NEUBERGER BERMAN EQUITY TRUST, 485APOS, 1999-10-01

NEUBERGER BERMAN EQUITY TRUST
485APOS, 1999-10-01

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As filed with the Securities and Exchange Commission on October 1, 1999
1933 Act Registration No. 033-64368
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. [23] [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. [21] [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 __________ pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on ________________pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on _______________pursuant to paragraph (a)(2)

Neuberger Berman Equity Trust is a "master/feeder fund." This Post-Effective
Amendment No. 23 includes a signature page for the master fund, Equity Managers
Trust, and appropriate officers and trustees thereof.

<PAGE>

NEUBERGER BERMAN EQUITY TRUST

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 23 ON FORM N-1A

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

Cover Sheet

Contents of Post-Effective Amendment No. 23 on Form N-1A

Neuberger Berman Focus Trust

Neuberger Berman Genesis Trust

Neuberger Berman Guardian Trust

Neuberger Berman International Trust

Neuberger Berman Manhattan Trust

Neuberger Berman Millennium Trust

Neuberger Berman Partners Trust

Neuberger Berman Regency Trust

Part A - Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Pages

Exhibit Index

<PAGE>

<PAGE>
PHOTO NEUBERGER BERMAN

NEUBERGER BERMAN
EQUITY TRUST
- --------------------------------------------------------------------------------
PROSPECTUS DECEMBER 1, 1999

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

Focus Trust
Genesis Trust
Guardian Trust
International Trust
Manhattan Trust
Millennium Trust
Partners Trust
Regency Trust
<PAGE>
CONTENTS
- -----------------

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

PAGE 2 ...... Focus Trust

8 ...... Genesis Trust

14 ...... Guardian Trust

20 ...... International Trust

26 ...... Manhattan Trust

32 ...... Millennium Trust

37 ...... Partners Trust

43 ...... Regency Trust

YOUR INVESTMENT

53 ...... Maintaining Your Account

55 ...... Share Prices

56 ...... Distributions and Taxes

58 ...... Fund Structure
</TABLE>

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

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

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

THESE FUNDS:

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

- - OFFER YOU THE OPPORTUNITY TO PARTICIPATE IN FINANCIAL MARKETS THROUGH
PROFESSIONALLY MANAGED STOCK PORTFOLIOS

- - ALSO OFFER THE OPPORTUNITY TO DIVERSIFY YOUR PORTFOLIO WITH FUNDS THAT INVEST
USING A VALUE OR A GROWTH APPROACH, OR A COMBINATION OF THE TWO

- - USE A MASTER/FEEDER STRUCTURE IN THEIR PORTFOLIOS; SEE PAGE 58 FOR INFORMATION
ON HOW IT WORKS

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

- - ARE MUTUAL FUNDS, NOT BANK DEPOSITS, AND ARE NOT GUARANTEED OR INSURED

1
<PAGE>
PHOTO

NEUBERGER BERMAN
FOCUS TRUST
- --------------------------------------------------------------------------------

Ticker Symbol: NBFCX ABOVE: PORTFOLIO MANAGER KENT C. SIMONS

"OUR INVESTMENT APPROACH FOR FOCUS TRUST INVOLVES LOOKING FOR COMPANIES THAT
HAVE LOW PRICE-TO-EARNINGS RATIOS, SOLID BALANCE SHEETS AND STRONG MANAGEMENT.
WE OFTEN FIND THAT THESE COMPANIES ARE CONCENTRATED IN CERTAIN SECTORS OF THE
ECONOMY, AND WE LOOK FURTHER WITHIN THESE SECTORS FOR OTHER COMPANIES THAT MEET
OUR CRITERIA."

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

INDUSTRY SECTORS
The economy is divided into sectors, each made up of related industries. By
focusing on several sectors at
a time, a fund can add a measure of diversification and still pursue the
performance potential of individual sectors.

This contrasts with an approach of limiting investment to one sector, which may
offer greater opportunity but also more risk. A sector may have above-average
performance during particular periods, but individual sectors also tend to move
up and down more than the broader market.

VALUE INVESTING
At any given time, there are companies whose stock prices are below the market
average, based on earnings, book value, or other financial measures. The value
investor examines these companies, searching for those that may rise in price
when other investors realize their worth.

[ICON]
THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of companies of
any size that fall within the following sectors:

- - autos and housing

- - consumer goods and services

- - defense and aerospace

- - energy

- - financial services

- - health care

- - heavy industry

- - machinery and equipment

- - media and entertainment

- - retailing

- - technology

- - transportation

- - utilities

At any given time, the fund intends to place most of its assets in those sectors
on the list that the manager believes are undervalued. The fund generally
invests at least 90% of net assets in no more than six sectors. However, it does
not invest more than 50% of total assets in any one sector, or more than 25% of
total assets in any one industry.

The manager looks for undervalued companies. Factors in identifying these firms
may include above-average returns, an established market niche, and sound future
business prospects. This approach is designed to let the fund benefit from
potential increases in stock prices while limiting the risks typically
associated with investing in a small number
of sectors.

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

Focus Trust 3
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

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

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

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

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

Because the fund typically focuses on a few sectors at a time, its performance
is likely to be disproportionately affected by the factors influencing those
sectors. These may include market, economic, political, or regulatory
developments, among others. The fund's performance may also suffer if a sector
does not perform as the portfolio manager expected.

To the extent that the fund emphasizes any particular size of stock, it takes on
the associated risks. Mid- and small-cap stocks tend to be more volatile than
large-cap stocks; over time, however, large-cap stocks may perform better or
worse than mid- and small-cap stocks. At any given time, one size of stock may
be out of favor with investors.

4 Neuberger Berman
<PAGE>
PERFORMANCE
- ------------------------------------------------------------

PERFORMANCE MEASURES
The information on this page provides different measures of the fund's total
return. Total return includes the effect of distributions as well as changes in
share price. The figures assume that all distributions were reinvested in the
fund.

As a frame of reference, the table includes a broad-based market index. The
fund's performance figures include all of its expenses; the index does not
include costs of investment.

Because the fund had a policy of investing heavily in energy stocks prior to
November 1991, and invested mainly in large-cap stocks prior to September 1998,
its performance during those times would have been different if current policies
had been in effect.

[ICON] The bar chart below shows how
performance has varied from year to year. The table below the chart
shows what the returns would equal if you averaged out actual
performance over various lengths of time. This information is based on past
performance; it's not a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1989 29.78%
'90 -5.92%
'91 24.66%
'92 21.10%
'93 19.60%
'94 0.93%
'95 36.03%
'96 16.29%
'97 24.15%
'98 13.17%
BEST QUARTER: Q2' 97, up 16.90%
WORST QUARTER: Q3' 90, down 9.07%
Year-to-date performance as of 9/30/98: down
15.87%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98*

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- -------------------------------------------------------------------

FOCUS TRUST 13.17 17.54 17.33
S&P 500 Index 28.52 24.02 19.16
</TABLE>

The S&P 500 is an unmanaged index of U.S. stocks.
* THE FUND BEGAN OPERATING IN AUGUST 1993. PERFORMANCE RESULTS FROM 1988 TO
AUGUST 1993 ARE ACTUALLY THOSE OF ANOTHER NEUBERGER BERMAN FUND THAT BEGAN
OPERATIONS IN 1955, AND INVESTS IN THE SAME PORTFOLIO OF SECURITIES. BECAUSE
THE OLDER FUND HAD MODERATELY LOWER EXPENSES, ITS PERFORMANCE WAS SLIGHTLY
BETTER THAN FOCUS TRUST WOULD HAVE HAD. THAT OLDER FUND IS NOT OFFERED IN THIS
PROSPECTUS.

Focus Trust 5
<PAGE>
INVESTOR EXPENSES
- ------------------------------------------------------------

MANAGEMENT
KENT C. SIMONS is a Vice President of Neuberger Berman Management and a
principal of Neuberger Berman, LLC. He has managed the fund's assets
since 1988.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/99, the
management/administration fees paid to Neuberger Berman Management were 0.89% of
average net assets.

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

FEE TABLE

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

ANNUAL OPERATING EXPENSES (% of average net assets)*

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

<TABLE>
<S> <C> <C>
Management fees 0.89
PLUS: Distribution (12b-1) fees 0.10
Other expenses 0.09
....
EQUALS: Total annual operating expenses 1.08
</TABLE>

* NEUBERGER BERMAN MANAGEMENT REIMBURSES CERTAIN EXPENSES OF THE FUND SO THAT
ITS TOTAL ANNUAL OPERATING EXPENSES ARE NOT MORE THAN 0.20% ABOVE THOSE OF
ANOTHER NEUBERGER BERMAN FUND THAT INVESTS IN THE SAME PORTFOLIO OF
SECURITIES. THIS ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE
COMMISSIONS, AND EXTRAORDINARY EXPENSES. UNDER THIS ARRANGEMENT, WHICH
NEUBERGER BERMAN MANAGEMENT CAN TERMINATE UPON SIXTY DAYS' NOTICE TO THE FUND,
TOTAL ANNUAL OPERATING EXPENSES OF THE FUND LAST YEAR WERE LIMITED TO 1.05% OF
THE FUND'S AVERAGE NET ASSETS. ACTUAL EXPENSES THIS YEAR MAY BE HIGHER OR
LOWER. THE TABLE INCLUDES COSTS PAID BY THE FUND AND ITS SHARE OF MASTER
PORTFOLIO COSTS. FOR MORE INFORMATION ON MASTER/FEEDER FUNDS, SEE "FUND
STRUCTURE" ON PAGE 58.

EXPENSE EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
- -----------------------------------------------------------
Expenses** $110 $343 $595 $1317
</TABLE>

** UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT DESCRIBED IN THE FOOTNOTE
ABOVE, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE
$107, $334, $579, AND $1283, RESPECTIVELY.

6 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what
it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 11.36 14.41 14.83 21.27
PLUS: Income from investment operations
Net investment income 0.05 0.06 0.01 0.03
Net gains/losses -- realized and unrealized 3.05 0.46 6.49 (3.66)
Subtotal: income from investment operations 3.10 0.52 6.50 (3.63)
MINUS: Distributions to shareholders
Income dividends 0.05 0.02 0.06 0.01
Capital gain distributions -- 0.08 -- 0.49
Subtotal: distributions to shareholders 0.05 0.10 0.06 0.50
...........................................
EQUALS: Share price (NAV) at end of year 14.41 14.83 21.27 17.14
- --------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as well as how they
would have been if certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual 0.96 0.99 0.96 0.94
Gross expenses(1) 2.50 1.27 1.06 0.97
Expenses(2) -- 0.99 0.96 0.94
Net investment income -- actual 0.67 0.63 0.11 0.17
- --------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return(3) (%) 27.44 3.62 43.93 (17.45)
Net assets at end of year (in millions of dollars) 14.5 55.6 160.9 193.2
Portfolio turnover rate (%) 36 39 63 64
</TABLE>

The figures above have been audited by Ernst & Young LLP, the fund's independent
auditors. Their report, along with full financial statements, appears in the
fund's most recent shareholder report (see back cover).

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.
(3) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

Focus Trust 7
<PAGE>
PHOTO

NEUBERGER BERMAN
GENESIS TRUST
- --------------------------------------------------------------------------------

Ticker Symbol: NBGEX ABOVE: PORTFOLIO MANAGERS ROBERT W. D'ALELIO
AND JUDITH M. VALE

"WE SEEK OUT SMALL COMPANIES THAT ARE LITTLE-KNOWN AND OFTEN FOUND IN LESS
GLAMOROUS INDUSTRIES. POTENTIAL FOR GROWTH IS ONE AREA WE FOCUS ON, BUT EQUALLY
IMPORTANT TO US IS EVIDENCE OF SOLID PERFORMANCE AND A PROVEN MANAGEMENT TEAM.
AND AS VALUE INVESTORS, WE LOOK FOR STOCKS THAT ARE SELLING AT ATTRACTIVE
PRICES."

8
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

SMALL-CAP STOCKS
Historically, stocks of smaller companies have not always moved in tandem with
those of larger companies. Over the last 40 years, small-caps have outperformed
large-caps more than 60% of the time. However, small-caps have often fallen more
severely during market downturns.

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of
small-capitalization companies, which it defines as those with a total market
value of no more than $1.5 billion at the time the fund first invests in them.
The fund may continue to hold or add to a position in a stock after it has grown
beyond $1.5 billion. The fund seeks to reduce risk by diversifying among many
companies and industries.

The managers look for undervalued companies whose current product lines and
balance sheets are strong. Factors in identifying these firms may include:

- - above-average returns

- - an established market niche

- - circumstances that would make it difficult for new competitors to enter the
market

- - the ability to finance their own growth

- - sound future business prospects

This approach is designed to let the fund benefit from potential increases in
stock prices while limiting the risks typically associated with small-cap
stocks.

At times, the managers may emphasize certain industries that they believe will
benefit from market or economic trends.

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

Genesis Trust 9
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

Stock prices of many smaller companies are based on future expectations. The
portfolio managers tend to focus on companies whose financial strength is
largely based on existing business lines rather than projected growth. While
this can help reduce risk, the fund is still subject to many of the risks of
small-cap investing. These include the risk that the fund's holdings may:

- - fluctuate more widely in price than the market as a whole

- - underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns or when small-cap stocks are out of favor

- - be more affected than other types of stocks by the underperformance of a more
heavily weighted sector

With a value approach, there is also the risk that stocks may remain undervalued
during a given period. This may happen because value stocks as a category lose
favor with investors compared to growth stocks or because the managers failed to
anticipate which stocks or industries would benefit from changing market or
economic conditions.

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

As a frame of reference, the table includes a broad-based market index. The
fund's performance figures include all of its expenses; the index does not
include costs of investment.

YEAR-BY-YEAR % RETURNS as of 12/31 each year*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1989 17.25%
'90 -16.24%
'91 41.55%
'92 15.62%
'93 14.37%
'94 -1.66%
'95 27.17%
'96 29.90%
'97 34.86%
'98 -6.98%
BEST QUARTER: Q1' 91, up 25.05%
WORST QUARTER: Q3' 90, down 21.81%
Year-to-date performance as of 9/30/99: down
17.19%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98*

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- ----------------------------------------------------------------
GENESIS TRUST -6.98 15.30 14.12
Russell 2000 Index -2.55 11.87 12.92
</TABLE>

The Russell 2000 is an unmanaged index of U.S. small-cap stocks.

* THE FUND BEGAN OPERATING IN AUGUST 1993. PERFORMANCE RESULTS FROM SEPTEMBER
1988 TO AUGUST 1993 ARE ACTUALLY THOSE OF ANOTHER NEUBERGER BERMAN FUND THAT
BEGAN OPERATIONS IN 1988, AND INVESTS IN THE SAME PORTFOLIO OF SECURITIES.
BECAUSE THE OLDER FUND HAD MODERATELY LOWER EXPENSES, ITS PERFORMANCE WAS
SLIGHTLY BETTER THAN GENESIS TRUST WOULD HAVE HAD. THAT OLDER FUND IS NOT
OFFERED IN THIS PROSPECTUS.

Genesis Trust 11
<PAGE>
INVESTOR EXPENSES
- ------------------------------------------------------------

MANAGEMENT
JUDITH M. VALE and ROBERT W. D'ALELIO are Vice Presidents of Neuberger Berman
Management and principals of Neuberger Berman, LLC. Vale and D'Alelio have been
senior members of the Small Cap Group since 1992 and 1996, respectively. Vale
has co-managed the fund's assets since 1994. D'Alelio joined the firm in 1996
and has co-managed the fund's assets since 1997. From 1998 to 1996, he was a
senior portfolio manager at another firm.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/99, the
management/administration fees paid to Neuberger Berman Management
were 1.12% of average
net assets.

FEE TABLE

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

ANNUAL OPERATING EXPENSES (% of average net assets)*

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

<TABLE>
<S> <C> <C>
Management fees 1.12
PLUS: Distribution (12b-1) fees 0.10
Other expenses 0.11
....
EQUALS: Total annual operating expenses 1.33
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES. ACTUAL EXPENSES
THIS YEAR MAY BE HIGHER OR LOWER. THE TABLE INCLUDES COSTS PAID BY THE FUND
AND ITS SHARE OF MASTER PORTFOLIO COSTS. FOR MORE INFORMATION ON MASTER/
FEEDER FUNDS, SEE "FUND STRUCTURE" ON PAGE 58.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
- -----------------------------------------------------------
Expenses $135 $421 $729 $1601
</TABLE>

12 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what
it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 10.59 12.65 14.99 21.45
PLUS: Income from investment operations
Net investment income (loss) (0.01) (0.02) (0.01) 0.12
Net gains/losses -- realized and unrealized 2.08 2.68 6.61 (4.14)
Subtotal: income from investment operations 2.07 2.66 6.60 (4.02)
MINUS: Distributions to shareholders
Capital gain distributions 0.01 0.32 0.14 0.15
Subtotal: distributions to shareholders 0.01 0.32 0.14 0.15
...........................................
EQUALS: Share price (NAV) at end of year 12.65 14.99 21.45 17.28
- --------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income (loss) -- as they actually are as well as how
they would have been if certain expense reimbursement/waiver and offset arrangements had not been in effect.
Net expenses -- actual 1.42 1.38 1.25 1.17
Gross expenses(1) 1.78 1.65 1.35 1.19
Expenses(2) -- 1.38 1.26 1.17
Net investment income (loss) -- actual (0.24) (0.27) (0.16) 0.68
- --------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return(3) (%) 19.51 21.44 44.31 (18.88)
Net assets at end of year (in millions of dollars) 30.6 65.2 382.7 704.5
Portfolio turnover rate (%) 37 21 18 18
</TABLE>

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT/WAIVER.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS; THE MANAGEMENT FEE WAIVER IS INCLUDED, HOWEVER. THIS
CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER 9/1/95.
(3) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES
AND/OR WAIVED A PORTION OF THE MANAGEMENT FEE.

Genesis Trust 13
<PAGE>
PHOTO

NEUBERGER BERMAN
GUARDIAN TRUST
- --------------------------------------------------------------------------------

Ticker Symbol: NBGTX ABOVE: PORTFOLIO MANAGERS KEVIN L. RISEN AND
ALLAN "RICK" WHITE

"WE LOOK FOR ESTABLISHED COMPANIES WHOSE INTRINSIC VALUE, BY OUR MEASURE, HAS
YET TO BE DISCOVERED BY THE MAJORITY OF INVESTORS. IN MANAGING OVERALL RISK, WE
MAKE A CONSCIOUS EFFORT TO DETERMINE THE RISK/REWARD SCENARIO OF EACH INDIVIDUAL
HOLDING AS WELL AS ITS IMPACT AT THE PORTFOLIO LEVEL."

14
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

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

Compared to smaller companies, large companies can be less responsive to changes
and opportunities. At the same time, their returns have sometimes led those of
smaller companies, often with lower volatility.

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

To pursue these goals, the fund invests mainly in common stocks of
large-capitalization companies. Because the managers tend to find that
undervalued stocks may be more common in certain sectors of the economy at a
given time, the fund may emphasize those sectors.

The fund seeks to reduce risk by diversifying among a large number of companies
across many different industries and economic sectors, and by managing its
overall exposure to a wide variety of risk factors.

The managers look for well managed companies whose stock prices are undervalued.
Factors in identifying these firms may include:

- - solid balance sheets

- - above-average returns

- - low valuation measures

- - strong competitive positions

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

Guardian Trust 15
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

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

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

To the extent that a value approach dictates an emphasis on certain sectors of
the market at any given time, the fund's performance is likely to be
disproportionately affected by the economic, market, and other developments that
may influence those sectors. The fund's performance may also suffer if a sector
does not perform as the portfolio managers expected.

16 Neuberger Berman
<PAGE>
PERFORMANCE
- ------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index. The
fund's performance figures include all of its expenses; the index does not
include costs of investment.

DISTRIBUTION HISTORY
In keeping with its goal, the fund has paid an income distribution every quarter
since December 1993, the year of its inception. It has also paid an annual
capital gain distribution during the same period. Of course, the fund cannot
guarantee that it will continue to make these distributions.

[ICON] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. This information is based on past performance; it's not
a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1989 21.50%
'90 -4.71%
'91 34.33%
'92 19.01%
'93 13.52%
'94 1.52%
'95 31.99%
'96 17.74%
'97 17.83%
'98 2.36%
BEST QUARTER:
WORST QUARTER:
Year-to-date performance as of 9/30/99: down
16.88%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98*

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- -------------------------------------------------------------------
GUARDIAN TRUST 2.36 13.73 14.86
S&P 500 Index 28.52 24.02 19.16
Russell 1000 Value Index 15.63 20.86 17.38
</TABLE>

The S&P 500 and Russell 1000 Value are unmanaged indexes of U.S. stocks.
* THE FUND BEGAN OPERATING IN AUGUST 1993. PERFORMANCE RESULTS FROM 1988 TO
AUGUST 1993 ARE ACTUALLY THOSE OF ANOTHER NEUBERGER BERMAN FUND THAT BEGAN
OPERATIONS IN 1950, AND INVESTS IN THE SAME PORTFOLIO OF SECURITIES. BECAUSE
THE OLDER FUND HAD MODERATELY LOWER EXPENSES, ITS PERFORMANCE WAS SLIGHTLY
BETTER THAN GUARDIAN TRUST WOULD HAVE HAD. THAT OLDER FUND IS NOT OFFERED IN
THIS PROSPECTUS.

Guardian Trust 17
<PAGE>
INVESTOR EXPENSES
- ------------------------------------------------------------

MANAGEMENT
KEVIN L. RISEN and ALLAN R. WHITE III are Vice Presidents of Neuberger Berman
Management and principals of Neuberger Berman, LLC. Risen has co-managed the
fund's assets since 1996. He joined Neuberger Berman in 1992 as an analyst, and
has been a portfolio manager since 1995. White has been co-manager of the fund
since September 1998, when he joined the firm. From 1989 to 1998 he was a
portfolio manager at another firm.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/99, the
management/administration fees paid to Neuberger Berman Management
were 0.84% of average
net assets.

FEE TABLE

SHAREHOLDER FEES None

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

ANNUAL OPERATING EXPENSES (% of average net assets)*

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

<TABLE>
<S> <C> <C>
Management fees 0.84
PLUS: Distribution (12b-1) fees 0.10
Other expenses 0.03
....
EQUALS: Total annual operating expenses 0.98
</TABLE>

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
- -----------------------------------------------------------
Expenses $100 $312 $542 $1201
</TABLE>

18 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what it distributed
to investors, and how its share price changed.
Share price (NAV) at beginning of year 11.27 13.83 14.24 19.47
PLUS: Income from investment operations
Net investment income 0.13 0.16 0.08 0.09
Net gains/losses -- realized and unrealized 2.55 0.55 5.48 (3.93)
Subtotal: income from investment operations 2.68 0.71 5.56 (3.84)
MINUS: Distributions to shareholders
Income dividends 0.12 0.14 0.10 0.10
Capital gain distributions -- 0.16 0.23 1.29
Subtotal: distributions to shareholders 0.12 0.30 0.33 1.39
.................................................................
EQUALS: Share price (NAV) at end of year 13.83 14.24 19.47 14.24
- ----------------------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as well as how they would have been if
certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual 0.90 0.92 0.88 0.87
Gross expenses(1) 0.96 0.92 -- --
Expenses(2) -- 0.92 0.88 0.87
Net investment income -- actual 1.35 1.26 0.47 0.50
- ----------------------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all distributions were
reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 24.01(3) 5.19(3) 39.56 (20.88)
Net assets at end of year (in millions of dollars) 683.1 1,340.1 2,269.8 1,529.5
Portfolio turnover rate (%) 26 37 50 60
</TABLE>

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.
(3) Would have been lower if Neuberger Berman Management had not reimbursed
certain expenses.

Guardian Trust 19
<PAGE>
PHOTO

NEUBERGER BERMAN
INTERNATIONAL TRUST
- --------------------------------------------------------------------------------

PORTFOLIO MANAGER VALERIE CHANG

"IN IDENTIFYING ATTRACTIVE STOCKS FROM AMONG THE MANY THOUSANDS
CURRENTLY AVAILABLE OUTSIDE THE U.S., IT'S IMPORTANT TO HAVE A CLEAR
STRATEGY. THIS FUND USES A COMBINATION OF GROWTH AND VALUE CRITERIA,
WHILE ALSO CONSIDERING LARGER SCALE ECONOMIC FACTORS."

20
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

FOREIGN STOCKS
There are many promising opportunities for investment outside the U.S. These
foreign markets often respond to different factors, and therefore tend to follow
cycles that are different from each other.

For this reason, many investors put a portion of their portfolios in foreign
investments as a way of gaining further diversification. While foreign stock
markets can be risky, investors gain an opportunity to add potential long-term
growth.

[ICON]
THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL BY INVESTING PRIMARILY IN
COMMON STOCKS OF FOREIGN COMPANIES.

To pursue this goal, the fund invests mainly in foreign companies of any size,
including companies in developed and emerging industrialized markets. The fund
defines a foreign company as one that is organized outside of the United States
and conducts the majority of its business abroad.

The fund seeks to reduce risk by diversifying among many industries. Although it
has the flexibility to invest a significant portion of its assets in one country
or region, it generally intends to remain well-diversified across countries and
geographical regions.

In picking stocks, the manager looks for well-managed companies that show
potential for above-average growth or whose stock prices are undervalued.
Factors in identifying these firms may include strong fundamentals, such as
attractive cash flows and balance sheets, as well as prices that are reasonable
in light of projected earnings growth. The manager also considers the outlooks
for various countries and regions around the world, examining economic, market,
social, and political conditions.

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

International Trust 21
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements. The fund may use derivatives for hedging and for speculation. Hedging
could reduce the fund's losses from currency fluctuations, but could also reduce
its gains. In using certain derivatives to gain stock market exposure for excess
cash holdings, the fund increases its risk of loss. A derivative instrument
could fail to perform as expected. Any speculative investment could cause a loss
for the fund.

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

Foreign stocks are riskier than comparable U.S. stocks. This is in part because
foreign markets are less developed and foreign governments, economies, laws, tax
codes and securities firms may be less stable. There is also a higher chance
that key information will be unavailable, incomplete, or inaccurate. As a
result, foreign stocks can fluctuate more widely in price than comparable U.S.
stocks, and they may also be less liquid. These risks are generally greater in
emerging markets. Over a given period of time, foreign stocks may underperform
U.S. stocks -- sometimes for years. The fund could also under-perform if the
manager invests in countries or regions whose economic performance falls short.

Changes in currency exchange rates bring an added dimension of risk. Currency
fluctuations could erase investment gains or add to investment losses.

To the extent that the fund invests in a type of stock, it takes on the risks
associated with that type. Growth stocks may suffer more than value stocks
during market downturns, while value stocks may remain undervalued. Mid- and
small-cap stocks tend to be less liquid and more volatile than large-cap stocks.
Any type of stock may underperform any other during a given period.

22 Neuberger Berman
<PAGE>
PERFORMANCE
- ------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index. The
fund's performance figures include all of its expenses; the index does not
include costs of investment.

Because the fund had a policy of investing primarily in mid- and large-cap
stocks prior to September 1998, its performance during that time would have been
different if current policies had been in effect.

[ICON] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. This information is based on past performance; it's not
a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1989
'90
'91
'92
'93
'94
'95 7.88%
'96 23.69%
'97 11.21%
'98 2.70%
BEST QUARTER:
WORST QUARTER:
Year-to-date performance as of
9/30/99:
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98*

<TABLE>
<CAPTION>
Since
Inception
1 Year 6/15/94
<S> <C> <C>
- --------------------------------------------------------------
INTERNATIONAL TRUST 2.70 9.53
EAFE Index 20.33 8.50
</TABLE>

The EAFE is an unmanaged index of stocks from Europe, Australasia, and the Far
East.

* THE FUND BEGAN OPERATING IN JUNE 1998. PERFORMANCE RESULTS FROM JUNE 1994 TO
JUNE 1998 ARE ACTUALLY THOSE OF ANOTHER NEUBERGER BERMAN FUND THAT BEGAN
OPERATIONS IN 1994, AND INVESTS IN THE SAME PORTFOLIO OF SECURITIES. BECAUSE
THE OLDER FUND HAD MODERATELY LOWER EXPENSES, ITS PERFORMANCE WAS SLIGHTLY
BETTER THAN INTERNATIONAL TRUST WOULD HAVE HAD. THAT OLDER FUND IS NOT OFFERED
IN THIS PROSPECTUS.

International Trust 23
<PAGE>
INVESTOR EXPENSES
- ------------------------------------------------------------

MANAGEMENT
VALERIE CHANG is an Assistant Vice President of Neuberger Berman Management. She
joined the firm in 1996 as the fund's assistant portfolio manager and has
managed it since 1997. She began her career in 1990 in banking, and from 1995 to
1996 was a senior securities analyst at another firm.

BENJAMIN E. SEGAL is an Assistant Vice President of Neuberger Berman Management
and has been the fund's Associate Manager since January 1999. He was an
assistant portfolio manager at another firm from 1997 to 1998. Prior to 1997 he
held positions in international finance and consulting.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/99, the
management/administration fees paid to Neuberger Berman Management
were 1.25% of average
net assets.

FEE TABLE

SHAREHOLDER FEES None

- -------------------------------------------------------
ANNUAL OPERATING EXPENSES (% of average net assets)*

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

<TABLE>
<S> <C> <C>
Management fees 1.25
PLUS: Distribution (12b-1) fees 0.10
Other expenses** 4.73
....
EQUALS: Total annual operating expenses 6.08
</TABLE>

* NEUBERGER BERMAN MANAGEMENT REIMBURSES CERTAIN EXPENSES OF THE FUND SO THAT
THE TOTAL ANNUAL OPERATING EXPENSES OF THE FUND ARE NOT MORE THAN 0.20% ABOVE
THOSE OF ANOTHER NEUBERGER BERMAN FUND THAT INVESTS IN THE SAME PORTFOLIO OF
SECURITIES BUT NOT TO EXCEED 1.70% OF AVERAGE NET ASSETS. THIS ARRANGEMENT
CAN BE TERMINATED UPON SIXTY DAYS' NOTICE TO THE FUND. IN ADDITION, THE
ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE COMMISSIONS, AND
EXTRAORDINARY EXPENSES. THE TABLE INCLUDES COSTS PAID BY THE FUND AND ITS
SHARE OF MASTER PORTFOLIO COSTS. FOR MORE INFORMATION ON MASTER/FEEDER FUNDS,
SEE "FUND STRUCTURE" ON PAGE 58.
** OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
- -----------------------------------------------------------
Expenses*** $605 $1795 $2959 $5762
</TABLE>

*** UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT DESCRIBED IN THE FOOTNOTE
ABOVE, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE
$173, $536, $923 AND $2009, RESPECTIVELY.

24 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1998(1) 1999
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout the period indicated. You can see what the fund earned
(or lost), what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of period 17.13
PLUS: Income from investment operations
Net investment loss (0.02)
Net gains/losses -- realized and unrealized (3.24)
Subtotal: income from investment operations (3.26)
...............
EQUALS: Share price (NAV) at end of period 13.87
- ----------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment loss -- as they actually are as well as
how they would have been if certain expense reimbursement and offset arrangements had not been
in effect.
Net expenses -- actual 1.70(2)
Gross expenses(3) 6.02(2)
Expenses(4) 1.70(2)
Net investment loss -- actual (0.54)(2)
- ----------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over the period,
assuming all distributions were reinvested. The turnover rate reflects how actively the fund
bought and sold securities.
Total return (%) (19.03)(5)(6)
Net assets at end of year (in millions of dollars) 1.8
Portfolio turnover rate (%) 46
</TABLE>

(1) PERIOD FROM 6/29/98 (BEGINNING OF OPERATIONS) TO 8/31/98.

(2) ANNUALIZED.

(3) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(4) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.

(5) NOT ANNUALIZED.

(6) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

International Trust 25
<PAGE>
PHOTO

NEUBERGER BERMAN
MANHATTAN TRUST
- --------------------------------------------------------------------------------

Ticker Symbol: NBMTX ABOVE: PORTFOLIO MANAGERS JENNIFER K. SILVER
AND BROOKE A. COBB

"WITHOUT QUESTION, WE ARE GROWTH INVESTORS. WE LOOK FOR COMPANIES THAT WE THINK
WILL DELIVER POSITIVE EARNINGS SURPRISES, PARTICULARLY THOSE WITH THE POTENTIAL
TO DO SO CONSISTENTLY. IDEALLY, WE WANT TO IDENTIFY COMPANIES THAT WILL SOMEDAY
RANK AMONG THE FORTUNE 500."

26
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

MID-CAP STOCKS
Mid-cap stocks have historically shown risk/return characteristics that are in
between those of small- and large-cap stocks. Their prices can rise and fall
substantially, although they have the potential to offer comparatively
attractive long-term returns.

Mid-caps are less widely followed on Wall Street than large-caps, which can make
it comparatively easier to find attractive stocks that are not overpriced.

GROWTH INVESTING
For growth investors, the aim is to invest in companies that are already
successful but could be even more so. Often, these stocks are in emerging or
rapidly growing industries and may not yet have reached their full potential.
The growth investor looks for reasons for continued success.

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of
mid-capitalization companies. The fund seeks to reduce risk by diversifying
among many companies and industries.

The managers look for fast-growing companies that are in new or rapidly evolving
industries. Factors in identifying these firms may include:

- - above-average growth of earnings

- - earnings that have exceeded analysts' expectations

The managers may also look for other characteristics in a company, such as
financial strength, a strong position relative to competitors and a stock price
that is reasonable in light of its growth rate.

The managers follow a disciplined selling strategy, and may drop a stock from
the portfolio when it reaches a target price, fails to perform as expected, or
appears substantially less desirable than another stock.

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

Manhattan Trust 27
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

By focusing on mid-cap stocks, the fund is subject to their risks, including the
risk its holdings may:

- - fluctuate more widely in price than the market as a whole

- - underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns, or when mid-cap stocks are out of favor

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

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

28 Neuberger Berman
<PAGE>
PERFORMANCE
- ------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index as well
as a more focused index of mid-cap growth stocks. The fund's performance figures
include all of its expenses; the indices do not include costs of investment.

Because the fund had a policy of investing in stocks of all capitalizations and
used a comparatively more value-oriented investment approach prior to July 1997,
its performance would have been different if current policies had been in
effect.

[ICON] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. This information is based on past performance; it's not
a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1989 29.09%
'90 -8.05%
'91 30.89%
'92 17.77%
'93 10.02%
'94 -3.43%
'95 30.82%
'96 9.74%
'97 29.33%
'98 15.91%
BEST QUARTER: Q1' 91, up 14.75%
WORST QUARTER: Q3' 90, down 15.88%
Year-to-date performance as of 9/30/99: down
8.97%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98*

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- -------------------------------------------------------------------
MANHATTAN TRUST 15.91 15.76 15.39
Russell Midcap Growth Index 17.86 17.34 17.30
S&P 500 Index 28.52 24.02 19.16
</TABLE>

The Russell Midcap Growth is an unmanaged index of U.S. mid-cap growth stocks.

The S&P 500 is an unmanaged index of U.S. stocks.

* THE FUND BEGAN OPERATING IN AUGUST 1993. PERFORMANCE RESULTS FROM 1988 TO
AUGUST 1993 ARE ACTUALLY THOSE OF ANOTHER FUND THAT NEUBERGER BERMAN
MANAGEMENT HAS ADVISED SINCE 1979, AND THAT INVESTS IN THE SAME PORTFOLIO OF
SECURITIES. BECAUSE THE OLDER FUND HAD MODERATELY LOWER EXPENSES, ITS
PERFORMANCE WAS SLIGHTLY BETTER THAN MANHATTAN TRUST WOULD HAVE HAD. THAT
OLDER FUND IS NOT OFFERED IN THIS PROSPECTUS.

Manhattan Trust 29
<PAGE>
INVESTOR EXPENSES
- ------------------------------------------------------------

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

BROOKE A. COBB is a Vice President of Neuberger Berman Management. He has been
co-manager of the fund since joining the firm in 1997. From 1972 to 1997, he was
a portfolio manager at several other firms.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/99, the
management/administration fees paid to Neuberger Berman Management
were 0.93% of average
net assets.

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

FEE TABLE

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

ANNUAL OPERATING EXPENSES (% of average net assets)*

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

<TABLE>
<S> <C> <C>
Management fees 0.93
PLUS: Distribution (12b-1) fees 0.10
Other expenses 0.22
....
EQUALS: Total annual operating expenses 1.28
</TABLE>

* NEUBERGER BERMAN MANAGEMENT REIMBURSES CERTAIN EXPENSES OF THE FUND SO THAT
ITS TOTAL ANNUAL OPERATING EXPENSES ARE NOT MORE THAN 0.20% ABOVE THOSE OF
ANOTHER NEUBERGER BERMAN FUND THAT INVESTS IN THE SAME PORTFOLIO OF
SECURITIES. THIS ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE
COMMISSIONS, AND EXTRAORDINARY EXPENSES. UNDER THIS ARRANGEMENT, WHICH
NEUBERGER BERMAN MANAGEMENT CAN TERMINATE UPON SIXTY DAYS' NOTICE TO THE
FUND, TOTAL ANNUAL OPERATING EXPENSES OF THE FUND LAST YEAR WERE LIMITED TO
1.20% OF THE FUND'S AVERAGE NET ASSETS. ACTUAL EXPENSES THIS YEAR MAY BE
HIGHER OR LOWER. THE TABLE INCLUDES COSTS PAID BY THE FUND AND ITS SHARE OF
MASTER PORTFOLIO COSTS. FOR MORE INFORMATION ON MASTER/FEEDER FUNDS, SEE
"FUND STRUCTURE" ON PAGE 58.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
- -----------------------------------------------------------
Expenses** $130 $406 $702 $1545
</TABLE>

** UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT DESCRIBED IN THE FOOTNOTE
ABOVE, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE
$122, $381, $660 AND $1455, RESPECTIVELY.

30 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what
it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 10.37 12.99 12.18 15.77
PLUS: Income from investment operations
Net investment income (loss) -- (0.04) (0.04) (0.07)
Net gains/losses -- realized and unrealized 2.67 (0.34) 4.55 (1.40)
Subtotal: income from investment operations 2.67 0.38 4.51 (1.47)
MINUS: Distributions to shareholders
Income dividends 0.01 -- -- --
Capital gain distributions 0.04 0.43 0.92 2.69
Subtotal: distributions to shareholders 0.05 0.43 0.92 2.69
...........................................
EQUALS: Share price (NAV) at end of year 12.99 12.18 15.77 11.61
- --------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income (loss) -- as they actually are as well as how
they would have been if certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual 1.06 1.08 1.09 1.04
Gross expenses(1) 1.46 1.25 1.23 1.15
Expenses(2) -- 1.08 1.09 1.04
Net investment income (loss) -- actual (0.03) (0.38) (0.30) (0.52)
- --------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return(3) (%) 25.90 (2.98) 38.84 (11.23)
Net assets at end of year (in millions of dollars) 35.6 48.2 51.1 46.1
Portfolio turnover rate (%) 44 53 89 90
</TABLE>

The figures above have been audited by PricewaterhouseCoopers LLP, the fund's
independent accountants. Their report, along with full financial statements,
appears in the fund's most recent shareholder report (see back cover).

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.

(3) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

Manhattan Trust 31
<PAGE>
PHOTO

NEUBERGER BERMAN
MILLENNIUM TRUST
- --------------------------------------------------------------------------------

ABOVE: PORTFOLIO MANAGERS JENNIFER K. SILVER
AND MICHAEL F. MALOUF

"WE MAKE IT OUR BUSINESS TO TRACK DOWN PROMISING SMALL-CAP COMPANIES WHEREVER
THEY MAY BE. AS A RESULT, THIS FUND ENABLES INVESTORS WHO CAN ACCEPT THE RISKS
OF SMALL-CAP STOCKS TO PURSUE THE POTENTIAL FOR LONG-TERM GROWTH THAT
SMALL-CAPS MAY PROVIDE."

32
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

SMALL-CAP STOCKS
Historically, stocks of smaller companies have
not always moved in tandem with those of larger companies. Over the last 40
years, small-caps have outperformed large-caps more than
60% of the time. However,
small-caps have often
fallen more severely during
market downturns.

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

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

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

The managers take a growth approach to selecting stocks, looking for new
companies that are in the developmental stage as well as older companies that
appear poised to grow because of new products, markets or management. Factors in
identifying these firms may include financial strength, a strong position
relative to competitors and a stock price that is reasonable in light of its
growth rate.

The managers follow a disciplined selling strategy and may drop a stock from the
portfolio when it reaches a target price, fails to perform as expected, or
appears substantially less desirable than another stock.

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

Millennium Trust 33
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

By focusing on small-cap stocks, the fund is subject to many of their risks,
including the risk its holdings may:

- - fluctuate more widely in price than the market as a whole

- - underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns, or when small-cap stocks are out of favor

- - be more affected by the performance of those sectors in which small-cap growth
stocks may be concentrated

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

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

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

MANAGEMENT
MICHAEL F. MALOUF is a Vice President of Neuberger Berman Management. He has
been co-manager of the fund since its inception in 1998, the year he joined the
firm. From 1991 to 1998 he was a portfolio manager at another firm.

JENNIFER K. SILVER is a Vice President of Neuberger Berman Management, a
principal of Neuberger Berman, LLC and the Director of the Growth Equity Group,
since 1997. She has been co-manager of the fund since 1998. From 1981 to 1997,
she was an analyst and a portfolio manager at another firm.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services.

FEE TABLE

SHAREHOLDER FEES None

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

ANNUAL OPERATING EXPENSES (% of average net assets)*
These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 1.26
PLUS: Distribution (12b-1) fees 0.10
Other expenses 12.13
....
EQUALS: Total annual operating expenses 13.49
</TABLE>

* NEUBERGER BERMAN MANAGEMENT REIMBURSES CERTAIN EXPENSES OF THE FUND SO THAT
THE TOTAL ANNUAL OPERATING EXPENSES OF THE FUND ARE LIMITED TO 1.75% OF
AVERAGE NET ASSETS, OR TO NOT MORE THAN 0.20% ABOVE THE TOTAL ANNUAL
OPERATING EXPENSES OF ANOTHER NEUBERGER FUND THAT INVESTS IN THE SAME
PORTFOLIO OF SECURITIES, WHICHEVER IS LESS. THIS ARRANGEMENT CAN BE
TERMINATED UPON SIXTY DAYS' NOTICE TO THE FUND. IN ADDITION, THE ARRANGEMENT
DOES NOT COVER INTEREST, TAXES, BROKERAGE COMMISSIONS, AND EXTRAORDINARY
EXPENSES. THE TABLE INCLUDES COSTS PAID BY THE FUND AND ITS SHARE OF MASTER
PORTFOLIO COSTS. FOR MORE INFORMATION ON MASTER/FEEDER FUNDS, SEE "FUND
STRUCTURE" ON PAGE 58.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
- -----------------------------------------------------------
Expenses*** $1292 $3556 $5451 $8949
</TABLE>

*** UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT DESCRIBED IN THE FOOTNOTE
ABOVE, YOUR COSTS FOR THE ONE- AND THREE-YEAR PERIODS WOULD BE $178, $551,
$949, AND $2062 RESPECTIVELY.

BECAUSE THE FUND IS IN ITS FIRST CALENDAR YEAR OF OPERATIONS, PERFORMANCE CHARTS
ARE NOT INCLUDED.

Millennium Trust 35
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1999
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what
it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year
PLUS: Income from investment operations
Net investment income
Net gains/losses -- realized and unrealized
Subtotal: income from investment operations
MINUS: Distributions to shareholders
Income dividends
Capital gain distributions
Subtotal: distributions to shareholders
...........................................
EQUALS: Share price (NAV) at end of year
- --------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as well as how they
would have been if certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual
Gross expenses(1)
Expenses(2)
Net investment income -- actual
- --------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return(3) (%)
Net assets at end of year (in millions of dollars)
Portfolio turnover rate (%)
</TABLE>

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.

(3) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

36 Neuberger Berman
<PAGE>
PHOTO

NEUBERGER BERMAN
PARTNERS TRUST
- --------------------------------------------------------------------------------

Ticker Symbol: NBPTX ABOVE: PORTFOLIO MANAGERS ROBERT I.
GENDELMAN, MICHAEL M. KASSEN AND S. BASU
MULLICK

"OUR GOAL IS TO FIND COMPANIES THAT WE BELIEVE ARE UNDERVALUED RELATIVE TO THEIR
EARNINGS POTENTIAL, WHERE WE SEE A GAP BETWEEN THE ACTUAL PRICE OF A STOCK AND
ITS INTRINSIC VALUE IN THE MARKETPLACE. WHEN A COMPANY GROWS IN VALUE AND/OR THE
VALUATION GAP CLOSES, THE SUCCESS OF OUR STRATEGY IS REALIZED."

37
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

MID- AND LARGE-
CAP STOCKS

Mid-cap stocks have historically performed more like small-caps than like large-
caps. Their prices can rise and fall substantially, although they have the
potential to offer attractive long-term returns.

Large companies are usually well-established. Compared to mid-cap companies,
they may be less responsive to change, but their returns have sometimes led
those of mid-cap companies, often with lower volatility.

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of mid- to
large-capitalization companies. The fund seeks to reduce risk by diversifying
among many companies and industries.

The managers look for well-managed companies whose stock prices are undervalued.
Factors in identifying these firms may include:

- - strong fundamentals

- - consistent cash flow

- - a sound track record through all phases of the market cycle

The managers may also look for other characteristics in a company, such as a
strong position relative to competitors, a high level of stock ownership among
management, and a recent sharp decline in stock price that appears to be the
result of a short-term market overreaction to negative news.

The fund generally considers selling a stock when it reaches the managers'
target price, when it fails to perform as expected, or when other opportunities
appear more attractive.

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

38 Neuberger Berman
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

To the extent that the fund emphasizes mid- or large-cap stocks, it takes on the
associated risks. Mid-cap stocks tend to be more volatile than large-cap stocks;
over time, however, large-cap stocks may perform better or worse than mid-cap
stocks. Mid-cap stocks are usually more sensitive to economic and market
factors. At any given time, one or both groups of stocks may be out of favor
with investors.

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

Partners Trust 39
<PAGE>
PERFORMANCE
- ------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index. The
fund's performance figures include all of its expenses; the index does not
include costs of investment.

[ICON] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. This information is based on past performance; it's not
a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1989 22.78%
'90 -5.11%
'91 22.36%
'92 17.52%
'93 15.45%
'94 -0.99%
'95 35.15%
'96 26.45%
'97 29.10%
'98 6.14%
BEST QUARTER:
WORST QUARTER:
Year-to-date performance as of
9/30/99:
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98*

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- -------------------------------------------------------------------
PARTNERS TRUST 6.14 18.32 16.19
S&P 500 Index 28.52 24.02 19.16
Russell 1000 Value Index 15.63 20.86 17.38
</TABLE>

The S&P 500 and Russell 1000 Value are unmanaged indexes of U.S. stocks.

* THE FUND BEGAN OPERATING IN AUGUST 1993. PERFORMANCE RESULTS FROM 1988 TO
AUGUST 1993 ARE ACTUALLY THOSE OF ANOTHER FUND THAT NEUBERGER BERMAN
MANAGEMENT HAS ADVISED SINCE 1975, AND THAT INVESTS IN THE SAME PORTFOLIO OF
SECURITIES. BECAUSE THE OLDER FUND HAD MODERATELY LOWER EXPENSES, ITS
PERFORMANCE WAS SLIGHTLY BETTER THAN PARTNERS TRUST WOULD HAVE HAD. THAT OLDER
FUND IS NOT OFFERED IN THIS PROSPECTUS.

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

MANAGEMENT
MICHAEL M. KASSEN, ROBERT I. GENDELMAN AND S. BASU MULLICK are Vice Presidents
of Neuberger Berman Management.
Kassen and Gendelman are principals of Neuberger Berman, LLC. Kassen has been
manager of the fund since 1990, and was joined by Gendelman in 1994 and Mullick
in 1998. Gendelman was a portfolio manager at another firm from 1992 to 1993, as
was Mullick from 1993 to 1998.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/99, the
management/administration fees paid to Neuberger Berman Management were 0.85% of
average net assets.

FEE TABLE

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

ANNUAL OPERATING EXPENSES (% of average net assets)*

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

<TABLE>
<S> <C> <C>
Management fees 0.85
PLUS: Distribution (12b-1) fees 0.10
Other expenses 0.06
....
EQUALS: Total annual operating expenses 1.01
</TABLE>

* NEUBERGER BERMAN MANAGEMENT REIMBURSES CERTAIN EXPENSES OF THE FUND SO THAT
ITS TOTAL ANNUAL OPERATING EXPENSES ARE NOT MORE THAN 0.20% ABOVE THOSE OF
ANOTHER NEUBERGER BERMAN FUND THAT INVESTS IN THE SAME PORTFOLIO OF
SECURITIES. THIS ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE
COMMISSIONS, AND EXTRAORDINARY EXPENSES. UNDER THIS ARRANGEMENT, WHICH
NEUBERGER BERMAN MANAGEMENT CAN TERMINATE UPON SIXTY DAYS' NOTICE TO THE
FUND, TOTAL ANNUAL OPERATING EXPENSES LAST YEAR WOULD HAVE BEEN LIMITED TO
[1.00%] OF THE FUND'S AVERAGE NET ASSETS. ACTUAL EXPENSES THIS YEAR MAY BE
HIGHER OR LOWER. THE TABLE INCLUDES COSTS PAID BY THE FUND AND ITS SHARE OF
MASTER PORTFOLIO COSTS. FOR MORE INFORMATION ON MASTER/FEEDER FUNDS, SEE
"FUND STRUCTURE" ON PAGE 58.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
- -----------------------------------------------------------
Expenses $103 $322 $558 $1236
</TABLE>

Partners Trust 41
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what
it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 10.54 12.68 13.39 18.80
PLUS: Income from investment operations
Net investment income 0.05 0.08 0.07 0.11
Net gains/losses -- realized and unrealized 2.19 1.59 6.06 (1.82)
Subtotal: income from investment operations 2.24 1.67 6.13 (1.71)
MINUS: Distributions to shareholders
Income dividends 0.02 0.07 0.08 0.08
Capital gain distributions 0.08 0.89 0.64 1.77
Subtotal: distributions to shareholders 0.10 0.96 0.72 1.85
...........................................
EQUALS: Share price (NAV) at end of year 12.68 13.39 18.80 15.24
- --------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as well as how they
would have been if certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual 0.92 0.94 0.91 0.90
Gross expenses(1) 1.24 1.06 0.94 0.91
Expenses(2) -- 0.94 0.91 0.90
Net investment income -- actual 0.81 0.84 0.64 0.70
- --------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return(3) (%) 21.52 13.76 47.11 (10.15)
Net assets at end of year (in millions of dollars) 61.3 128.5 470.6 729.7
Portfolio turnover rate (%) 98 96 77 109
</TABLE>

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.

(3) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

42 Neuberger Berman
<PAGE>
PHOTO

NEUBERGER BERMAN
REGENCY TRUST
- --------------------------------------------------------------------------------

ABOVE: PORTFOLIO MANAGERS ROBERT I.
GENDELMAN, MICHAEL M. KASSEN AND S. BASU
MULLICK

"WE FOCUS ON THE MID-CAP SECTOR OF THE MARKET BECAUSE WE BELIEVE THERE ARE
NUMEROUS OPPORTUNITIES THERE TO FIND LESS WELL-KNOWN VALUES. WE LOOK FOR
LEADERSHIP COMPANIES WITH STRONG FUNDAMENTALS WHOSE UNDERLYING VALUE IS NOT YET
REFLECTED IN THEIR STOCK PRICES."

43
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

Mid-caps are less widely followed on Wall Street than
large-caps, which can make it comparatively easier to find attractive stocks
that are not overpriced.

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of
mid-capitalization companies. The fund seeks to reduce risk by diversifying
among different companies and industries.

The managers look for well-managed companies whose stock prices are undervalued.
Factors in identifying these firms may include:

- - strong fundamentals

- - consistent cash flow

- - a sound track record through all phases of the market cycle

The fund generally considers selling a stock when it reaches the managers'
target price, when it fails to perform as expected, or when other opportunities
appear more attractive.

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

44 Neuberger Berman
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

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

By focusing on mid-cap stocks, the fund is subject to their risks, including the
risk its holdings may:

- - fluctuate more widely in price than the market as
a whole

- - underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns, or when mid-cap stocks are out of favor

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

Regency Trust 45
<PAGE>
INVESTOR EXPENSES
- ------------------------------------------------------------

MANAGEMENT
MICHAEL M. KASSEN, ROBERT I. GENDELMAN AND S. BASU MULLICK are Vice
Presidents of Neuberger Berman Management. They have co-managed the fund since
its inception in 1999. Kassen and Gendelman are principals of Neuberger Berman,
LLC. Kassen has been a portfolio manager at the firm since 1990. Gendelman was a
portfolio manager at another firm from 1992 to 1993, as was Mullick from 1993 to
1998.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For investment management services, the fund
will pay Neuberger Berman Management a fee at the annual rate of 0.55% of the
first $250 million of average 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 net assets in excess of $1.5 billion.

FEE TABLE

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

ANNUAL OPERATING EXPENSES (% of average net assets)*

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

<TABLE>
<S> <C> <C>
Management fees 0.95
PLUS: Distribution (12b-1) fees 0.10
Other expenses** 0.88
....
EQUALS: Total annual operating expenses 1.93
MINUS: Expense reimbursement 0.43
....
EQUALS: Net expenses 1.50
</TABLE>

* NEUBERGER BERMAN MANAGEMENT HAS AGREED TO REIMBURSE CERTAIN EXPENSES OF THE
FUND THROUGH 12/31/02, SO THAT THE TOTAL ANNUAL OPERATING EXPENSES OF THE
FUND ARE LIMITED TO 1.50% OF AVERAGE NET ASSETS OR NOT MORE THAN 20% ABOVE
THE TOTAL ANNUAL OPERATING EXPENSES OF ANOTHER NEUBERGER BERMAN FUND THAT
INVESTS IN THE SAME PORTFOLIO OF SECURITIES, WHICHEVER IS LESS. THIS
ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE COMMISSIONS, AND
EXTRAORDINARY EXPENSES. THE FUND HAS AGREED TO REPAY NEUBERGER BERMAN
MANAGEMENT FOR EXPENSES REIMBURSED TO THE FUND PROVIDED THAT REPAYMENT DOES
NOT CAUSE THE FUND'S ANNUAL OPERATING EXPENSES TO EXCEED 1.50% OF ITS AVERAGE
NET ASSETS AND THE REPAYMENT IS MADE WITHIN THREE YEARS AFTER THE YEAR IN
WHICH NEUBERGER BERMAN MANAGEMENT INCURRED THE EXPENSE. THE TABLE INCLUDES
COSTS PAID BY THE FUND AND ITS SHARE OF MASTER PORTFOLIO COSTS. FOR MORE
INFORMATION ON MASTER/FEEDER FUNDS, SEE "FUND STRUCTURE" ON PAGE 58.
** OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

EXPENSE EXAMPLE

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

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

46 Neuberger Berman
<PAGE>

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47
<PAGE>

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48
<PAGE>

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49
<PAGE>

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50
<PAGE>

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51
<PAGE>

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52
<PAGE>
YOUR INVESTMENT

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

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

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

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

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

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

Under certain circumstances, the funds reserve the right to:

- - suspend the offering of shares

- - reject any exchange or investment order

- - change, suspend, or revoke the exchange privilege

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

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

Your Investment 53
<PAGE>
MAINTAINING YOUR
ACCOUNT CONTINUED
- -------------------------------------------------------------------

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

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

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

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

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

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

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

DISTRIBUTION FEES -- The funds have adopted a plan under which each fund pays
0.10% of its average net assets every year to support share distribution and
shareholder servicing. These fees increase the cost of investing in the funds.
Over the long term, they could result in higher overall costs than other types
of sales charges.

54 Neuberger Berman
<PAGE>
SHARE PRICES
- ------------------------------------------------------------

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

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

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

Because these funds do not have initial sales charges, the price you pay for
each share of a fund is the fund's net asset value per share. Similarly, because
these funds charge no fees for selling shares, they pay you the full share price
when you sell shares. Remember that your investment provider may charge fees for
its services.

The funds are open for business every day the New York Stock Exchange is open.
In general, every buy or sell order you place will go through at the next share
price to be calculated after your order has been accepted; check with your
investment provider to find out by what time your order must be received in
order to be processed the same day. Each fund calculates its share price as of
the end of regular trading on the Exchange on business days, usually 4:00 p.m.
eastern time. Depending on when your investment provider accepts orders, it's
possible that the fund's share price could change on days when you are unable to
buy or sell shares.

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

Your Investment 55
<PAGE>
DISTRIBUTIONS
AND TAXES
- ------------------------------------------------------------

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

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

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

DISTRIBUTIONS -- Each fund pays out to shareholders any net income and net
capital gains. Ordinarily, the funds make any distributions once a year (in
December), except for Guardian Trust, which typically distributes income
quarterly.

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

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

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

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

56 Neuberger Berman
<PAGE>
- ------------------------------------------------------------

EURO AND YEAR 2000
ISSUES
Like other mutual funds, the funds could be affected by problems relating to the
conversion of European currencies into the Euro, which extends from 1/1/99 to
7/01/02, and the ability of computer systems to recognize the year 2000.

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

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

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

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

Your Investment 57
<PAGE>
FUND STRUCTURE
- ------------------------------------------------------------

Each of the funds in this prospectus uses a "master/feeder" structure.

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

For reasons relating to costs or a change in investment goal, among others, a
feeder fund could switch to another master portfolio or decide to manage its
assets itself. No fund in this prospectus is currently contemplating such a
move.

58 Neuberger Berman
<PAGE>
- ------------------------------------------------------------

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

NEUBERGER BERMAN
MANAGEMENT INC.
605 Third Avenue 2nd floor
New York, NY 10158-0180
800.877.9700
212.476.8800

Broker/Dealer and
Institutional Services:
800.366.6264

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

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

Web site:
www.sec.gov

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

NEUBERGER BERMAN EQUITY TRUSTS

- - No load

- - No sales charges

- - No 12b-1 fees

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

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

- - a discussion by the portfolio manager(s) about strategies and market
conditions

- - fund performance data and financial statements

- - complete portfolio holdings

STATEMENT OF ADDITIONAL INFORMATION -- The SAI contains more comprehensive
information on these funds, including:

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

- - investment limitations and additional policies

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

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

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

[LOGO]

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

[RECYCLE LOGO] NMLRR0561299 SEC file number: 811-7784

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

NEUBERGER BERMAN EQUITY TRUST AND PORTFOLIOS

STATEMENT OF ADDITIONAL INFORMATION

DATED DECEMBER 1, 1999
<TABLE>
<CAPTION>

<S> <C>
Neuberger Berman MANHATTAN Trust Neuberger Berman GENESIS Trust
(and Neuberger Berman Manhattan (and Neuberger Berman Genesis Portfolio)
Portfolio)

Neuberger Berman FOCUS Trust Neuberger Berman GUARDIAN Trust
(and Neuberger Berman Focus Portfolio) (and Neuberger Berman Guardian Portfolio)

Neuberger Berman PARTNERS Trust Neuberger Berman INTERNATIONAL Trust
(and Neuberger Berman Partners Portfolio) (and Neuberger Berman International Portfolio)

Neuberger Berman MILLENNIUM Trust Neuberger Berman REGENCY Trust
(and Neuberger Berman Millennium (and Neuberger Berman Regency Portfolio)
Portfolio)
</TABLE>

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, Neuberger Berman
PARTNERS Trust, Neuberger Berman MILLENNIUM Trust, Neuberger Berman
INTERNATIONAL Trust, and Neuberger Berman REGENCY Trust (each a "Fund") are
no-load mutual funds that offer shares pursuant to a Prospectus dated December
1, 1999. The Funds invest all of their net investable assets in Neuberger Berman
MANHATTAN Portfolio, Neuberger Berman GENESIS Portfolio, Neuberger Berman FOCUS
Portfolio, Neuberger Berman GUARDIAN Portfolio, Neuberger Berman PARTNERS
Portfolio, Neuberger Berman MILLENNIUM Portfolio, Neuberger Berman INTERNATIONAL
Portfolio, and Neuberger Berman REGENCY Portfolio (each a "Portfolio"),
respectively.

An investor can buy, own, and sell Fund shares ONLY through an account
with an administrator, broker-dealer, or other institution that provides
accounting, recordkeeping, and other services to investors and that has an
administrative services agreement with Neuberger Berman Management Incorporated
(each an "Institution").

The Funds' Prospectus provides basic information that an investor should
know before investing. You can get a free copy of the Prospectus from Neuberger
Berman Management Inc.
("NB Management"), Institutional Services, 605 Third Avenue, 2nd Floor, New
York, NY 10158-0180, or by calling 800-877-9700.

<PAGE>

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

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

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

<PAGE>

TABLE OF CONTENTS

PAGE

INVESTMENT INFORMATION.......................................................1
Investment Policies and Limitations....................................1
Investment Insight.....................................................5
Neuberger Berman MANHATTANPortfolio..............................5
Neuberger Berman GENESISPortfolio................................6
Neuberger Berman FOCUSPortfolio..................................8
Neuberger Berman GUARDIANPortfolio...............................9
Neuberger Berman PARTNERSPortfolio..............................10
Neuberger Berman MILLENNIUMPortfolio............................11
Neuberger Berman INTERNATIONALPortfolio.........................11
Neuberger Berman REGENCYPortfolio...............................16
Additional Investment Information...............................18
Neuberger Berman FOCUSPortfolio - Description of Economic Sectors.....38

PERFORMANCE INFORMATION.....................................................41
Total Return Computations.............................................41
Comparative Information...............................................42
Other Performance Information.........................................43

CERTAIN RISK CONSIDERATIONS.................................................44

TRUSTEES AND OFFICERS.......................................................44

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES...........................51
Investment Manager and Administrator..................................51
Management and Administration Fees....................................53
Sub-Adviser...........................................................56
Investment Companies Managed..........................................57
Management and Control of NB Management...............................60

DISTRIBUTION ARRANGEMENTS...................................................61
Distributor...........................................................61
Rule 12b-1 Plan.......................................................61

i
<PAGE>

ADDITIONAL PURCHASE INFORMATION.............................................62
Share Prices and Net Asset Value......................................62

ADDITIONAL EXCHANGE INFORMATION.............................................63

ADDITIONAL REDEMPTION INFORMATION...........................................64
Suspension of Redemptions.............................................64
Redemptions in Kind...................................................64

DIVIDENDS AND OTHER DISTRIBUTIONS...........................................64

ADDITIONAL TAX INFORMATION..................................................65
Taxation of the Funds.................................................65
Taxation of the Portfolios............................................66
Taxation of the Funds' Shareholders...................................69

PORTFOLIO TRANSACTIONS......................................................69
Portfolio Turnover....................................................75

REPORTS TO SHAREHOLDERS.....................................................75

ORGANIZATION, CAPITALIZATION AND OTHER MATTERS..............................75

CUSTODIAN AND TRANSFER AGENT................................................78

INDEPENDENT AUDITORS/ACCOUNTANTS............................................78

LEGAL COUNSEL...............................................................79

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.........................79

REGISTRATION STATEMENT......................................................83

FINANCIAL STATEMENTS........................................................84

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

ii
<PAGE>

INVESTMENT INFORMATION

Each Fund is a separate operating series of Neuberger Berman Equity Trust
("Trust"), a Delaware business trust that is registered with the Securities and
Exchange Commission ("SEC") as a diversified open-end management investment
company. Each Fund seeks its investment objective by investing all of its net
investable assets in a Portfolio of Equity Managers Trust or, in the case of
Neuberger Berman International Trust, in a Portfolio of Global Managers Trust
that has an investment objective identical to, and a name similar to, that of
the Fund. Each Portfolio, in turn, invests in securities in accordance with an
investment objective, policies, and limitations identical to those of its
corresponding Fund. Equity Managers Trust and Global Managers Trust ("Managers
Trusts") are open-end management investment companies managed by NB Management.

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. Any
investment objective, policy or limitation that is not fundamental may be
changed by the trustees of the respective Trust ("Fund Trustees") or of the
corresponding Managers Trust ("Portfolio Trustees") without shareholder
approval. 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.

These percentages are required by the Investment Company Act of 1940
("1940 Act") and are referred to in this SAI as a "1940 Act majority vote."
Whenever 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 in
proportion to the votes of its shareholders at a meeting thereof called for that
purpose.

INVESTMENT POLICIES AND LIMITATIONS

Each Fund (except Neuberger Berman MILLENNIUM Trust, and Neuberger Berman
INTERNATIONAL Trust) 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 substantially the same investment objective, policies, and
limitations as the Fund.

Neuberger Berman MILLENNIUM Trust has the following fundamental investment
policy, to enable it to invest in its corresponding Portfolio:

1
<PAGE>

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

Neuberger Berman INTERNATIONAL Trust has the following fundamental
investment policy, to enable it to invest in its corresponding Portfolio:

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

All other fundamental investment policies and limitations and the
non-fundamental investment policies and limitations of each Fund are identical
to those of its corresponding Portfolio. 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, 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 following investment policies and limitations are fundamental and
apply to all Portfolios unless otherwise indicated:

1. BORROWING (ALL PORTFOLIOS EXCEPT NEUBERGER BERMAN INTERNATIONAL
PORTFOLIO). 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.

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

2. COMMODITIES (ALL PORTFOLIOS EXCEPT NEUBERGER BERMAN INTERNATIONAL
PORTFOLIO). 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

2
<PAGE>

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.

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

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

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

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

6. REAL ESTATE (ALL PORTFOLIOS EXCEPT NEUBERGER BERMAN INTERNATIONAL
PORTFOLIO). 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.

REAL ESTATE (NEUBERGER BERMAN INTERNATIONAL PORTFOLIO). This Portfolio may
not invest any part of its total assets in real estate or interests in real
estate unless acquired as a result of the ownership of securities or
instruments, but this restriction shall not prohibit the Portfolio from
purchasing readily marketable securities issued by entities or investment
vehicles that own or deal in real estate or interests therein or instruments
secured by real estate or interests therein.

7. SENIOR SECURITIES. 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").

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

3
<PAGE>

The following investment policies and limitations are non-fundamental and
apply to all Portfolios unless otherwise indicated:

1. BORROWING (ALL PORTFOLIOS EXCEPT NEUBERGER BERMAN INTERNATIONAL
PORTFOLIO). None of these Portfolios 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. 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.

4. FOREIGN SECURITIES (ALL PORTFOLIOS EXCEPT NEUBERGER BERMAN
INTERNATIONAL AND NEUBERGER BERMAN MILLENNIUM PORTFOLIOS). None of these
Portfolios 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").

5. ILLIQUID SECURITIES. No Portfolio may purchase any security if, as a
result, more than 15% of its net assets would be invested in illiquid
securities. Illiquid securities include securities that cannot be sold within
seven days in the ordinary course of business for approximately the amount at
which the Portfolio has valued the securities, such as repurchase agreements
maturing in more than seven days.

6. PLEDGING (NEUBERGER BERMAN GENESIS AND NEUBERGER BERMAN GUARDIAN
PORTFOLIOS). Neither of these Portfolios may pledge or hypothecate any of its
assets, except that (i) Neuberger Berman GENESIS 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. The other Portfolios are not subject
to any restrictions on their ability to pledge or hypothecate assets and may do
so in connection with permitted borrowings.

7. SECTOR CONCENTRATION (NEUBERGER BERMAN FOCUS PORTFOLIO). This
Portfolio may not invest more than 50% of its total assets in any one economic
sector.

8. INVESTMENTS IN ANY ONE ISSUER (NEUBERGER BERMAN INTERNATIONAL
PORTFOLIO). At the close of each quarter of this Portfolio's taxable year, (i)
no more than 25% of its total assets may be invested in the securities of a
single issuer, and (ii) with regard to 50% of its total assets, no more than 5%
of its total assets may be invested in the securities of a single issuer. These
limitations do not apply to U.S. Government securities, as defined for tax
purposes, or securities of another regulated investment company ("RIC").

4
<PAGE>

Although the Portfolios do not have policies limiting their investment in
warrants, no Portfolio currently intends to invest in warrants unless acquired
in units or attached to securities.

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

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

INVESTMENT INSIGHT

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

NEUBERGER BERMAN MANHATTAN PORTFOLIO

The portfolio co-managers of Neuberger Berman MANHATTAN Portfolio love
surprises positive earnings surprises that is. Their extensive research has
revealed that historically the stocks of companies that consistently exceeded
consensus earnings estimates tended to be terrific performers. They screen the
mid-cap growth stock universe to isolate stocks whose most recent earnings have
beat the Street's expectations. They then roll up their sleeves and, through
diligent fundamental research, strive to identify those companies most likely to
record a string of positive earnings surprises. Their goal is to invest today in
the fast growing mid-sized companies that will comprise tomorrow's Fortune 500.

The co-managers explain, "Let us begin by saying we are growth stock
investors in the purest sense of the term. We want to own the stocks of
companies that are growing earnings faster than the average American business
and ideally, faster than the competitors in their respective industries." The
co-managers explain that they are particularly biased towards companies that
have consistently beaten consensus earnings estimates. Their extensive research
has revealed that stocks whose earnings consistently exceeded expectations
offered greater potential for long-term capital appreciation.

The co-managers focus their research efforts on mid-cap stocks in new
and/or rapidly evolving industries. However, the Portfolio can invest in
securities of companies of any capitalization level. The mid-cap growth sector
is less widely followed by Wall Street analysts and therefore, less efficient
than the large-cap stock market. Considering the currently high valuations of
large-cap growth stocks relative to mid-cap growth stocks with what the
co-managers think is comparable or, in many cases, better earnings growth
potential, they believe the Portfolio is particularly well positioned in today's
market.

5
<PAGE>

The Portfolio now uses the Russell MidcapTM Index as its benchmark.
Consistent with the Portfolio's capitalization parameters and growth style, the
co-managers believe this is a more appropriate benchmark than the S&P "500." The
Portfolio regards mid-cap companies to be those companies with market
capitalizations that, at the time of investment, fall within the capitalization
range of the Russell MidcapTM Index as last announced by the Frank Russell
Company before the date of this SAI. For purposes of this SAI, that range was
approximately $1.4 billion to $10.3 billion. Companies whose market
capitalizations move out of this mid-cap range after purchase continue to be
considered mid-cap companies for purposes of the Portfolio's investment program.
The Portfolio does not follow a policy of active trading for short-term profits.

They reiterate, "Let us once again emphasize we are growth stock
investors. But, there is a value component to our discipline as well. We just
define value differently." The kind of fast growth companies the co-managers
favor generally do not trade at below market average price/earnings ratios.
However, they often trade at very reasonable multiples relative to annual
earnings growth rates. Given the choice between two good companies with
comparable earnings growth rates, the co-managers will select the one trading at
the lower multiple to earnings growth.

"We are dispassionate sellers," say the co-managers. "If a stock does not
live up to our earnings expectations or if we believe its valuation has become
excessive, we will sell and direct the assets to another opportunity we find
more attractive. We will maintain a broadly diversified portfolio rather than
heavily concentrating our holdings in just a few of the fastest growing industry
groups."

NEUBERGER BERMAN GENESIS PORTFOLIO

Neuberger Berman GENESIS Fund (which, like Neuberger Berman GENESIS Trust,
invests all of its net investable assets in Neuberger Berman GENESIS Portfolio)
was established in 1988. A fund dedicated primarily to small-capitalization
stocks (companies with total market value of outstanding common 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 most of the other equity
funds managed by NB Management. The Portfolio is comprised of small-cap stocks
with solid earnings today, not just promises for tomorrow.

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 other Portfolios look for in stocks of larger companies. The portfolio
co-managers stick to the areas they understand. They look for the most
persistent earnings growth at the lowest multiple, as well as for
well-established companies with entrepreneurial management and sound finances.
Also considered are 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.

Neuberger Berman GENESIS Portfolio's motto is "boring is beautiful."
Instead of investing in trendy, high-priced stocks that tend to hurt
shareholders on the downside, the Portfolio looks for little-known, solid,
growing companies whose stocks the managers believe are wonderful bargains.

AN INTERVIEW WITH THE PORTFOLIO CO-MANAGER

6
<PAGE>

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, we're not advocating that an investor's portfolio consist only
of small-cap stock funds. It pays to diversify. Let's look back about 25 years.
While past performance cannot indicate future performance, small-cap stocks
outperformed larger-cap stocks 15 of the years from 1973 to 1997, which means
larger-cap stocks did better the rest of the time.1/

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: We 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, we're 100% behind finding GROWING small-cap companies
- -- what we believe are highly profitable companies with solid records and
promising futures. So where do we part company with managers who follow a
"growth-oriented" investment style? It comes down to how much growth and at what
price investors are willing to pay a premium for. We focus on securities we
believe are undervalued in the marketplace, based on future growth prospects,
and purchase them 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, we're "value" managers. Yet we'd like to make this point
clear: Low price-to-earnings multiples, in and of themselves, cannot justify a
"buy" decision. When we search for growing, high-quality small-cap companies
selling at what we feel are bargain prices, we ask ourselves: Is the company

- ----------------
1/ Results are on a total return basis and include reinvestment of all dividends
and other distributions. Small-cap stocks are represented by the fifth
capitalization quintile of stocks on the NYSE from 1973 to 1981 and performance
of the Dimensional Fund Advisors (DFA) Small Company Fund from 1982 to 1997.
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 or expenses
of investing in the individual securities that they track. Data about these
indices are prepared or obtained by NB Management. The Portfolio may invest in
many securities not included in the above-described indices. Source: STOCKS,
BONDS, BILLS AND INFLATION 1997 YEARBOOKTM, Ibbotson Associates, Chicago
(annually updates work by Roger G. Ibbotson and Rex A. Sinquefield). Used with
permission. All rights reserved.

7
<PAGE>

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 are used to decide which
small-cap companies make the cut -- and which ones don't?

A: Over the years, we've seen hundreds of small-cap companies 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.

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 we spend so much time meeting the CEOs and CFOs of small-cap
companies. While we question the managers about future plans and strategies, we
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.

NEUBERGER BERMAN FOCUS PORTFOLIO

Neuberger Berman FOCUS Portfolio's investment objective is growth of
capital. 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. The portfolio manager begins by looking for stocks that are
selling for less than the manager thinks they're worth, a "bottom-up approach."
More often than not, such stocks are in a few economic sectors that are out of
favor and are undervalued as a group. The portfolio manager thinks most cheap
stocks deserve to be cheap and their job is to find the few that don't.

The portfolio manager doesn't pick sectors for Neuberger Berman FOCUS
Portfolio based on his perception of what the economy is going to do. He looks
for stocks with low valuations; often, these stocks will be found in a
particular sector. 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 may be able to achieve above-average performance. When
a particular industry may fall within more than one sector, NB Management uses
its judgment and experience to determine the placement of that industry within a
sector.

8
<PAGE>

NEUBERGER BERMAN GUARDIAN PORTFOLIO

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

It's no great trick for a mutual fund to make money when the market is
rising. The tide that lifts stock values will carry most funds along. The true
test of management is its ability to make money even when the market is flat or
declining. By that measure, Neuberger Berman GUARDIAN Fund has served
shareholders well and has paid a dividend every quarter and a capital gain
distribution EVERY YEAR since 1950; Neuberger Berman GUARDIAN Trust has done so
since December 1993. Of course, there can be no assurance that this trend will
continue.

The portfolio co-managers 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. The managers would rather buy an undervalued stock because they expect
it to become fairly valued than buy one fairly valued and hope it becomes
overvalued. The managers tend to buy stocks that are out of favor, believing
that an investor is not going to get great companies at great valuations when
the market perception is great.

CONSISTENT VALUE STYLE

Guardian is a large cap value fund that searches for:

o Established high-quality companies

o Low price/earnings ratios

o Strong balance sheets

o Solid management

DISCIPLINED, LARGE-CAP VALUE ORIENTATION

As part of its stock selection process, the portfolio pursues a
disciplined, value-driven investment style, which is Neuberger Berman's historic
strength. Specifically, the portfolio co-managers seek large-capitalization
companies whose stock prices are substantially undervalued. Characteristics of
these firms may include: solid balance sheets, above-average returns, low
valuations, and consistent earnings.

BOTTOM-UP APPROACH TO STOCK SELECTION

The managers believe cheap stocks are plentiful, but true investment
bargains are a rare find. To uncover them, they scour a universe of stocks
consisting of the bottom 20% of the market in terms of valuation. Those deemed
by the managers as inexpensive and poised for a turnaround are placed under
consideration. Potential investment candidates are financially sound,

9
<PAGE>

well-managed companies that are undervalued relative to their earnings potential
and the market as a whole.

A BROAD VIEW OF RISK MANAGEMENT

Managing risk involves carefully monitoring the way the stocks in the
portfolio react to one another as well as to outside factors. Companies that are
in completely different sectors may in fact react similarly to certain economic,
market or international events. In their efforts to consider these
relationships, the managers use quantitative analysis to evaluate these factors
and their impact on the overall portfolio. It is a process they believe is a
crucial component in controlling risk and one that evolves over time as new
holdings are introduced to the portfolio.

A STRONG SELL DISCIPLINE

The managers will generally make an initial investment in a stock of
between 1-4% of total net assets. A higher weighting indicates that they believe
the company has an "edge" over Wall Street analysts, or they believe it is an
uncovered value that others may have overlooked. Once a stock grows beyond the
high side of that range, gains are harvested and the holding is reduced to about
3% of total net assets.

NEUBERGER BERMAN PARTNERS PORTFOLIO

Neuberger Berman PARTNERS Portfolio's objective is capital growth. It
seeks to make money in good markets and not give up those gains during rough
times.

Investors in Neuberger Berman PARTNERS Trust typically seek consistent
performance and have a moderate risk tolerance. They do know, however, that
stock investments can provide the long-term upside potential essential to
meeting their long-term investment goals, particularly a comfortable retirement
and planning for a college education.

The portfolio co-managers 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 their projection of the growth of the company's future earnings.
If the market goes down, those stocks the Portfolio elects to hold,
historically, have gone down less.

The portfolio co-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 the portfolio co-managers' eyes? Companies whose
managements 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. The managers' reasoning?
Market leaders tend to earn higher levels of profits.

10
<PAGE>

NEUBERGER BERMAN MILLENNIUM PORTFOLIO

RIGOROUS STOCK SELECTION PROCESS

The managers' three-tiered process begins with a search for fast growing
small companies whose earnings have grown at least 15% a year for some time and
are expected to keep growing rapidly. Next, they assess a company's financial
and managerial wherewithal to exploit opportunities thoroughly as they arise and
their ability to grow the business despite setbacks. Finally, they determine
whether or not a stock's price is reasonable. Too often, small companies post an
exorbitant stock price even before they've earned any money. Our managers try to
avoid paying unreasonable multiples by researching competitors, suppliers and
customers and meticulously examining their financials.

LONG-TERM GROWTH POTENTIAL OF SMALL-CAP STOCKS

Simply put, a small company can become a mid-size one overnight with the
launch of a single blockbuster product. And, since small companies usually have
fewer layers of management, they can bring new products or services to the
market more quickly than their large-cap counterparts. Adding to small-cap
stocks' attractiveness is the fact that they are generally less researched than
large-caps, presenting the managers with more opportunities to find undiscovered
gems.

RISK MANAGEMENT

The portfolio managers abide by three rules for managing risk: pay only
reasonable prices, remain emotionally detached, and stay diversified. In a
market downturn, "high flying" glamour stocks are the ones most likely to suffer
the worst, which is why the fund focuses on rapidly growing, widely-recognized
companies that are selling at reasonable prices relative to their growth
prospects. Emotional detachment from their stock picks keeps the managers from
staying invested in a security that is no longer a smart investment. To limit
downside risk, the portfolio managers expect to invest in a diversified
portfolio across an array of sectors and industries. No single stock represents
more than 5% of total assets, measured at the time of investment.

NEUBERGER BERMAN INTERNATIONAL PORTFOLIO

Equity portfolios consisting solely of domestic investments generally have
not enjoyed the higher returns foreign opportunities can offer. Over the past
thirty years, for example, the average growth rates of many foreign economies
have outpaced that of the United States. While the United States accounted for
almost 66% of the world's total securities market capitalization in 1970, it
accounted for less than 30% of that total at the end of 1996 -- or less than a
third of the dollar value of the world's available stocks and bonds.2/

- ----------------
2/ Source: Morgan Stanley Capital International.

11
<PAGE>

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

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

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

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

At least 65% of the Portfolio's total assets normally are invested in
equity securities of foreign issuers. The Portfolio invests primarily in equity
securities of companies located in developed foreign economies, as well as in
"emerging markets." NB Management's investment process includes a combination of
a top-down or macro-economic analysis and a bottom-up, micro-economic approach,
as well as a blend of growth and value investment styles. The Portfolio may use
leverage to facilitate transactions it enters into for hedging purposes.

The portfolio manager searches the world for investment opportunities
wherever and whenever they arise -- in both developed and emerging markets.

A MACRO- AND MICRO-ECONOMIC APPROACH

A macro view of various regions and countries is incorporated into the
manager's fundamental bottom-up approach to aid in the selection of areas that
offer the best relative value. The manager's analysis is designed to add value,
not replicate a particular international index. Countries believed to offer the
best investment potential are overweighted, while those with limited prospects
are underweighted. The manager's micro or bottom-up perspective seeks
well-managed companies with strong fundamentals, such as attractive cash flows,
strong balance sheets, and solid earnings growth. The Portfolio's selection
process leads to investments in companies of all sizes, including small-, mid-
and large-sized companies.

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<PAGE>

A BLEND OF GROWTH AND VALUE INVESTMENT STYLES

The manager uses a blend of styles to guard against significant losses
when a particular style falls out of favor with investors. The growth component
highlights rapidly growing companies in niche industries with unique products or
services, while the value component focuses on undervalued, out-of-favor
companies that may be poised for a turnaround.

WELL-DIVERSIFIED ACROSS COUNTRIES AND INDIVIDUAL SECURITIES

The manager typically allocates assets across more than 20 countries and
upwards of 100 individual securities issues.

CURRENCY RISK MANAGEMENT

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

To illustrate the importance of including an international component in a
well-diversified portfolio, below are the annual returns for the S&P 500 Index
and the EAFE(REGISTERED) Index for the years 1983-1997. In eight of the past
fifteen years, international stocks (as represented by the EAFE(REGISTERED)
Index) have outperformed U.S. stocks (as represented by the S&P 500 Index), in
some cases by a significant margin. Conversely, in other years, U.S. stocks have
substantially outperformed international stocks. Investors with exposure to both
domestic and international issues can minimize losses because gains in one
market can offset losses in another.

<TABLE>
<CAPTION>
ANNUAL TOTAL RETURNS FOR EAFE(REGISTERED) AND S&P 500 (1983-1997):3/

-------------------------------------------------------------------------------------------------------------------
YEAR 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 1983
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
S&P 33.32% 22.90% 37.44% 1.36% 10.03% 7.61% 30.34% -3.11% 31.59% 16.50% 5.18% 18.62% 31.64% 6.22% 22.46%
500
-------------------------------------------------------------------------------------------------------------------
EAFE 2.06% 6.36% 11.55% 8.06% 32.94% -11.85%12.50% -23.20% 10.80% 28.59% 24.93% 69.94% 56.72% 7.86% 24.61%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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

3/ Total return includes reinvestment of all dividends and other distributions.
The EAFE(REGISTERED) Index, also known as the Morgan Stanley Capital
International Europe, Australasia, Far East Index, is an unmanaged index of over
1,000 foreign stock prices and is translated into U.S. dollars. The S&P "500"
Index is an unmanaged index generally considered to be representative of U.S.
stock market activity. Indices do not take into account brokerage commissions or
other fees and expenses of investing in the individual securities that they
track. Data about the performance of these indices are prepared or obtained by
NB Management.

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<PAGE>

Of course, these historical results may not continue in the future.
Investors should keep in mind the greater risks inherent in foreign markets,
such as currency exchange fluctuations, interest rates, and potentially adverse
economic and political conditions.

AN INTERVIEW WITH THE PORTFOLIO MANAGER

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

A: First, an investor who does not invest internationally misses out on
about two-thirds of the world's potential investment opportunities. The U.S.
stock market today represents less than one-third of the world's stock market
capitalization, and the U.S. portion continues to shrink as other countries
around the world introduce or expand the size of their equity markets.
Privatizations of government-owned corporations, initial public offerings, and
the occasional creation of official stock exchanges in emerging economies
continuously present new opportunities for capital in an expanding global
market.

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

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

Q: Does international investing involve special risks?

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

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

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

A: An international mutual fund can be a convenient way to invest
internationally and diversify assets among several markets to reduce risk.
Additionally, the considerable burden of searching for timely, accurate, and
comprehensive information about foreign economies and securities is left to
professional managers.

Q: What is your investment approach?

A: We seek to capitalize on investments in countries where we believe
that positive economic and political factors are likely to produce above-average
returns. Studies have shown that the allocation of assets among countries is
typically the most important factor contributing to portfolio performance. We
believe that, in the long term, a nation's economic growth and the performance
of its equity market are highly correlated. Therefore, we continuously evaluate

14
<PAGE>

the global economic outlook as well as individual country data to guide country
allocation. Our process also leads to diversification across many countries,
typically twenty or more, in an effort to limit total portfolio risk.

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

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

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

Q: How do you perceive the current outlook?

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

Q: Compared to the stock market in the United States, are there more
anomalies in security pricing abroad?

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

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

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

15
<PAGE>

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

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

NEUBERGER BERMAN REGENCY PORTFOLIO

Neuberger Berman REGENCY Trust seeks long-term growth of capital by
primarily investing in common stocks of mid-capitalization companies with solid
fundamentals. The characteristics the portfolio co-managers look for in
companies include consistent cash flows, low price-to-earnings ratios, and sound
track records through all phases of the market cycle. They are looking for
quality medium-sized companies whose stock prices are undervalued compared to
what they believe is the stocks' intrinsic value in the marketplace.

Their ultimate goal is to find undervalued companies that have not
yet been discovered by the majority of investors, or better yet to buy "great
companies at a great price." They attempt to do this by focusing on the mid-cap
segment of the market because it generally tends to be less followed than the
large-cap segment by Wall Street analysts. They strongly believe that more often
than not, if you are patient and you do your homework on a company, you can get
a good business at a great or at least a good price.

A particular characteristic the portfolio co-managers like to focus
on is the "owner-operator" aspect of many of the companies in the portfolio.
"Owner-operator" companies are those that continue to be run by the company's
original founder(s) and who still own a lot of stock. Many of these kinds of
companies are found in the mid-cap sector and are considered to be "leadership"
businesses, despite their medium size.

The Fund's value approach in the mid-cap sector complements the
mid-cap growth style of investing utilized by Neuberger Berman's Manhattan Fund.
Investors seeking a balance between growth and value investing styles and
various market capitalizations may want to consider this fund.

REGENCY Portfolio uses the Russell MidcapTM Value Index as its
benchmark. Consistent with the Portfolio's capitalization parameters and value
style, the co-managers believe this is a more appropriate benchmark than the S&P
"500." The Portfolio regards mid-cap companies to be those companies with market
capitalizations that, at the time of investment, fall within the capitalization
range of the Russell MidcapTM Value Index as last announced by the Frank Russell
Company before the date of this SAI. For purposes of this SAI, that range was
approximately $1.4 billion to $10.3 billion. Companies whose market
capitalizations move out of this mid-cap range after purchase continue to be
considered mid-cap companies for purposes of the Portfolio's investment program.
The Portfolio does not follow a policy of active trading for short-term profits.

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<PAGE>

NEUBERGER BERMAN REGENCY
SEEKING MID-CAP COMPANIES WITH MARKET LEADERSHIP

REGENCY'S co-managers search the mid-cap stock universe for
companies with a dominant market share in their industry. Historically,
businesses with market leadership have delivered significant returns for
shareholders over the long term. While this may not always be the case,
discovering such middle-weight champions before the rest of Wall Street does can
yield substantial payoffs for investors. Of course, there can be no assurance
that the managers will select the right stocks every time. Remember that the
stocks of mid-cap companies may be more volatile, and entail more risk, than the
stocks of larger companies.

The managers' extensive bottom-up approach begins with quantitative
screens that are used to search for undervalued securities with compelling
fundamentals. Then, in-depth company and industry analyses are conducted,
followed by interviews with company managements and their competitors,
customers, and suppliers. In this stage, reviewing strategic plans and
evaluating management are critical steps.

After applying these quantitative and qualitative screens, the
remaining candidates are ranked on a risk/reward basis. The managers look at a
company's growth potential and how it is positioned to achieve its goals. Their
aim is to select mid-cap market leaders whose stocks are selling at a
significant discount to their underlying value.

RISK MANAGEMENT

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

DISCIPLINED INVESTMENT PROCESS

1. STOCK UNIVERSE
o Quantitative Analysis
- Capitalization>$1 Billion
- Free Cash Flow
- Low P/E's
- Strong Balance Sheets

2. VALUE STOCK UNIVERSE
o Quantitative Evaluation: Catalyst for Change
- Managerial
- Operational
- Structural

3. EXECUTIVE MANAGEMENT TEAM EVALUATION
o Proven Track Record

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o Strategic Plan
o Inside Ownership

FUND SUMMARY

Primary investments U.S. mid-cap stocks

Benchmark Russell MidcapTM Value Index

Investing style Value

Number of expected holdings 50-70*

Expected size of new position less than 5% of total assets

* Based on when portfolio assets reach $25 million - $50 million

* * * * *

Each Portfolio invests in a wide array of stocks, and no single stock
makes up more than a small fraction of any Portfolio's total assets. Of course,
each 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.

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

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

REPURCHASE AGREEMENTS (ALL PORTFOLIOS). In a repurchase agreement, a
Portfolio purchases securities from a bank that is a member of the Federal
Reserve System (or, in the case of Neuberger Berman INTERNATIONAL Portfolio,
also from a foreign bank or a U.S. branch or agency of a foreign bank) or from a
securities dealer that agrees to repurchase the securities from the Portfolio at

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a higher price on a designated future date. Repurchase agreements generally are
for a short period of time, usually less than a week. Costs, delays, or losses
could result if the selling party to a repurchase agreement becomes bankrupt or
otherwise defaults. NB Management monitors the creditworthiness of sellers. If
Neuberger Berman INTERNATIONAL Portfolio enters into a repurchase agreement
subject to foreign law and the counter-party defaults, that Portfolio may not
enjoy protections comparable to those provided to certain repurchase agreements
under U.S. bankruptcy law and may suffer delays and losses in disposing of the
collateral as a result.

POLICIES AND LIMITATIONS. Repurchase agreements with a maturity of more
than seven days are considered to be illiquid securities. No Portfolio may enter
into a repurchase agreement with a maturity of more than seven days if, as a
result, more than 15% of the value of its net assets would then be invested in
such repurchase agreements and other illiquid securities. A Portfolio may enter
into a repurchase agreement only if (1) the underlying securities are of a type
that the Portfolio's investment policies and limitations would allow it to
purchase directly, (2) the market value of the underlying securities, including
accrued interest, at all times equals or exceeds the repurchase price, and (3)
payment for the underlying securities is 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). Each Portfolio may lend securities to
banks, brokerage firms, and other institutional investors judged creditworthy by
NB Management, provided that cash or equivalent collateral, equal to at least
100% of the market value of the loaned securities, is continuously maintained by
the borrower with the Portfolio. The Portfolio may invest the cash collateral
and earn income, or it may receive an agreed upon amount of interest income from
a borrower who has delivered equivalent collateral. During the time securities
are on loan, the borrower will pay the Portfolio an amount equivalent to any
dividends or interest paid on such securities. These loans are subject to
termination at the option of the Portfolio or the borrower. The Portfolio may
pay reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker. The Portfolio does not have the
right to vote securities on loan, but would terminate the loan and regain the
right to vote if that were considered important with respect to the investment.
NB Management believes the risk of loss on these transactions is slight because,
if a borrower were to default for any reason, the collateral should satisfy the
obligation. However, as with other extensions of secured credit, loans of
portfolio securities involve some risk of loss of rights in the collateral
should the borrower fail financially.

POLICIES AND LIMITATIONS. Each Portfolio may lend portfolio securities
with a value not exceeding 33-1/3% of its total assets to banks, brokerage
firms, or other institutional investors judged creditworthy by NB Management.
Borrowers are required continuously to secure their obligations to return
securities on loan from a Portfolio by depositing collateral in a form
determined to be satisfactory by the Portfolio Trustees. The collateral, which
must be marked to market daily, must be equal to at least 100% of the market
value of the loaned securities, which will also be marked to market daily.

RESTRICTED SECURITIES AND RULE 144A SECURITIES (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

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negotiated transaction or pursuant to an exemption from registration. In
recognition of the increased size and liquidity of the institutional market for
unregistered securities and the importance of institutional investors in the
formation of capital, the SEC has adopted Rule 144A under the 1933 Act. Rule
144A is designed to facilitate efficient trading among institutional investors
by permitting the sale of certain unregistered securities to qualified
institutional buyers. To the extent privately placed securities held by 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. NB Management, acting under guidelines established by the Portfolio
Trustees, may determine that certain securities qualified for trading under Rule
144A are liquid. Regulation S under the 1933 Act permits the sale abroad of
securities that are not registered for sale in the United States.

Where registration is required, a Portfolio may be obligated to pay all or
part of the registration expenses, and a considerable period may elapse between
the decision to sell and the time the Portfolio may be permitted to sell a
security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Portfolio might obtain a less
favorable price than prevailed when it decided to sell. Restricted securities
for which no market exists are priced by a method that the Portfolio Trustees
believe accurately reflects fair value.

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

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. There is a risk that the counter-party to a reverse repurchase
agreement will be unable or unwilling to complete the transaction as scheduled,
which may result in losses to the Portfolio.

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

LEVERAGE (NEUBERGER BERMAN INTERNATIONAL PORTFOLIO). The Portfolio may
make investments while borrowings are outstanding. Leverage creates an
opportunity for increased total return but, at the same time, creates special
risk considerations. For example, leverage may amplify changes in the
Portfolio's and its corresponding Fund's net asset values ("NAV's"). Although
the principal of such borrowings will be fixed the Portfolio's assets may change
in value during the time the borrowing is outstanding. Leverage from borrowing
creates interest expenses for the Portfolio. To the extent the income derived
from securities purchased with borrowed funds exceeds the interest the Portfolio
will have to pay, the Portfolio's total return will be greater than it would be
if leverage were not used. Conversely, if the income from the assets obtained
with borrowed funds is not sufficient to cover the cost of leveraging, the net
income of the Portfolio will be less than it would be if leverage were not used,

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and therefore the amount available for distribution to the Fund's shareholders
as dividends will be reduced. Reverse repurchase agreements create leverage and
are considered borrowings for the purposes of the Portfolio's investment
limitations.

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

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

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 and their subdivisions,
agencies, and instrumentalities, international agencies, and supranational
entities. Investing in foreign currency denominated securities involves the
special risks associated with investing in non-U.S. issuers, as described in the
preceding paragraph, and the additional risks of (1) adverse changes in foreign
exchange rates, and (2) adverse changes in investment or exchange control
regulations (which could prevent cash from being brought back to the United
States). Additionally, dividends and interest payable on foreign securities (and
gains realized on disposition thereof) may be subject to foreign taxes,
including taxes withheld 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.

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

Foreign markets also have different clearance and settlement procedures.
In certain markets, there have been times when settlements have been unable to
keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Delays in settlement could result in temporary
periods when a portion of the assets of 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

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<PAGE>

securities due to settlement problems could result in losses to a Portfolio due
to subsequent declines in value of the securities or, if the Portfolio has
entered into a contract to sell the securities, could result in possible
liability to the purchaser.

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

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

POLICIES AND LIMITATIONS. In order to limit the risks inherent in
investing in foreign currency denominated securities, a Portfolio (except
Neuberger Berman INTERNATIONAL and Neuberger Berman MILLENNIUM Portfolios) may
not purchase any such security if, as a result, more than 10% of its total
assets (taken at market value) would be invested in foreign currency denominated
securities. Neuberger Berman MILLENNIUM Portfolio may not purchase foreign
currency denominated securities if, as a result, more than 20% of its total
assets (taken at market value) would be invested in such securities. Within
those limitations, however, no Portfolio is restricted in the amount it may
invest in securities denominated in any one foreign currency. Neuberger Berman
INTERNATIONAL Portfolio invests primarily in foreign securities.

Investments in securities of foreign issuers are subject to each
Portfolio's quality standards. Each Portfolio (except Neuberger Berman
INTERNATIONAL Portfolio) may invest only in securities of issuers in countries
whose governments are considered stable by NB Management.

FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES (NEUBERGER BERMAN
INTERNATIONAL PORTFOLIO). The Portfolio may purchase securities on a when-issued
basis and may purchase or sell securities on a forward commitment basis. These
transactions involve a commitment by the Portfolio to purchase or sell
securities at a future date (ordinarily within two months, although the
Portfolio may agree to a longer settlement period). The price of the underlying
securities (usually expressed in terms of yield) and the date when the
securities will be delivered and paid for (the settlement date) are fixed at the
time the transaction is negotiated. When-issued purchases and forward commitment
transactions are negotiated directly with the other party, and such commitments
are not traded on exchanges.

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When-issued purchases and forward commitment transactions enable the
Portfolio to "lock in" what NB Management believes to be an attractive price or
yield on a particular security for a period of time, regardless of future
changes in interest rates. For instance, in periods of rising interest rates and
falling prices, the Portfolio might sell securities it owns on a forward
commitment basis to limit its exposure to falling prices. In periods of falling
interest rates and rising prices, the Portfolio might purchase a security on a
when-issued or forward commitment basis and sell a similar security to settle
such purchase, thereby obtaining the benefit of currently higher yields. If the
seller fails to complete the sale, the Portfolio may lose the opportunity to
obtain a favorable price.

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

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

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

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

FUTURES CONTRACTS AND OPTIONS THEREON. Neuberger Berman MILLENNIUM
Portfolio may purchase and sell interest rate futures contracts, stock and bond
index futures contracts, and foreign currency futures contracts and may purchase
and sell options thereon in an attempt to hedge against changes in the prices of
securities or, in the case of foreign currency futures and options thereon, to
hedge against changes in prevailing currency exchange rates. Because the futures
markets may be more liquid than the cash markets, the use of futures contracts
permits each Portfolio to enhance portfolio liquidity and maintain a defensive
position without having to sell portfolio securities. Each Portfolio views

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<PAGE>

investment in (i) interest rate and securities index futures and options thereon
as a maturity management device and/or a device to reduce risk or preserve total
return in an adverse environment for the hedged securities, and (ii) foreign
currency futures and options thereon as a means of establishing more definitely
the effective return on, or the purchase price of, securities denominated in
foreign currencies that are held or intended to be acquired by the Portfolio.

Neuberger Berman INTERNATIONAL Portfolio may enter into futures contracts
on currencies, debt securities, interest rates, and securities indices that are
traded on exchanges regulated by the Commodity Futures Trading Commission
("CFTC") or on foreign exchanges. Trading on foreign exchanges is subject to the
legal requirements of the jurisdiction in which the exchange is located and to
the rules of such foreign exchange.

Neuberger Berman INTERNATIONAL Portfolio may sell futures contracts in
order to offset a possible decline in the value of its portfolio securities.
When a futures contract is sold by the Portfolio, the value of the contract will
tend to rise when the value of the portfolio securities declines and will tend
to fall when the value of such securities increases. The Portfolio may purchase
futures contracts in order to fix what NB Management believes to be a favorable
price for securities the Portfolio intends to purchase. If a futures contract is
purchased by the Portfolio, the value of the contract will tend to change
together with changes in the value of such securities. To compensate for
differences in historical volatility between positions Neuberger Berman
INTERNATIONAL Portfolio wishes to hedge and the standardized futures contracts
available to it, the Portfolio may purchase or sell futures contracts with a
greater or lesser value than the securities it wishes to hedge.

With respect to currency futures, Neuberger Berman INTERNATIONAL Portfolio
may sell a futures contract or a call option, or it may purchase a put option on
such futures contract, if NB Management anticipates that exchange rates for a
particular currency will fall. Such a transaction will be used as a hedge (or,
in the case of a sale of a call option, a partial hedge) against a decrease in
the value of portfolio securities denominated in that currency. If NB Management
anticipates that a particular currency will rise, Neuberger Berman INTERNATIONAL
Portfolio may purchase a currency futures contract or a call option to protect
against an increase in the price of securities which are denominated in that
currency and which the Portfolio intends to purchase. The Portfolio may also
purchase a currency futures contract or a call option thereon for non-hedging
purposes when NB Management anticipates that a particular currency will
appreciate in value, but securities denominated in that currency do not present
an attractive investment and are not included in the Portfolio.

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

A "sale" of a futures contract (or a "short" futures position) entails the
assumption of a contractual obligation to deliver the securities or currency
underlying the contract at a specified price at a specified future time. A
"purchase" of a futures contract (or a "long" futures position) entails the
assumption of a contractual obligation to acquire the securities or currency
underlying the contract at a specified price at a specified future time. Certain

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<PAGE>

futures, including stock and bond index futures, are settled on a net cash
payment basis rather than by the sale and delivery of the securities underlying
the futures.

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

Although futures contracts by their terms may require the actual delivery
or acquisition of the underlying securities or currency, in most cases the
contractual obligation is extinguished by being offset before the expiration of
the contract. A futures position is offset by buying (to offset an earlier sale)
or selling (to offset an earlier purchase) an identical futures contract calling
for delivery in the same month. This may result in a profit or loss. While
futures contracts entered into by a Portfolio will usually be liquidated in this
manner, the Portfolio may instead make or take delivery of underlying securities
whenever it appears economically advantageous for it to do so.

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

An option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in the contract (a long position if
the option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period. The writer of the
option is required upon exercise to assume a short futures position (if the
option is a call) or a long futures position (if the option is a put). Upon
exercise of the option, the accumulated cash balance in the writer's futures
margin account is delivered to the holder of the option. That balance represents
the amount by which the market price of the futures contract at exercise
exceeds, in the case of a call, or is less than, in the case of a put, the
exercise price of the option. Options on futures have characteristics and risks
similar to those of securities options, as discussed herein.

Although each Portfolio believes that the use of futures contracts will
benefit it, if NB Management's judgment about the general direction of the
markets or about interest rate or currency exchange rate trends is incorrect,
the Portfolio's overall return would be lower than if it had not entered into
any such contracts. The prices of futures contracts are volatile and are
influenced by, among other things, actual and anticipated changes in interest or
currency exchange rates, which in turn are affected by fiscal and monetary

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<PAGE>

policies and by national and international political and economic events. At
best, the correlation between changes in prices of futures contracts and of
securities being hedged can be only approximate due to differences between the
futures and securities markets or differences between the securities or
currencies underlying a Portfolio's futures position and the securities held by
or to be purchased for the Portfolio. The currency futures market may be
dominated by short-term traders seeking to profit from changes in exchange
rates. This would reduce the value of such contracts used for hedging purposes
over a short-term period. Such distortions are generally minor and would
diminish as the contract approaches maturity.

Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage; as a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss, or
gain, to the investor. Losses that may arise from certain futures transactions
are potentially unlimited.

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

POLICIES AND LIMITATIONS. Neuberger Berman MILLENNIUM Portfolio may
purchase and sell futures contracts and may purchase and sell options thereon in
an attempt to hedge against changes in the prices of securities or, in the case
of foreign currency futures and options thereon, to hedge against prevailing
currency exchange rates. The Portfolio does not engage in transactions in
futures and options on futures for speculation.

Neuberger Berman INTERNATIONAL Portfolio may purchase and sell futures for
BONA FIDE hedging purposes, as defined in regulations of the CFTC, and for
non-hedging purposes (i.e., in an effort to enhance income). The Portfolio may
also purchase and write put and call options on such futures contracts for BONA
FIDE hedging and non-hedging purposes.

CALL OPTIONS ON SECURITIES (ALL PORTFOLIOS). Neuberger Berman MILLENNIUM
and INTERNATIONAL Portfolios may write covered call options and may purchase
call options on securities. Each of the other Portfolios may write covered call
options and may purchase call options in related closing transactions. The
purpose of writing call options is to hedge (i.e., to reduce, at least in part,
the effect of price fluctuations of securities held by the Portfolio on the
Portfolio's and its corresponding Fund's NAVs) or to earn premium income.
Portfolio securities on which call options may be written and purchased by a
Portfolio are purchased solely on the basis of investment considerations
consistent with the Portfolio's investment objective.

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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.

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

POLICIES AND LIMITATIONS. Each Portfolio may write covered call options
and may purchase call options in related closing transactions. Each Portfolio
writes only "covered" call options on securities it owns (in contrast to the
writing of "naked" or uncovered call options, which the Portfolios will not do).

A Portfolio would purchase a call option to offset a previously written
call option. Neuberger Berman MILLENNIUM Portfolio also may purchase a call
option to protect against an increase in the price of the securities it intends
to purchase. Neuberger Berman INTERNATIONAL Portfolio may purchase call options
for hedging or non-hedging purposes.

PUT OPTIONS ON SECURITIES (NEUBERGER BERMAN MILLENNIUM, AND INTERNATIONAL
Portfolios). Each of these Portfolios may write and purchase put options on
securities.

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

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

Portfolio securities on which put options may be written and purchased by
Neuberger Berman MILLENNIUM or INTERNATIONAL Portfolio are purchased solely on
the basis of investment considerations consistent with the Portfolio's
investment objective. When writing a put option, the Portfolio, in return for
the premium, takes the risk that it must purchase the underlying security at a

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<PAGE>

price that may be higher than the current market price of the security. If a put
option that the Portfolio has written expires unexercised, the Portfolio will
realize a gain in the amount of the premium.

POLICIES AND LIMITATIONS. Neuberger Berman MILLENNIUM and INTERNATIONAL
Portfolios generally write and purchase put options on securities for hedging
purposes (I.E., to reduce, at least in part, the effect of price fluctuations of
securities held by the Portfolio on the Portfolio's and its corresponding Fund's
NAVs). However, Neuberger Berman INTERNATIONAL Portfolio also may use put
options for non-hedging purposes.

GENERAL INFORMATION ABOUT SECURITIES OPTIONS. The exercise price of an
option may be below, equal to, or above the market value of the underlying
security at the time the option is written. Options normally have expiration
dates between three and nine months from the date written. American-style
options are exercisable at any time prior to their expiration date. Neuberger
Berman INTERNATIONAL Portfolio also may purchase European-style options, which
are exercisable only immediately prior to their expiration date. The obligation
under any option written by a Portfolio terminates upon expiration of the option
or, at an earlier time, when the Portfolio offsets the option by entering into a
"closing purchase transaction" to purchase an option of the same series. If an
option is purchased by a Portfolio and is never exercised or closed out, the
Portfolio will lose the entire amount of the premium paid.

Options are traded both on U.S. national securities exchanges and in the
over-the-counter ("OTC") market. Neuberger Berman INTERNATIONAL Portfolio also
may purchase and sell options that are traded on foreign exchanges.
Exchange-traded options are issued by a clearing organization affiliated with
the exchange on which the option is listed; the clearing organization in effect
guarantees completion of every exchange-traded option. In contrast, OTC options
are contracts between a Portfolio and a counter-party, with no clearing
organization guarantee. Thus, when a Portfolio sells (or purchases) an OTC
option, it generally will be able to "close out" the option prior to its
expiration only by entering into a closing transaction with the dealer to whom
(or from whom) the Portfolio originally sold (or purchased) the option. There
can be no assurance that the Portfolio would be able to liquidate an OTC option
at any time prior to expiration. Unless a Portfolio is able to effect a closing
purchase transaction in a covered OTC call option it has written, it will not be
able to liquidate securities used as cover until the option expires or is
exercised or until different cover is substituted. In the event of the
counter-party's insolvency, a Portfolio may be unable to liquidate its options
position and the associated cover. NB Management monitors the creditworthiness
of dealers with which a Portfolio may engage in OTC options transactions.

The premium received (or paid) by a Portfolio when it writes (or
purchases) an option is the amount at which the option is currently traded on
the applicable market. The premium may reflect, among other things, the current
market price of the underlying security, the relationship of the exercise price
to the market price, the historical price volatility of the underlying security,
the length of the option period, the general supply of and demand for credit,
and the interest rate environment. The premium received by a 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.

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

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

A Portfolio pays brokerage commissions or spreads in connection with
purchasing or writing options, including those used to close out existing
positions. From time to time, Neuberger Berman MILLENNIUM, or INTERNATIONAL
Portfolio may purchase an underlying security for delivery in accordance with an
exercise notice of a call option assigned to it, rather than delivering the
security from its portfolio. In those cases, additional brokerage commissions
are incurred.

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

POLICIES AND LIMITATIONS. Each Portfolio may use American-style options.
Neuberger Berman INTERNATIONAL Portfolio also may purchase European-style
options and may purchase and sell options that are traded on foreign exchanges.

The assets used as cover (or held in a segregated account) 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.

PUT AND CALL OPTIONS ON SECURITIES INDICES. Neuberger Berman INTERNATIONAL
Portfolio may purchase put and call options on securities indices for the
purpose of hedging against the risk of price movements that would adversely
affect the value of the Portfolio's securities or securities the Portfolio
intends to buy. The Portfolio may write securities index options to close out
positions in such options that it has purchased.

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Unlike a securities option, which gives the holder the right to purchase
or sell a specified security at a specified price, an option on a securities
index gives the holder the right to receive a cash "exercise settlement amount"
equal to (1) the difference between the exercise price of the option and the
value of the underlying securities index on the exercise date (2) multiplied by
a fixed "index multiplier." A securities index fluctuates with changes in the
market values of the securities included in the index. Options on stock indices
are currently traded on the Chicago Board Options Exchange, the New York Stock
Exchange ("NYSE"), the American Stock Exchange, and other U.S. and foreign
exchanges.

The effectiveness of hedging through the purchase of securities index
options will depend upon the extent to which price movements in the securities
being hedged correlate with price movements in the selected securities index.
Perfect correlation is not possible because the securities held or to be
acquired by the Portfolio will not exactly match the composition of the
securities indices on which options are available.

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

POLICIES AND LIMITATIONS. Neuberger Berman INTERNATIONAL Portfolio may
purchase put and call options on securities indices for the purpose of hedging.
All securities index options purchased by the Portfolio will be listed and
traded on an exchange. The Portfolio currently does not expect to invest a
substantial portion of its assets in securities index options.

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

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

The Portfolios (other than Neuberger Berman INTERNATIONAL Portfolio) 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. Forward contract transactions
include forward sales or purchases of foreign currencies for the purpose of
protecting the U.S. dollar value of securities held or to be acquired by a
Portfolio or protecting the U.S. dollar equivalent of dividends, interest, or
other payments on those securities.

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Forward contracts are traded in the interbank market directly between
dealers (usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades; foreign exchange dealers realize a profit based on the
difference (the spread) between the prices at which they are buying and selling
various currencies.

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

NB Management believes that the use of foreign currency hedging
techniques, including "proxy-hedges," can provide significant protection of NAV
in the event of a general rise in the U.S. dollar against foreign currencies.
For example, the return available from securities denominated in a particular
foreign currency would diminish if the value of the U.S. dollar increased
against that currency. Such a decline could be partially or completely offset by
an increase in value of a hedge involving a forward contract to sell that
foreign currency or a proxy-hedge involving a forward contract to sell a
different foreign currency whose behavior is expected to resemble the currency
in which the securities being hedged are denominated but which is available on
more advantageous terms.

However, a hedge or proxy-hedge cannot protect against exchange rate risks
perfectly, and, if NB Management is incorrect in its judgment of future exchange
rate relationships, a Portfolio could be in a less advantageous position than if
such a hedge had not been established. If a Portfolio uses proxy-hedging, it may
experience losses on both the currency in which it has invested and the currency
used for hedging if the two currencies do not vary with the expected degree of
correlation. Using forward contracts to protect the value of a Portfolio's
securities against a decline in the value of a currency does not eliminate
fluctuations in the prices of the underlying securities. Because forward
contracts are not traded on an exchange, the assets used to cover such contracts
may be illiquid. A Portfolio may experience delays in the settlement of its
foreign currency transactions.

Neuberger Berman INTERNATIONAL Portfolio may purchase securities of an
issuer domiciled in a country other than the country in whose currency the
instrument is denominated. The Portfolio may invest in securities denominated in
the European Currency Unit ("ECU"), which is a "basket" consisting of a
specified amount of the currencies of certain of the member states of the
European Union. The specific amounts of currencies comprising the ECU may be
adjusted by the Council of Ministers of the European Union from time to time to
reflect changes in relative values of the underlying currencies. The market for
ECUs may become illiquid at times of uncertainty or rapid change in the European
currency markets, limiting the Portfolio's ability to prevent potential losses.
In addition, Neuberger Berman INTERNATIONAL Portfolio may invest in securities
denominated in other currency baskets.

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POLICIES AND LIMITATIONS. The Portfolios (other than Neuberger Berman
INTERNATIONAL Portfolio) may enter into forward contracts for the purpose of
hedging and not for speculation.

Neuberger Berman INTERNATIONAL Portfolio may enter into forward contracts
for hedging or non-hedging purposes. When the Portfolio engages in foreign
currency transactions for hedging purposes, it will not enter into forward
contracts to sell currency or maintain a net exposure to such contracts if their
consummation would obligate the Portfolio to deliver an amount of foreign
currency materially in excess of the value of its portfolio securities or other
assets denominated in that currency. Neuberger Berman INTERNATIONAL Portfolio
may also purchase and sell forward contracts for non-hedging purposes when NB
Management anticipates that a foreign currency will appreciate or depreciate in
value, but securities in that currency do not present attractive investment
opportunities and are not held in the Portfolio's investment portfolio.

OPTIONS ON FOREIGN CURRENCIES (ALL PORTFOLIOS). Each Portfolio may write
and purchase covered call and put options on foreign currencies. Neuberger
Berman INTERNATIONAL Portfolio may write (sell) put and covered call options on
any currency in order to realize greater income than would be realized on
portfolio securities alone.

Currency options have characteristics and risks similar to those of
securities options, as discussed herein. Certain options on foreign currencies
are traded on the OTC market and involve liquidity and credit risks that may not
be present in the case of exchange-traded currency options.

POLICIES AND LIMITATIONS. A Portfolio would use options on foreign
currencies to protect against declines in the U.S. dollar value of portfolio
securities or increases in the U.S. dollar cost of securities to be acquired or
to protect the U.S. dollar equivalent of dividends, interest, or other payments
on those securities. In addition, Neuberger Berman INTERNATIONAL Portfolio may
purchase put and call options on foreign currencies for non-hedging purposes
when NB Management anticipates that a currency will appreciate or depreciate in
value, but securities denominated in that currency do not present attractive
investment opportunities and are not included in the Portfolio.

REGULATORY LIMITATIONS ON USING FINANCIAL INSTRUMENTS. To the extent a
Portfolio sells or purchases futures contracts or writes options thereon or
options on foreign currencies that are traded on an exchange regulated by the
CFTC other than for BONA FIDE hedging purposes (as defined by the CFTC), the
aggregate initial margin and premiums on those positions (excluding the amount
by which options are "in-the-money") may not exceed 5% of the Portfolio's net
assets.

COVER FOR FINANCIAL INSTRUMENTS. Securities held in a segregated account
cannot be sold while the futures, options, or forward strategy covered by those
securities is outstanding, unless they are replaced with other suitable assets.
As a result, segregation of a large percentage of a Portfolio's assets could
impede portfolio management or the Portfolio's ability to meet current
obligations. A Portfolio may be unable to promptly dispose of assets which
cover, or are segregated with respect to, an illiquid futures, options, or
forward position; this inability may result in a loss to the Portfolio.

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POLICIES AND LIMITATIONS. Each Portfolio will comply with SEC guidelines
regarding "cover" for Financial Instruments and, if the guidelines so require,
set aside in a segregated account with its custodian the prescribed amount of
cash or appropriate liquid securities.

GENERAL RISKS OF FINANCIAL INSTRUMENTS. The primary risks in using
Financial Instruments are (1) imperfect correlation or no correlation between
changes in market value of the securities or currencies held or to be acquired
by a Portfolio and the prices of Financial Instruments; (2) possible lack of a
liquid secondary market for Financial Instruments and the resulting inability to
close out Financial Instruments when desired; (3) the fact that the skills
needed to use Financial Instruments are different from those needed to select a
Portfolio's securities; (4) the fact that, although use of Financial Instruments
for hedging purposes can reduce the risk of loss, they also can reduce the
opportunity for gain, or even result in losses, by offsetting favorable price
movements in hedged investments; and (5) the possible inability of a Portfolio
to purchase or sell a portfolio security at a time that would otherwise be
favorable for it to do so, or the possible need for a Portfolio to sell a
portfolio security at a disadvantageous time, due to its need to maintain cover
or to segregate securities in connection with its use of Financial Instruments.
There can be no assurance that a Portfolio's use of Financial Instruments will
be successful.

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

POLICIES AND LIMITATIONS. NB Management intends to reduce the risk of
imperfect correlation by investing only in Financial Instruments whose behavior
is expected to resemble or offset that of a Portfolio's underlying securities or
currency. NB Management intends to reduce the risk that a Portfolio will be
unable to close out Financial Instruments by entering into such transactions
only if NB Management believes there will be an active and liquid secondary
market.

SHORT SALES (NEUBERGER BERMAN INTERNATIONAL PORTFOLIO). Neuberger Berman
International Portfolio may attempt to limit exposure to a possible decline in
the market value of portfolio securities through short sales of securities that
NB Management believes possess volatility characteristics similar to those being
hedged. The Portfolio also may use short sales in an attempt to realize gain. To
effect a short sale, the Portfolio borrows a security from a brokerage firm to
make delivery to the buyer. The Portfolio then is obliged to replace the
borrowed security by purchasing it at the market price at the time of
replacement. Until the security is replaced, the Portfolio is required to pay
the lender any dividends and may be required to pay a premium or interest.

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

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Neuberger Berman INTERNATIONAL Portfolio also 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.

The effect of short selling on the Portfolio is similar to the effect of
leverage. Short selling may amplify changes in the Portfolio's and Neuberger
Berman INTERNATIONAL Trust's NAVs. Short selling may also produce higher than
normal portfolio turnover, which may result in increased transaction costs to
the Portfolio.

POLICIES AND LIMITATIONS. Under applicable guidelines of the SEC staff, if
the Portfolio engages in a short sale (other than a short sale against-the-box),
it must put in a segregated account (not with the broker) an amount of cash or
appropriate liquid securities equal to the difference between (1) the market
value of the securities sold short at the time they were sold short and (2) any
cash or securities required to be deposited as collateral with the broker in
connection with the short sale (not including the proceeds from the short sale).
In addition, until the Portfolio replaces the borrowed security, it must daily
maintain the segregated account at such a level that (1) the amount deposited in
it plus the amount deposited with the broker as collateral equals the current
market value of the securities sold short, and (2) the amount deposited in it
plus the amount deposited with the broker as collateral is not less than the
market value of the securities at the time they were sold short.

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 and
Agency Securities, and other fixed income securities. Each Portfolio may invest
in investment grade corporate bonds and debentures; Neuberger Berman PARTNERS,
INTERNATIONAL, and REGENCY Portfolios each may invest in corporate debt
securities rated below investment grade.

U.S. Government Securities are obligations of the U.S. Treasury backed by
the full faith and credit of the United States. U.S. Government Agency
Securities are issued or guaranteed by U.S. Government agencies or by
instrumentalities of the U.S. Government, such as the Government National
Mortgage Association, Fannie Mae (also known as Federal National Mortgage
Association), Freddie Mac (also known as Federal Home Loan Mortgage
Corporation), Student Loan Marketing Association (commonly known as "Sallie
Mae"), and the Tennessee Valley Authority. Some U.S. Government Agency
Securities are supported by the full faith and credit of the United States,
while others may by supported by the issuer's ability to borrow from the U.S.
Treasury, subject to the Treasury's discretion in certain cases, or only by the
credit of the issuer. U.S. Government Agency Securities include U.S. Government
Agency mortgage-backed securities. The market prices of U.S. Government and
Agency Securities are not guaranteed by the Government.

"Investment grade" debt securities are those receiving one of the four
highest ratings from 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 by NB Management to be comparable
to such rated securities ("Comparable Unrated Securities"). Securities rated by
Moody's in its fourth highest rating category (Baa) or Comparable Unrated
Securities may be deemed to have speculative characteristics.

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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 ratings assigned by S&P and Moody's, which are
described in Appendix A to this SAI.

Fixed income securities are subject to the risk of an issuer's inability
to meet principal and interest payments on its obligations ("credit risk") and
are subject to price volatility due to such factors as interest rate
sensitivity, market perception of the creditworthiness of the issuer, and market
liquidity ("market risk"). The value of 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. Foreign debt securities are subject to risks
similar to those of other foreign securities.

Lower-rated securities are more likely to react to developments affecting
market and credit risk than are more highly rated securities, which react
primarily to movements in the general level of interest rates. Debt securities
in the lowest rating categories may involve a substantial risk of default or may
be in default. Changes in economic conditions or developments regarding the
individual issuer are more likely to cause price volatility and weaken the
capacity of the issuer of such securities to make principal and interest
payments than is the case for higher-grade debt securities. An economic downturn
affecting the issuer may result in an increased incidence of default. The market
for lower-rated securities may be thinner and less active than for higher-rated
securities. Pricing of thinly traded securities requires greater judgment than
pricing of securities for which market transactions are regularly reported. NB
Management will invest in lower-rated securities only when it concludes that the
anticipated return on such an investment to Neuberger Berman PARTNERS Portfolio,
INTERNATIONAL Portfolio or REGENCY Portfolio warrants exposure to the additional
level of risk.

POLICIES AND LIMITATIONS. Each Portfolio normally may invest up to 35% of
its total assets in debt securities. Neuberger Berman PARTNERS and REGENCY
Portfolios each may invest up to 15% of its net assets in corporate debt
securities rated below investment grade or Comparable Unrated Securities.
Neuberger Berman INTERNATIONAL Portfolio may invest in domestic and foreign debt
securities of any rating, including those rated below investment grade and
Comparable Unrated Securities.

Subsequent to its purchase by a Portfolio, an issue of debt securities may
cease to be rated or its rating may be reduced, so that the securities would no
longer be eligible for purchase by that Portfolio. In such a case, Neuberger
Berman MILLENNIUM Portfolio will engage in an orderly disposition of the
downgraded securities. Each other Portfolio (except Neuberger Berman
INTERNATIONAL Portfolio) will engage in an orderly disposition of the downgraded
securities to the extent necessary to ensure that the Portfolio's holdings of
securities rated below investment grade and Comparable Unrated Securities will
not exceed 5% of its net assets (15% in the case of Neuberger Berman PARTNERS
and REGENCY Portfolios). NB Management will make a determination as to whether
Neuberger Berman INTERNATIONAL Portfolio should dispose of the downgraded
securities.

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

POLICIES AND LIMITATIONS. The Portfolios may invest in commercial paper
only if it has received the highest rating from S&P (A-1) or Moody's (P-1) or is
deemed by NB Management to be of comparable quality. Neuberger Berman
INTERNATIONAL Portfolio may invest in such commercial paper as a defensive
measure, to increase liquidity, or as needed for segregated accounts.

ZERO COUPON SECURITIES (NEUBERGER BERMAN PARTNERS, MILLENNIUM, AND REGENCY
Portfolios). Each of these Portfolios may invest in zero coupon securities,
which are debt obligations that do not entitle the holder to any periodic
payment of interest prior to maturity or that specify a future date when the
securities begin to pay current interest. Zero coupon securities are issued and
traded at a discount from their face amount or par value. This discount varies
depending on prevailing interest rates, the time remaining until cash payments
begin, the liquidity of the security, and the perceived credit quality of the
issuer.

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

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

CONVERTIBLE SECURITIES (ALL PORTFOLIOS). Each Portfolio may invest in
convertible securities. A convertible security is a bond, debenture, note,
preferred stock, or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. Convertible
securities generally have features of both common stocks and debt securities. A
convertible security entitles the holder to receive the interest paid or accrued
on debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion, such
securities ordinarily provide a stream of income with generally higher yields
than common stocks of the same or similar issuers, but lower than the yield on
non-convertible debt. Convertible securities are usually subordinated to
comparable-tier non-convertible securities but rank senior to common stock in a
corporation's capital structure. The value of a convertible security is a
function of (1) its yield in comparison to the yields of other securities of

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comparable maturity and quality that do not have a conversion privilege and (2)
its worth if converted into the underlying common stock.

The price of a convertible security often reflects variations in the price
of the underlying common stock in a way that non-convertible debt may not.
Convertible securities are typically issued by smaller capitalization companies
whose stock prices may be volatile. A convertible security may be subject to
redemption at the option of the issuer at a price established in the security's
governing instrument. If a convertible security held by 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 its corresponding Fund's ability to achieve their investment objectives.

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

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

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

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

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

JAPANESE INVESTMENTS (NEUBERGER BERMAN INTERNATIONAL PORTFOLIO). All of
the Portfolios may invest in foreign securities, including securities of
Japanese issuers. From time to time, Neuberger Berman INTERNATIONAL Portfolio
may invest a significant portion of its assets in securities of Japanese
issuers. The performance of the Portfolio may therefore be significantly
affected by events influencing the Japanese economy and the exchange rate
between the Japanese yen and the U.S. dollar. Japan has experienced a severe
recession, including a decline in real estate values and other events that

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adversely affected the balance sheets of many financial institutions and
indicate that there may be structural weaknesses in the Japanese financial
system. The effects of this economic downturn may be felt for a considerable
period and are being exacerbated by the currency exchange rate. Japan is heavily
dependent on foreign oil. Japan is located in a seismically active area, and
severe earthquakes may damage important elements of the country's
infrastructure. Japan's economic prospects may be affected by the political and
military situations of its near neighbors, notably North and South Korea, China
and Russia.

OTHER INVESTMENT COMPANIES. Neuberger Berman INTERNATIONAL Portfolio may
invest in the shares of other investment companies. Such investment may be the
most practical or only manner in which the Portfolio can participate in certain
foreign markets because of the expenses involved or because other vehicles for
investing in those countries may not be available at the time the Portfolio is
ready to make an investment. Each Portfolio at times may invest in instruments
structured as investment companies to gain exposure to the performance of a
recognized securities index, such as the S&P 500 Index.

As a shareholder in an investment company, a Portfolio would bear its pro
rata share of that investment company's expenses. Investment in other funds may
involve the payment of substantial premiums above the value of such issuer's
portfolio securities. The Portfolios do not intend to invest in such funds
unless, in the judgment of NB Management, the potential benefits of such
investment justify the payment of any applicable premium or sales charge.

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

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

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 making 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

38
<PAGE>

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

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

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

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

(7) HEAVY INDUSTRY SECTOR: Companies engaged in research, development,
manufacture, or marketing of products, processes, or services related to the
agriculture, chemicals, containers, forest products, non-ferrous metals, steel,

39
<PAGE>

or pollution control industries, including synthetic and natural materials (for
example, chemicals, plastics, fertilizers, gases, fibers, flavorings, or
fragrances), paper, wood products, steel, and cement. Certain of these companies
are subject to state and federal regulation, which could require alteration or
cessation of production of a product, payment of fines, or cleaning of a
disposal site. Furthermore, because some of the materials and processes used by
these companies involve hazardous components, there are additional risks
associated with their production, handling, and disposal. The risk of product
obsolescence also is present.

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

(9) MEDIA AND ENTERTAINMENT SECTOR: Companies engaged in design,
production, or distribution of goods or services for the media industries
(including television or radio broadcasting or 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 television and radio broadcast are subject to government
regulation.

(10) RETAILING SECTOR: Companies engaged in retail distribution of home
furnishings, food products, clothing, pharmaceuticals, leisure products, or
other consumer goods, including department stores, supermarkets, and retail
chains specializing in particular items such as shoes, toys, or pharmaceuticals.
The value of these companies' securities fluctuates based on consumer spending
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.

40
<PAGE>

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

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 smoothes out year-to-year variations in
performance and, in that respect, differs from actual year-to-year results. As
of the date of this SAI, Neuberger Berman REGENCY Trust had been in existence
only a very short time and had no meaningful performance history. The Funds
commenced operations in August 1993 except for Neuberger Berman INTERNATIONAL
Trust, which commenced operations in June 1998. However, each Fund's investment
objective, policies, and limitations are the same as those of another mutual
fund that is a series of Neuberger Berman Equity Funds and that 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 (which, as used herein, includes data for 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.

Average Annual Total Returns
Fund Periods Ended 8/31/1999

ONE YEAR FIVE YEARS TEN YEARS PERIOD FROM INCEPTION
-------- ---------- --------- ---------------------

MANHATTAN ________ ________ _________ ________

GENESIS ________ ________ _________ ________

FOCUS _______ ________ _________ ________

GUARDIAN _______ ________ _________ ________

PARTNERS _______ ________ _________ ________

41
<PAGE>

INTERNATIONAL _______ ________ _________ ________

MILLENNIUM ________ ________ _________ ________

Prior to January 5, 1989, the investment policies 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 include information reflecting the
Sister Fund's performance and expenses for periods before November 1, 1991, in
its advertisements, sales literature, financial statements, and other documents
filed with the SEC and/or provided to current and prospective shareholders.
Investors should be aware that such information may not necessarily reflect the
level of performance and expenses that would have been experienced had the
Fund's current investment policies been in effect.

NB Management may from time to time waive a portion of its fees due from
any Fund or Portfolio or reimburse a Fund or Portfolio for a portion of its
expenses. Such action has the effect of increasing total return. Actual
reimbursements and waivers are described in the Prospectus and in "Investment
Management and Administration Services" below.

COMPARATIVE INFORMATION

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, The New York
Times, Kiplinger's Personal Finance, and Barron's Newspaper, or

(2) recognized stock and other indices, such as the S&P 500 Composite
Stock Price Index ("S&P 500 Index"), S&P Small Cap 600 Index ("S&P 600
Index"), S&P Mid Cap 400 Index ("S&P 400 Index"), Russell 2000 Stock
Index, Russell Midcap(TRADEMARK) Index, Dow Jones Industrial Average
("DJIA"), Wilshire 1750 Index, Nasdaq Composite Index, Montgomery
Securities Growth Stock Index, Value Line Index, U.S. Department of Labor
Consumer Price Index ("Consumer Price Index"), College Board Annual Survey
of Colleges, Kanon Bloch's Family Performance Index, the Barra Growth
Index, the Barra Value Index, the EAFE(REGISTERED) Index, the Financial
Times World XUS Index, and various other domestic, international, and
global indices. The S&P 500 Index is a broad index of common stock prices,
while the DJIA represents a narrower segment of industrial companies. The
S&P 600 Index includes stocks that range in market value from $35 million
to $3.2 billion, with an average of $514 million. The S&P 400 Index
measures mid-sized companies that have an average market capitalization of
$2.1 billion. The EAFE(REGISTERED) Index is an unmanaged index of common

42
<PAGE>

stock prices of more than 1,000 companies from Europe, Australia, and the
Far East translated into U.S. dollars. The Financial Times World XUS Index
is an index of 24 international markets, excluding the U.S. market. Each
assumes reinvestment of distributions and is calculated without regard to
tax consequences or the costs of investing. Each Portfolio may invest in
different types of securities from those included in some of the above
indices.

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

OTHER PERFORMANCE INFORMATION

From time to time, information about a Portfolio's portfolio allocation
and holdings as of a particular date may be included in Advertisements for the
corresponding Fund. This information 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.

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

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

Information relating to inflation and its effects on the dollar also may
be included in Advertisements. For example, after ten years, the purchasing
power of $25,000 would shrink to $16,621, $14,968, $13,465, and $12,100,
respectively, if the annual rates of inflation during that period were 4%, 5%,
6%, and 7%, respectively. (To calculate the purchasing power, the value at the
end of each year is reduced by the inflation rate for the ten-year period.)

43
<PAGE>

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

CERTAIN RISK CONSIDERATIONS

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

TRUSTEES AND OFFICERS

The following table sets forth information concerning the trustees and
officers of the Trust and Managers Trust, including their addresses and
principal business experience during the past five years. Some persons named as
trustees and officers also serve in similar capacities for other funds and their
corresponding portfolios administered or managed by NB Management and Neuberger
Berman.

44
<PAGE>

<TABLE>
<CAPTION>
THE TRUST AND EQUITY MANAGERS TRUST:

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

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

Stanley Egener* (64) Chairman of the Principal of Neuberger Berman;
Board, Chief President and Director of NB
Executive Officer, Management; Chairman of the
and Trustee of the Board, Chief Executive Officer
Trust and Equity and Trustee of nine other
Managers Trust mutual funds for which NB
Management acts as investment
manager or administrator.

Howard A. Mileaf (61) Trustee of the Vice President and Special
WHX Corporation Trust and Equity Counsel to WHX Corporation
110 East 59th Street Managers Trust (holding company) since 1992;
30th Floor Director of Kevlin Corporation
New York, NY 10022 (manufacturer of microwave and
other products).

Edward I. O'Brien* (70) Trustee of the Until 1993, President of the
12 Woods Lane Trust and Equity Securities Industry
Scarsdale, NY 10583 Managers Trust Association ("SIA")
(securities industry's
representative in government
relations and regulatory
matters at the federal and
state levels); until November
1993, employee of the SIA;
Director of Legg Mason, Inc.

John T. Patterson, Jr. (70) Trustee of the Retired. Formerly,
7082 Siena Court Trust and Equity President of SOBRO (South
Boca Raton, FL 33433 Managers Trust Bronx Overall Economic
Development Corporation).

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

45
<PAGE>

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

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

Gustave H. Shubert (69) Trustee of the Senior Fellow/Corporate
13838 Sunset Boulevard Trust and Equity Advisor and Advisory Trustee
Pacific Palisades, CA 90272 Managers Trust of Rand (a non-profit public
interest research
institution) since 1989;
Honorary Member of the Board
of Overseers of the Institute
for Civil Justice, the Policy
Advisory Committee of the
Clinical Scholars Program at
the University of California,
the American Association for
the Advancement of Science,
the Counsel on Foreign
Relations, and the Institute
for Strategic Studies
(London); advisor to the
Program Evaluation and
Methodology Division of the
U.S. General Accounting
Office; formerly Senior Vice
President and Trustee of
Rand.

Lawrence Zicklin* (62) President and Principal of Neuberger Berman;
Trustee of the Director of NB Management;
Trust and Equity President and/or Trustee of
Managers Trust six other mutual funds for
which NB Management acts as
investment manager or
administrator.

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

46
<PAGE>

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

Michael J. Weiner (51) Vice President and Senior Vice President of NB
Principal Management since 1992;
Financial Officer Treasurer of NB Management
of the Trust and from 1992 to 1996; Vice
Equity Managers President and Principal
Trust Financial Officer of nine
other mutual funds for which
NB Management acts as
investment manager or
administrator.

Claudia A. Brandon (42) Secretary of the Vice President of NB
Trust and Equity Management; Secretary of nine
Managers Trust other mutual funds for which
NB Management acts as
investment manager or
administrator.

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

Stacy Cooper-Shugrue (35) Assistant Secretary Assistant Vice President of NB
of the Trust and Management since 1993; Assistant
Equity Managers Secretary of nine other mutual
Trust funds for which NB Management acts
as investment manager or
administrator.

C. Carl Randolph (61) Assistant Principal of Neuberger Berman
Secretary of the since 1992; Assistant
Trust and Equity Secretary of nine other mutual
Managers Trust funds for which NB Management
acts as investment manager or
administrator.

47
<PAGE>

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

Barbara DiGiorgio (40) Assistant Treasurer Assistant Vice President of NB
of the Trust and Management since 1993; Assistant
Equity Managers Treasurer since 1996 of nine other
Trust mutual funds for which NB
Management acts as investment

Celeste Wischerth (37) Assistant Assistant Vice President of NB
Treasurer of the Management since 1994; prior
Trust and Equity thereto, employee of NB
Managers Trust Management; Assistant
Treasurer since 1996 of nine
other mutual funds for which
NB Management acts as
investment manager or
administrator.

GLOBAL MANAGERS TRUST:

Positions Held
Name, Age, and with Global
Address(1) Managers Trust Principal Occupation(s)(2)
- ---------- -------------- --------------------------

Stanley Egener* (64) Chairman of the (See above)
Board, Chief
Executive Officer
and Trustee

Howard A. Mileaf (61) Trustee (See above)
WHX Corporation
110 East 59th Street
30th Floor
New York, NY 10022

John T. Patterson, Jr. (70) Trustee (See above)
7082 Siena Court
Boca Raton, FL 33433

48
<PAGE>

John P. Rosenthal (66) Trustee (See above)
Burnham Securities Inc.
Burnham Asset Management
Corp.
1325 Avenue of the Americas
17th Floor
New York, NY 10019

Lawrence Zicklin (62) President (See above)

Daniel J. Sullivan (59) Vice President (See above)

Michael J. Weiner (51) Vice President and (See above)
Principal
Financial Officer

Richard Russell (52) Treasurer and (See above)
Principal
Accounting Officer

Claudia A. Brandon (42) Secretary (See above)

Stacy Cooper-Shugrue (35) Assistant Secretary (See above)

C. Carl Randolph (61) Assistant Secretary (See above)

Barbara DiGiorgio (40) Assistant Treasurer (See above)

Celeste Wischerth (37) Assistant Treasurer (See above)

Jacqueline Henning (56) Assistant Treasurer Managing Director, State Street
Cayman Trust Co., Ltd. since
1994; Assistant Director,
Morgan Grenfell, 1993-94; Bank
of Nova Scotia Trust Co.
(Cayman) Ltd., Managing
Director, 1988-93.
Lenore Joan McCabe (37) Assistant Secretary Operations Supervisor, State
Street Cayman Trust Co., Ltd.;
Project Manager, State Street
Canada, Inc., 1992-94.

</TABLE>
- --------------------

(1) Unless otherwise indicated, the business address of each listed person
is 605 Third Avenue, New York, New York 10158.

49
<PAGE>

(2) Except as otherwise indicated, each individual has held the positions
shown for at least the last five years.

* Indicates a trustee who is an "interested person" of the Trust and
Managers Trust within the meaning of the 1940 Act. Messrs. Egener and Zicklin
are interested persons by virtue of the fact that they are officers and/or
directors of NB Management and principals 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 NB Management serves as
investment manager.

The Trust's Trust Instrument and Managers Trust's Declaration of Trust
provide that each such Trust will indemnify its trustees and officers against
liabilities and expenses reasonably incurred in connection with litigation in
which they may be involved because of their offices with the Trust, unless it is
adjudicated that they (a) engaged in bad faith, willful misfeasance, gross
negligence, or reckless disregard of the duties involved in the conduct of their
offices, or (b) did not act in good faith in the reasonable belief that their
action was in the best interest of the Trust. In the case of settlement, such
indemnification will not be provided unless it has been determined (by a court
or other body approving the settlement or other disposition, by a majority of
disinterested trustees based upon a review of readily available facts, or in a
written opinion of independent counsel) that such officers or trustees have not
engaged in willful misfeasance, bad faith, gross negligence, or reckless
disregard of their duties.

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

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

Aggregate Total Compensation from Investment
Compensation from Companies in the
Name and Position Neuberger Berman Neuberger Berman Fund
With Each Trust Equity Trust Complex Paid to Trustees
- --------------- ------------ ------------------------

Faith Colish ________ ________
Trustee

Stanley Egener $0 $0
Chairman of the
Board, Chief
Executive Officer,
and Trustee

Howard A. Mileaf _________ _________
Trustee

Edward I. O'Brien _________ _________
Trustee

John T. Patterson, Jr. ________ ________
Trustee

50
<PAGE>

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

John P. Rosenthal _________ ________
Trustee

Cornelius T. Ryan ________ __________
Trustee

Gustave H. Shubert _________ __________
Trustee

Lawrence Zicklin $0 $0
President and Trustee

At November __, 1999, the trustees and officers of the Trusts and the
corresponding Managers Trust, as a group, owned beneficially or of record less
than 1% of the outstanding shares of each Fund (except Neuberger Berman
MILLENNIUM Trust). As of that date, the trustees and officers of the Trust and
Global Managers Trust, as a group, owned ____% of the outstanding shares of
Neuberger Berman MILLENNIUM Trust.

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. NB
Management serves as the investment manager to all the Portfolios (except
Neuberger Berman INTERNATIONAL Portfolio) pursuant to a management agreement
with Managers Trust, dated as of August 2, 1993 ("EMT Management Agreement").

The EMT Management Agreement was approved by the holders of the interests
in all the Portfolios (except Neuberger Berman MILLENNIUM Portfolio and
Neuberger Berman REGENCY Portfolio) on August 2, 1993, and by the holders of the
interests in Neuberger Berman MILLENNIUM Portfolio on October 19, 1998 and
Neuberger Berman REGENCY Portfolio on June 1, 1999. Neuberger Berman MILLENNIUM
and REGENCY Portfolios were authorized to become subject to the EMT Management
Agreement by vote of the Portfolio Trustees on July 29, 1998 and April 28, 1999,
respectively.

NB Management serves as the investment manager to Neuberger Berman
INTERNATIONAL Portfolio pursuant to a management agreement with Global Managers
Trust, dated as of November 1, 1995 ("GMT Management Agreement"). The GMT
Management Agreement was approved by the holders of the interests in Neuberger
Berman INTERNATIONAL Portfolio on October 26, 1995. That Portfolio was
authorized to become subject to the GMT Management Agreement by vote of the
Portfolio Trustees on August 8, 1995.

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<PAGE>

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

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

NB Management provides facilities, services and personnel, as well as
accounting, recordkeeping, and other services, to each Fund pursuant to an
administration agreement with the Trust, dated August 3, 1993, as amended on
August 2, 1996 ("Administration Agreement"). Neuberger Berman INTERNATIONAL
Trust, Neuberger Berman MILLENNIUM Trust and Neuberger Berman REGENCY Trust were
authorized to become subject to the Administration Agreement by vote of the Fund
Trustees on January 22, 1997, July 29, 1998 and April 28, 1999, respectively. NB
Management enters into administrative services agreements with Institutions,
pursuant to which it compensates Institutions for accounting, recordkeeping and
other services that they provide in connection with investments in the Funds.

Institutions may be subject to federal or state laws that limit their
ability to provide certain administrative or distribution-related services. For
example, the Glass-Steagall Act is generally interpreted to prohibit most banks
from underwriting mutual fund shares. NB Management intends to contract with
Institutions for only those services they may legally provide. If, due to a
change in the laws governing Institutions or in the interpretation of any such
law, an Institution is prohibited from performing some or all of the
above-described services, NB Management may be required to find alternative
means of providing those services. Any such change is not expected to impact the
Funds or their shareholders adversely.

Because Neuberger Berman INTERNATIONAL Portfolio has its principal offices
in the Cayman Islands, Global Managers Trust has entered into an Administrative
Services Agreement with State Street Cayman Trust Company Ltd. ("State Street
Cayman"), Elizabethan Square, P.O. Box 1984, George Town, Grand Cayman, Cayman
Islands, British West Indies, effective August 31, 1994. Under the
Administrative Services Agreement, State Street Cayman provides sufficient
personnel and suitable facilities for the principal offices of Neuberger Berman
INTERNATIONAL Portfolio and provides certain administrative, fund accounting,
and transfer agency services with respect to that Portfolio. The Administrative
Services Agreement terminates if assigned by State Street Cayman; however, State
Street Cayman is permitted to, and does, employ an affiliate, State Street
Canada, Inc., to perform certain accounting functions.

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<PAGE>

Prior to November 1, 1995, Neuberger Berman INTERNATIONAL Portfolio was
advised by BNP-NB Global Asset Management, L.P. ("BNP-NB Global"), a joint
venture of Banque Nationale de Paris ("BNP") and Neuberger Berman, pursuant to
an investment advisory agreement dated June 15, 1994. During that period, BNP-NB
Global voluntarily reimbursed the Portfolio to the extent that its operating
expenses (excluding interest, taxes, brokerage commissions, and extraordinary
expenses) exceeded 0.70% per annum of the Portfolio's average daily net assets.
NB Management provided the Portfolio with administrative services pursuant to a
separate administration agreement dated June 15, 1994. Prior to November 1,
1995, NB Management provided similar services to the Fund pursuant to an
administration agreement dated June 15, 1994 and amended May 1, 1995.

MANAGEMENT AND ADMINISTRATION FEES

For investment management services, each Portfolio (except Neuberger
Berman GENESIS, MILLENNIUM and INTERNATIONAL Portfolios) pays NB Management a
fee at the annual rate of 0.55% of the first $250 million of that Portfolio's
average daily net assets, 0.525% of the next $250 million, 0.50% of the next
$250 million, 0.475% of the next $250 million, 0.45% of the next $500 million,
and 0.425% of average daily net assets in excess of $1.5 billion. Neuberger
Berman GENESIS Portfolio and Neuberger Berman MILLENNIUM Portfolio each pay NB
Management a fee for investment management services at the annual rate of 0.85%
of the first $250 million of the Portfolio's average daily net assets, 0.80% of
the next $250 million, 0.75% of the next $250 million, 0.70% of the next $250
million and 0.65% of average daily net assets in excess of $1 billion. Neuberger
Berman INTERNATIONAL Portfolio pays NB Management a fee for investment
management services at the annual rate of 0.85% of the first $250 million of the
Portfolio's average daily net assets, 0.825% of the next $250 million, 0.80% of
the next $250 million, 0.775% of the next $250 million, 0.75% of the next $250
million and 0.725% of average daily net assets in excess of $1.5 billion.

For administrative services, each Fund pays NB Management a fee at the
annual rate of 0.40% of that Fund's average daily net assets, plus certain
out-of-pocket expenses for technology used for shareholder servicing and
shareholder communications subject to the prior approval of an annual budget by
the Trust's Board of Trustees, including a majority of those Trustees who are
not interested persons of the Trust or of Neuberger Berman Management Inc., and
periodic reports to the Board of Trustees on actual expenses. With a Fund's
consent NB Management may subcontract some of its responsibilities to that Fund
under the Administration Agreement and may compensate each Institution that
provides such services. (A portion of this payment may be derived from the Rule
12b-1 fee paid to NB Management by each Fund; see "Rule 12b-1 Plan," below.)

During the fiscal years ended August 31, 1999, 1998 and 1997, each Fund
accrued management and administration fees as follows:

Management and Administration Fees
Accrued for Fiscal Years
Fund Ended August 31
1999 1998 1997
---- ---- ----

MANHATTAN ________ $525,466 $415,355

53
<PAGE>

GENESIS ________ $8,191,488 $1,870,816

FOCUS ________ $1,953,132 $936,458

GUARDIAN ________ $19,092,633 $14,839,636

INTERNATIONAL ________ $4,582* N/A

PARTNERS ________ $6,210,071 $2,313,486

MILLENNIUM ________ ____________ ___________

- --------------------
*From June 29, 1998 (commencement of operations) to August 31, 1998.

WAIVERS AND REIMBURSEMENTS

From May 1, 1995 to December 14, 1997, NB Management voluntarily waived a
portion of the management fee borne by Neuberger Berman GENESIS Portfolio to
reduce the fee by 0.10% per annum of the average daily net assets of that
Portfolio.

54
<PAGE>

Portion of Management Fee Waived

For Period Ended For Fiscal Years Ended August 31
Fund December 14, 1997 1997 1996
---- ----

GENESIS $157,077 $153,513 $39,014

NB Management has voluntarily undertaken to reimburse each Fund for its
total operating expenses so that each Fund's (except Neuberger Berman REGENCY
Fund) expense ratio per annum will not exceed the expense ratio of its Sister
Fund by more than 0.20% of the Fund's average daily net assets, but in the case
of Neuberger Berman International Trust not to exceed 1.70%, and in the case of
MILLENNIUM Trust not to exceed 1.75%. Each undertaking can be terminated by NB
Management by giving a Fund at least 60 days' prior written notice.

Amount of Total Operating Expenses
Reimbursed by NB Management
Fund for Fiscal Years Ended August 31
1999 1998 1997
---- ---- ----

MANHATTAN ________ $59,281 $64,448

GENESIS _________ $0 $0

FOCUS __________ $67,2577 $102,407

GUARDIAN _________ $0 $0

INTERNATIONAL _________ $15,821* N/A

PARTNERS _________ $45,387 $89,923

MILLENNIUM _________ ________ ___________

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

*From June 29, 1998 (commencement of operations) to August 31, 1998.

Neuberger Berman MILLENNIUM Trust has in turn agreed to repay NB
Management through December 31, 2000, for the excess Total Operating Expenses
that NB Management reimbursed to the Fund through December 31, 1999, so long as
the Fund's Total Operating Expenses do not exceed the above expense limitation.

55
<PAGE>

NB Management has agreed to reimburse certain expenses of Neuberger Berman
REGENCY Trust through December 31, 2002, so that total annual operating expenses
of that Fund are limited to 1.50% of average net assets, or to not more than
0.20% above the total annual operating expenses of another Neuberger Berman fund
that invests in the same Portfolio, whichever is less. The Fund has in turn
agreed to repay NB Management for expenses reimbursed to the Fund provided that
repayment does not cause the fund's annual operating expenses to exceed 1.50% of
its average net assets and the repayment is made within three years after the
year in which NB Management incurred the expense.

The Management Agreements continue until August 2, 2000. The Management
Agreements are renewable thereafter from year to year with respect to each
Portfolio, so long as their continuance is approved at least annually (1) by the
vote of a majority of the Portfolio Trustees who are not "interested persons" of
NB Management or the corresponding Managers Trust ("Independent Portfolio
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval, and (2) by the vote of a majority of the Portfolio Trustees or by a
1940 Act majority vote of the outstanding interests in that Portfolio. The
Administration Agreement continues until August 2, 2000. 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 NB Management or the Trust
("Independent Fund Trustees"), cast in person at a meeting called for the
purpose of voting on such approval, and (2) by the vote of a majority of the
Fund Trustees or by a 1940 Act majority vote of the outstanding shares in that
Fund.

The Management Agreements are terminable, without penalty, with respect to
a Portfolio on 60 days' written notice either by the corresponding Managers
Trust or by NB Management. The Administration Agreement is terminable, without
penalty, with respect to a Fund on 60 days' written notice either by NB
Management or by the Trust. Each Agreement terminates automatically if it is
assigned.

SUB-ADVISER

NB Management retains Neuberger Berman, 605 Third Avenue, New York, NY
10158-3698, as sub-adviser with respect to each Portfolio (except Neuberger
Berman INTERNATIONAL Portfolio) pursuant to a sub-advisory agreement dated
August 2, 1993 ("EMT Sub-Advisory Agreement").

The EMT Sub-Advisory Agreement was approved by the holders of the
interests in the Portfolios (except Neuberger Berman MILLENNIUM, and REGENCY
Portfolios) on August 2, 1993, and by the holders of the interests in Neuberger
Berman MILLENNIUM Portfolio on October 19, 1998, and Neuberger Berman REGENCY
Portfolio on June 1, 1999. Neuberger Berman MILLENNIUM Portfolio and REGENCY
Portfolio were authorized to become subject to the Sub-Advisory Agreement by
vote of the Portfolio Trustees on July 29, 1998 and April 28, 1999,
respectively.

NB Management retains Neuberger Berman as sub-adviser with respect to
Neuberger Berman INTERNATIONAL Portfolio pursuant to a sub-advisory agreement
dated November 1, 1995 ("GMT Sub-Advisory Agreement"). The GMT Sub-Advisory
Agreement was approved by the holders of the interests in Neuberger Berman
INTERNATIONAL Portfolio on October 26, 1995. That Portfolio was authorized to
become subject to the GMT Sub-Advisory Agreement by vote of the Portfolio
Trustees on August 8, 1995.

The EMT Sub-Advisory Agreement and GMT Sub-Advisory Agreement
("Sub-Advisory Agreements") provide in substance that Neuberger Berman will
furnish to NB Management, upon reasonable request, the same type of investment

56
<PAGE>

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

The Sub-Advisory Agreements continue until August 2, 2000 and are
renewable from year to year, subject to approval of their continuance in the
same manner as the Management Agreements. The Sub-Advisory Agreements are
subject to termination, without penalty, with respect to each Portfolio by the
Portfolio Trustees or a 1940 Act majority vote of the outstanding interests in
that Portfolio, by NB Management, or by Neuberger Berman on not less than 30 nor
more than 60 days' written notice. A 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 NB Management employ
experienced professionals that work in a competitive environment.

INVESTMENT COMPANIES MANAGED

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

Approximate Net
Assets at

--------------,
NAME 1999
---- ----
Neuberger Berman Cash Reserves Portfolio ______________
(investment portfolio for Neuberger
Berman Cash Reserves)
Neuberger Berman Government Money Portfolio ______________
(investment portfolio for Neuberger
Berman Government Money Fund)
Neuberger Berman High Yield Bond Portfolio ______________
(investment portfolio for Neuberger
Berman High Yield Bond Fund)

57
<PAGE>

Approximate Net
Assets at

--------------,
NAME 1999
---- ----
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 Securities Portfolio ______________
(investment portfolio for Neuberger
Berman Municipal Securities Trust)
Neuberger Berman Municipal Money Portfolio ______________
(investment portfolio for Neuberger
Berman Municipal Money Fund)
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, Neuberger Berman
GENESIS Trust, Neuberger Berman
GENESIS Assets and Neuberger Berman
GENESIS Institutional)
Neuberger Berman GUARDIAN Portfolio ______________
(investment portfolio for Neuberger
Berman GUARDIAN Fund, Neuberger Berman
GUARDIAN Trust and Neuberger Berman
GUARDIAN Assets)
Neuberger Berman INTERNATIONAL Portfolio ______________
(investment portfolio for Neuberger
Berman INTERNATIONAL Fund and
Neuberger Berman INTERNATIONAL Trust)

58
<PAGE>

Approximate Net
Assets at

--------------,
NAME 1999
---- ----
Neuberger Berman MANHATTAN Portfolio ______________
(investment portfolio for Neuberger
Berman MANHATTAN Fund, Neuberger
Berman MANHATTAN Trust and Neuberger
Berman MANHATTAN Assets)
Neuberger Berman MILLENNIUM Portfolio ______________
(investment portfolio for Neuberger
Berman MILLENNIUM Fund,
Neuberger Berman MILLENNIUM Trust, and
Neuberger Berman MILLENNIUM Assets)
Neuberger Berman PARTNERS Portfolio ______________
(investment portfolio for Neuberger
Berman PARTNERS Fund, Neuberger Berman
PARTNERS Trust and Neuberger Berman
PARTNERS Assets)
Neuberger Berman REGENCY Portfolio ______________
(investment portfolio for Neuberger
Berman REGENCY Fund and Neuberger
Berman REGENCY Trust)
Advisers Managers Trust ______________
(seven series)

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

There may be occasions when a Portfolio and one or more of the Other NB
Funds or other accounts managed by Neuberger Berman are contemporaneously
engaged in purchasing or selling the same securities from or to third parties.
When this occurs, the transactions are averaged as to price and allocated, in
terms of amount, in accordance with a formula considered to be equitable to the
funds involved. Although in some cases this arrangement may have a detrimental
effect on the price or volume of the securities as to a Portfolio, in other
cases it is believed that a Portfolio's ability to participate in volume

59
<PAGE>

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 NB 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 NB Funds, and
other managed accounts) and personnel of Neuberger Berman and its affiliates.
These include, for example, limits that may be imposed in certain industries or
by certain companies, and policies of Neuberger Berman that limit the aggregate
purchases, by all accounts under management, of the outstanding shares of public
companies.

MANAGEMENT AND CONTROL OF NB MANAGEMENT

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

Mr. Egener is a trustee and officer of the Trusts and the Managers Trusts.
Mr. Zicklin is a trustee of the Trusts and Equity Managers Trust and an officer
of the Trusts and the Managers Trusts. Messrs. Russell, Sullivan and Weiner and
Mmes. DiGiorgio, and Wischerth are officers, of the Trust and Managers Trusts.
C. Carl Randolph, a principal of Neuberger Berman, also is an officer of the
Trust and Managers Trusts.

Neuberger Berman and NB Management are wholly owned subsidiaries of
Neuberger Berman Inc., a publicly owned holding company owned primarily by the
principals of Neuberger Berman.

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<PAGE>

DISTRIBUTION ARRANGEMENTS

DISTRIBUTOR

NB 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 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.

From time to time, NB 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 the Funds, and the Distributor are parties to a
Distribution Agreement that continues until August 2, 2000. The Distribution
Agreement may be renewed annually if specifically approved by (1) the vote of a
majority of the Fund Trustees or a 1940 Act majority vote of the Fund's
outstanding shares and (2) the vote of a majority of the Independent Fund
Trustees, cast in person at a meeting called for the purpose of voting on such
approval. The Distribution Agreement may be terminated by either party and will
terminate automatically on its assignment, in the same manner as the Management
Agreements.

RULE 12B-1 PLAN

The Fund Trustees adopted the Plan on _________________. The Plan provides
that each Fund will compensate NB Management for administrative and other
services provided to the Funds, its activities and expenses related to the sale
and distribution of Fund shares, and ongoing services to investors in the Funds.
Under the Plan, NB Management receives from each Fund a fee at the annual rate
of 0.10% of that Fund's average daily net assets. NB Management may pay up to
the full amount of this fee to Institutions that make available Fund shares
and/or provide services to the Funds and their shareholders. The fee paid to an
Institution is based on the level of such services provided. Institutions may
use the payments for, among other purposes, compensating employees engaged in
sales and/or shareholder servicing. The amount of fees paid by a Fund during any
year may be more or less than the cost of distribution and other services
provided to the Fund and its investors. NASD rules limit the amount of annual
distribution and service fees that may be paid by a mutual fund and impose a
ceiling on the cumulative distribution fees paid. The Trust's plan complies with
these rules.

The Plan requires that NBMI provide the Fund Trustees for their review a
quarterly written report identifying the amounts expended by each Fund and the
purposes for which such expenditures were made.

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<PAGE>

Prior to approving the Plan, the Fund Trustees considered various factors
relating to the implementation of the Plan and determined that there is a
reasonable likelihood that the Plan will benefit the Funds and their
shareholders. The Fund Trustees noted that the purpose of the master/feeder fund
structure is to permit access to a variety of markets. To the extent the Plan
allows the Funds to penetrate markets to which they would not otherwise have
access, the Plan may result in additional sales of Fund shares; this, in turn,
may enable the Funds to achieve economies of scale that could reduce expenses.
In addition, certain on-going shareholder services may be provided more
effectively by Institutions with which shareholders have an existing
relationship.

The Plan continues until August 2, 2000. The Plan is renewable thereafter
from year to year with respect to each Fund, so long as its continuance is
approved at least annually (1) by the vote of a majority of the Fund Trustees
and (2) by a vote of the majority of the Rule 12b-1 Trustees, cast in person at
a meeting called for the purpose of voting on such approval. The Plan may not be
amended to increase materially the amount of fees paid by any Fund thereunder
unless such amendment is approved by a 1940 Act majority vote of the outstanding
shares of the Fund and by the Fund Trustees in the manner described above. The
Plan is terminable with respect to a Fund at any time by a vote of a majority of
the Rule 12b-1 Trustees or by a 1940 Act majority vote of the outstanding shares
in the Fund.

ADDITIONAL PURCHASE INFORMATION

SHARE PRICES AND NET ASSET VALUE

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

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

Neuberger Berman INTERNATIONAL Portfolio values equity securities at the
last reported sale price on the principal exchange or in the principal
over-the-counter market in which such securities are traded, as of the close of

62
<PAGE>

regular trading on the NYSE on the day the securities are being valued or, if
there are no sales, at the last available bid price on that day. Debt
obligations are valued at the last available bid price for such securities or,
if such prices are not available, at prices for securities of comparable
maturity, quality, and type. Foreign securities are translated from the local
currency into U.S. dollars using current exchange rates. The Portfolio values
all other types of securities and assets, including restricted securities and
securities for which market quotations are not readily available, by a method
that the trustees of Global Managers Trust believe accurately reflects fair
value.

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

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

ADDITIONAL EXCHANGE INFORMATION

As more fully set forth in the section of the Prospectus entitled
"Maintaining Your Account," an Institution may exchange shares of any Fund for
shares of one or more of the other Funds or the income fund that is briefly
described below ("Income Fund"), if made available through that Institution.

INCOME FUND

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

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

Before effecting an exchange, Fund shareholders must obtain and should
review a currently effective prospectus of the fund into which the exchange is

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

63
<PAGE>

to be made. An exchange is treated as a sale for federal income tax purposes
and, depending on the circumstances, a capital gain or loss may be realized.

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, (2) when trading on the
NYSE is restricted, (3) when an emergency exists as a result of which it is not
reasonably practicable for its 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 the Fund's
shareholders. Applicable SEC rules and regulations shall govern whether the
conditions prescribed in (2) or (3) exist. If the right of redemption is
suspended, shareholders may withdraw their offers of redemption, or they will
receive payment at the NAV per share in effect at the close of business on the
first day the NYSE is open ("Business Day") after termination of the suspension.

REDEMPTIONS IN KIND

Each Fund reserves the right, under certain conditions, to honor any
request for redemption (or a combination of requests from the same shareholder
in any 90-day period) exceeding $250,000 or 1% of the net assets of the Fund,
whichever is less, by making payment in whole or in part in securities valued as
described under "Share Prices and Net Asset Value" above. 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. 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.

DIVIDENDS AND OTHER DISTRIBUTIONS

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

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
(after deducting expenses incurred directly by Neuberger Berman GUARDIAN Trust),
if any, near the end of each other calendar quarter.

Dividends and 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.

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ADDITIONAL TAX INFORMATION

TAXATION OF THE FUNDS

To continue to qualify for treatment as a RIC under the Code, each Fund
must distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting generally of net investment
income, net short-term capital gain, and net gains from certain foreign currency
transactions) ("Distribution Requirement") and must meet several additional
requirements. With respect to each Fund, these requirements include the
following: (1) the Fund must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of securities or foreign
currencies, or other income (including gains from Financial Instruments) derived
with respect to its business of investing in securities or those currencies
("Income Requirement"); and(2) at the close of each quarter of the Fund's
taxable year, (i) at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RICs, and other securities limited, in respect of any one issuer, to an
amount that does not exceed 5% of the value of the Fund's total assets and that
does not represent more than 10% of the issuer's outstanding voting securities,
and (ii) not more than 25% of the value of its total assets may be invested in
securities (other than U.S. Government securities or securities of other RICs)
of any one issuer. If the fund failed to qualify as a RIC for any taxable year,
it would be taxed on the full amount of its taxable income for that year without
being able to deduct the distributions it makes to its shareholders and the
shareholders would treat all those distributions, including distributions of net
capital gain (the excess of net long-term capital gain over net short-term
capital loss), as dividends (that is, ordinary income) to the extent of the
Fund's earnings and profits.

Certain funds that invest in portfolios managed by NB Management,
including most of the Sister Funds have received rulings from the Internal
Revenue Service ("Service") that each such fund, as an investor in its
corresponding portfolio, will be deemed to own a proportionate share of the
portfolio's assets and income for purposes of determining whether the fund
satisfies all the requirements described above to qualify as a RIC. Although
these rulings may not be relied on as precedent by the Funds, NB Management
believes that the reasoning thereof and, hence, their 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.

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See the next section for a discussion of the tax consequences to the Funds
of distributions to them from the Portfolios, investments by the Portfolios in
certain securities, and hedging transactions engaged in by the Portfolios.

TAXATION OF THE PORTFOLIOS

The Portfolios (except Neuberger Berman MILLENNIUM and Neuberger Berman
INTERNATIONAL Portfolios) have received rulings from the Service to the effect
that, among other things, each such Portfolio will be treated as a separate
partnership for federal income tax purposes and will not be a "publicly traded
partnership." Although these rulings may not be relied on as precedent by the
excepted Portfolios, NB Management believes the reasoning thereof and, hence,
their conclusion apply to that Portfolio as well. As a result, no Portfolio is
subject to federal income tax; instead, each investor in a Portfolio, such as a
Fund, is required to take into account in determining its federal income tax
liability its share of the Portfolio's income, gains, 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 satisfies the requirements to qualify as a RIC, each Portfolio intends
to continue to conduct its operations so that its corresponding Fund will be
able to continue to satisfy all those requirements.

Distributions to a Fund from its corresponding Portfolio (whether pursuant
to a partial or complete withdrawal or otherwise) will not result in the Fund's
recognition of any gain or loss for federal income tax purposes, except that (1)
gain will be recognized to the extent any cash that is distributed exceeds the
Fund's basis for its interest in the Portfolio before the distribution, (2)
income or gain will be recognized if the distribution is in liquidation of the
Fund's entire interest in the Portfolio and includes a disproportionate share of
any unrealized receivables held by the Portfolio, 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 capital gains
and decreased by (1) the amount of cash and the basis of any property the
Portfolio distributes to the Fund and (2) the Fund's share of the Portfolio's
losses.

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

If more than 50% of the value of Neuberger Berman INTERNATIONAL Trust's
total assets (taking into account its share of Neuberger Berman INTERNATIONAL
Portfolio's total assets) at the close of its taxable year consists of
securities of foreign corporations, that Fund will be eligible to, and may, file
an election with the Service that will enable its shareholders, in effect, to
receive the benefit of the foreign tax credit with respect to the Fund's share
of any foreign taxes paid by the Portfolio ("Fund's foreign taxes"). Pursuant to

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the election, Neuberger Berman INTERNATIONAL Trust would treat those taxes as
dividends paid to its shareholders and each shareholder would be required to (1)
include in gross income, and treat as paid by the shareholder, his or her share
of those taxes, (2) treat his or her share of those taxes and of any dividend
paid by the Fund that represents its share of the Portfolio's income from
foreign or U.S. possessions sources as his or her own income from those sources,
and (3) either deduct the taxes deemed paid by him or her in computing his or
her taxable income or, alternatively, use the foregoing information in
calculating the foreign tax credit against his or her federal income tax.
Neuberger Berman INTERNATIONAL Trust will report to its shareholders shortly
after each taxable year their respective shares of the Fund's foreign taxes and
income (taking into account its share of the Portfolio's income) from sources
within foreign countries and U.S. possessions if it makes this election.
Individual shareholders of the Fund who have no more than $300 ($600 for married
persons filing jointly) of creditable foreign taxes included on Forms 1099 and
all of whose foreign source income is "qualified passive income" may elect each
year to be exempt from the extremely complicated foreign tax credit limitation
and will be able to claim a foreign tax credit without having to file the
detailed Form 1116 that otherwise is required.

A Portfolio may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is a foreign corporation -- other than a
"controlled foreign corporation" (I.E., a foreign corporation in which, on any
day during its taxable year, more than 50% of the total voting power of all
voting stock therein or the total value of all stock therein is owned, directly,
indirectly, or constructively, by "U.S. shareholders," defined as U.S. persons
that individually own, directly, indirectly, or constructively, at least 10% of
that voting power) as to which a Portfolio is a U.S. shareholder -- that, in
general, meets either of the following tests: (1) at least 75% of its gross
income is passive or (2) an average of at least 50% of its assets produce, or
are held for the production of, passive income. Under certain circumstances, if
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 its
share of a portion of any "excess distribution" received by the Portfolio on the
stock or of any gain on the Portfolio's disposition of the stock (collectively,
"PFIC income"), plus interest thereon, even if the Fund distributes its share of
the PFIC income as a taxable dividend to its shareholders. The balance of the
Fund's share of the PFIC income will be included in its investment company
taxable income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders.

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

A holder of stock in any PFIC may elect to include in ordinary income each
taxable year the excess, if any, of the fair market value of the stock over the
adjusted basis therein as of the end of that year. Pursuant to the election, a
deduction (as an ordinary, not capital, loss) also would be allowed for the
excess, if any, of the holder's adjusted basis in PFIC stock over the fair

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<PAGE>

market value thereof as of the taxable year-end, but only to the extent of any
net mark-to-market gains with respect to that stock included in income for prior
taxable years. The adjusted basis in each PFIC's stock subject to the election
would be adjusted to reflect the amounts of income included and deductions taken
thereunder (and under regulations proposed in 1992 that provided a similar
election with respect to the stock of certain PFICs).

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

Exchange-traded futures contracts, certain forward contracts, and listed
options thereon subject to section 1256 of the Code ("Section 1256 contracts")
are required to be marked to market (that is, treated as having been sold at
market value) for federal income tax purposes at the end of a Portfolio's
taxable year. Sixty percent of any net gain or loss recognized as a result of
these "deemed sales," and 60% of any net realized gain or loss from any actual
sales, of Section 1256 contracts are treated as long-term capital gain or loss;
the remainder is treated as short-term capital gain or loss. Section 1256
contracts also may be marked-to-market for purposes of the Excise Tax. These
rules may operate to increase the amount that a Fund must distribute to satisfy
the Distribution Requirement, which will be taxable to the shareholders as
ordinary income, and to increase the net capital gain recognized by the Fund,
without in either case increasing the cash available to the Fund. A Fund may
elect to exclude certain transactions from the operation of section 1256,
although doing so may have the effect of increasing the relative proportion of
net short-term capital gain (taxable as ordinary income) and/or increasing the
amount of dividends that must be distributed to meet the Distribution
Requirement and avoid imposition of the Excise Tax.

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

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<PAGE>

property, such as having an option to sell, being contractually obligated to
sell, making a short sale, or granting an option to buy substantially identical
stock or securities).

Each of Neuberger Berman PARTNERS and REGENCY Portfolios may acquire zero
coupon securities or other securities issued with original issue discount
("OID"). As a holder of those securities, each such Portfolio (and, through it,
its corresponding Fund) must take into income the OID that accrues on the
securities during the taxable year, even if it receives no corresponding payment
on them during the year. Because each such Fund annually must distribute
substantially all of its investment company taxable income (including its share
of its corresponding Portfolio's accrued OID) to satisfy the Distribution
Requirement and avoid imposition of the Excise Tax, the Fund may be required in
a particular year to distribute as a dividend an amount that is greater than its
share of the total amount of cash its corresponding Portfolio actually receives.
Those distributions will be made from a Fund's (or its share of its
corresponding Portfolio's) cash assets or, if necessary, from the proceeds of
sales of that Portfolio's securities. A Portfolio may realize capital gains or
losses from those sales, which would increase or decrease its corresponding
Fund's investment company taxable income and/or net capital gain.

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 principal broker for each Portfolio (except
Neuberger Berman INTERNATIONAL Portfolio) in the purchase and sale of its
portfolio securities (other than certain securities traded on the OTC market)
and in connection with the purchase and sale of options on its securities.
Neuberger Berman may act as broker for Neuberger Berman INTERNATIONAL Portfolio.
A substantial portion of the portfolio transactions of Neuberger Berman GENESIS
and Neuberger Berman MILLENNIUM Portfolios involves securities traded on the OTC
market; those Portfolios purchase and sell OTC securities in principal
transactions with dealers who are the principal market makers for such
securities.

During the fiscal year ended August 31, 1997, Neuberger Berman MANHATTAN
Portfolio paid brokerage commissions of $971,026, of which $458,679 was paid to
Neuberger Berman. During the fiscal year ended August 31, 1998, Neuberger Berman
MANHATTAN Portfolio paid brokerage commissions of $1,132,309, of which $546,227
was paid to Neuberger Berman.

During the fiscal year ended August 31, 1999, 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, 1999.
______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

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<PAGE>

the fiscal year ended August 31, 1999, that Portfolio acquired securities of the
following of its "regular brokers or dealers" (as defined in the 1940 Act)
("Regular B/Ds"): Bear, Stearns & Co., Inc., General Electric Capital Corp. and
State Street Bank and Trust Company; at that date, that Portfolio held the
securities of its Regular B/Ds with an aggregate value as follows: Bear, Stearns
& Co. Inc., __________; General Electric Capital Corp., _________; and State
Street Bank and Trust Company, ________.

During the fiscal year ended August 31, 1997, Neuberger Berman GENESIS
Portfolio paid brokerage commissions of $860,097, of which $516,040 was paid to
Neuberger Berman. During the fiscal year ended August 31, 1998, Neuberger Berman
GENESIS Portfolio paid brokerage commissions of $2,419,159, of which $1,159,143
was paid to Neuberger Berman.

During the fiscal year ended August 31, 1999, 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, 1999. _____ 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, 1999, that Portfolio acquired securities of the
following of its Regular B/Ds: General Electric Capital Corp. and State Street
Bank and Trust Company; at that date, that Portfolio held the securities of its
Regular B/Ds with an aggregate value as follows: General Electric Capital Corp.,
_______.

During the fiscal year ended August 31, 1997, Neuberger Berman FOCUS
Portfolio paid brokerage commissions of $1,825,493, of which $920,202 was paid
to Neuberger Berman. During the fiscal year ended August 31, 1998, Neuberger
Berman FOCUS Portfolio paid brokerage commissions of $2,051,007, of which
$998,930 was paid to Neuberger Berman.

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During the fiscal year ended August 31, 1999, 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, 1999. ______ 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, 1999, that Portfolio acquired securities of the
following of its Regular B/Ds: General Electric Capital Corp., Merrill Lynch,
Pierce, Fenner & Smith Inc., Morgan Stanley Dean Witter & Co., and State Street
Bank and Trust Company; at that date, that Portfolio held the securities of its
Regular B/Ds with an aggregate value as follows: General Electric Capital Corp.,
_________ Merrill Lynch, Pierce, Fenner & Smith Inc., $__________; and Morgan
Stanley Dean Witter & Co., _______.

During the fiscal year ended August 31, 1997, Neuberger Berman GUARDIAN
Portfolio paid brokerage commissions of $8,540,335, of which $4,806,913 was paid
to Neuberger Berman. During the fiscal year ended August 31, 1998, Neuberger
Berman GUARDIAN Portfolio paid brokerage commissions of $11,558,523, of which
$5,733,976 was paid to Neuberger Berman.

During the fiscal year ended August 31, 1999, 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, 1999.
_____ 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, 1999, that Portfolio acquired
securities of the following of its Regular B/Ds: General Electric Capital Corp.,
Merrill Lynch, Pierce, Fenner & Smith Inc., Morgan Stanley Dean Witter & Co.,
and State Street Bank and Trust Company; at that date, that Portfolio held the
securities of its Regular B/Ds with an aggregate value as follows: General
Electric Capital Corp., _______; Merrill Lynch, Pierce, Fenner & Smith Inc.,
________; and Morgan Stanley Dean Witter & Co., ________.

During the fiscal year ended August 31, 1997, Neuberger Berman PARTNERS
Portfolio paid brokerage commissions of $5,413,453, of which $3,508,790 was paid
to Neuberger Berman. During the fiscal year ended August 31, 1998, Neuberger
Berman PARTNERS Portfolio paid brokerage commissions of $10,028,713, of which
$6,281,978 was paid to Neuberger Berman.

During the fiscal year ended August 31, 1999, 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, 1999.
_____ 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, 1999, that Portfolio acquired
securities of the following of its Regular B/Ds: General Electric Capital Corp.
and State Street Bank and Trust Company; at that date, that Portfolio held

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securities of its Regular B/Ds with an aggregate value as follows: General
Electric Capital Corp., __________.

During the fiscal year ended August 31, 1997, Neuberger Berman
INTERNATIONAL Portfolio paid brokerage commissions of $297,431, of which $5,901
was paid to Neuberger Berman. During the fiscal year ended August 31, 1998
Neuberger Berman INTERNATIONAL Portfolio paid brokerage commissions of $345,192,
of which $3,435 was paid to Neuberger Berman.

During the fiscal year ended August 31, 1999, Neuberger Berman
INTERNATIONAL Portfolio paid brokerage commissions of _______ of which _______
was paid to Neuberger Berman. Transactions in which the Portfolio used Neuberger
Berman as broker comprised _____ of the aggregate dollar amount of transactions
involving the payment of commissions, and _____ of the aggregate brokerage
commissions paid by the Portfolio, during the fiscal year ended August 31, 1999.
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, 1999, that Portfolio acquired
securities of the following of its Regular B/Ds: ABN Amro Inc., General Electric
Capital Corp., and State Street Bank and Trust Company; at that date, that
Portfolio held the securities of its Regular B/Ds with an aggregate value as
follows: ABN Amro Inc., ________.

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 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.
In accordance with the order, securities loans made by a Portfolio to Neuberger
Berman are fully secured by cash collateral. The portion of the income on the
cash collateral which may be shared with Neuberger Berman is to be determined by
reference to concurrent arrangements between Neuberger Berman and non-affiliated
lenders with which it engages in similar transactions. In addition, where
Neuberger Berman borrows securities from a Portfolio in order to re-lend them to
others, Neuberger Berman may be required to pay that Portfolio, on a quarterly
basis, certain of the earnings that Neuberger Berman otherwise has derived from
the re-lending of the borrowed securities. When Neuberger Berman desires to
borrow a security that 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, in any month, a Portfolio's expenses exceed its income in any
securities loan transaction with Neuberger Berman, Neuberger Berman must
reimburse that Portfolio for such loss.

A committee of Independent Portfolio Trustees from time to time reviews,
among other things, information relating to securities loans by the Portfolios.
The following information reflects interest income earned by the Portfolios from
the cash collateralization of securities loans during the fiscal years ended
1999, 1998, and 1997. As reflected below, Neuberger Berman received a portion of
the interest income from the cash collateral.

Interest Income
from Amount Paid to
Name of Portfolio Fiscal Year End Collateralization of Neuberger Berman
- ----------------- --------------- Securities Loans ----------------
----------------

Neuberger Berman 8/31/99 $ _______ $ _______
MANHATTAN Portfolio 8/31/98 $ 469,745 $ 212,611
8/31/97 $ 988,931 $ 326,403

- --------------------------------------------------------------------------
Neuberger Berman 8/31/99 $ _______ $ _______
GENESIS Portfolio 8/31/98 $ 285,737 $ 152,375
8/31/97 $ 168,552 $ 69,948
- --------------------------------------------------------------------------

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Neuberger Berman 8/31/99 $ ________ $ ________
GUARDIAN Portfolio 8/31/98 $ 1,355,093 $ 1,035,708
8/31/97 $ 4,005,765 $ 3,532,486

- --------------------------------------------------------------------------
Neuberger Berman 8/31/99 $ _______ $ _______
FOCUS Portfolio 8/31/98 $ 139,877 $ 101,879
8/31/97 $ 1,053,272 $ 898,127

- --------------------------------------------------------------------------
Neuberger Berman 8/31/99 $ _______ $ ______
PARTNERS Portfolio 8/31/98 $ 280,193 $ 141,707
8/31/97 $ 797,133 $ 688,624

- --------------------------------------------------------------------------
Neuberger Berman 8/31/99 $ _______ ______
INTERNATIONAL 8/31/98 $ 31,250
Portfolio 8/31/97 $ 0
0
0
- --------------------------------------------------------------------------
Neuberger Berman 8/31/99 $ _______ ________
MILLENNIUM Portfolio 8/31/98 $ _______ ________
8/31/97 $ _______ ________

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 NB Management, that firm is able to obtain a price and
execution at least as favorable as other qualified brokers. To the Portfolios'
knowledge, no affiliate of any Portfolio receives give-ups or reciprocal
business in connection with their securities transactions.

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

Under the 1940 Act, commissions paid by 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 NB
Management's judgment, be (1) at least as favorable as those charged by other
brokers having comparable execution capability and (2) at least as favorable as
commissions contemporaneously charged by Neuberger Berman on comparable
transactions for its most favored unaffiliated customers, except for accounts
for which Neuberger Berman acts as a clearing broker for another brokerage firm
and customers of Neuberger Berman considered by a majority of the Independent
Portfolio Trustees not to be comparable to the Portfolio. The Portfolios do not

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<PAGE>

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

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

A committee comprised of officers of NB Management and principals of
Neuberger Berman who are portfolio managers of some of the Portfolios and Other
NB Funds (collectively, "NB Funds") and some of Neuberger Berman's managed
accounts ("Managed Accounts") evaluates semi-annually the nature and quality of
the brokerage and research services provided by other brokers. Based on this
evaluation, the committee establishes a list and projected rankings of preferred
brokers for use in determining the relative amounts of commissions to be
allocated to those brokers. Ordinarily, the brokers on the list effect a large
portion of the brokerage transactions for the NB Funds and the Managed Accounts
that are not effected by Neuberger Berman. However, in any semi-annual period,
brokers not on the list may be used, and the relative amounts of brokerage
commissions paid to the brokers on the list may vary substantially from the
projected rankings. These variations reflect the following factors, among
others: (1) brokers not on the list or ranking below other brokers on the list
may be selected for particular transactions because they provide better price
and/or execution, which is the primary consideration in allocating brokerage;
(2) adjustments may be required because of periodic changes in the execution
capabilities of or research provided by particular brokers or in the execution
or research needs of the NB Funds and/or the Managed Accounts; and (3) the
aggregate amount of brokerage commissions generated by transactions for the NB

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<PAGE>

Funds and the Managed Accounts may change substantially from one semi-annual
period to the next.

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

Kent C. Simons; Kevin L. Risen and Allan R. White III; Judith M. Vale and
Robert W. D'Alelio; Valerie Chang; Jennifer K. Silver and Brooke A. Cobb;
Michael F. Malouf and Jennifer K. Silver; Michael M. Kassen, Robert I. Gendelman
and S. Basu Mullick; and Janet W. Prindle, each of whom is a Vice President of
NB Management (except for Ms. Chang who is an Assistant Vice President) and a
principal of Neuberger Berman (except for Mr. White, Mr. Mullick, Mr. D'Alelio,
Mr. Cobb and Ms. Chang), are the persons primarily responsible for making
decisions as to specific action to be taken with respect to the investment
portfolios of Neuberger Berman FOCUS, Neuberger Berman GUARDIAN, Neuberger
Berman GENESIS, Neuberger Berman INTERNATIONAL, Neuberger Berman MANHATTAN,
Neuberger Berman MILLENNIUM, Neuberger Berman PARTNERS and Neuberger Berman
REGENCY 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 NB Management prior to taking such action.

PORTFOLIO TURNOVER

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

REPORTS TO SHAREHOLDERS

Shareholders of 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.

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<PAGE>

ORGANIZATION, CAPITALIZATION AND OTHER MATTERS

THE FUNDS

Each Fund is a separate ongoing 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 as a diversified,
open-end management investment company, commonly known as a mutual fund. The
Trust has nine separate series. Each Fund invests all of net investable assets
in its corresponding Portfolio, in each case receiving a beneficial interest in
that Portfolio. The trustees of the Trusts may establish additional series or
classes of shares without the approval of shareholders. The assets of each
series belong only to that series, and the liabilities of each series are borne
solely by that series and no other.

Prior to 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.

Prior to November 17, 1995, the name of Neuberger Berman
INTERNATIONAL Portfolio was International Portfolio.

Prior to November 9, 1998, the name of the Trust was "Neuberger &
Berman Equity Trust" and the term "Neuberger Berman" in each Fund's name was
"Neuberger & Berman".

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 rights to subscribe to any additional shares.

SHAREHOLDER MEETINGS. The trustees of the Trusts 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 that Trust or Fund
and provides for indemnification out of Trust or Fund property of any
shareholder nevertheless held personally liable for Trust or Fund obligations,
respectively.

OTHER. Because Fund shares can be bought, owned and sold only
through an account with an Institution, a client of an Institution may be unable
to purchase additional shares and/or may be required to redeem shares (and
possibly incur a tax liability) if the client no longer has a relationship with
the Institution or if the Institution no longer has a contract with NB
Management to perform services. Depending on the policies of the Institution
involved, an investor may be able to transfer an account from one Institution to
another.

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THE PORTFOLIOS

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

FUNDS' INVESTMENTS IN PORTFOLIOS. Each Fund is a "feeder fund" that
seeks to achieve its investment objective by investing all of its net investable
assets in its corresponding Portfolio, which is a "master fund." The Portfolio,
which has the same investment objective, policies, and limitations as the Fund,
in turn invests in securities; the Fund thus acquires an indirect interest in
those securities.

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 Sister Funds that are series of
Neuberger Berman Equity Funds(REGISTERED) ("Equity Funds") and the other mutual
funds that are series of other trusts invest all of their respective net assets
in corresponding Portfolios of Equity Managers Trust. The shares of each series
of Equity Funds are available for purchase by members of the general public. The
Trust does not sell its shares directly to 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. Other investors in a Portfolio
(including the series of Equity Funds and 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 Equity Funds
and Equity Assets) might charge a sales commission. Therefore, Fund shareholders
may have different returns than shareholders in another investment company that
invests exclusively in the Portfolio. Information regarding any fund that
invests in a Portfolio is available from NB Management by calling 800-877-9700.

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

77
<PAGE>

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 portfolio securities (as opposed to a cash distribution) by the
Portfolio to the Fund. That distribution could result in a less diversified
portfolio of investments for the Fund and could affect adversely the liquidity
of the Fund's investment portfolio. If the Fund decided to convert those
securities to cash, it usually would incur brokerage fees or other transaction
costs. If a Fund withdrew its investment from a Portfolio, the trustees of the
Trust would consider what actions might be taken, including the investment of
all of the Fund's net investable assets in another pooled investment entity
having substantially the same investment objective as the Fund or the retention
by the Fund of its own investment manager to manage its assets in accordance
with its investment objective, policies, and limitations. The inability of the
Fund to find a suitable replacement could have a significant impact on
shareholders.

INVESTOR MEETINGS AND VOTING. 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.

CUSTODIAN AND TRANSFER AGENT

Each Fund and Portfolio has selected State Street Bank and Trust Company,
225 Franklin Street, Boston, MA 02110, as custodian for its securities and cash.
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. All correspondence
should be mailed to Neuberger Berman Funds, Institutional Services, 605 Third
Avenue, 2nd Floor, New York, NY 10158-0180. In addition, State Street serves as
transfer agent for each Portfolio (except Neuberger Berman INTERNATIONAL
Portfolio). State Street Cayman serves as transfer agent for Neuberger Berman
INTERNATIONAL Portfolio.

INDEPENDENT AUDITORS/ACCOUNTANTS

Each Fund and Portfolio (other than Neuberger Berman INTERNATIONAL
Portfolio, Neuberger Berman MANHATTAN Trust and Portfolio, Neuberger Berman
MILLENNIUM Trust and Portfolio, and Neuberger Berman REGENCY Trust and
Portfolio) has selected Ernst & Young LLP, 200 Clarendon Street, Boston, MA

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<PAGE>

02116, as the independent auditors who will audit its financial statements.
Neuberger Berman INTERNATIONAL Portfolio has selected Ernst & Young, Shedden
Road, George Town, Grand Cayman, Cayman Islands, British West Indies as the
independent auditors who will audit its financial statements. Neuberger Berman
MANHATTAN Trust and Portfolio, Neuberger Berman MILLENNIUM Trust and Portfolio,
and Neuberger Berman REGENCY Trust and Portfolio have selected
PricewaterhouseCoopers LLP, One Post Office Square, 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 Avenue, N.W., 2nd Floor, 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 was known by each Fund to own beneficially or of
record 5% or more of that Fund's outstanding shares at November __, 1999:

Percentage of
Ownership at
Name and Address November __, 1999
- --------------------------------------------------------------------------------
Neuberger Berman MAC & Co. _____%
MANHATTAN Trust A/C 195-643
AEOF 1956432
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198

The Northern Trust Co., Trustee _____%
FBO Case Corporation
22-75833
P.O. Box 92956
Chicago, IL 60675-2956

Puig Perfumes _____%
Salary Deferral Plan
9 Skyline Drive
Hawthorne, NY 10532-2100

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<PAGE>

Percentage of
Ownership at
Name and Address November __, 1999
- --------------------------------------------------------------------------------
Neuberger Berman Nationwide Life Insurance _____%
PARTNERS Trust QPVA
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029

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

PRC Inc. _____%
c/o T. Rowe Price Financial
Attn: Asset Recon.
P.O. Box 17215
Baltimore, MD 21297-0354

Connecticut General Life _____%
Insurance Company
350 Church St.
P.O. Box 2975 M-110
Hartford, CT 06103-1106

Fidelity Investments Institutional _____%
Oper. Co.
Agent for certain benefit pln
100 Magellan Way
Mailzone KWIC
Covington, KY 41015-1987

Neuberger Berman MAC & Co. _____%
Guardian Trust A/C 195-643
AEOF 1956432
P.O. Box 3198
Mutual Fund Operations
Pittsburgh, PA 15230-3198

National Financial 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 November __, 1999
- --------------------------------------------------------------------------------
Fidelity Investments Institutional _____%
Ops Co.
Agent for certain EE benefit plans
Mailzone KWIC
Covington, KY 41015

The Manufacturers Life Insurance _____%
Co.
200 Bloor St. E NT3
Toronto ON M4W 1E5
Canada

Nationwide Life Insurance Co. _____%
QPVA
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029

Wachovia Bank of North Carolina, ____%
Master Trustee
Incentive Savings Plan
301 N. Main Street MC-NC 32213
Winston-Salem, NC 27101-3819

Connecticut General Life ____%
Insurance Company
350 Church Street
P.O. Box 2975 M-110
Hartford, CT 06104-2975

The Bank of New York, Trustee ____%
Melville Corporation 401K
PSRP - General DTD 6/7/89
1 Wall Street 7th Floor
New York, NY 10005-2501

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

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Percentage of
Ownership at
Name and Address November __, 1999
- --------------------------------------------------------------------------------
American Express Trust Co. ____%
Benefit of American Express
Trust Retirement Service Plans
1200 Northstar West
P.O. Box 534
Minneapolis, MN 55440-0534

Smith Barney Inc. ____%
00109801250
388 Greenwich Street
New York, NY 10013-2375

Emjayco ____%
Omnibus Account
P.O. Box 17909
Milwaukee, WI 53217-0909

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

Boston Safe Deposit & Trust Co., _____%
Trustee
TWA Inc. Pilots Directed Account
Plan & 401K Plan for Pilots of TWA
Inc.
Mallzone 028-003I
One Cabot Road
Medford, MA 02155-5141

Neuberger Berman National Financial Services Corp.* ____%
Genesis Trust P.O. Box 3908
Church Street Station
New York, NY 10008-3908

Profit Sharing Plan for Partners & ____%
Principals of
PricewaterhouseCoopers LLP
3109 W. Dr. Martin Luther King
Drive
Tampa, FL 33607

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Percentage of
Ownership at
Name and Address November __, 1999
- --------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & _____%
Smith, Inc.
Fund Administration
4800 Deer Lake Drive East, 3rd
Floor
Jacksonville, FL 32246-6484

Smith Barney, Inc. ____%
00109801250
388 Greenwich Street
New York, NY 10013-2375

Fidelity Investments Institutional ____%
Ops Co.
Agent for certain EE benefit plans
Mailzone KWIC
Covington, KY 41015

Neuberger Berman Chase Manhattan Bank, Trustee _____%
INTERNATIONAL Trust Professional Pensions Inc.
Retirement Programs
444 Foxon Road
East Haven, CT 06513-2019

Fleet Trust Corporation _____%
Third Party M F Alliances
P.O. Box 2197
Boston, MA 02106-2197

Neuberger Berman National Financial Service Corp.* _____%
MILLENNIUM Trust P.O. Box 3908
Church Street Station
New York, NY 10008-3908

* 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.

REGISTRATION STATEMENT

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

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Statements contained in this SAI and in the Prospectus as to the contents
of any contract or other document referred to are not necessarily complete. In
each instance where reference is made to the copy of any contract or other
document filed as an exhibit to a registration statement, each such statement is
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, 1999:

The audited financial statements of the Funds and Portfolios and notes
thereto for the fiscal year ended August 31, 1999, and the reports of
Ernst & Young LLP, independent auditors, with respect to such audited
financial statements of Neuberger Berman GENESIS Trust and Portfolio,
Neuberger Berman FOCUS Trust and Portfolio, Neuberger Berman GUARDIAN
Trust and Portfolio, Neuberger Berman PARTNERS Trust and Portfolio, and
Neuberger Berman INTERNATIONAL Trust; the report of Ernst & Young,
independent auditors, with respect to such audited financial statements of
Neuberger Berman INTERNATIONAL Portfolio; and the report of
PricewaterhouseCoopers LLP, independent accountants, with respect to such
audited financial statements of Neuberger Berman MANHATTAN Trust and
Portfolio, and Neuberger Berman MILLENNIUM Trust and Portfolio.

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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.

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

A-1
<PAGE>

elements may be of greater amplitude, or there may be other elements present
that make the long-term risks appear somewhat larger than in Aaa-rated
securities.

A - Bonds rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. These bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements; their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B - Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small.

Caa - Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Ca - Bonds rated Ca represent obligations that are speculative in a high degree.
Such issues are often in default or have other marked shortcomings.

C - Bonds rated C are the lowest rated class of bonds, and issues so rated can
be regarded as having extremely poor prospects of ever attaining any real
investment standing.

MODIFIERS--Moody's may apply numerical modifiers 1, 2, and 3 in each generic
rating classification described above. The modifier 1 indicates that the
security ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the issuer
ranks in the lower end of its generic rating.

S&P commercial paper ratings:

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

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:

A-2
<PAGE>

- - Leading market positions in well-established industries.

- - High rates of return on funds employed.

- - Conservative capitalization structures with moderate reliance on debt
and ample asset protection.

- - Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

- - Well-established access to a range of financial markets and assured
sources of alternate liquidity.

A-3

<PAGE>

NEUBERGER BERMAN EQUITY TRUST
POST-EFFECTIVE AMENDMENT NO. 23 ON FORM N-1A

PART C

OTHER INFORMATION

Item 23. Financial Statements and Exhibits
- -------- ---------------------------------

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

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

(2) Restated Certificate of Trust. Incorporated by
Reference to Post- Effective Amendment No. 18 to
Registrant's Registration Statement, File Nos.
33-64368 and 811-7784, EDGAR Accession No.
0000898432-98-000838.

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

(4) Schedule A - Current Series of Neuberger Berman
Equity Trust. To Be Filed.

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

(c) (1) Trust Instrument of Neuberger Berman Equity
Trust, Articles IV, V, and VI. Incorporated by
Reference to Post-Effective Amendment 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,
Articles V, VI, and VIII. Incorporated by
Reference to Post-Effective Amendment No. 8 to
Registrant's Registration Statement, File Nos.
33-64368 and 811-7784, EDGAR Accession No.
0000898432-95-000427.

(d) (1) (i) Management Agreement Between Equity
Managers Trust and Neuberger Berman
Management Inc. 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. 0000898432-95-000314.
<PAGE>
Exhibit
Number Description
------ -----------

(ii) Schedule A - Series of Equity Managers Trust
Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 20 to
Registrant's Statement, File Nos. 33-64368
and 811-7784.

(iii) Schedule B - Schedule of Compensation Under
the Management Agreement. Incorporated by
Reference to Post-Effective Amendment No. 20
to Registrant's Statement, File Nos.
33-64368 and 811-7784.

(2) (i) Sub-Advisory Agreement Between Neuberger
Berman Management Inc. and Neuberger Berman,
LLC with Respect to Equity Managers Trust.
Incorporated by Reference to Post-Effective
Amendment No. 70 to Registration Statement
of Neuberger Berman Equity Funds, File Nos.
2-11357 and 811-582, EDGAR Accession No.
0000898432-95-000314.

(ii) Schedule A - Series of Equity Managers Trust
Currently Subject to the Sub-Advisory
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 20 to
Registrant's Statement, File Nos. 33-64368
and 811-7784.

(iii) Substitution Agreement Among Neuberger
Berman Management Inc., Equity Managers
Trust, Neuberger Berman, L.P., and Neuberger
Berman, LLC. Incorporated by Reference to
Post-Effective Amendment No. 7 to
Registration Statement of Equity Managers
Trust, File No. 811-7910, EDGAR Accession
No. 0000898432-96-000557.

(3) (i) Management Agreement Between Global Managers
Trust and Neuberger Berman Management Inc.
Incorporated by Reference to Post-Effective
Amendment No. 74 to Registration Statement
of Neuberger Berman Equity Funds, File Nos.
2-11357 and 811-582, EDGAR Accession No.
0000898432-95-000426.

(ii) Schedule A - Series of Global Managers Trust
Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 74 to
Registration Statement of Neuberger Berman
Equity Funds, File Nos. 2-11357 and 811-582,
EDGAR Accession No. 0000898432-95-000426.

(iii) Schedule B - Schedule of Compensation Under
the Management Agreement. Incorporated by
Reference to Post-Effective Amendment No. 74
to Registration Statement of Neuberger
Berman Equity Funds, File Nos. 2-11357 and
811-582, EDGAR Accession No.
0000898432-95-000426.

<PAGE>
Exhibit
Number Description
------ -----------

(4) (i) Sub-Advisory Agreement Between Neuberger
Berman Management Inc. and Neuberger Berman,
LLC with Respect to Global Managers Trust.
Incorporated by Reference to Post-Effective
Amendment No. 74 to Registration Statement
of Neuberger Berman Equity Funds, File Nos.
2-11357 and 811-582, EDGAR Accession No.
0000898432-95-000426.

(ii) Schedule A - Series of Global Managers Trust
Currently Subject to the Sub-Advisory
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 74 to
Registration Statement of Neuberger Berman
Equity Funds, File Nos. 2-11357 and 811-582,
EDGAR Accession No. 0000898432-95-000426.

(iii) Substitution Agreement among Neuberger
Berman Management Inc., Global Managers
Trust, Neuberger Berman, L.P. and Neuberger
Berman, LLC. Incorporated by Reference to
the substantially similar agreement filed in
Post-Effective Amendment No. 7 to the
Registration Statement of Equity Managers
Trust, File No. 811-7910, EDGAR Accession
No. 0000898432-96-000557 (the documents
differ only with respect to the date of and
the master fund party to the subadvisory
agreement under which substitution is sought
and the name of the executing master fund).

(e) (1) Distribution Agreement Between Neuberger Berman
Equity Trust and Neuberger Berman Management Inc..
Incorporated by Reference to Post-Effective Amendment
No. 13 to Registrant's Registration Statement, File Nos.
33-64368 and 811-7784, EDGAR Accession
No. 0000898432-97-000519.

(2) Schedule A - Series of Neuberger Berman Equity Trust
Currently Subject to the Distribution Agreement. To
Be Filed.

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

(g) (1) Custodian Contract Between Neuberger Berman
Equity Trust and State Street Bank and Trust
Company. Incorporated by Reference to
Post-Effective Amendment No. 8 to Registrant's
Registration Statement, File Nos. 33-64368 and
811-7784, EDGAR Accession
No. 0000898432-95-000427.

(2) Schedule of Compensation under the Custodian
Contract. Incorporated by Reference to
Post-Effective Amendment No. 10 to Registrant's
Registration Statement, File Nos. 33-64368 and
811-7784, EDGAR Accession No.
0000898432-96-000532.

<PAGE>
Exhibit
Number Description
------ -----------

(h) (1) (i) Transfer Agency and Service Agreement Between
Neuberger Berman Equity Trust and State Street
Bank and Trust Company. Incorporated by
Reference to Post-Effective Amendment No. 8 to
Registrant's Registration Statement, File
Nos. 33-64368 and 811-7784, EDGAR Accession
No. 0000898432-95-000427.

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

(iii) Schedule of Compensation under the Transfer Agency
and Service Agreement. Incorporated by Reference
to Post-Effective Amendment No. 10 to Registrant's
Registration Statement, File Nos. 33-64368 and
811-7784, EDGAR Accession No.
0000898432-96-000532.

(iv) Second Amendment to Transfer Agency and Service
Agreement between Neuberger Berman Equity Trust
and State Street Bank and Trust Company.
Incorporated by reference to Post-Effective
Amendment No. 12 to Registrant's Registration
Statement, File Nos. 33-64368 and 811-7784, EDGAR
Accession No. 0000898432-97-000398.

(2) (i) Administration Agreement Between Neuberger
Berman Equity Trust and Neuberger Berman
Management Inc. Incorporated by Reference to
Post-Effective Amendment No. 13 to Registrant's
Registration Statement, File Nos. 33-64368 and
811-7784, EDGAR Accession
No. 0000898432-97-000519.

(ii) Schedule A - Series of Neuberger Berman Equity
Trust Currently Subject to the Administration
Agreement. To Be Filed.

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

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

(j) Consent of Independent Auditors. None.

(k) Financial Statements Omitted from Prospectus. None.

(l) Letter of Investment Intent. None.

<PAGE>
Exhibit
Number Description
------ -----------

(m) Form of Plan Pursuant to Rule 12b-1. Incorporated by
Reference to Post-Effective Amendment No. 20 to
Registrant's Statement, File Nos. 33-64368 and 811-7784.

(n) Financial Data Schedule. Not Applicable.

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

<PAGE>

Item 24. Persons Controlled by or Under Common Control With Registrant.
- -------- --------------------------------------------------------------

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

Item 25. Indemnification.
- -------- ----------------

A Delaware business trust may provide in its governing instrument for
indemnification of its officers and trustees from and against any and all claims
and demands whatsoever. Article IX, Section 2 of the Trust Instrument provides
that the Registrant shall indemnify any present or former trustee, officer,
employee or agent of the Registrant ("Covered Person") to the fullest extent
permitted by law against liability and all expenses reasonably incurred or paid
by him or her in connection with any claim, action, suit or proceeding
("Action") in which he or she becomes involved as a party or otherwise by virtue
of his or her being or having been a Covered Person and against amounts paid or
incurred by him or her in settlement thereof. Indemnification will not be
provided to a person adjudged by a court or other body to be liable to the
Registrant or its shareholders by reason of "willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office" ("Disabling Conduct"), or not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of the
Registrant. In the event of a settlement, no indemnification may be provided
unless there has been a determination that the officer or trustee did not engage
in Disabling Conduct (i) by the court or other body approving the settlement;
(ii) by at least a majority of those trustees who are neither interested
persons, as that term is defined in the Investment Company Act of 1940 ("1940
Act"), of the Registrant ("Independent Trustees"), nor 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 Agreements between Neuberger and Berman
Management Incorporated ("NB Management") and Equity Managers Trust and Global
Managers Trust (Equity Managers Trust and Global Managers Trust are collectively
referred to as the "Managers Trusts") provide that neither NB Management nor any
director, officer or employee of NB Management performing services for the
series of the Managers Trusts at the direction or request of NB Management in
connection with NB Management's discharge of its obligations under the
Agreements shall be liable for any error of judgment or mistake of law or for
any loss suffered by a series in connection with any matter to which the
Agreements relate; provided, that nothing in the Agreements shall be construed
(i) to protect NB Management against any liability to the Managers Trusts or any
series thereof or their interest holders to which NB Management would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence in

<PAGE>

the performance of its duties, or by reason of NB Management's reckless
disregard of its obligations and duties under the Agreements, or (ii) to protect
any director, officer or employee of NB Management who is or was a trustee or
officer of the Managers Trusts against any liability to the Managers Trusts or
any series thereof or their interest holders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with the Managers Trusts.

Section 1 of the Sub-Advisory Agreements between NB Management and
Neuberger Berman, LLC ("Neuberger Berman") with respect to the Managers Trusts
provides that, in the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or of reckless disregard of its
duties and obligations under the Agreements, Neuberger Berman will not be
subject to any liability for any act or omission or any loss suffered by any
series of the Managers Trusts or their interest holders in connection with the
matters to which the Agreements relate.

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

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

Item 26. Business and Other Connections of Adviser and Sub-adviser.
- -------- ----------------------------------------------------------

There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or officer
of NB Management and each principal of Neuberger Berman is, or at any time
during the past two years has been, engaged for his or her own account or in the
capacity of director, officer, employee, partner or trustee.

<PAGE>

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

NAME BUSINESS AND OTHER CONNECTIONS
<S> <C>
Brooke A. Cobb Chief Investment Officer, Bainco International Investors. Senior
Vice President, Vice President and Senior Portfolio Manager, Putnam Investments.(1)
NB Management

Barbara DiGiorgio, Assistant Treasurer, Neuberger Berman Advisers Management Trust;
Assistant Vice President, Assistant Treasurer, Advisers Managers Trust; Assistant Treasurer,
NB Management Neuberger Berman Income Funds; Assistant Treasurer, Neuberger
Berman Income Trust; Assistant Treasurer, Neuberger Berman Equity
Funds; Assistant Treasurer, Neuberger Berman Equity Trust;
Assistant Treasurer, Income Managers Trust; Assistant Treasurer,
Equity Managers Trust; Assistant Treasurer, Global Managers Trust;
Assistant Treasurer, Neuberger Berman Equity Assets; Assistant
Treasurer, Neuberger Berman Equity Series.

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

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

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

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

(1) Until 1997.

(2) Until 1998.

<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------

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

C. Carl Randolph Assistant Secretary, Neuberger Berman Advisers Management Trust;
Principal Assistant Secretary, Advisers Managers Trust; Assistant Secretary,
Neuberger Berman 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; Assistant
Secretary, Neuberger Berman Equity Series.

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

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

Jennifer K. Silver Portfolio Manager and Director, Putnum Investments.(5)
Vice President, NB Management, Principal
Neuberger Berman

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

(3) Until 1998.

(4) Until 1997.

(5) Until 1997.

<PAGE>

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

Daniel J. Sullivan Vice President, Neuberger Berman Advisers Management Trust; Vice
Senior Vice President President, Advisers Managers Trust; Vice President, Neuberger
NB Management Berman Income Funds; Vice President, Neuberger Berman Income Trust;
Vice President, Neuberger Berman Equity Funds; Vice President,
Neuberger Berman Equity Trust; Vice President, Income Managers
Trust; Vice President, Equity Managers Trust; Vice President,
Global Managers Trust; Vice President, Neuberger Berman Equity
Assets; Vice President, Neuberger Berman Equity Series.

Michael J. Weiner Vice President, Neuberger Berman Advisers Management Trust; Vice
Senior Vice President, President, Advisers Managers Trust; Vice President, Neuberger
NB Management; Principal, Neuberger Berman Berman Income Funds; Vice President, Neuberger Berman Income Trust;
Vice President, Neuberger Berman Equity Funds; Vice President,
Neuberger Berman Equity Trust; Vice President, Income Managers
Trust; Vice President, Equity Managers Trust; Vice President,
Global Managers Trust; Vice President, Neuberger Berman Equity
Assets; Vice President, Neuberger Berman Equity Series.

Allan R. White Portfolio Manager, Salomon Asset Management.(6)
Vice President, NB
Management; Principal,
Neuberger Berman

Celeste Wischerth, Assistant Treasurer, Neuberger Berman Advisers Management Trust;
Assistant Vice President, Assistant Treasurer, Advisers Managers Trust; Assistant Treasurer,
NB Management Neuberger Berman Income Funds; Assistant Treasurer, Neuberger
Berman Income Trust; Assistant Treasurer, Neuberger Berman Equity
Funds; Assistant Treasurer, Neuberger Berman Equity Trust;
Assistant Treasurer, Income Managers Trust; Assistant Treasurer,
Equity Managers Trust; Assistant Treasurer, Global Managers Trust;
Assistant Treasurer, Neuberger Berman Equity Assets; Assistant
Treasurer, Neuberger Berman Equity Series.

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

(6) Until 1998.

<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------

Lawrence Zicklin President and Trustee, Neuberger Berman Advisers Management Trust;
Director, NB Management; President and Trustee, Advisers Managers Trust; President and
Principal, Neuberger Berman Trustee, Neuberger Berman Equity Funds; President and Trustee,
Neuberger Berman Equity Trust; President and Trustee, Equity
Managers Trust; President, Global Managers Trust; President and
Trustee, Neuberger Berman Equity Assets; President and Trustee,
Neuberger Berman Equity Series.

</TABLE>

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

Item 27. Principal Underwriters.
- -------- -----------------------

(a) NB Management, the principal underwriter distributing securities of
the Registrant, is also the principal underwriter and distributor for each of
the following investment companies:

Neuberger Berman Advisers Management Trust

Neuberger Berman Equity Funds

Neuberger Berman Equity Assets

Neuberger Berman Equity Trust

Neuberger Berman Income Funds

Neuberger Berman Income Trust

NB Management is also the investment manager to the master funds in
which the above-named investment companies invest.

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

<PAGE>

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

Ramesh Babu Assistant Vice None
President

Patrick T. Byrne Vice President None

Richard A. Cantor Chairman of the Board None

Valerie Chang Vice President None

Brooke A. Cobb Vice President None

Robert Conti Treasurer None

Robert W. D'Alelio Vice President None

Clara Del Villar Vice President None

Barbara DiGiorgio Assistant Vice Assistant Treasurer
President

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

Robert S. Franklin Vice President None

Brian J. Gaffney Vice President None

Joseph G. Galli Vice President None

Robert I. Gendelman Vice President None

Theodore P. Giuliano Vice President and None
Director

Michael M. Kassen Vice President and None
Director

Robert L. Ladd Assistant Vice None
President

Irwin Lainoff Director None

Josephine Mahaney Vice President None

Michael F. Malouf Vice President None

Carmen G. Martinez Assistant Vice None
President

Ellen Metzger Secretary None

Paul Metzger Vice President None

S. Basu Mullick Vice President None

Janet W. Prindle Vice President None

Joseph S. Quirk Assistant Vice None
President

Kevin L. Risen Vice President None

Richard Russell Vice President Treasurer and
Principal
Accounting Officer

Ingrid Saukaitis Assistant Vice None
President

<PAGE>
POSITIONS AND
POSITIONS AND OFFICES OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
----- --------------------- ---------------

Benjamin Segal Assistant Vice None
President

Jennifer K. Silver Vice President None

Kent C. Simons Vice President None

Frederick B. Soule Vice President None

Daniel J. Sullivan Senior Vice President Vice President

Peter E. Sundman Senior Vice President None

Andrea Trachtenberg Senior Vice President None

Judith M. Vale Vice President None

Josephine Velez Assistant Vice None
President

Susan Walsh Vice President None

Catherine Waterworth Vice President None

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

Allan R. White, III Vice President None

Celeste Wischerth Assistant Vice Assistant Treasurer
President

Lawrence Zicklin Director Trustee and
President

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

Item 28. Location of Accounts and Records.
- -------- ---------------------------------

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, as amended, and the rules promulgated thereunder
with respect to the Registrant are maintained at the offices of State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, except
for the Registrant's Trust Instrument and By-laws, minutes of meetings of the
Registrant's Trustees and shareholders and the Registrant's policies and
contracts, which are maintained at the offices of the Registrant, 605 Third
Avenue, New York, New York 10158.

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, as amended, and the rules promulgated thereunder
with respect to Equity Managers Trust are maintained at the offices of State
Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110,
except for the Equity Managers Trust's Declaration of Trust and By-laws, minutes
of meetings of Equity Managers Trust's Trustees and interest holders and Equity
Managers Trust's policies and contracts, which are maintained at the offices of
the Equity Managers Trust, 605 Third Avenue, New York, New York 10158.
<PAGE>

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, as amended, and the rules promulgated thereunder
with respect to Global Managers Trust are maintained at the offices of State
Street Cayman Trust Company, Ltd., Elizabethan Square, P.O. Box 1984, George
Town, Grand Cayman, Cayman Islands, BWI.

Item 29. Management Services.
- -------- --------------------

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

Item 30. Undertakings.
- -------- -------------

None.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, EQUITY MANAGERS TRUST certifies that it meets
all of the requirements for effectiveness of Post-Effective Amendment No. 23 to
the Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City and State of New York on the 28th day of September,
1999.

EQUITY MANAGERS TRUST

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

Pursuant to the requirements of the Securities Act of 1933, the
Post-Effective Amendment No. 23 has been signed below by the following persons
in the capacities and on the date indicated.

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

/s/ Faith Colish Trustee September 28, 1999
- ----------------------
Faith Colish

/s/ Stanley Egener Chairman of the Board September 28, 1999
- ---------------------- and Trustee (Chief
Stanley Egener Excutive Officer)

/s/ Howard A. Mileaf Trustee September 28, 1999
- ----------------------
Howard A. Mileaf

/s/ Edward I. O'Brien Trustee September 28, 1999
- ----------------------
Edward I. O'Brien

(signatures continued on next page)

<PAGE>

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

/s/ John T. Patterson, Jr. Trustee September 28, 1999
- --------------------------
John T. Patterson, Jr.

/s/ John P. Rosenthal Trustee September 28, 1999
- ----------------------
John P. Rosenthal

/s/ Cornelius T. Ryan Trustee September 28, 1999
- ----------------------
Cornelius T. Ryan

/s/Gustave H. Shubert Trustee September 28, 1999
- ----------------------
Gustave H. Shubert

/s/ Lawrence Zicklin President and Trustee September 28, 1999
- ----------------------
Lawrence Zicklin

/s/Michael J. Weiner Vice President September 28, 1999
- ---------------------- (Principal
Michael J. Weiner Financial Officer)

/s/ Richard Russell Treasurer (Principal September 28, 1999
- ---------------------- Accounting Officer)
Richard Russell

<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. 23 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 28th day of October, 1999.

NEUBERGER BERMAN EQUITY TRUST

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

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 23 has been signed below by the following persons
in the capacities and on the date indicated.

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

/s/ Faith Colish Trustee September 28, 1999
- ----------------------
Faith Colish

/s/ Stanley Egener Chairman of the Board September 28, 1999
- ---------------------- and Trustee (Chief
Stanley Egener Excutive Officer)

/s/ Howard A. Mileaf Trustee September 28, 1999
- ----------------------
Howard A. Mileaf

/s/ Edward I. O'Brien Trustee September 28, 1999
- ----------------------
Edward I. O'Brien

(signatures continued on next page)

<PAGE>

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

/s/ John T. Patterson, Jr. Trustee September 28, 1999
- --------------------------
John T. Patterson, Jr.

/s/ John P. Rosenthal Trustee September 28, 1999
- ----------------------
John P. Rosenthal

/s/ Cornelius T. Ryan Trustee September 28, 1999
- ----------------------
Cornelius T. Ryan

/s/Gustave H. Shubert Trustee September 28, 1999
- ----------------------
Gustave H. Shubert

/s/ Lawrence Zicklin President and Trustee September 28, 1999
- ----------------------
Lawrence Zicklin

/s/Michael J. Weiner Vice President September 28, 1999
- ---------------------- (Principal
Michael J. Weiner Financial Officer)

/s/ Richard Russell Treasurer (Principal September 28, 1999
- ---------------------- Accounting Officer)
Richard Russell

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, GLOBAL MANAGERS TRUST has duly caused
Post-Effective Amendment No. 23 to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of New York in the State of New York, on
the 28th day of September, 1999.

GLOBAL MANAGERS TRUST

By: /s/ Stanley Egener
-------------------
Stanley Egener, Chairman of the Board
(Chief Executive Officer)

Pursuant to the requirements of the Securities Act of 1933,
Post-Effective Amendment No. 23 has been signed below by the following persons
in the capacities and on the date indicated.

Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Stanley Egener Chairman of the Board September 28, 1999
- -------------------- and Trustee (Chief
Stanley Egener Executive Officer)

/s/ Howard A. Mileaf Trustee September 28, 1999
- --------------------
Howard A. Mileaf

/s/ John T. Patterson, Jr. Trustee September 28, 1999
- ------------------------
John T. Patterson, Jr.

/s/ John P. Rosenthal Trustee September 28, 1999
- --------------------
John P. Rosenthal

/s/ Michael J. Weiner Vice President September 28, 1999
- -------------------- (Principal Financial
Michael J. Weiner Officer)

/s/ Richard Russell Treasurer September 28, 1999
- -------------------- (Principal
Richard Russell Accounting Officer)

</TABLE>

<PAGE>

NEUBERGER BERMAN EQUITY TRUST
POST-EFFECTIVE AMENDMENT NO. 23 ON FORM N-1A

INDEX TO EXHIBITS

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

(4) Schedule A - Current Series of Neuberger Berman
Equity Trust. To Be Filed.

(ii) Schedule A - Series of Equity Managers
Trust Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 20 to
Registrant's Statement, File Nos.
33-64368 and 811-7784.

<PAGE>
Exhibit
Number Description
------ -----------

(iii) Schedule B - Schedule of Compensation Under
the Management Agreement. Incorporated by
Reference to Post-Effective Amendment No. 20
to Registrant's Statement, File Nos.
33-64368 and 811-7784.

(2) (i) Sub-Advisory Agreement Between Neuberger
Berman Management Inc. and Neuberger
Berman, LLC with Respect to Equity
Managers Trust. Incorporated by
Reference to Post-Effective Amendment No.
70 to Registration Statement of Neuberger
Berman Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-95-000314.

(ii) Schedule A - Series of Equity Managers
Trust Currently Subject to the
Sub-Advisory Agreement. Incorporated by
Reference to Post-Effective Amendment No.
20 to Registrant's Statement, File Nos.
33-64368 and 811-7784.

(iii) Substitution Agreement Among Neuberger
Berman Management Inc., Equity Managers
Trust, Neuberger Berman, L.P., and
Neuberger Berman, LLC. Incorporated by
Reference to Post-Effective Amendment No.
7 to Registration Statement of Equity
Managers Trust, File No. 811-7910, EDGAR
Accession No. 0000898432-96-000557.

(3) (i) Management Agreement Between Global
Managers Trust and Neuberger Berman
Management Inc.. Incorporated by
Reference to Post-Effective Amendment No.
74 to Registration Statement of Neuberger
Berman Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-95-000426.

(ii) Schedule A - Series of Global Managers
Trust Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 74 to
Registration Statement of Neuberger
Berman Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-95-000426.

(iii) Schedule B - Schedule of Compensation
Under the Management Agreement.
Incorporated by Reference to
Post-Effective Amendment No. 74 to
Registration Statement of Neuberger
Berman Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-95-000426.

<PAGE>
Exhibit
Number Description
------ -----------

(4) (i) Sub-Advisory Agreement Between Neuberger
Berman Management Inc. and Neuberger
Berman, LLC with Respect to Global
Managers Trust. Incorporated by
Reference to Post-Effective Amendment No.
74 to Registration Statement of Neuberger
Berman Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-95-000426.

(ii) Schedule A - Series of Global Managers
Trust Currently Subject to the
Sub-Advisory Agreement. Incorporated by
Reference to Post-Effective Amendment No.
74 to Registration Statement of Neuberger
Berman Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-95-000426.

(iii) Substitution Agreement among Neuberger
Berman Management Inc., Global Managers
Trust, Neuberger Berman, L.P. and
Neuberger Berman, LLC. Incorporated by
Reference to the substantially similar
agreement filed in Post-Effective
Amendment No. 7 to the Registration
Statement of Equity Managers Trust, File
No. 811-7910, EDGAR Accession No.
0000898432-96-000557 (the documents
differ only with respect to the date of
and the master fund party to the
subadvisory agreement under which
substitution is sought and the name of
the executing master fund).

(2) Schedule A - Series of Neuberger Berman Equity Trust
Currently Subject to the Distribution Agreement. To
Be Filed.

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

(ii) Schedule A - Series of Neuberger Berman Equity
Trust Currently Subject to the Administration
Agreement. To Be Filed.

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

(j) Consent of Independent Auditors. None.

(k) Financial Statements Omitted from Prospectus. None.

(l) Letter of Investment Intent. None.

<PAGE>
Exhibit
Number Description
------ -----------

(m) Form of Plan Pursuant to Rule 12b-1. Incorporated by
Reference to Post-Effective Amendment No. 20 to
Registrant's Statement, File Nos. 33-64368 and 811-7784.

(n) Financial Data Schedule. Not Applicable.

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