly related to the Fund's principal business of
investing in securities (or options with respect thereto) ("Short-Short
Limitation"); and (3) at the close of each quarter of the Fund's taxable
year, (i) at least 50% of the value of its total assets must be

- 46 -
<PAGE>

represented by cash and cash items, U.S. Government securities, securities
of other RICs, and other securities limited, in respect of any one issuer,
to an amount that does not exceed 5% of the value of the Fund's total
assets and does not represent more than 10% of the issuer's outstanding
voting securities, and (ii) not more than 25% of the value of its total
assets may be invested in securities (other than U.S. Government securi-
ties) of any one issuer.

Certain funds managed by N&B Management, including the
Sister Funds, have received a ruling from the Internal Revenue Service
("Service") that each such fund, as an investor in a corresponding
portfolio of Managers Trust or Income Managers Trust, will be deemed to
own a proportionate share of the portfolio's assets and income for pur-
poses of determining whether the fund satisfies all the requirements
described above to qualify as a RIC. Although that ruling may not be
relied on as precedent by the Funds, N&B Management believes that the
reasoning thereof and, hence, its conclusion apply to the Funds as well.

Each Fund will be subject to a nondeductible 4% excise
tax ("Excise Tax") to the extent it fails to distribute by the end of any
calendar year substantially all of its ordinary income for that year and
capital gain net income for the one-year period ended on October 31 of
that year, plus certain other amounts.

See the next section for a discussion of the tax conse-
quences to the Funds of distributions to them from the Portfolios,
investments by the Portfolios in certain securities, and hedging trans-
actions engaged in by the Portfolios.

Taxation of the Portfolios
--------------------------

The Portfolios have received a ruling 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." As a result, no Portfolio is subject to
federal income tax; instead, each investor in a Portfolio, such as a Fund,
is required to take into account in determining its federal income tax
liability its share of the Portfolio's income, gains, losses, deductions,
and credits, without regard to whether it has received any cash
distributions from the Portfolio. Each Portfolio also is not subject to
Delaware or New York income or franchise tax.

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

Distributions to a Fund from its corresponding Portfolio
(whether pursuant to a partial or complete withdrawal or otherwise) will
not result in the Fund's recognition of any gain or loss for federal

- 47 -
<PAGE>

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. A Fund's basis for its interest in its
corresponding 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 gains and decreased by (1) the amount of cash and the basis
of any property the Portfolio distributes to the Fund and (2) the Fund's
share of the Portfolio's losses.

Dividends and interest received by a Portfolio may be
subject to income, withholding, or other taxes imposed by foreign
countries and U.S. possessions that would reduce the yield on its
securities. Tax treaties between certain countries and the United States
may reduce or eliminate these foreign taxes, however, and many foreign
countries do not impose taxes on capital gains in respect of investments
by foreign investors.

A Portfolio may invest in the stock of "passive foreign
investment companies" ("PFICs"). A PFIC is a foreign corporation that, in
general, meets either of the following tests: (1) at least 75% of its
gross income is passive or (2) an average of at least 50% of its assets
produce, or are held for the production of, passive income. Under certain
circumstances, if a Portfolio holds stock of a PFIC, its corresponding
Fund (indirectly through its interest in the Portfolio) will be subject to
federal income tax on a portion of any "excess distribution" received on
the stock or of any gain on disposition of the stock (collectively, "PFIC
income"), plus interest thereon, even if the Fund distributes the PFIC
income as a taxable dividend to its shareholders. The balance of the PFIC
income will be included in the Fund's investment company taxable income
and, accordingly, will not be taxable to it to the extent that income is
distributed to its shareholders.

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

Pursuant to proposed regulations, open-end RICs, such as
the Funds, would be entitled to elect to mark to market their stock in

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<PAGE>

certain PFICs. Marking to market, in this context, means recognizing as
gain for each taxable year the excess, as of the end of that year, of the
fair market value of each such PFIC's stock over the adjusted basis in
that stock (including mark to market gain for each prior year for which an
election was in effect).

The Portfolios' use of hedging strategies, such as writ-
ing (selling) and purchasing options and entering into forward contracts,
involves complex rules that will determine for income tax purposes the
character and timing of recognition of the gains and losses the Portfolios
realize in connection therewith. Income from foreign currencies (except
certain gains therefrom that may be excluded by future regulations), and
income from transactions in Hedging Instruments derived by the Portfolio
with respect to its business of investing in securities or foreign cur-
rencies, will qualify as permissible income for its corresponding Fund
under the Income Requirement. However, income from the disposition by a
Portfolio of options (other than those on foreign currencies) will be
subject to the Short-Short Limitation for its corresponding Fund if they
are held for less than three months. Income from the disposition of
foreign currencies, and Hedging Instruments on foreign currencies, that
are not directly related to a Portfolio's principal business of investing
in securities (or options with respect thereto) also will be subject to
the Short-Short Limitation for its corresponding Fund if they are held for
less than three months.

If a Portfolio satisfies certain requirements, any in-
crease in value of a position that is part of a "designated hedge" will be
offset by any decrease in value (whether realized or not) of the
offsetting hedging position during the period of the hedge for purposes of
determining whether its corresponding Fund satisfies the Short-Short
Limitation. Thus, only the net gain (if any) from the designated hedge
will be included in gross income for purposes of that limitation. Each
Portfolio will consider whether it should seek to qualify for this
treatment for its hedging transactions. To the extent a Portfolio does
not so qualify, it may be forced to defer the closing out of certain
Hedging Instruments beyond the time when it otherwise would be
advantageous to do so, in order for its corresponding Fund to continue to
qualify as a RIC.

Neuberger & Berman Partners Portfolio may acquire zero
coupon securities or other securities issued with original issue discount
("OID"). As a holder of those securities, that Portfolio (and, through
it, its corresponding Fund) must take into account the OID that accrues on
the securities during the taxable year, even if it receives no
corresponding payment on the securities during the year. Because
Neuberger & Berman Partners Trust 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 to
avoid imposition of the Excise Tax, that Fund may be required in a parti-
cular year to distribute as a dividend an amount that is greater than its
proportionate share of the total amount of cash Neuberger & Berman
Partners Portfolio actually receives. Those distributions will be made

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<PAGE>

from that Fund's (or its proportionate share of that Portfolio's) cash
assets or, if necessary, from the proceeds of sales of that Portfolio's
securities. That Portfolio may realize capital gains or losses from those
sales, which would increase or decrease Neuberger & Berman Partners
Trust's investment company taxable income and/or net capital gain. In
addition, any such gains may be realized on the disposition of securities
held for less than three months. Because of the Short-Short Limitation,
any such gains would reduce Neuberger & Berman Partners Portfolio's
ability to sell other securities, or certain Hedging Instruments, held for
less than three months that it might wish to sell in the ordinary course
of its portfolio management.

Taxation of the Funds' Shareholders
-----------------------------------

If Fund shares are sold at a loss after being held for
six months or less, the loss will be treated as long-term, instead of
short-term, capital loss to the extent of any capital gain distributions
received on those shares.

PORTFOLIO TRANSACTIONS

Neuberger & Berman acts as each Portfolio's principal
broker in the purchase and sale of its portfolio securities (other than
the substantial portion of the portfolio transactions of Neuberger &
Berman Genesis Portfolio that involves securities traded on the OTC
market, which that Portfolio purchases and sells in principal transactions
with dealers who are the principal market makers for the securities) and
in connection with the writing of covered call options on its securities.

During the fiscal year ended August 31, 1994, Neuberger &
Berman Manhattan Portfolio paid brokerage commissions of $655,640, of
which $525,610 was paid to Neuberger & Berman. During the fiscal year
ended August 31, 1995, that Portfolio paid brokerage commissions of
$654,982, of which $436,568 was paid to Neuberger & Berman.

During the fiscal year ended August 31, 1996, Neuberger &
Berman Manhattan Portfolio paid brokerage commissions of $__________, of
which $____________ was paid to Neuberger & Berman. Transactions in which
that Portfolio used Neuberger & Berman as broker comprised _____% of the
aggregate dollar amount of transactions involving the payment of
commissions, and _____% of the aggregate brokerage commissions paid by the
Portfolio, during the fiscal year ended August 31, 1996. _____% of the
$_______ paid to other brokers by that Portfolio during that fiscal year
(representing commissions on transactions involving approximately
$__________) was directed to those brokers because of research services
they provided. During the fiscal year ended August 31, 1996, that
Portfolio acquired securities of the following of its "regular brokers or
dealers" (as defined in the 1940 Act) ("Regular B/Ds"):
__________________________; at that date, that Portfolio held the

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<PAGE>

securities of its Regular B/Ds with an aggregate value as follows:
$_________.

During the fiscal year ended August 31, 1994, Neuberger &
Berman Genesis Portfolio paid brokerage commissions of $287,587, of which
$170,883 was paid to Neuberger & Berman. During the fiscal year ended
August 31, 1995, that Portfolio paid brokerage commissions of $199,718, of
which $118,014 was paid to Neuberger & Berman.

During the fiscal year ended August 31, 1996, Neuberger &
Berman Genesis Portfolio paid brokerage commissions of $________, of which
$_________ was paid to Neuberger & Berman. Transactions in which that
Portfolio used Neuberger & Berman as broker comprised _____% of the
aggregate dollar amount of transactions involving the payment of
commissions, and _____% of the aggregate brokerage commissions paid by the
Portfolio, during the fiscal year ended August 31, 1996. _____% of the
$______ paid to other brokers by that Portfolio during that fiscal year
(representing commissions on transactions involving approximately
$__________) was directed to those brokers because of research services
they provided. During the fiscal year ended August 31, 1996, that
Portfolio acquired securities of the following of its Regular B/Ds:
______________; at that date, that Portfolio held the securities of its
Regular B/Ds with an aggregate value as follows: $_____________.

During the fiscal year ended August 31, 1994, Neuberger &
Berman Focus Portfolio paid brokerage commissions of $719,994, of which
$567,972 was paid to Neuberger & Berman. During the fiscal year ended
August 31, 1995, that Portfolio paid brokerage commissions of $1,031,245,
of which $617,957 was paid to Neuberger & Berman.

During the fiscal year ended August 31, 1996, Neuberger &
Berman Focus Portfolio paid brokerage commissions of $__________, of which
$_________ was paid to Neuberger & Berman. Transactions in which that
Portfolio used Neuberger & Berman as broker comprised _____% of the
aggregate dollar amount of transactions involving the payment of
commissions, and _____% of the aggregate brokerage commissions paid by the
Portfolio, during the fiscal year ended August 31, 1996. _____% of the
$___________ paid to other brokers by that Portfolio during that fiscal
year (representing commissions on transactions involving approximately
$_____________) was directed to those brokers because of research services
they provided. During the fiscal year ended August 31, 1996, that
Portfolio acquired securities of the following of its Regular B/Ds:
__________________; at that date, that Portfolio held the securities of
its Regular B/Ds with an aggregate value as follows: $_________.

During the fiscal year ended August 31, 1994, Neuberger &
Berman Guardian Portfolio paid brokerage commissions of $2,207,401, of

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<PAGE>

which $1,647,807 was paid to Neuberger & Berman. During the fiscal year
ended August 31, 1995, that Portfolio paid brokerage commissions of
$3,751,206, of which $2,521,523 was paid to Neuberger & Berman.

During the fiscal year ended August 31, 1996, Neuberger &
Berman Guardian Portfolio paid brokerage commissions of $_____, of which
$______ was paid to Neuberger & Berman. Transactions in which that
Portfolio used Neuberger & Berman as broker comprised _____% of the
aggregate dollar amount of transactions involving the payment of
commissions, and _____% of the aggregate brokerage commissions paid by the
Portfolio, during the fiscal year ended August 31, 1996. _____% of the
$_________ paid to other brokers by that Portfolio during that fiscal year
(representing commissions on transactions involving approximately
$___________) was directed to those brokers because of research services
they provided. During the fiscal year ended August 31, 1996, that
Portfolio acquired securities of the following of its Regular B/Ds:
______________; at that date, that Portfolio held the securities of its
Regular B/Ds with an aggregate value as follows: $_________.

During the fiscal year ended August 31, 1994, Neuberger &
Berman Partners Portfolio paid brokerage commissions of $2,994,540, of
which $2,031,570 was paid to Neuberger & Berman. During the fiscal year
ended August 31, 1995, that Portfolio paid brokerage commissions of
$4,608,156, of which $3,092,789 was paid to Neuberger & Berman.

During the fiscal year ended August 31, 1996, Neuberger & Berman
Partners Portfolio paid brokerage commissions of $_________, of which
$_________ was paid to Neuberger & Berman. Transactions in which that
Portfolio used Neuberger & Berman as broker comprised _____% of the
aggregate dollar amount of transactions involving the payment of
commissions, and _____% of the aggregate brokerage commissions paid by the
Portfolio, during the fiscal year ended August 31, 1996. _____% of the
$_________ paid to other brokers by that Portfolio during that fiscal year
(representing commissions on transactions involving approximately
$___________) was directed to those brokers because of research services
they provided. During the fiscal year ended August 31, 1996, that
Portfolio acquired securities of the following of its Regular B/Ds:
_____________; at that date, that Portfolio held the securities of its
Regular B/Ds with an aggregate value as follows: $_________.

Insofar as portfolio transactions of Neuberger & Berman
Partners Portfolio result from active management of equity securities, and
insofar as portfolio transactions of Neuberger & Berman Manhattan

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<PAGE>

Portfolio result from seeking capital appreciation by selling securities
whenever sales are deemed advisable without regard to the length of time
the securities may have been held, it may be expected that the aggregate
brokerage commissions paid by those Portfolios to brokers (including
Neuberger & Berman where it acts in that capacity) may be greater than if
securities were selected solely on a long-term basis.

Portfolio securities are, from time to time, loaned by a
Portfolio to Neuberger & Berman in accordance with the terms and
conditions of an order issued by the SEC. The order exempts such
transactions from provisions of the 1940 Act that would otherwise prohibit
such transactions, subject to certain conditions. Among the conditions of
the order, securities loans made by a Portfolio to Neuberger & Berman must
be fully secured by cash collateral. Under the order, the portion of the
income on the cash collateral which may be shared with Neuberger & Berman
is determined with reference to concurrent arrangements between Neuberger
& Berman and non-affiliated lenders with which it engages in similar
transactions. In addition, where Neuberger & Berman borrows securities
from a Portfolio in order to re-lend them to others, Neuberger & Berman is
required to pay that Portfolio, on a quarterly basis, certain "excess
earnings" that Neuberger & Berman otherwise has derived from the re-
lending of the borrowed securities. When Neuberger & Berman desires to
borrow a security that a Portfolio has indicated a willingness to lend,
Neuberger & Berman must borrow such security from that Portfolio, rather
than from an unaffiliated lender, unless the unaffiliated lender is
willing to lend such security on more favorable terms (as specified in the
order) than that Portfolio. If a Portfolio's expenses exceed its income
in any securities loan transaction with Neuberger & Berman, Neuberger &
Berman must reimburse that Portfolio for such loss.

During the fiscal years ended August 31, 1996, 1995 and
1994, the Portfolios earned the following amounts of interest income from
the collateralization of securities loans, from which Neuberger & Berman
was paid the indicated amounts:

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<PAGE>

Neuberger & Neuberger & Neuberger & Neuberger & Neuberger &
Berman Berman Berman Berman Berman
Guardian Focus Partners Genesis Manhattan
Portfolio Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- --------- ---------

1994
----

Interest $ 147,103 38,627 16,085 0 0

Payment to N&B $ 119,602 33,225 13,880 0 0

1995
----

Interest $1,430,672 327,447 52,410 0 507,239

Payment to N&B $1,252,190 291,207 48,736 0 270,594

1996
----

$
Interest

Payment to N&B $

</TABLE>

Each Portfolio may also lend securities to unaffiliated
entities, including banks, brokerage firms, and other institutional

- 54 -
<PAGE>

investors judged creditworthy by N&B Management, provided that cash or
equivalent collateral, equal to at least 100% of the market value of the
loaned securities is continuously maintained by the borrower with the
Portfolio. During the time securities are on loan, the borrower will pay
the Portfolio an amount equivalent to any dividends or interest paid on
such securities. The Portfolio may invest the cash collateral and earn
income, or it may receive an agreed upon amount of interest income from a
borrower who has delivered equivalent collateral. These loans are subject
to termination at the option of the Portfolio or the borrower. The
Portfolio may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the interest
earned on the cash or equivalent collateral to the borrower or placing
broker. The Portfolio does not have the right to vote securities on loan,
but would terminate the loan and regain the right to vote if that were
considered important with respect to the investment.

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

In effecting securities transactions, each Portfolio
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. Each Portfolio plans to continue to use Neuberger
& Berman as its principal broker where, in the judgment of N&B Management
(the Portfolio's investment manager and an affiliate of Neuberger &
Berman), that firm is able to obtain a price and execution at least as
favorable as other qualified brokers. To the Portfolios' knowledge no
affiliate of any Portfolio receives give-ups or reciprocal business in
connection with their securities transactions.

The use of Neuberger & Berman as a broker for each Port-
folio is subject to the requirements of Section 11(a) of the Securities
Exchange Act of 1934. Section 11(a) prohibits members of national
securities exchanges from retaining compensation for executing exchange
transactions for accounts which they or their affiliates manage, except
where they have the authorization of the persons authorized to transact
business for the account and comply with certain annual reporting
requirements. The Portfolio Trustees have expressly authorized Neuberger
& Berman to retain such compensation, and Neuberger & Berman complies with
the reporting requirements of Section 11(a).

Under the 1940 Act, commissions paid by a Portfolio to
Neuberger & Berman in connection with a purchase or sale of securities on
a securities exchange may not exceed the usual and customary broker's
commission. Accordingly, it is each Portfolio's policy that the
commissions paid to Neuberger & Berman must, in N&B Management's judgment,
be (1) at least as favorable as those charged by other brokers having
comparable execution capability and (2) at least as favorable as
commissions contemporaneously charged by Neuberger & Berman on comparable
transactions for its most favored unaffiliated customers, except for
accounts for which Neuberger & Berman acts as a clearing broker for

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<PAGE>

another brokerage firm and customers of Neuberger & Berman considered by a
majority of the Independent Portfolio Trustees not to be comparable to the
Portfolio. The Portfolios do not deem it practicable and in their best
interests to solicit competitive bids for commissions on each transaction
effected by Neuberger & Berman. However, consideration regularly is given
to information concerning the prevailing level of commissions charged by
other brokers on comparable transactions during comparable periods of
time. The 1940 Act generally prohibits Neuberger & Berman from acting as
principal in the purchase of portfolio securities from, or the sale of
portfolio securities to, a Portfolio unless an appropriate exemption is
available.

A committee of Independent Portfolio Trustees from time
to time reviews, among other things, information relating to the
commissions charged by Neuberger & Berman to the Portfolios and to its
other customers and information concerning the prevailing level of
commissions charged by other brokers having comparable execution
capability. In addition, the procedures pursuant to which Neuberger &
Berman effects brokerage transactions for the Portfolios must be reviewed
and approved no less often than annually by a majority of the Independent
Portfolio Trustees.

To ensure that accounts of all investment clients,
including a Portfolio, are treated fairly in the event that Neuberger &
Berman receives transaction instructions regarding a security for more
than one investment account at or about the same time, Neuberger & Berman
may combine orders placed on behalf of clients, including advisory
accounts in which affiliated persons have an investment interest, for the
purpose of negotiating brokerage commissions or obtaining a more favorable
price. Where appropriate, securities purchased or sold may be allocated,
in terms of amount, to a client according to the proportion that the size
of the order actually placed by the account bears to the aggregate size of
orders simultaneously made by the other accounts, subject to de minimis
exceptions; all participating accounts will pay or receive the same price.

Each Portfolio expects that it will continue to execute a
portion of its transactions through brokers other than Neuberger & Berman.
In selecting those brokers, N&B Management considers the quality and
reliability of brokerage services, including execution capability,
performance, and financial responsibility, and may consider research and
other investment information provided by, and sale of Fund shares effected
through, those brokers.

A committee comprised of officers of N&B Management and
partners of Neuberger & Berman who are portfolio managers of some of the
Portfolios and Other N&B Funds (collectively, "N&B Funds") and some of
Neuberger & Berman's managed accounts ("Managed Accounts") evaluates semi-

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<PAGE>

annually the nature and quality of the brokerage and research services
provided by other brokers. Based on this evaluation, the committee
establishes a list and projected rankings of preferred brokers for use in
determining the relative amounts of commissions to be allocated to those
brokers. Ordinarily, the brokers on the list effect a large portion of
the brokerage transactions for the N&B Funds and the Managed Accounts that
are not effected by Neuberger & Berman. However, in any semi-annual
period, brokers not on the list may be used, and the relative amounts of
brokerage commissions paid to the brokers on the list may vary
substantially from the projected rankings. These variations reflect the
following factors, among others: (1) brokers not on the list or ranking
below other brokers on the list may be selected for particular transac-
tions because they provide better price and/or execution, which is the
primary consideration in allocating brokerage; (2) adjustments may be
required because of periodic changes in the execution or research
capabilities of particular brokers or in the execution or research needs
of the N&B Funds and/or the Managed Accounts; and (3) the aggregate amount
of brokerage commissions generated by transactions for the N&B Funds and
the Managed Accounts may change substantially from one semi-annual period
to the next.

The commissions charged by a broker other than Neuberger
& Berman may be higher than the amount another firm might charge if N&B
Management determines in good faith that the amount of those commissions
is reasonable in relation to the value of the brokerage and research
services provided by the broker. N&B Management believes that those
research services benefit the Portfolios by supplementing the research
otherwise available to N&B Management. That research may be used by N&B
Management in servicing Other N&B Funds and, in some cases, by Neuberger &
Berman in servicing the Managed Accounts. On the other hand, research
received by N&B Management from brokers effecting portfolio transactions
on behalf of the Other N&B Funds and by Neuberger & Berman from brokers
effecting portfolio transactions on behalf of the Managed Accounts may be
used for the Portfolios' benefit.

Mark R. Goldstein; Judith M. Vale; Lawrence Marx III,
Kent C. Simons, and Kevin L. Risen; and Michael M. Kassen and Robert I.
Gendelman, each of whom is a Vice President of N&B Management (except for
Mr. Risen and Mr. Gendelman, who are Assistant Vice Presidents) and a
general partner of Neuberger & Berman (except for Mr. Risen and Mr.
Gendelman), are the persons primarily responsible for making decisions as
to specific action to be taken with respect to the investment portfolios
of Neuberger & Berman Manhattan, Neuberger & Berman Genesis, Neuberger &
Berman Focus and Neuberger & Berman Guardian, and Neuberger & Berman
Partners Portfolios, respectively. Each of them has full authority to
take action with respect to portfolio transactions and may or may not
consult with other personnel of N&B Management prior to taking such
action. If Mr. Goldstein is unavailable to perform his responsibilities,
Susan Switzer, who is an Assistant Vice President of N&B Management, will
assume responsibility for the portfolio of Neuberger & Berman Manhattan
Portfolio.

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<PAGE>

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

A Portfolio's portfolio turnover rate is calculated by
dividing (1) the lesser of the cost of the securities purchased or the
value of the securities sold by the Portfolio during the fiscal year
(other than securities, including options, whose maturity or expiration
date at the time of acquisition was one year or less) by (2) the monthly
average of the value of such securities owned by the Portfolio during the
fiscal year.

REPORTS TO SHAREHOLDERS

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

ORGANIZATION

Prior to January 1, 1995, the names of Neuberger and
Berman Focus Trust and Neuberger & Berman Focus Portfolio were Neuberger &
Berman Selected Sectors Trust and Neuberger & Berman Selected Sectors
Portfolio, respectively.

CUSTODIAN AND TRANSFER AGENT

Each Fund and Portfolio has selected State Street Bank
and Trust Company ("State Street"), 225 Franklin Street, Boston, MA 02110,
as custodian for its securities and cash. All correspondence should be
mailed to Neuberger & Berman Funds, Institutional Services, 605 Third
Avenue, 2nd Floor, New York, NY 10158-0180. State Street also serves as
each Fund's transfer agent, administering purchases, redemptions, and
transfers of Fund shares with respect to Institutions and the payment of
dividends and other distributions to Institutions.

INDEPENDENT AUDITORS/ACCOUNTANTS

Each Fund and Portfolio (other than Neuberger & Berman
Manhattan Trust and Portfolio) has selected Ernst & Young LLP, 200
Clarendon Street, Boston, MA 02116, as the independent auditors who will
audit its financial statements. Neuberger & Berman Manhattan Trust and
Portfolio have selected Coopers & Lybrand L.L.P., One Post Office Square,

- 58 -
<PAGE>

Boston, MA 02109, as the independent accountants who will audit their
financial statements.

LEGAL COUNSEL

Each Fund and Portfolio has selected Kirkpatrick &
Lockhart LLP, 1800 Massachusetts Ave., 2nd Floor, N.W., Washington, D.C.
20036-1800, as its legal counsel.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

The following table sets forth the name, address, and
percentage of ownership of each person who owned of record, or who was
known by each Fund to own beneficially or of record, 5% or more of that
Fund's outstanding shares at ____________, 1996:

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<PAGE>

Percentage of
Ownership at
Name and Address ,1996
---------------- ---------------

Neuberger & Berman Manhattan MAC & Co. _____%
Trust A/C 195-643
Mellon Bank N.A.
Mutual Funds
P.O. Box 320
Pittsburgh, PA 15230-0320

The Northern Trust Co., Trustee _____%
FBO Case Corporation
22-75833
P.O. Box 92956
Chicago, IL 60675-0001

Riggs National Bank of Washington DC Retirement
Plan for Employees of Professional Golfers Assoc. ____%
of America
100 Avenue of the Champions
Palm Beach Gardens, FL 33418-3653

National Finance Services Corp.*
P.O. Box 3908
Church Street Station
New York, NY 100008-3908 ____%

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<PAGE>

Percentage of
Ownership at
Name and Address ,1996
---------------- ---------------

Neuberger & Berman Partners PRC Inc. _____%
Trust c/o T. Rowe Price Financial
Attn: Asset Recom.
P.O. Box 17215
Baltimore, MD 21297-0354

The Bank of NY, Trustee _____%
Chesapeake Corp. 401(k) Plan
One Wall Street
Master Trust
7th Floor
New York, NY 10286-0001

National Financial Services Corp.* _____%
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

Marshall & Isley Trust Co., Trustee
Mitra & Co. ____%
Attn: Exp Mutual Funds TR14
1000 N. Water Street
Milwaukee, WI 53202-3197

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<PAGE>

Percentage of
Ownership at
Name and Address ,1996
---------------- ---------------

Neuberger & Berman Guardian The Northern Trust Co., Trustee _____%
Trust Digital Equipment Corp.
DTD 1-3-95
P.O. Box 92956
Chicago, IL 60675-0001

MAC & Co.
A/C 195-643 _____%
Mellon Bank N.A.
P.O. Box 320
Pittsburgh, PA 15230-0320

National Financial Services Corp.*
P.O. Box 3908 ____%
Church Street Station
New York, NY 100008-3908

The Bank of NY, Trustee
Melville Corp. 401(k)
PSRP-General DTD 6/7/89 ____%
1 Wall Street, 7th Floor
New York, NY 10286-0001

MAC & Co.
A/C #854-169
Mellon Bank N.A. ____%
Mutual Funds Dept.
P.O. Box 320
Pittsburgh, PA 15230-0320

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<PAGE>

Percentage of
Ownership at
Name and Address ,1996
---------------- ---------------

Neuberger & Berman Focus Trust National Financial Services Corp.* _____%
P.O. Box 3908
Church Street Station
New York, NY 100008-3908

MAC & Co.
A/C 195-643 _____%
Mellon Bank N.A.
P.O. Box 320
Pittsburgh, PA 15230-0320

Aetna Life Insurance & Annuity Co.
ACES - Separate Account F ____%
Attn: Michael Weiner - RTAL
15 Farmington Ave.
Hartford, CT 06156-0001

Neuberger & Berman Genesis Profit Sharing Plan for Partners & Principals of _____%
Trust Price Waterhouse
P.O. Box 30004
Tampa, FL 33630-3004

MAC & Co.
A/C 195-643 _____%
Mellon Bank N.A.
P.O. Box 320
Pittsburgh, PA 15230-0320

</TABLE>

* National Financial Services Corp. holds these shares of
record for the account of certain of its clients and has informed the
Funds of its policy to maintain the confidentiality of holdings in its
client accounts unless disclosure is expressly required by law.

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<PAGE>

REGISTRATION STATEMENT

This SAI and the Prospectus do not contain all the infor-
mation included in the Trust's registration statement filed with the SEC
under the 1933 Act with respect to the securities offered by the
Prospectus. The registration statement, including the exhibits filed
therewith, may be examined at the SEC's offices in Washington, D.C.

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, and in each instance reference is made to the copy
of any contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference.

FINANCIAL STATEMENTS

The following financial statements and related documents
are incorporated herein by reference from the Funds' Annual Report to
shareholders for the fiscal year ended August 31, 1996:

[To be filed by Amendment to the Trust's registration statement]

- 64 -
<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 rating 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.

- 65 -
<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.

- 66 -
<PAGE>

S&P commercial paper ratings:

A-1 - This highest category indicates that the degree of
safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics are denoted with a plus
sign (+).

Moody's commercial paper ratings

Issuers rated Prime-1 (or related supporting
institutions), also known as P-1, have a superior capacity for repayment
of short-term promissory obligations. Prime-1 repayment capacity will
normally be evidenced by the following characteristics:

- Leading market positions in well-established
industries.
- High rates of return on funds employed.
- Conservative capitalization structures with
moderate reliance on debt and ample asset
protection.
- Broad margins in earnings coverage of fixed
financial charges and high internal cash
generation.
- Well-established access to a range of financial
markets and assured sources of alternate
liquidity.

- 67 -
<PAGE>

Appendix B

PERFORMANCE DATA

[To be filed by amendment to the
Trust's Registration Statement.]

- 68 -
<PAGE>

Appendix C

THE ART OF INVESTMENT:
A CONVERSATION WITH ROY NEUBERGER

[To be filed by amendment to the
Trust's Registration Statement.]

- 69 -
<PAGE>

NEUBERGER & BERMAN EQUITY TRUST
POST-EFFECTIVE AMENDMENT NO. 9 ON FORM N-1A

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits
-------- ---------------------------------

(a) Financial Statements:

Audited financial statements for the fiscal year ended August 31,
1996 for Neuberger & Berman Equity Trust (with respect to Neuberger &
Berman Focus Trust, Neuberger & Berman Genesis Trust, Neuberger & Berman
Guardian Trust, Neuberger & Berman Manhattan Trust, and Neuberger & Berman
Partners Trust) and Equity Managers Trust (with respect to Neuberger &
Berman Focus Portfolio, Neuberger & Berman Genesis Portfolio, Neuberger &
Berman Guardian Portfolio, Neuberger & Berman Manhattan Portfolio,
Neuberger & Berman Partners Portfolio) will be filed by amendment to
Registrant's Registration Statement.

Included in Part A of this Post-Effective Amendment:

Form of FINANCIAL HIGHLIGHTS for the period
indicated therein for Neuberger & Berman Focus
Trust, Neuberger & Berman Genesis Trust,
Neuberger & Berman Guardian Trust, Neuberger &
Berman Manhattan Trust, and Neuberger & Berman
Partners Trust, to be filed by amendment to the
Registrant's registration statement.

(b) Exhibits:
Exhibit
Number Description
------ -----------
<S> <C>

(1) (a) Certificate of Trust. Incorporated by Reference to Post-
Effective No. 8 to Registrant's Registration Statement, File
Nos. 33-64368 and 811-7784, Edgar Accession No. 0000898432-95-
000427.

(b) Trust Instrument of Neuberger & Berman Equity Trust.
Incorporated by Reference to Post-Effective No. 8 to
Registrant's Registration Statement, File Nos. 33-64368 and 811-
7784, Edgar Accession No. 0000898432-95-000427.

C-1
<PAGE>

Exhibit
Number Description
------ -----------
<S> <C>

(c) Schedule A - Current Series of Neuberger & Berman Equity Trust.
Incorporated by Reference to Post-Effective No. 8 to
Registrant's Registration Statement, File Nos. 33-64368 and 811-
7784, Edgar Accession No. 0000898432-95-000427.

(2) By-laws of Neuberger & Berman Equity Trust. Incorporated by Reference to
Post-Effective No. 8 to Registrant's Registration Statement, File
Nos. 33-64368 and 811-7784, Edgar Accession No. 0000898432-95-000427.

(3) Voting Trust Agreement. None.

(4) Specimen Share Certificate. Incorporated by reference to Post-Effective
Amendment No. 4 to Registrant's Registration Statement, File Nos. 33-
64368 and 811-7784.

(5) (a) (i) Management Agreement Between Equity Managers Trust and
Neuberger & Berman Management Incorporated.
Incorporated by Reference to Post-Effective Amendment
No. 70 to Registration Statement of Neuberger & Berman
Equity Funds, File Nos. 2-11357 and 811-582, Edgar
Accession No. 0000898432-000314.

(ii) Schedule A - Series of Equity Managers Trust Currently
Subject to the Management Agreement. Incorporated by
Reference to Post-Effective Amendment No. 70 to
Registration Statement of Neuberger & Berman Equity
Funds, File Nos. 2-11357 and 811-582, Edgar Accession
No. 0000898432-000314.

(iii) Schedule B - Schedule of Compensation Under the
Management Agreement. Incorporated by Reference to Post-
Effective Amendment No. 70 to Registration Statement of
Neuberger & Berman Equity Funds, File Nos. 2-11357 and
811-582, Edgar Accession No. 0000898432-000314.

(b) (i) Sub-Advisory Agreement Between Neuberger & Berman
Management Incorporated and Neuberger & Berman, L.P.
with Respect to Equity Managers Trust. Incorporated by
Reference to Post-Effective Amendment No. 70 to
Registration Statement of Neuberger & Berman Equity
Funds, File Nos. 2-11357 and 811-582, Edgar Accession
No. 0000898432-000314.

C-2
<PAGE>

Exhibit
Number Description
------ -----------
<S> <C>

(ii) Schedule A - Series of Equity Managers Trust Currently
Subject to the Sub-Advisory Agreement. Incorporated by
Reference to Post-Effective Amendment No. 70 to
Registration Statement of Neuberger & Berman Equity
Funds, File Nos. 2-11357 and 811-582, Edgar Accession
No. 0000898432-000314.

(6) (a) Distribution Agreement Between Neuberger & Berman Equity Trust
and Neuberger & Berman Management Incorporated. Incorporated by
Reference to Post-Effective No. 8 to Registrant's Registration
Statement, File Nos. 33-64368 and 811-7784, Edgar Accession
No. 0000898432-95-000427.

(b) Schedule A - Series of Neuberger & Berman Equity Trust Currently
Subject to the Distribution Agreement. Incorporated by
Reference to Post-Effective No. 8 to Registrant's Registration
Statement, File Nos. 33-64368 and 811-7784, Edgar Accession
No. 0000898432-95-000427.

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

(8) (a) Custodian Contract Between Neuberger & Berman Equity Trust and
State Street Bank and Trust Company. Incorporated by Reference
to Post-Effective No. 8 to Registrant's Registration Statement,
File Nos. 33-64368 and 811-7784, Edgar Accession No. 0000898432-
95-000427.

(b) Schedule A - Approved Foreign Banking Institutions and
Securities Depositories Under the Custodian Contract. To Be
Filed by Amendment.

(9) (a) (i) Transfer Agency and Service Agreement Between Neuberger
& Berman Equity Trust and State Street Bank and Trust
Company. Incorporated by Reference to Post-Effective
No. 8 to Registrant's Registration Statement, File
Nos. 33-64368 and 811-7784, Edgar Accession
No. 0000898432-95-000427.

(ii) Agreement Between Neuberger & Berman Equity Trust and
State Street Bank and Trust Company Adding Neuberger &
Berman NYCDC Socially Responsive Trust as a Portfolio
Governed by the Transfer Agency Agreement. Incorporated
by Reference to Post-Effective No. 8 to Registrant's
Registration Statement, File Nos. 33-64368 and 811-7784,
Edgar Accession No. 0000898432-95-000427.

C-3
<PAGE>

Exhibit
Number Description
------ -----------
<S> <C>

(iii) First Amendment to Transfer Agency and Service Agreement
between Equity Trust and State Street Bank and Trust
Company. Incorporated by Reference to Post-Effective
No. 8 to Registrant's Registration Statement, File
Nos. 33-64368 and 811-7784, Edgar Accession
No. 0000898432-95-000427.

(b) (i) Administration Agreement Between Neuberger & Berman
Equity Trust and Neuberger & Berman Management
Incorporated. Incorporated by Reference to Post-
Effective No. 8 to Registrant's Registration Statement,
File Nos. 33-64368 and 811-7784, Edgar Accession
No. 0000898432-95-000427.

(ii) Schedule A - Series of Neuberger & Berman Equity Trust
Currently Subject to the Administration Agreement.
Incorporated by Reference to Post-Effective No. 8 to
Registrant's Registration Statement, File Nos. 33-64368
and 811-7784, Edgar Accession No. 0000898432-95-000427.

(iii) Schedule B - Schedule of Compensation Under the
Administration Agreement. Incorporated by Reference to
Post-Effective No. 8 to Registrant's Registration
Statement, File Nos. 33-64368 and 811-7784, Edgar
Accession No. 0000898432-95-000427.

(10) Opinion and Consent of Kirkpatrick & Lockhart LLP on Securities
Matters. To Be Filed by Amendment.

(11) (a) Consent of Ernst & Young LLP, Independent Auditors. To Be Filed
by Amendment.

(b) Consent of Coopers & Lybrand L.L.P., Independent Accountants. To
Be Filed by Amendment.

(12) Financial Statements Omitted from Prospectus. None.

(13) Letter of Investment Intent. None.

(14) Prototype Retirement Plan. None.

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

C-4
<PAGE>

Exhibit
Number Description
------ -----------
<S> <C>

(16) Schedule of Computation of Performance Quotations. Incorporated
by Reference to Post-Effective Amendment No. 4 to Registrant's
Registration Statement, File Nos. 33-64368 and 811-7784.

(17) Financial Data Schedule. To Be Filed by Amendment.

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

</TABLE>

Persons Controlled by or under Common Control with
Item 25. Registrant.
------- ------------------------------------------------------

No person is controlled by or under common control with the
Registrant.

Item 26. Number of Holders of Securities.
------- -------------------------------

The following information is given as of July 31, 1996.

Number of
Title of Class Record Holders
-------------- --------------

Shares of beneficial
interest, $0.001 par value, of:

Neuberger & Berman Focus Trust 69
Neuberger & Berman Genesis Trust 29
Neuberger & Berman Guardian Trust 341
Neuberger & Berman Manhattan Trust 41
Neuberger & Berman Partners Trust 63
Neuberger & Berman NYCDC Socially Responsive Trust 3

Item 27. Indemnification.
------- ---------------

A Delaware business trust may provide in its governing instrument for
indemnification of its officers and trustees from and against any and all
claims and demands whatsoever. Article IX, Section 2 of the Trust
Instrument provides that the Registrant shall indemnify any present or
former trustee, officer, employee or agent of the Registrant ("Covered
Person") to the fullest extent permitted by law against liability and all
expenses reasonably incurred or paid by him or her in connection with any

C-5
<PAGE>

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, of the Registrant ("Independent
Trustees"), nor are 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 Agreement between Equity Managers Trust
and Neuberger and Berman Management Incorporated ("N&B Management")
provides that neither N&B Management nor any director, officer or employee
of N&B Management performing services for any series of Equity Managers
Trust (each a "Portfolio") at the direction or request of N&B Management
in connection with N&B Management's discharge of its obligations under the
Agreement shall be liable for any error of judgment or mistake of law or
for any loss suffered by a Portfolio in connection with any matter to
which the Agreement relates; provided, that nothing in the Agreement shall
be construed (i) to protect N&B Management against any liability to Equity
Managers Trust or a Portfolio of Equity Managers Trust or its
interestholders to which N&B Management would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of N&B Management's duties, or by reason of N&B Management's
reckless disregard of its obligations and duties under the Agreement, or
(ii) to protect any director, officer or employee of N&B Management who is
or was a Trustee or officer of Equity Managers Trust against any liability
to Equity Managers Trust or a Portfolio or its interestholders to which
such person would otherwise be subject by reason of willful misfeasance,

C-6
<PAGE>

bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of such person's office with Equity Managers Trust.

Section 1 of the Sub-Advisory Agreement between Equity Managers Trust
and Neuberger & Berman, L.P. ("Sub-Adviser") 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, the Sub-Adviser will not be subject to liability for
any act or omission or any loss suffered by any Portfolio of Equity
Managers Trust or its interestholders in connection with the matters to
which the Agreement relates.

Section 11 of the Distribution Agreement between the Registrant and
N&B Management provides that N&B Management shall look only to the assets
of a Series for the Registrant's performance of the Agreement by the
Registrant on behalf of such Series, and neither the Trustees nor any of
the Registrant's officers, employees or agents, whether past, present or
future, shall be personally liable therefor.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("1933 Act") may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the 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.

Business and Other Connections of Adviser and
Item 28. Sub-Adviser.
------- ---------------------------------------------

There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of N&B Management and each partner of the Sub-Adviser
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.

C-7
<PAGE>

<TABLE>
<CAPTION>
NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------

<S> <C>

Claudia A. Brandon Secretary, Neuberger & Berman Advisers Management Trust (Delaware business
Vice President, N&B trust); Secretary, Advisers Managers Trust; Secretary, Neuberger & Berman
Management Advisers Management Trust (Massachusetts business trust) (1); Secretary,
Neuberger & Berman Income Funds; Secretary, Neuberger & Berman Income
Trust; Secretary, Neuberger & Berman Equity Funds; Secretary, Neuberger &
Berman Equity Trust; Secretary, Income Managers Trust; Secretary, Equity
Managers Trust; Secretary, Global Managers Trust; Secretary, Neuberger &
Berman Equity Assets.

Stacy Cooper-Shugrue Assistant Secretary, Neuberger & Berman Advisers Management Trust
Assistant Vice President, (Delaware business trust); Assistant Secretary, Advisers Managers Trust;
N&B Management Assistant Secretary, Neuberger & Berman Advisers Management Trust
(Massachusetts business trust) (1); Assistant Secretary, Neuberger &
Berman Income Funds; Assistant Secretary, Neuberger & Berman Income Trust;
Assistant Secretary, Neuberger & Berman Equity Funds; Assistant Secretary,
Neuberger & Berman Equity Trust; Assistant Secretary, Income Managers
Trust; Assistant Secretary, Equity Managers Trust; Assistant Secretary,
Global Managers Trust; Assistant Secretary, Neuberger & Berman Equity
Assets.

Robert Cresci Assistant Portfolio Manager, BNP-N&B Global Asset Management L.P. (joint
Assistant Vice President, venture of Neuberger & Berman and Banque Nationale de Paris) (2).
N&B Management

Barbara DiGiorgio, Assistant Treasurer, Neuberger & Berman Advisers Management Trust
Assistant Vice President, (Delaware business trust); Assistant Treasurer, Advisers Managers Trust;
N&B Management 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.

C-8
<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------

Stanley Egener Chairman of the Board and Trustee, Neuberger & Berman Advisers Management
President and Director, Trust (Delaware business trust); Chairman of the Board and Trustee,
N&B Management; General Partner, Advisers Managers Trust; Chairman of the Board and Trustee, Neuberger &
Neuberger & Berman Berman Advisers Management Trust (Massachusetts business trust) (1);
Chairman of the Board and Trustee, Neuberger & Berman Income Funds;
Chairman of the Board and Trustee, Neuberger & Berman Income Trust;
Chairman of the Board and Trustee, Neuberger & Berman Equity Funds;
Chairman of the Board and Trustee, Neuberger & Berman Equity Trust;
Chairman of the Board and Trustee, Income Managers Trust; Chairman of the
Board and Trustee, Equity Managers Trust; Chairman of the Board and
Trustee, Global Managers Trust; Chairman of the Board and Trustee,
Neuberger & Berman Equity Assets.

Theodore P. Giuliano President and Trustee, Neuberger & Berman Income Funds; President and
Vice President and Trustee, Neuberger & Berman Income Trust; President and Trustee, Income
Director, N&B Management; Managers Trust.
General Partner, Neuberger & Berman

C. Carl Randolph Assistant Secretary, Neuberger & Berman Advisers Management Trust
General Partner, Neuberger & Berman (Delaware business trust); Assistant Secretary, Advisers Managers Trust;
Assistant Secretary, Neuberger & Berman Advisers Management Trust
(Massachusetts business trust) (1); Assistant Secretary, Neuberger &
Berman Income Funds; Assistant Secretary, Neuberger & Berman Income Trust;
Assistant Secretary, Neuberger & Berman Equity Funds; Assistant Secretary,
Neuberger & Berman Equity Trust; Assistant Secretary, Income Managers
Trust; Assistant Secretary, Equity Managers Trust; Assistant Secretary,
Global Managers Trust; Assistant Secretary, Neuberger & Berman Equity
Assets.

Felix Rovelli Senior Vice President-Senior Equity Portfolio Manager, BNP-N&B Global
Vice President, Asset Management L.P. (joint venture of Neuberger & Berman and Banque
N&B Management Nationale de Paris) (2).

Richard Russell Treasurer, Neuberger & Berman Advisers Management Trust (Delaware business
Vice President, trust); Treasurer, Advisers Managers Trust; Treasurer, Neuberger & Berman
N&B Management Advisers Management Trust (Massachusetts business trust) (1); Treasurer,
Neuberger & Berman Income Funds; Treasurer, Neuberger & Berman Income
Trust; Treasurer, Neuberger & Berman Equity Funds; Treasurer, Neuberger &
Berman Equity Trust; Treasurer, Income Managers Trust; Treasurer, Equity
Managers Trust; Treasurer, Global Managers Trust; Treasurer, Neuberger &
Berman Equity Assets.

C-9
<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------

Daniel J. Sullivan Vice President, Neuberger & Berman Advisers Management Trust (Delaware
Senior Vice President, N&B Management business trust); Vice President, Advisers Managers Trust; Vice President,
Neuberger & Berman Advisers Management Trust (Massachusetts business
trust) (1); Vice President, Neuberger & Berman Income Funds; Vice
President, Neuberger & Berman Income Trust; Vice President, Neuberger &
Berman Equity Funds; Vice President, Neuberger & Berman Equity Trust; Vice
President, Income Managers Trust; Vice President, Equity Managers Trust;
Vice President, Global Managers Trust; Vice President, Neuberger & Berman
Equity Assets.

Susan Switzer Portfolio Manager, Mitchell Hutchins Asset Management Inc., 1285 Avenue of
Assistant Vice President, the Americas, New York, New York 10019 (3).
N&B Management

Michael J. Weiner Vice President, Neuberger & Berman Advisers Management Trust (Delaware
Senior Vice President, business trust); Vice President, Advisers Managers Trust; Vice President,
N&B Management Neuberger & Berman Advisers Management Trust (Massachusetts business
trust) (1); Vice President, Neuberger & Berman Income Funds; Vice
President, Neuberger & Berman Income Trust; Vice President, Neuberger &
Berman Equity Funds; Vice President, Neuberger & Berman Equity Trust; Vice
President, Income Managers Trust; Vice President, Equity Managers Trust;
Vice President, Global Managers Trust; Vice President, Neuberger & Berman
Equity Assets.

Celeste Wischerth, Assistant Treasurer, Neuberger & Berman Advisers Management Trust
Assistant Vice President, (Delaware business trust); Assistant Treasurer, Advisers Managers Trust;
N&B Management Assistant Treasurer, Neuberger & Berman Income Funds; Assistant Treasurer,
Neuberger & Berman Income Trust; Assistant Treasurer, Neuberger & Berman
Equity Funds; Assistant Treasurer, Neuberger & Berman Equity Trust;
Assistant Treasurer, Income Managers Trust; Assistant Treasurer, Equity
Managers Trust; Assistant Treasurer, Global Managers Trust; Assistant
Treasurer, Neuberger & Berman Equity Assets.

Lawrence Zicklin President and Trustee, Neuberger & Berman Advisers Management Trust
Director, N&B Management; (Delaware business trust); President and Trustee, Advisers Managers Trust;
General Partner, Neuberger & Berman President and Trustee, Neuberger & Berman Advisers Management Trust
(Massachusetts business trust) (1); President and Trustee, Neuberger &
Berman Equity Funds; President and Trustee, Neuberger & Berman Equity
Trust; President and Trustee, Equity Managers Trust; President, Global
Managers Trust; President and Trustee, Neuberger & Berman Equity Assets.

</TABLE>

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

C-10
<PAGE>

(1) Until April 30, 1995.
(2) Until October 31, 1995.
(3) Until 1994.

Item 29. Principal Underwriters.
------- ----------------------

(a) Neuberger & Berman Management Incorporated, 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 Funds
Neuberger & Berman Equity Assets
Neuberger & Berman Income Funds
Neuberger & Berman Income Trust

Neuberger & Berman Management Incorporated is also the
investment manager to the master funds in which the above-named investment
companies invest.

(b) Set forth below is information concerning the
directors and officers of the Registrant's principal underwriter. The
principal business address of each of the persons listed is 605 Third
Avenue, New York, New York 10158-0180, which is also the address of the
Registrant's principal underwriter.

<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
---- --------------------- ---------------------

Claudia A. Brandon Vice President Secretary

Patrick T. Byrne Assistant Vice President None

Richard A. Cantor Chairman of the Board and Director None

Robert Conti Treasurer None

Stacy Cooper-Shugrue Assistant Vice President Assistant Secretary

Robert Cresci Assistant Vice President None

William Cunningham Vice President None

C-11
<PAGE>

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

Barbara DiGiorgio Assistant Vice President Assistant Treasurer

Roberta D'Orio Assistant Vice President None

Stanley Egener President and Director Chairman of the Board of Trustees
(Chief Executive Officer)

Joseph G. Galli Assistant Vice President None

Robert I. Gendelman Assistant Vice President None

Mark R. Goldstein Vice President None

Theodore P. Giuliano Vice President and Director None

Farha-Joyce Haboucha Vice President None

Leslie Holliday-Soto Assistant Vice President None

Jody L. Irwin Assistant Vice President None

Michael M. Kassen Vice President None

Irwin Lainoff Director None

Michael Lamberti Vice President None

Josephine Mahaney Vice President None

Carmen G. Martinez Assistant Vice President None

Lawrence Marx III Vice President None

Ellen Metzger Vice President and Secretary None

Paul Metzger Assistant Vice President None

Janet W. Prindle Vice President None

Kevin L. Risen Assistant Vice President None

Felix Rovelli Vice President None

Richard Russell Vice President Treasurer (Principal Accounting
Officer)

Marvin C. Schwartz Director None

C-12
<PAGE>

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

Kent C. Simons Vice President None

Frederick B. Soule Vice President None

Peter E. Sundman Senior Vice President None

Daniel J. Sullivan Senior Vice President Vice President

Susan Switzer Assistant Vice President None

Andrea Trachtenberg Vice President of Marketing None

Judith M. Vale Vice President None

Clara Del Villar Vice President None

Susan Walsh Assistant Vice President None

Michael J. Weiner Senior Vice President Vice President
(Principal Financial Officer)

Celeste Wischerth Assistant Vice President Assistant Treasurer

Thomas Wolfe Vice President None

Lawrence Zicklin Director Trustee and President

</TABLE>

(c) No commissions or other compensation were received
directly or indirectly from the Registrant by any principal underwriter
who was not an affiliated person of the Registrant.

Item 30. Location of Accounts and Records.
------- --------------------------------

All accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940, 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.

C-13
<PAGE>

All accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940, 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 the Equity Managers Trust's Declaration of Trust and By-laws, minutes
of meetings of Equity Managers Trust's Trustees and shareholders and
Equity Managers Trust's policies and contracts, which are maintained at
the offices of the Equity Managers Trust, 605 Third Avenue, New York, New
York 10158.

Item 31. Management Services
------- -------------------

Other than as set forth in Parts A and B of this
Registration Statement, the Registrant is not a party to any management-
related service contract.

Item 32. Undertakings
------- ------------

Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual report
to shareholders of Neuberger & Berman Focus, Neuberger & Berman Genesis,
Neuberger & Berman Guardian, Neuberger & Berman Manhattan, and Neuberger &
Berman Partners Trusts, upon request and without charge.

C-14
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, NEUBERGER & BERMAN
EQUITY TRUST has duly caused this Post-Effective Amendment No. 9 to its
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City and State of New York on the 4th day
of October, 1996.

NEUBERGER & BERMAN EQUITY TRUST

/s/ Lawrence Zicklin
By:-------------------------
Lawrence Zicklin
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 9 has been signed below by the following
persons in the capacities and on the date indicated.

Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Faith Colish Trustee October 4, 1996
-----------------------
Faith Colish*

/s/Donald M. Cox Trustee October 4, 1996
-----------------------
Donald M. Cox*

/s/Stanley Egener Chairman of the Board and October 4, 1996
----------------------- Trustee (Chief Executive
Stanley Egener* Officer)
/s/Howard A. Mileaf Trustee October 4, 1996
-----------------------
Howard A. Mileaf*

/s/Edward I. O'Brien Trustee October 4, 1996
-----------------------
Edward I. O'Brien*
(signatures continued on next page)
<PAGE>

Signature Title Date
--------- ----- ----

/s/John T. Patterson, Jr. Trustee October 4, 1996
-------------------------
John T. Patterson, Jr.*
/s/John P. Rosenthal Trustee October 4, 1996
-------------------------
John P. Rosenthal*

/s/Cornelius T. Ryan Trustee October 4, 1996
-------------------------
Cornelius T. Ryan*

/s/Gustave H. Shubert Trustee October 4, 1996
-------------------------
Gustave H. Shubert*
/s/Alan R. Gruber Trustee October 4, 1996
-------------------------
Alan R. Gruber*

/s/Lawrence Zicklin President and Trustee October 4, 1996
-------------------------
Lawrence Zicklin*
/s/Michael J. Weiner Vice President October 4, 1996
------------------------ (Principal Financial Officer)
Michael J. Weiner*

/s/Richard Russell Treasurer October 4, 1996
----------------------- (Principal Accounting Officer)
Richard Russell*
</TABLE>

* Each of the above-named individuals has signed in his or her
capacity as a Trustee and/or officer of Neuberger & Berman Equity
Trust and a Trustee and/or officer of Equity Managers Trust.
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, EQUITY MANAGERS TRUST has duly caused
the Post-Effective Amendment No. 9 to be signed on its behalf by the
undersigned, thereto duly authorized, in the City and State of New York on
the 4th day of October, 1996.

EQUITY MANAGERS TRUST

By: /s/ Lawrence Zicklin
----------------------
Lawrence Zicklin
President
<PAGE>
<PAGE>

NEUBERGER & BERMAN EQUITY TRUST
POST-EFFECTIVE AMENDMENT NO. 8 ON FORM N-1A

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ------------ -----------

(1) (a) Certificate of Trust. Incorporated by Reference to Post-Effective N.A.
No. 8 to Registrant's Registration Statement, File Nos. 33-64368
and 811-7784, Edgar Accession No. 0000898432-95-000427.

(b) Trust Instrument of Neuberger & Berman Equity Trust. Incorporated N.A.
by Reference to Post-Effective No. 8 to Registrant's Registration
Statement, File Nos. 33-64368 and 811-7784, Edgar Accession
No. 0000898432-95-000427.

(c) Schedule A - Current Series of Neuberger & Berman Equity Trust. N.A.
Incorporated by Reference to Post-Effective No. 8 to Registrant's
Registration Statement, File Nos. 33-64368 and 811-7784, Edgar
Accession No. 0000898432-95-000427.

(2) By-laws of Neuberger & Berman Equity Trust. Incorporated by Reference to N.A.
Post-Effective No. 8 to Registrant's Registration Statement, File Nos. 33-
64368 and 811-7784, Edgar Accession No. 0000898432-95-000427.

(3) Voting Trust Agreement. None. N.A.

(4) Specimen Share Certificate. Incorporated by Reference to Post-Effective N.A.
Amendment No. 4 to Registrant's Registration Statement, File Nos. 33-64368
and 811-7784.

(5) (a) (i) Management Agreement Between Equity Managers Trust and N.A.
Neuberger & Berman Management Incorporated. Incorporated
by Reference to Post-Effective Amendment No. 70 to
Registration Statement of Neuberger & Berman Equity
Funds, File Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-000314.

(ii) Schedule A - Series of Neuberger & Berman Equity Managers N.A.
Trust Currently Subject to the Management Agreement.
Incorporated by Reference to Post-Effective Amendment No.
70 to Registration Statement of Neuberger & Berman Equity
Funds, File Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-000314.

<PAGE>

Sequentially
Exhibit Numbered
Number Description Page
------- ------------ -----------

(iii) Schedule B - Schedule of Compensation Under the N.A.
Management Agreement. Incorporated by Reference to Post-
Effective Amendment No. 70 to Registration Statement of
Neuberger & Berman Equity Funds, File Nos. 2-11357 and
811-582, Edgar Accession No. 0000898432-000314.

(b) (i) Sub-Advisory Agreement Between Neuberger & Berman N.A.
Management Incorporated and Neuberger & Berman, L.P. with
Respect to Equity Managers Trust. Incorporated by
Reference to Post-Effective Amendment No. 70 to
Registration Statement of Neuberger & Berman Equity
Funds, File Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-000314.

(ii) Schedule A - Series of Neuberger & Berman Equity Managers N.A.
Trust Currently Subject to the Sub-Advisory Agreement.
Incorporated by Reference to Post-Effective Amendment No.
70 to Registration Statement of Neuberger & Berman Equity
Funds, File Nos. 2-11357 and 811-582, Edgar Accession No.
0000898432-000314.

(6) (a) Distribution Agreement Between Neuberger & Berman Equity Trust and N.A.
Neuberger & Berman Management Incorporated. Incorporated by
Reference to Post-Effective No. 8 to Registrant's Registration
Statement, File Nos. 33-64368 and 811-7784, Edgar Accession
No. 0000898432-95-000427.

(b) Schedule A - Series of Neuberger & Berman Equity Trust Currently N.A.
Subject to the Distribution Agreement. Incorporated by Reference
to Post-Effective No. 8 to Registrant's Registration Statement,
File Nos. 33-64368 and 811-7784, Edgar Accession No. 0000898432-95-
000427.

(7) Bonus, Profit Sharing or Pension Plans. None. N.A.

<PAGE>

Sequentially
Exhibit Numbered
Number Description Page
------- ------------ -----------

(8) (a) Custodian Contract Between Neuberger & Berman Equity Trust and N.A.
State Street Bank and Trust Company. Incorporated by Reference to
Post-Effective No. 8 to Registrant's Registration Statement, File
Nos. 33-64368 and 811-7784, Edgar Accession No. 0000898432-95-
000427.

(b) Schedule A - Approved Foreign Banking Institutions and Securities
Depositories Under the Custodian Contract. Incorporated by
Reference to Post-Effective No. 8 to Registrant's Registration N.A.
Statement, File Nos. 33-64368 and 811-7784, Edgar Accession
No. 0000898432-95-000427.

(9) (a) (i) Transfer Agency and Service Agreement Between Neuberger & N.A.
Berman Equity Trust and State Street Bank and Trust
Company. Incorporated by Reference to Post-Effective No.
8 to Registrant's Registration Statement, File Nos. 33-
64368 and 811-7784, Edgar Accession No. 0000898432-95-
000427.

(ii) Agreement Between Neuberger & Berman Equity Trust and
State Street Bank and Trust Company Adding Neuberger & N.A.
Berman NYCDC Socially Responsive Trust as a Portfolio
Governed by the Transfer Agency Agreement. Incorporated
by Reference to Post-Effective No. 8 to Registrant's
Registration Statement, File Nos. 33-64368 and 811-7784,
Edgar Accession No. 0000898432-95-000427.

(iii) First Amendment to Transfer Agency and Service Agreement N.A.
between Equity Trust and State Street Bank and Trust
Company. Incorporated by Reference to Post-Effective No.
8 to Registrant's Registration Statement, File Nos. 33-
64368 and 811-7784, Edgar Accession No. 0000898432-95-
000427.

(b) (i) Administration Agreement Between Neuberger & Berman N.A.
Equity Trust and Neuberger & Berman Management
Incorporated. Incorporated by Reference to Post-
Effective No. 8 to Registrant's Registration Statement,
File Nos. 33-64368 and 811-7784, Edgar Accession
No. 0000898432-95-000427.

<PAGE>

Sequentially
Exhibit Numbered
Number Description Page
------- ------------ -----------

(ii) Schedule A - Series of Neuberger & Berman Equity Trust N.A.
Currently Subject to the Administration Agreement.
Incorporated by Reference to Post-Effective No. 8 to
Registrant's Registration Statement, File Nos. 33-64368
and 811-7784, Edgar Accession No. 0000898432-95-000427.

(iii) Schedule B - Schedule of Compensation Under the N.A.
Administration Agreement. Incorporated by Reference to
Post-Effective No. 8 to Registrant's Registration
Statement, File Nos. 33-64368 and 811-7784, Edgar
Accession No. 0000898432-95-000427.

(10) Opinion and Consent of Kirkpatrick & Lockhart LLP on Securities _____
Matters. To Be Filed by Amendment.

(11) (a) Consent of Ernst & Young LLP, Independent Auditors. To Be Filed by _____
Amendment.

(b) Consent of Coopers & Lybrand L.L.P., Independent Accountants. To _____
Be Filed by Amendment.

(12) Financial Statements Omitted from Prospectus. None. N.A.

(13) Letter of Investment Intent. None. N.A.

(14) Prototype Retirement Plan. None. N.A.

(15) Plan Pursuant to Rule 12b-1. None. N.A.

(16) Schedule of Computation of Performance Quotations. Incorporated by N.A.
Reference to Post-Effective Amendment No. 4 to Registrant's
Registration Statement, File Nos. 33-64368 and 811-7784.

(17) Financial Data Schedule. To Be Filed by Amendment. _____

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

</TABLE>

<PAGE>