As filed with the Securities and Exchange Commission on December 24, 1996
FILE NO. 811-7910
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7
---
EQUITY MANAGERS TRUST
---------------------
(Exact Name of the Registrant as Specified in Charter)
605 Third Avenue
New York, New York 10158-0180
(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (212) 476-8800
Lawrence Zicklin, President
Equity Managers 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, DC 20036-1800
(Names and Addresses of agents for service)
================================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant pursuant
to Section 8(b) of the Investment Company Act of 1940, as amended ("1940 Act").
However, beneficial interests in the series of the Registrant are not being
registered under the Securities Act of 1933, as amended ("1933 Act"), because
such interests are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2) of the 1933
Act. Investments in the Registrant's series may be made only by regulated
investment companies, segregated asset accounts, foreign investment companies,
common trust funds, group trusts, or other investment arrangements, whether
organized within or without the United States (excluding individuals, S
corporations, partnerships, and grantor trusts beneficially owned by any
individuals, S corporations, or partnerships). This Registration Statement, as
amended, does not constitute an offer to sell, or the solicitation of an offer
to buy, any beneficial interests in any series of the Registrant.
<PAGE>
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Responses to certain Items required to be included in Part A of this
Registration Statement are incorporated herein by reference from Post-Effective
Amendment No. 10 to the Registration Statement of Neuberger & Berman Equity
Trust ("Equity Trust") (1940 Act File No. 811-7784, EDGAR Accession No.
0000898432-96-000524), as filed with the Securities and Exchange Commission
("Commission") on December 5, 1996 ("Spoke Registration Statement"). Part A of
the Spoke Registration Statement includes the joint prospectus of Neuberger &
Berman Focus Trust, Neuberger & Berman Genesis Trust, Neuberger & Berman
Guardian Trust, Neuberger & Berman Manhattan Trust, and Neuberger & Berman
Partners Trust and the separate prospectus of Neuberger & Berman NYCDC Socially
Responsive Trust (collectively, "Spoke's Part A").
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
- ------- ----------------------------------
Equity Managers Trust ("Trust") is a diversified, no-load, open-end
management investment company that was organized as a trust under the laws of
the State of New York pursuant to a Declaration of Trust dated as of December 1,
1992.
Beneficial interests in the Trust are divided into six separate
subtrusts or "series" (each a "Portfolio"), each having a distinct investment
objective and distinct investment policies and limitations. Five of the
Portfolios -- Neuberger & Berman MANHATTAN Portfolio, Neuberger & Berman GENESIS
Portfolio, Neuberger & Berman FOCUS Portfolio, Neuberger & Berman GUARDIAN
Portfolio, and Neuberger & Berman PARTNERS Portfolio -- commenced operations on
August 2, 1993. The sixth Portfolio, Neuberger & Berman SOCIALLY RESPONSIVE
Portfolio, commenced investment operations on March 14, 1994. 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.
Beneficial interests in the Portfolios are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolios may be
made only by regulated investment companies, segregated asset accounts, foreign
investment companies, common trust funds, group trusts, or other investment
arrangements, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). This Registration
Statement, as amended, does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
<PAGE>
Neuberger & Berman Management Incorporated ("N&B Management") serves as
the investment manager and Neuberger & Berman, LLC serves as the sub-adviser of
each Portfolio.
Information on each Portfolio's investment objective, the kinds of
securities in which each Portfolio principally invests, other investment
practices of the Portfolios, and risk factors associated with investments in the
Portfolios is incorporated herein by reference from the section entitled
"Investment Program(s)" in the Spoke's Part A. An explanation of certain types
of investments made by each Portfolio is incorporated herein by reference from
the section entitled "Description of Investments" in the Spoke's Part A.
Additional investment techniques, features, and limitations concerning the
Portfolios' investment programs are described in Part B of this Registration
Statement.
ITEM 5. MANAGEMENT OF THE FUND.
- ------- -----------------------
A description of how the business of the Trust is managed is
incorporated herein by reference from the section entitled "Management and
Administration" in the Spoke's Part A. The following list identifies the
specific sections of the Spoke's Part A under which the information required by
Item 5 of Form N-1A may be found; each listed section is incorporated herein by
reference.
Item 5(a) Management and Administration -- Trustees and
Officers
Item 5(b) Management and Administration -- Investment
Manager, Administrator, Distributor, and Sub-
Adviser; Management and Administration -- Expenses;
Other Information -- Directory
Item 5(c) Management and Administration -- Investment
Manager, Administrator, Distributor, and Sub-
Adviser
Item 5(d) Management and Administration -- Investment
Manager, Administrator, Distributor, and Sub-
Adviser; Management and Administration -- Expenses
Item 5(e) Other Information -- Directory
Item 5(f) Management and Administration -- Expenses
Item 5(g) Management and Administration -- Investment
Manager, Administrator, Distributor, and Sub-
Adviser
A-2
<PAGE>
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
- ------- -----------------------------------
The Trust was organized as a common law trust under the laws of the
State of New York. Under the Declaration of Trust, the Trustees are authorized
to issue beneficial interests in separate series of the Trust. The Trust
currently has six series; the Trust reserves the right to create and issue
additional series.
Investments in a Portfolio have no preemptive or conversion rights and
are fully paid and non-assessable. Each investor in a Portfolio is entitled to
participate equally in the Portfolio's earnings and assets and to vote in
proportion to the amount of its investment in the Portfolio. The Trust is not
required and does not currently intend to hold annual meetings of investors, but
the Trustees will hold special meetings of investors when, in their judgment, it
is necessary or desirable to submit matters to an investor vote. Changes in
fundamental policies or limitations will be submitted to investors for approval.
Investors have the right to remove one or more Trustees without a meeting by a
declaration in writing signed by a specified number of investors.
As of the date of this Registration Statement, Neuberger & Berman
Equity Funds ("Equity Funds") owns a majority interest in the Trust and each
Portfolio (except Neuberger & Berman SOCIALLY RESPONSIVE Portfolio). Neuberger &
Berman NYCDC Socially Responsive Trust, a series of Equity Trust, owns a
majority interest in Neuberger & Berman SOCIALLY RESPONSIVE Portfolio. However,
Equity Funds and Equity Trust each has undertaken that, with respect to most
matters on which the Trust seeks a vote of its interestholders, Equity Funds or
Equity Trust, as the case may be, will seek a vote of its shareholders and will
vote its interest in the Trust in accordance with their instructions.
Inquiries by a holder of an interest in a Portfolio should be directed
to such Portfolio at the following address: 605 Third Avenue, New York, NY
10158-0180.
Each investor in a Portfolio 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 (including indemnification 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.
Investments in a Portfolio may not be transferred, but an investor may
add to or withdraw all or any portion of its investment at any time at the net
asset value ("NAV") of such investment. Each Portfolio's NAV is determined each
day the New York Stock Exchange ("NYSE") is open for trading ("Business Day").
A-3
<PAGE>
This determination is made as of the close of regular trading on the NYSE,
usually 4 p.m. Eastern time ("Valuation Time").
At the Valuation Time on each Business Day, the value of each
investor's beneficial interest in a Portfolio will be determined by multiplying
the Portfolio's NAV by the percentage, effective for that day, that represents
that investor's share of the aggregate beneficial interests in the Portfolio.
Any additions to or withdrawals of those interests which are to be effected on
that day will then be effected. Each investor's share of the aggregate
beneficial interests in the Portfolio then will be recomputed using the
percentage equal to the fraction (1) the numerator of which is the value of the
investor's investment in the Portfolio as of the Valuation Time on that day plus
or minus, as the case may be, the amount of any additions to or withdrawals from
such investment effected on that day and (2) the denominator of which is the
Portfolio's aggregate NAV as of the Valuation Time on that day plus or minus, as
the case may be, the amount of the net additions to or withdrawals from the
aggregate investments in the Portfolio by all investors. The percentages so
determined then will be applied to determine the value of each investor's
respective interest in the Portfolio as of the Valuation Time on the following
Business Day.
A Portfolio's net income consists of (1) all dividends, accrued
interest (including earned discount, both original issue and market discount),
and other income, including any net realized gains or losses on the Portfolio's
assets, less (2) all actual and accrued expenses of the Portfolio, and
amortization of any premium, all as determined in accordance with generally
accepted accounting principles. All of a Portfolio's net income is allocated pro
rata among the investors in the Portfolio. A Portfolio's net income generally is
not distributed to the investors in the Portfolio, except as determined by the
Trustees from time to time, but instead is included in the value of the
investors' respective beneficial interests in the Portfolio.
Under the current method of the Portfolios' operations, they are not
subject to any income tax. However, each investor in a Portfolio is taxable on
its share (as determined in accordance with the Trust's governing instruments
and the Internal Revenue Code of 1986, as amended ("Code"), and the regulations
promulgated thereunder) of the Portfolio's ordinary income and capital gain. N&B
Management intends to continue to manage each Portfolio's assets and income in
such a way that an investor in a Portfolio will be able to satisfy the
requirements of Subchapter M of the Code, assuming that the investor invests all
of its assets in the Portfolio. See Part B for a discussion of the foregoing tax
matters and certain other matters.
A-4
<PAGE>
ITEM 7. PURCHASE OF SECURITIES.
Beneficial interests in the Portfolios are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See "General Description of Registrant"
above. All investments in the Portfolios are made without a sales load, at the
NAV next determined after an order is received by the Portfolio.
Information on the time and method of valuation of the Portfolios'
assets is incorporated herein by reference from the section entitled "Share
Prices and Net Asset Value" in the Spoke's Part A.
There is no minimum initial or subsequent investment in any Portfolio.
However, because each Portfolio intends at all times to be as fully invested as
is reasonably practicable, investments in each Portfolio must be made in federal
funds (I.E., monies credited to the account of the Trust's custodian bank by a
Federal Reserve Bank). The Trust reserves the right to cease accepting
investments in a Portfolio at any time or to reject any investment order.
The Trust's placement agent is N&B Management. Its principal business
address is 605 Third Avenue, New York, NY 10158-0180. N&B Management receives no
compensation for serving as the Trust's placement agent.
ITEM 8. REDEMPTION OR REPURCHASE.
An investor in any Portfolio may withdraw all or any portion of its
investment at the NAV next determined after a withdrawal request in proper form
is received by the Portfolio. The proceeds of a withdrawal will be paid by the
Portfolio in federal funds normally on the Business Day the withdrawal is
effected, but in any event within three business days, except as extensions may
be permitted by law.
The Portfolios reserve the right to pay withdrawals in kind. Unless
requested by an investor or deemed by N&B Management to be in the best interests
of investors in a Portfolio as a group, a Portfolio will not pay a withdrawal in
kind to an investor, except in situations where that investor may pay
redemptions in kind.
Investments in a Portfolio may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended, or the payment of the withdrawal proceeds
postponed, during any period in which the NYSE is closed (other than weekends or
holidays) or trading on the NYSE is restricted or to the extent otherwise
permitted by the 1940 Act.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
A-5
<PAGE>
PART B
Part B of this Registration Statement should be read only in
conjunction with Part A. Capitalized terms used in Part B and not otherwise
defined herein have the meanings given them in Part A of this Registration
Statement.
Responses to certain Items required to be included in Part B
of this Registration Statement are incorporated herein by reference from the
Spoke Registration Statement. Part B of the Spoke Registration Statement
includes the joint statement of additional information ("SAI") of Neuberger &
Berman Focus Trust, Neuberger & Berman Genesis Trust, Neuberger & Berman
Guardian Trust, Neuberger & Berman Manhattan Trust, and Neuberger & Berman
Partners Trust and the separate SAI of Neuberger & Berman NYCDC Socially
Responsive Trust (collectively, "Spoke's Part B").
ITEM 10. COVER PAGE.
Not applicable.
ITEM 11. TABLE OF CONTENTS.................................................PAGE
General Information and History.....................................B-1
Investment Objectives and Policies..................................B-1
Management of the Trust.............................................B-2
Control Persons and Principal Holders
of Securities.................................................B-4
Investment Management and Other Services............................B-5
Brokerage Allocation and Other Practices............................B-6
Capital Stock and Other Securities..................................B-6
Purchase, Redemption and Pricing of
Securities....................................................B-7
Tax Status..........................................................B-7
Underwriters........................................................B-8
Calculation of Performance Data.....................................B-8
Financial Statements................................................B-8
ITEM 12. GENERAL INFORMATION AND HISTORY.
Equity Managers Trust ("Trust") added the words "Neuberger &
Berman" to the name of each of its series on October 20, 1993. Prior to January
1, 1995, the name of Neuberger & Berman FOCUS Portfolio was "Neuberger & Berman
Selected Sectors Portfolio."
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
Part A contains basic information about the investment
objectives, policies and limitations of Neuberger & Berman
B-1
<PAGE>
MANHATTAN Portfolio, Neuberger & Berman GENESIS Portfolio, Neuberger & Berman
FOCUS Portfolio, Neuberger & Berman GUARDIAN Portfolio, Neuberger & Berman
PARTNERS Portfolio and Neuberger & Berman SOCIALLY RESPONSIVE Portfolio (each a
"Portfolio"), series of the Trust. This section supplements the discussion in
Part A of the investment objective, policies, and limitations of each Portfolio.
Information on the fundamental investment limitations and the
non-fundamental investment policies and limitations of each Portfolio, the types
of securities bought and investment techniques used by each Portfolio, and
certain risks attendant thereto, as well as other information on the Portfolios'
investment programs, is incorporated herein by reference from the section
entitled "Investment Information" in the Spoke's Part B. "Certain Risk
Considerations" in the Spoke's Part B is also incorporated herein by reference.
ITEM 14. MANAGEMENT OF THE TRUST.
Information about the Trustees and officers of the Trust, and
their roles in management of the Trust and other Neuberger & Berman Funds(R), is
incorporated herein by reference from the section entitled "Trustees and
Officers" in the Spoke's Part B.
The following table sets forth information concerning the
compensation of the Trustees and officers of the Trust. None of the Neuberger &
Berman Funds has any retirement plan for its trustees or officers.
B-2
<PAGE>
TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 8/31/96
<TABLE>
<CAPTION>
Aggregate Total Compensation from the
Name and Position with Compensation Neuberger & Berman Fund
THE TRUST FROM THE TRUST COMPLEX PAID TO TRUSTEES
<S> <C> <C>
Faith Colish $15,222 $38,500
Trustee (5 other investment
companies)
Donald M. Cox $15,722 $31,000
Trustee (3 other investment
companies)
Stanley Egener $ 0 $ 0
Chairman of the Board, (9 other investment
Chief Executive companies)
Officer, and Trustee
Alan R. Gruber $13,972 $28,000
Trustee (3 other investment
companies)
Howard A. Mileaf $14,972 $37,000
Trustee (4 other investment
companies)
Edward I. O'Brien $15,472 $31,500
Trustee (3 other investment
companies)
John T. Patterson, Jr. $16,722 $40,500
Trustee (4 other investment
companies)
John P. Rosenthal $14,722 $36,500
Trustee (4 other investment
companies)
Cornelius T. Ryan $14,972 $30,500
Trustee (3 other investment
companies)
Gustave H. Shubert $14,972 $30,500
Trustee (3 other investment
companies)
Lawrence Zicklin $ 0 $ 0
President and Trustee (5 other investment
companies)
</TABLE>
B-3
<PAGE>
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
- -------- ----------------------------------------------------
As of December 17, 1996, each Portfolio could be deemed to be
under the control of a corresponding series of Equity Funds or Equity Trust
(each such series and each series of Neuberger & Berman Equity Assets ("Equity
Assets"), another feeder fund that invests in the Trust, hereafter referred to
as a "Fund"). As of that date, the controlling series of Equity Funds owned the
indicated value of the outstanding interests in their corresponding Portfolios:
Neuberger & Berman Manhattan Fund owned 92.71% of the value of the outstanding
interests in Neuberger & Berman MANHATTAN Portfolio; Neuberger & Berman Genesis
Fund owned 74.52% of the value of the outstanding interests in Neuberger &
Berman GENESIS Portfolio; Neuberger & Berman Focus Fund owned 93.64% of the
value of the outstanding interests in Neuberger & Berman FOCUS Portfolio;
Neuberger & Berman Guardian Fund owned 77.51% of the value of the outstanding
interests in Neuberger & Berman GUARDIAN Portfolio; and Neuberger & Berman
Partners Fund owned 92.38% of the value of the outstanding interests in
Neuberger & Berman PARTNERS Portfolio. Neuberger & Berman NYCDC Socially
Responsive Trust, a series of Equity Trust, owned 77.62% of the value of the
outstanding interests in Neuberger & Berman SOCIALLY RESPONSIVE Portfolio. So
long as a Fund owns more than 50% of the value of the outstanding interests in
its corresponding Portfolio, such Fund may require that Portfolio to take
certain actions without the approval of any other registered investment company
that invests in the Portfolio. However, where the action requires a vote of a
Portfolio's interestholders, the power of a Fund to control such action may
depend on the vote of the Fund's shareholders.
As of December 17, 1996, the following series of Equity Trust
owned 5% or more of the value of the outstanding interests in their
corresponding Portfolios: Neuberger & Berman Manhattan Trust owned 7.27% of the
outstanding interests in Neuberger & Berman MANHATTAN Portfolio; Neuberger &
Berman Genesis Trust owned 25.48% of the outstanding interests in Neuberger &
Berman GENESIS Portfolio; Neuberger & Berman Focus Trust owned 6.35% of the
outstanding interests in Neuberger & Berman FOCUS Portfolio; Neuberger & Berman
Guardian Trust owned 22.48% of the outstanding interests in Neuberger & Berman
GUARDIAN Portfolio; and Neuberger & Berman Partners Trust owned 7.61% of the
outstanding interests in Neuberger & Berman PARTNERS Portfolio. The remaining
outstanding interests in Neuberger & Berman SOCIALLY RESPONSIVE Portfolio are
owned by the corresponding series of Equity Funds.
Equity Funds, Equity Trust and Equity Assets have informed the
Trust that, in most cases where a Fund is requested to vote on matters
pertaining to its corresponding Portfolio, the affected 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. It is anticipated that
B-4
<PAGE>
any other registered investment company investing in a Portfolio will follow the
same or a similar practice.
The address of each of the above-described control persons or
principal holders of securities is 605 Third Avenue, 2nd Floor, New York, New
York 10158-0180.
ITEM 16. INVESTMENT MANAGEMENT AND OTHER SERVICES.
Information on the investment management and other services
provided for or on behalf of each Portfolio is incorporated herein by reference
from the sections entitled "Investment Management and Administration Services,"
"Trustees and Officers," "Custodian and Transfer Agent," "Independent
Auditors/Accountants" and "Legal Counsel" in the Spoke's Part B. The following
list identifies the specific sections in the Spoke's Part B under which the
information required by Item 16 of Form N-1A may be found; each listed section
is incorporated herein by reference.
Item 16(a) Investment Management and Administration
Services -- Investment Manager and
Administrator; -- Sub-Adviser and -- Management
and Control of N&B Management; Trustees and
Officers
Item 16(b) Investment Management and Administration
Services -- Investment Manager and Administrator
Item 16(c) Not applicable
Item 16(d) Not applicable
Item 16(e) Not applicable
Item 16(f) Not applicable
Item 16(g) Not applicable
Item 16(h) Custodian and Transfer Agent; Independent
Auditors/Accountants
Item 16(i) Not applicable
B-5
<PAGE>
The total management fees accrued and paid by each Portfolio to N&B
Management under the Management Agreement for the fiscal years ended August 31,
1994, 1995 and 1996 were:
<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Neuberger & Berman $2,772,956 $2,831,648 $3,402,000
MANHATTAN Portfolio
Neuberger & Berman $1,068,567 $1,134,694 $1,506,000
GENESIS Portfolio
Neuberger & Berman $9,790,220 $14,274,000 $25,172,000
GUARDIAN Portfolio
Neuberger & Berman $6,232,134 $6,830,493 $8,868,000
PARTNERS Portfolio
Neuberger & Berman $3,173,551 $3,758,266 $5,565,000
FOCUS Portfolio
Neuberger & Berman $167,035* $431,196 $704,000
SOCIALLY RESPONSIVE
Portfolio
</TABLE>
* For the fiscal period from March 14, 1994 (commencement of operations) to
August 31, 1994.
During the period from May 1, 1995 to August 31, 1995 and the
fiscal year ended August 31, 1996, N&B Management waived $44,985 and $ 177,201,
respectively of management fees that otherwise would have been borne by
Neuberger & Berman GENESIS Portfolio.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
A description of each Portfolio's brokerage allocation and
other practices is incorporated herein by reference from the section entitled
"Portfolio Transactions" in the Spoke's Part B.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
Each investor in a Portfolio is entitled to vote in proportion
to the amount of its investment therein. Investors in all the Portfolios will
vote together in certain circumstances (e.g., election of the Trustees and
ratification of the selection of auditors, as provided by the 1940 Act and the
rules thereunder). One or more Portfolios could control the outcome of these
votes. Investors do not have cumulative voting rights, and investors holding
more than 50% of the aggregate beneficial interests in the Trust or in a
Portfolio, as the case may be, may control the outcome of votes. The Trust is
not required and does not currently intend to hold annual meetings of investors,
but the Trust will hold special meetings of investors when (1) a majority of the
Trustees determines to do so or (2) investors holding at least 10%
B-6
<PAGE>
of the interests in the Trust (or a Portfolio) request in writing a meeting of
investors in the Trust (or Portfolio).
The Trust, with respect to a Portfolio, may enter into a
merger or consolidation or sell all or substantially all of its assets, if
approved by the lesser of (1) 67% of the total units of beneficial interest of
the Portfolio represented at a meeting at which more than 50% of the outstanding
units of beneficial interest of the Portfolio are represented or (2) a majority
of the outstanding units of beneficial interest of the Portfolio. A Portfolio
may be terminated (1) upon liquidation and distribution of its assets, if
approved by the vote of at least two-thirds of its investors, or (2) by the
Trustees on written notice to the Portfolio's investors.
The Trust is organized as a trust under the laws of the State
of New York. Investors in a Portfolio will be held personally liable for the
Portfolio's obligations and liabilities, subject, however, to indemnification by
the Trust in the event that there is imposed upon an investor a greater portion
of the liabilities and obligations of the Portfolio than its proportionate
beneficial interest in the Portfolio. The Declaration of Trust provides that,
subject to the provisions of the 1940 Act, the Trust may maintain insurance (for
example, fidelity bonding and errors and omissions insurance) for the protection
of the Portfolios, investors, Trustees, officers, employees, and agents to cover
possible tort and other liabilities. Thus, the risk of an investor incurring
financial loss beyond the amount of its investment on account of such liability
is limited to circumstances in which the Portfolio had inadequate insurance and
was unable to meet its obligations out of its assets.
The Declaration of Trust further provides that obligations of
a Portfolio are not binding upon the Trustees individually but only upon the
property of the Portfolio and that the Trustees will not be liable for any
action or failure to act. The Declaration of Trust, however, does not protect a
Trustee against any liability to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of his or her duties.
Upon liquidation or dissolution of any Portfolio, the
investors therein would be entitled to share pro rata in its net assets
available for distribution to investors.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES.
Beneficial interests in the Portfolios are issued solely in
private placement transactions that do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. See Items 4, 7, and 8 in Part A.
B-7
<PAGE>
ITEM 20. TAX STATUS.
Information on the taxation of the Portfolios is incorporated
herein by reference from the section entitled "Additional Tax Information --
Taxation of the Portfolio(s)" in the Spoke's Part B, substituting for "Fund"
whenever used therein either "investor in a Portfolio" or "RIC investor" (I.E.,
an investor in a Portfolio that intends to qualify as a regulated investment
company ("RIC") for federal income tax purposes), as the context requires.
ITEM 21. UNDERWRITERS.
N&B Management, 605 Third Avenue, New York, NY 10158- 0180, a
New York corporation that is the Portfolios' investment manager, serves as the
Trust's placement agent. N&B Management receives no compensation for such
placement agent services. Beneficial interests in the Portfolios are issued
continuously.
ITEM 22. CALCULATION OF PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
Audited financial statements for the Portfolios for the fiscal
year ended August 31, 1996, the reports of Ernst & Young LLP, independent
auditors, with respect to such audited financial statements of Neuberger &
Berman FOCUS Portfolio, Neuberger & Berman GENESIS Portfolio, Neuberger & Berman
GUARDIAN Portfolio, and Neuberger & Berman PARTNERS Portfolio and the reports of
Coopers & Lybrand L.L.P., independent accountants, with respect to such audited
financial statements of Neuberger & Berman MANHATTAN Portfolio and Neuberger &
Berman SOCIALLY RESPONSIVE Portfolio are incorporated herein by reference from
the Annual Report to Shareholders of Neuberger & Berman Equity Funds for the
fiscal year ended August 31, 1996, File Nos. 2-11357 and 811-582, EDGAR
Accession No. 0000898432-96-000459.
B-8
<PAGE>
Appendix A
RATINGS OF SECURITIES
A description of corporate bond and commercial paper ratings
is incorporated herein by reference from "Appendix A -- Ratings of Securities"
in the Spoke's Part B.
B-9
<PAGE>
EQUITY MANAGERS TRUST
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
- -------- ---------------------------------
(a) Financial Statements
Audited financial statements of the six series of Equity Managers
Trust, Neuberger & Berman Manhattan Portfolio, Neuberger & Berman
Genesis Portfolio, Neuberger & Berman Focus Portfolio, Neuberger &
Berman Guardian Portfolio, Neuberger & Berman Partners Portfolio, and
Neuberger & Berman Socially Responsive Portfolio, are incorporated into
Part B by reference to the Annual Report to Shareholders of Neuberger &
Berman Equity Funds for the period ended August 31, 1996, File Nos.
2-11357 and 811-582, EDGAR Accession No. 0000898432-96-000459.
<TABLE>
<CAPTION>
(b) Exhibits:
Exhibit
NUMBER DESCRIPTION
------ -----------
<S> <C> <C> <C>
(1) (a) Declaration of Trust of Equity Managers Trust.
Incorporated by Reference to Amendment No. 5 to
Registrant's Registration Statement, File No.
811-7910, EDGAR Accession No.
0000898432-95-000460.
(b) Schedule B - Current Series of Equity Managers
Trust. Incorporated by Reference to Amendment
No. 5 to Registrant's Registration Statement,
File No. 811-7910, EDGAR Accession No.
0000898432-95-000460.
(2) By-laws of Equity Managers Trust. Incorporated by
Reference to Amendment No. 5 to Registrant's
Registration Statement, File No. 811-7910, EDGAR
Accession No. 0000898432-95-000460.
(3) Voting Trust Agreement. None.
(4) (a) Declaration of Trust of Equity Managers Trust,
Articles V-IX. Incorporated by Reference to
Amendment No. 5 to Registrant's Registration
Statement, File No. 811-7910, EDGAR Accession
No. 0000898432-95-000460.
(b) By-laws of Equity Managers Trust, Articles V, VI
and VIII. Incorporated by Reference to
Amendment No. 5 to Registrant's Registration
Statement, File No. 811-7910, EDGAR Accession
No. 0000898432-95-000460.
(5) (a) (i) Management Agreement Between Equity
Managers Trust and Neuberger & Berman
Management Incorporated. Incorporated by
Reference to Post-Effective Amendment No.
70 to Registration Statement of Neuberger
C-1
<PAGE>
Exhibit
NUMBER DESCRIPTION
------ -----------
& 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 Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 70 to
Registration Statement of Neuberger &
Berman Equity Funds, File Nos. 2-11357 and
811-582, EDGAR Accession No. 0000898432-
95-000314.
(iii) Schedule B - Schedule of Compensation
Under the Management Agreement.
Incorporated by Reference to Post-
Effective Amendment No. 70 to Registration
Statement of Neuberger & Berman Equity
Funds, File Nos. 2-11357 and 811-582,
EDGAR Accession No. 0000898432-95-000314.
(b) (i) Sub-Advisory Agreement Between Neuberger &
Berman Management Incorporated and
Neuberger & Berman 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.
70 to Registration Statement of Neuberger
& Berman Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-95-000314.
(iii) Substitution Agreement among Neuberger &
Berman Management Incorporated, Equity
Managers Trust, Neuberger & Berman, L.P.
and Neuberger & Berman, LLC. Filed
Herewith.
(6) Distribution Agreement. None.
(7) Bonus, Profit Sharing or Pension Plans. None.
(8) (a) Custodian Contract Between Equity Managers Trust
and State Street Bank and Trust Company.
Incorporated by Reference to Amendment No. 5 to
Registrant's Registration Statement, File No.
811-7910, EDGAR Accession No.
0000898432-95-000460.
(b) Schedule A - Approved Foreign Banking
Institutions and Securities Depositories Under
the Custodian Contract. Incorporated by
Reference to Amendment No. 5 to Registrant's
C-2
<PAGE>
Registration Statement, File No. 811-7910, EDGAR
Accession No. 0000898432-95-000460.
(c) Agreement Between Equity Managers Trust and
State Street Bank and Trust Company Adding
Neuberger & Berman Socially Responsive Portfolio
as a Portfolio Governed by the Custodian
Contract. Filed Herewith.
(d) Schedule of Compensation under the Custodian
Contract. Filed Herewith.
(9) (a) Transfer Agency and Service Agreement Between
Equity Managers Trust and State Street Bank and
Trust Company. Filed Herewith.
(b) Agreement Between Equity Managers Trust and
State Street Bank and Trust Company Adding
Neuberger & Berman Socially Responsive Portfolio
as a Portfolio Governed by the Transfer Agency
and Service Agreement. Filed Herewith.
(10) Opinion and Consent of Kirkpatrick & Lockhart on
Securities Matters. None.
(11) Opinions, Appraisals, Rulings and Consents: Consent
of Independent Auditors. None.
(12) Financial Statements Omitted from Prospectus. None.
(13) Letter of Investment Intent. None.
(14) Prototype Retirement Plan. None.
(15) Plan Pursuant to Rule 12b-1. None.
(16) Schedule of Computation of Performance Quotations.
None.
(17) Financial Data Schedules. Filed herewith.
(18) Plan Pursuant to Rule 18f-3. None.
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
- -------- --------------------------------------------------------------
No person is controlled by or under common control with the Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
- -------- --------------------------------
The following information is given as of December 17, 1996.
Number of
TITLE OF CLASS RECORD HOLDERS
-------------- --------------
Neuberger & Berman Socially Responsive Portfolio 4
Neuberger & Berman Manhattan Portfolio 5
Neuberger & Berman Genesis Portfolio 4
Neuberger & Berman Focus Portfolio 5
Neuberger & Berman Guardian Portfolio 5
Neuberger & Berman Partners Portfolio 5
C-3
<PAGE>
ITEM 27. INDEMNIFICATION.
- -------- ----------------
A New York trust may provide in its governing instrument for
indemnification of its officers and trustees from and against all claims and
demands whatsoever. Article V, Section 5.4 of the Declaration of Trust provides
that the Registrant shall indemnify, to the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended (the "1940 Act")),
each trustee, officer, employee, agent or independent contractor (except in the
case of an agent or independent contractor to the extent expressly provided by
written contract) of the Registrant (including any individual, corporation,
partnership, trust, association, joint venture or other entities, whether or not
legal entities, and governments and agencies and political subdivision thereof
("Person"), who serves at the Registrant's request as a director, officer or
trustee of another organization in which the Registrant has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by such Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such Person may be involved or
with which such Person may be threatened, while in office or thereafter, by
reason of such Person being or having been such a trustee, officer, employee,
agent or independent contractor, except with respect to any matter as to which
such Person shall have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of such Person's duties,
such liabilities and expenses being liabilities only of the series out of which
such claim for indemnification arises; provided, however, that as to any matter
disposed of by a compromise payment by such Person, pursuant to a consent decree
or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's
office: (i) by the court or other body approving the settlement or other
disposition; or (ii) based upon a review of readily available facts (as opposed
to a full trial-type inquiry), by written opinion from independent legal counsel
approved by the trustees; or (iii) by a majority of the trustees who are neither
"interested persons" (as defined in the 1940 Act) of the Registrant nor parties
to the matter, based upon a review of readily available facts (as opposed to a
full trial-type inquiry). The rights accruing to any Person under these
provisions shall not exclude any other right to which such Person may be
lawfully entitled; provided that no Person may satisfy any right of indemnity or
reimbursement granted in the Registrant's Declaration of Trust or to which such
Person may be otherwise entitled except out of the Trust Property (as defined in
the Declaration of Trust). The rights of indemnification provided herein may be
insured against by policies maintained by the Registrant. The trustees may make
advance payments in connection with this indemnification, provided that the
indemnified Person shall have given a written undertaking to reimburse the
Registrant in the event it is subsequently determined that such Person is not
entitled to such indemnification, and provided further that either: (i) such
Person shall have provided appropriate security for such undertaking; or (ii)
the Registrant is insured against losses arising out of any such advance
payments; or (iii) either a majority of the trustees who are neither "interested
persons" (as defined in the 1940 Act) of the Registrant nor parties to the
matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe that
such Person will not be disqualified from indemnification.
Pursuant to Article V Section 5.1 of the Registrant's Declaration of
Trust, each holder of an interest in a series of the Registrant shall be
C-4
<PAGE>
jointly and severally liable with every other holder of an interest in that
series (with rights of contribution INTER SE in proportion to their respective
interests in the series) for the liabilities and obligations of that series (and
of no other series) in the event that the Registrant fails to satisfy such
liabilities and obligations from the assets of that series; provided, however,
that, to the extent assets of that series are available, the Registrant shall
indemnify and hold each holder harmless from and against any claim or liability
to which such holder may become subject by reason of being or having been a
holder of an interest in that series to the extent that such claim or liability
imposes on the Holder an obligation or liability which, when compared to the
obligations and liabilities imposed on other holders of interests in that
series, is greater than such holder's interest (proportionate share), and shall
reimburse such holder for all legal and other expenses reasonably incurred by
such holder in connection with any such claim or liability. The rights accruing
to a holder under the Registrant's Declaration of Trust shall not exclude any
other right to which such holder may be lawfully entitled, nor shall anything
contained herein restrict the right of the Registrant to indemnify or reimburse
a holder in any appropriate situation even though not specifically provided
herein. Notwithstanding the indemnification procedure described above, it is
intended that each holder of an interest in a series shall remain jointly and
severally liable to the creditors of that series as a legal matter. The
liabilities of a particular series and the right to indemnification granted
hereunder to holders of interests in such series shall not be enforceable
against any other series or holders of interests in any other series.
Section 9 of the Management Agreement between the Registrant and
Neuberger & Berman Management Incorporated ("N&B Management") provides that
neither N&B Management nor any director, officer or employee of N&B Management
performing services for the series of the Registrant at the direction or request
of N&B Management in connection with N&B Management's discharge of its
obligations under the agreement shall be liable for any error of judgment or
mistake of law or for any loss suffered by a series in connection with any
matter to which the agreement relates; provided, that nothing in the agreement
shall be construed (i) to protect N&B Management against any liability to the
Registrant or any series thereof or its holders to which N&B Management would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of N&B Management's duties, or by reason of N&B
Management's reckless disregard of its obligations and duties under the
agreement, or (ii) to protect any director, officer or employee of N&B
Management who is or was a trustee or officer of the Registrant against any
liability to the Registrant or any series thereof or its interest holders to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office with the Registrant.
Section 1 of the Sub-Advisory Agreement between the Registrant and
Neuberger & Berman, L.P. ("Sub-Adviser") provides that in the absence of willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
of reckless disregard of its duties and obligations under the agreement, the
Sub-Adviser will not be subject to liability for any act or omission or any loss
suffered by any series of the Registrant or its security holders in connection
with the matters to which the agreement relates.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee,
C-5
<PAGE>
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 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER AND SUB-ADVISER.
------- ----------------------------------------------------------------------
Information as to any other business, profession, vocation or
employment of a substantial nature in which each director or officer of N&B
Management and each principal of the Sub-Adviser is, or at any time during the
past two years has been, engaged for his or her own account or in the capacity
of director, officer, employee, partner or trustee is incorporated herein by
reference from Item 28 in Part C of the Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A of Neuberger & Berman Equity Trust (1940 Act
File No. 811-7784, EDGAR Accession No. 0000898432-96-000524), as filed with the
Securities and Exchange Commission on December 5, 1996.
ITEM 29. PRINCIPAL UNDERWRITERS.
- -------- -----------------------
Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
- -------- ---------------------------------
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act 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 Declaration of Trust and By-laws, minutes of meetings of the
Registrant's Trustees and investors and the Registrant's policies and contracts,
which are maintained at the offices of the Registrant, 605 Third Avenue, New
York, New York 10158.
ITEM 31. MANAGEMENT SERVICES.
Other than as set forth in Parts A and B of this Registration
Statement, the Registrant is not a party to any management-related service
contract.
ITEM 32. UNDERTAKINGS.
- -------- -------------
None.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment No. 7 to its Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of NEW YORK and the STATE OF NEW YORK on the 20th
day of December, 1996.
EQUITY MANAGERS TRUST
By /S/ LAWRENCE ZICKLIN
--------------------
Lawrence Zicklin
President
<PAGE>
EQUITY MANAGERS TRUST
REGISTRATION STATEMENT ON FORM N-1A
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
------ ----------- -------------
<S> <C> <C> <C>
(1) (a) Declaration of Trust of Equity Managers N.A.
Trust. Incorporated by Reference to
Amendment No. 5 to Registrant's
Registration Statement, File No. 811-
7910, EDGAR Accession No.
0000898432-95-000460.
(b) Schedule B - Current Series of Equity N.A.
Managers Trust. Incorporated by
Reference to Amendment No. 5 to
Registrant's Registration Statement,
File No. 811-7910, EDGAR Accession No.
0000898432-95-000460.
(2) By-laws of Equity Managers Trust. N.A.
Incorporated by Reference to Amendment No. 5
to Registrant's Registration Statement, File
No. 811-7910, EDGAR Accession No.
0000898432-95-000460.
(3) Voting Trust Agreement. None. N.A.
(4) (a) Declaration of Trust of Equity Managers N.A.
Trust, Articles V-IX. Incorporated by
Reference to Amendment No. 5 to
Registrant's Registration Statement,
File No. 811-7910, EDGAR Accession No.
0000898432-95-000460.
(b) By-laws of Equity Managers Trust, N.A.
Articles V, VI and VIII. Incorporated
by Reference to Amendment No. 5 to
Registrant's Registration Statement,
File No. 811-7910, EDGAR Accession No.
0000898432-95-000460.
(5) (a) (i) Management Agreement between N.A.
Equity Managers Trust and
Neuberger & Berman Management
Incorporated. Incorporated by
Reference to Post-Effective
Amendment No. 70 to Registration
Statement of Neuberger & Berman
Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-95-000314.
<PAGE>
Exhibit Sequentially
Number Description Numbered Page
------ ----------- -------------
(ii) Schedule A - Series of Equity N.A.
Managers Trust Currently Subject
to the Management Agreement.
Incorporated by Reference to
Post-Effective Amendment No. 70
to Registration Statement of
Neuberger & Berman Equity Funds,
File Nos. 2-11357 and 811-582,
EDGAR Accession No. 0000898432-
95-000314.
(iii) Schedule B - Schedule of N.A.
Compensation Under the Management
Agreement. Incorporated by
Reference to Post-Effective
Amendment No. 70 to Registration
Statement of Neuberger & Berman
Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-95-000314.
(b) (i) Sub-Advisory Agreement Between N.A.
Neuberger & Berman Management
Incorporated and Neuberger &
Berman 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 N.A.
Managers Trust Currently Subject
to the Sub-Advisory Agreement.
Incorporated by Reference to
Post-Effective Amendment No. 70
to Registration Statement of
Neuberger & Berman Equity Funds,
File Nos. 2-11357 and 811-582,
EDGAR Accession No. 0000898432-
95-000314.
(iii) Substitution Agreement among ____
Neuberger & Berman Management
Incorporated, Equity Managers
Trust, Neuberger & Berman, L.P.
and Neuberger & Berman, LLC.
Filed Herewith.
(6) Distribution Agreement. None. N.A.
(7) Bonus, Profit Sharing or Pension Plans. N.A.
None.
<PAGE>
Exhibit Sequentially
Number Description Numbered Page
------ ----------- -------------
(8) (a) Custodian Contract Between Equity N.A.
Managers Trust and State Street Bank
and Trust Company. Incorporated by
Reference to Amendment No. 5 to
Registrant's Registration Statement,
File No. 811-7910, EDGAR Accession No.
0000898432-95-000460.
(b) Schedule A - Approved Foreign Banking N.A.
Institutions and Securities
Depositories Under the Custodian
Contract. Incorporated by Reference to
Amendment No. 5 to Registrant's
Registration Statement, File No. 811-
7910, EDGAR Accession No.
0000898432-95-000460.
(c) Agreement Between Equity Managers Trust ____
and State Street Bank and Trust Company
Adding Neuberger & Berman Socially
Responsive Portfolio as a Portfolio
Governed by the Custodian Contract.
Filed Herewith.
(d) Schedule of Compensation under the ____
Custodian Contract. Filed Herewith.
(9) (a) Transfer Agency and Service Agreement ____
Between Equity Managers Trust and State
Street Bank and Trust Company. Filed
Herewith.
(b) Agreement Between Equity Managers Trust ____
and State Street Bank and Trust Company
Adding Neuberger & Berman Socially
Responsive Portfolio as a Portfolio
Governed by the Transfer Agency and
Service Agreement. Filed Herewith.
(10) Opinion and Consent of Kirkpatrick & Lockhart N.A.
on Securities Matters. None.
(11) Opinions, Appraisals, Rulings and Consents: N.A.
Consent of Independent Auditors. None.
(12) Financial Statements Omitted from Prospectus. N.A.
None.
(13) Letter of Investment Intent. None. N.A.
(14) Prototype Retirement Plan. None. N.A.
(15) Plan pursuant to Rule 12b-1. None. N.A.
(16) Schedule of Computation of Performance N.A.
Quotations. None.
<PAGE>
Exhibit Sequentially
Number Description Numbered Page
------ ----------- -------------
(17) Financial Data Schedules. Filed Herewith. ___
(18) Plan Pursuant to Rule 18f-3. None. N.A.
</TABLE>
SUBSTITUTION AGREEMENT
AGREEMENT, made this 1st day of November, 1996, by and among
Neuberger&Berman Management Incorporated ("NBMI"), a New York corporation;
Neuberger&Berman, L.P. ("N&B L.P."), a New York limited partnership;
Neuberger&Berman, LLC ("N&B LLC), a Delaware limited liability company; and
Equity Managers Trust, a New York common law trust (the "Trust").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended ("Act"), and the Trust issues shares in several
different classes, each of which is known as a "Series"; and
WHEREAS, NBMI serves as Investment Manager to the Trust pursuant to a
Management Agreement between the Trust and NBMI dated August 2, 1993; and
WHEREAS, NBMI entered into a Sub-Advisory Agreement with N&B L.P.,
dated August 2, 1993 (the "Sub-Advisory Agreement"), under which N&B L.P. serves
as the Sub-Adviser for the Series of the Trust; and
WHEREAS, N&B LLC was organized on September 10, 1996, to succeed to the
investment advisory business of N&B L.P.; and
<PAGE>
WHEREAS, N&B L.P. wishes to substitute N&B LLC in place of N&B L.P., as
a party to the Sub-Advisory Agreement; and
WHEREAS, N&B L.P. has represented to NBMI that N&B LLC is under the
same management and control as N&B L.P., that the individuals responsible for
the day-to-day operations are identical for N&B LLC and for N&B L.P., that the
investment process and procedures are identical for N&B LLC and for N&B L.P.,
and that in the event of substitution as requested by N&B L.P. the persons
rendering portfolio management services for the Series would remain the same;
and
WHEREAS, N&B LLC has entered into a written agreement with N&B L.P.
whereby N&B LLC agrees to assume all liabilities of N&B L.P.; and
WHEREAS, under these circumstances, NBMI and the Trust agree to the
substitution of N&B LLC as a party to the Sub-Advisory Agreement in place of N&B
L.P.
NOW, THEREFORE, it is agreed as follows:
1. SUBSTITUTION OF PARTY. Effective as of the date first written above,
N&B LLC hereby assumes all of the interest, rights and responsibilities of N&B
L.P. under the Sub-Advisory Agreement.
- 2 -
<PAGE>
2. PERFORMANCE OF DUTIES. N&B LLC hereby assumes and agrees to perform
all of N&B L.P.'s duties and obligations under the Sub-Advisory Agreement and
be subject to all of the terms and conditions of said Agreement as if they
applied to N&B LLC. Nothing in this Substitution Agreement shall make N&B LLC
responsible for any claim or demand arising under the Sub-Advisory Agreement
from services rendered prior to the effective date of this Substitution
Agreement unless otherwise agreed by N&B LLC; and nothing in this Substitution
Agreement shall make N&B L.P. responsible for any claim or demand arising under
the Sub-Advisory Agreement from services rendered after the effective date of
this Substitution Agreement unless otherwise agreed by N&B L.P.
3. REPRESENTATION OF N&B LLC. N&B LLC represents and warrants that it
is registered as an investment adviser under the Investment Advisers Act of 1940
("Advisers Act"). N&B L.P. and N&B LLC each represent and warrant that they are
under the same control and management, and that substitution of N&B LLC as a
party to the Sub-Advisory Agreement in place of N&B L.P. shall not result in an
"assignment" of the Sub-Advisory Agreement as that term is defined in the Act or
the Advisers Act.
4. CONSENTS. NBMI and the Trust hereby consent to this assumption by
N&B LLC of the interest, rights and responsibilities of N&B L.P. under the
Sub-Advisory Agreement and agree, subject to the terms and conditions of said
- 3 -
<PAGE>
Agreement, to look solely to N&B LLC for the performance of the Sub-Adviser's
duties and obligations under said Agreement after the effective date described
above.
IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers hereunto daily
attested as of the date and year first written above.
Neuberger&Berman Management Incorporated
By: /s/ Stanley Egener
------------------------
President
------------------------
Title
Equity Managers Trust
By: /s/ Michael J. Weiner
------------------------
Vice President
------------------------
Title
Neuberger&Berman, L.P.
By: /s/ C. Carl Randolph
-------------------------
General Partner
-------------------------
Title
Neuberger&Berman, LLC
By: /s/ Lawrence Zicklin
-------------------------
Managing Principal
-------------------------
Title
- 4 -
VIA FEDERAL EXPRESS
Sharon Baker Morin, Esq.
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, Massachusetts 02171-2197
Dear Sharon:
Pursuant to section 17 of the custody contract between State Street
Bank and Trust Company ("State Street") and Equity Managers Trust dated as of
August 2, 1993, we request that Neuberger & Berman Socially Responsive Portfolio
("SR Portfolio") be added as a Portfolio governed by that custody contract. The
addition of SR Portfolio is effective as of March 7, 1994. Please indicate State
Street's acceptance of this request by having a duly authorized officer of State
Street sign in the space indicated below.
Sincerely,
Equity Managers Trust
/s/ Stanley Egener
-----------------------
Stanley Egener,
Chief Executive Office
Accepted by State Street
Bank and Trust Company
/s/ Ronald E. Logue
- --------------------------
Name
Executive Vice President
Title
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
NEUBERGER AND BERMAN FUND COMPLEX
Equity Managers Trust:
- ---------------------
. Neuberger and Berman Focus Portfolio
. Neuberger and Berman Genesis Portfolio
. Neuberger and Berman Guardian Portfolio
. Neuberger and Berman Manhattan Portfolio
. Neuberger and Berman Partners Portfolio
. Neuberger and Berman Socially Responsive Portfolio
Income Managers Trust:
- ---------------------
. Neuberger and Berman Cash Reserves Portfolio
. Neuberger and Berman Government Money Portfolio
. Neuberger and Berman Limited Maturity Bond Portfolio
. Neuberger and Berman Municipal Money Portfolio
. Neuberger and Berman Municipal Securities Portfolio
. Neuberger and Berman New York Insured Intermediate Portfolio
. Neuberger and Berman Ultra Short Bond
Advisers Managers Trust:
- -----------------------
. AMT Balanced Investments
. AMT Government Income Investments
. AMT Growth Investments
. AMT International Investments
. AMT Limited Maturity Bond Investments
. AMT Liquid Asset Investments
. AMT Partners Investments
- --------------------------------------------------------------------------
I. ADMINISTRATION
- --------------------------------------------------------------------------
Custody, Portfolio and Fund Accounting Service: Maintain custody of
fund assets. Settle portfolio purchases and sales. Report buy and sell
fails. Determine and collect portfolio income. Make cash disbursements
and report cash transactions. Maintain investment ledgers, provide
selected portfolio transactions, position and income reports. Maintain
general ledger and capital stock accounts. Prepare daily trial balance.
Calculate net asset value daily. Provide selected general ledger
reports. Securities yield or market value quotations will be provided
to State Street by sources authorized by the funds.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average monthly net assets.
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 2
ANNUAL FEES PER PORTFOLIO
Custody, Portfolio
Fund Net Assets and Fund Accounting
- --------------- -------------------
$0 - $ 20 million .075%
$20 - $100 million .037%
$100 - $200 million .028%
$200 - $500 million .014%
Over $500 million .013%
- --------------------------------------------------------------------------
II. GLOBAL CUSTODY
- --------------------------------------------------------------------------
These fees are divided into two categories: Transaction Charges and
Holdings Charges which are calculated based on the following country
groups:
A. Country Grouping
----------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Group A Group B Group C Group D Group E Group F
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
USA Austria Australia Denmark Indonesia Argentina
Canada Belgium Finland Malaysia Bangladesh
Euroclear Hong Kong France Philippines Brazil
Germany Netherlands Ireland Portugal Chile
Japan New Zealand Italy So. Korea China
Singapore Luxembourg Spain Columbia
Switzerland Mexico Sri Lanka Czech Republic
Norway Sweden Cyprus
Thailand Taiwan Greece
U.K. Hungary
India
Israel
Morocco
Pakistan
Peru
Poland
So. Africa
Turkey
Uruguay
Venezuela
</TABLE>
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 3
B. Transactions Charges
--------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Group A Group B Group C Group D Group E Group F
State Street Bank $25 $50 $60 $70 $150
Repos or Euros -
$7.00
DTC or Fed Book
Entry - $12.00
All Other - $25.00
C. Holdings Charges
----------------
Group A Group B Group C Group D Group E Group F
1.5 5.0 6.0 10.0 25.0 40.0
</TABLE>
- -----------------------------------------------------------------
III. Portfolio Trades - For Each Line Item Processed
- -----------------------------------------------------------------
State Street Bank Repos $ 7.00
DTC of Fed Book Entry $12.00
New York Physical Settlements $25.00
Maturity Collection (NY Physical Items Only) $ 8.00
All Other Trades $16.00
- -----------------------------------------------------------------
IV.Options
- -----------------------------------------------------------------
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
- ------------------------------------------------------------------
V. Lending of Securities
- ------------------------------------------------------------------
Deliver loaned securities versus cash $20.00
collateral
Deliver loaned securities versus securities $30.00
collateral
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of $15.00
loaned securities
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 4
Deliver securities collateral versus receipt of $25.00
loaned securities
Loan administration - mark-to-market per day, $ 3.00
per loan
- ------------------------------------------------------------------
VI. Interest Rate Futures
- ------------------------------------------------------------------
Transactions - no security movement $ 8.00
- ------------------------------------------------------------------
VII. Pricing Service
- ------------------------------------------------------------------
Monthly Quote Charge (based on average number $ 6.00
of positions in portfolio)
- -----------------------------------------------------------------
VIII. Holdings Charge
- -----------------------------------------------------------------
For each issue maintained - monthly charge $ 5.00
- ------------------------------------------------------------------
IX. Principal Reduction Payments
- ------------------------------------------------------------------
Per Paydown $10.00
- ------------------------------------------------------------------
X. Dividend/Interest Collection Charges
- -----------------------------------------------------------------
For items held at the request of traders over $50.00
record date in street form
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 5
- ------------------------------------------------------------------
XI. Spoke Configuration
- ------------------------------------------------------------------
Annual fee of $10,000 per each series in each Spoke Entity.
Spoke Entities:
---------------
Neuberger and Berman Equity Funds (except N & B International Fund)
Neuberger and Berman Equity Trust Neuberger and Berman Income Funds
Neuberger and Berman Income Trust Neuberger and Berman Advisers
Management Trust Neuberger and Berman Equity Assets
- --------------------------------------------------------
XII. Special Services
- --------------------------------------------------------
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security shipments and
the preparation of special reports will be subject to negotiation.
Yield calculation and other special items will be negotiated
separately.
- --------------------------------------------------------------------
XIII. Out-of-Pocket Expenses
- --------------------------------------------------------------------
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of- pocket expenses include, but
are not limited to the following:
. Wire charges relative to custodian functions ($5.25 per
wire in and $5.00 out) Postage and Insurance
. Courier Service
. Duplicating
. Legal fees in jointly agreed upon situations
. Supplies related to fund records
. Rush transfer - $8.00 each
. Transfer fees
. Sub-custodian charges
. Price Waterhouse audit letter
. Federal Reserve fee for return check items over
$2,500 - $4.25
. GNMA Transfer - $15 each
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 6
- -------------------------------------------------------------------
XIV. Payment and Earnings Credit
- -------------------------------------------------------------------
The above fees will be charged against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's
offices, contingent on fund approval.
An earnings credit of 75% of the 90 Day T-Bill rate will be applied for
fund balances.
<TABLE>
<CAPTION>
NEUBERGER & BERMAN FUND COMPLEX STATE STREET BANK AND TRUST CO.
<S> <C>
By: /s/ Michael J. Weiner By: /s/ K. Griffin
------------------------------------ --------------------------
Title: Vice President Equity Managers Trust Title: Vice President
------------------------------------ --------------------------
Date: 7-31-96 Date: July 31, 1996
------------------------------------ --------------------------
</TABLE>
TRANSFER AGENCY AND SERVICE AGREEMENT
between
EQUITY MANAGERS TRUST
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
-----------------
1. Terms of Appointment; Duties of the Bank . . . . . . . . . . 1
2. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 3
3. Representations and Warranties of the Bank . . . . . . . . . 4
4. Representations and Warranties of the Fund . . . . . . . . . 4
5. Data Access and Proprietary Information . . . . . . . . . . 4
6. Indemnification . . . . . . . . . . . . . . . . . . . . . . 6
7. Covenants of the Fund and the Bank . . . . . . . . . . . . . 8
8. Termination of Agreement . . . . . . . . . . . . . . . . . . 9
9. Additional Portfolios . . . . . . . . . . . . . . . . . . . 9
10. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . 9
11. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 10
12. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . 10
13. Force Majeure . . . . . . . . . . . . . . . . . . . . . . . 10
14. Consequential Damages . . . . . . . . . . . . . . . . . . . 10
15. Merger of Agreement . . . . . . . . . . . . . . . . . . . . 10
16. Limitations of Liability of the Trustees and
Shareholders, Officers, Employees and Agent . . . . . . . . 11
17. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 11
18. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 2nd day of August, 1993, by and between EQUITY
MANAGERS TRUST, a New York common law trust, having its principal office
and place of business at 605 Third Avenue, New York, New York 10158 (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company having its principal office and place of business at 225 Franklin
Street, Boston, Massachusetts 02110 (the "Bank").
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends to initially offer shares in five series,
Neuberger & Berman Genesis Portfolio, Neuberger & Berman Guardian
Portfolio, Neuberger & Berman Partners Portfolio, Neuberger & Berman
Manhattan Portfolio and Neuberger & Berman Selected Sectors Portfolio (such
series, together with all other series subsequently established by the Fund
and made subject to this Agreement in accordance with Article 9, being
herein referred to as a "Portfolio", and collectively as the "Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank
as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and
the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Terms of Appointment; Duties of the Bank
----------------------------------------
1.1 Subject to the terms and conditions set forth in this
Agreement, the Fund, on behalf of the Portfolios, hereby
employs and appoints the Bank to act as, and the Bank
agrees to act as its transfer agent for each Portfolio's
beneficial interests ("Shares").
1.2 The Bank agrees that it will perform the following
services:
(a) In accordance with procedures established from
time to time by agreement between the Fund on
behalf of each of the Portfolios, as applicable,
and the Bank, the Bank shall:
<PAGE>
(i) Receive for acceptance, orders for the
initial purchase of or increase in,
Shares, and promptly deliver payment and
appropriate documentation thereof to the
Custodian of the Fund authorized pursuant
to the Declaration of Trust of the Fund
(the "Custodian");
(ii) Pursuant to orders to increase Shares,
record the appropriate number of Shares
in the name of the holder ("Shareholder")
and hold such Shares in the appropriate
Shareholder account;
(iii) Receive for acceptance requests and
directions to withdraw (in whole or in
part) Shares and deliver the appropriate
documentation thereof to the Custodian;
(iv) At the appropriate time and as and when
it receives monies paid to it by the
Custodian with respect to any withdrawal,
pay over or cause to be paid over in the
appropriate manner such monies as
instructed by the withdrawing
Shareholder(s);
(v) Maintain records of account for and
advise for each Portfolio and its
Shareholders as to the foregoing; and
(vi) Record the issuance of shares of each
Portfolio and maintain pursuant to SEC
Rule 17Ad-10(e) a record of the total
number of shares of the Fund and each
Portfolio which are authorized, based
upon data provided to it by the Fund, on
behalf of each Portfolio, and issued and
outstanding. The Bank shall also
provide the Fund and each Portfolio on a
regular basis with the total number of
shares which are authorized and issued
and outstanding and shall have no
obligation, when recording the issuance
of shares, to monitor the issuance of
such Shares or to take cognizance of any
laws relating to the issue or sale of
such Shares, which functions shall be
the sole responsibility of the Fund on
behalf of each Portfolio.
-2-
<PAGE>
(b) In addition to and neither in lieu nor in
contravention of the services set forth in the
above paragraph (a), the Bank shall perform the
customary services of a transfer agent.
(c) Procedures as to who shall provide certain of
these services in Section 1 may be established
from time to time by agreement between the Fund
on behalf of each Portfolio and the Bank per the
attached service responsibility schedule. The
Bank may at times perform only a portion of these
services and the Fund or its agent may perform
these services on the Fund's behalf.
(d) The Bank shall provide additional services on
behalf of the Fund (i.e., escheatment services)
which may be agreed upon in writing between the
Fund and the Bank.
2. Fees and Expenses
-----------------
2.1 For the performance by the Bank pursuant to this
Agreement, the Fund, on behalf of each Portfolio agrees to
pay the Bank an annual maintenance fee for each
Shareholder account as set out in the initial fee schedule
attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.2 below may be changed
from time to time subject to mutual written agreement
between the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the
Fund, on behalf of the applicable Portfolio, agrees to
reimburse the Bank for out-of-pocket expenses, including
but not limited to confirmation production, postage,
forms, telephone, microfilm, microfiche, tabulating
proxies, records storage, or advances incurred by the Bank
for the items set out in the fee schedule attached hereto.
In addition, any other expenses incurred by the Bank at
the request or with the consent of the Fund, will be
reimbursed by the Fund on behalf of the applicable
Portfolio.
2.3 The Fund, on behalf of the applicable Portfolio, agrees to
pay all fees and reimbursable expenses within five days
following the mailing of the respective billing notice.
Postage for mailing of dividends, proxies, Fund reports
and other mailings to all Shareholder accounts shall be
advanced to the Bank by the Fund at least seven (7) days
prior to the mailing date of such materials.
-3-
<PAGE>
3. Representations and Warranties of the Bank
------------------------------------------
The Bank represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of
Massachusetts.
3.2 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.3 It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement.
4. Representations and Warranties of the Fund
------------------------------------------
The Fund represents and warrants to the Bank that:
4.1 It is a business trust duly organized and existing and in
good standing under the laws of New York.
4.2 It is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and
perform this Agreement.
4.3 All corporate proceedings required by said Declaration of
Trust and By-Laws have been taken to authorize it to enter
into and perform this Agreement.
4.4 It is an open-end management investment company registered
under the Investment Company Act of 1940, as amended.
5. Data Access and Proprietary Information
---------------------------------------
5.1 The Fund acknowledges that the computer programs, screen
formats, report formats (except such screen formats and
report formats as may be necessary to respond to
shareholder problems or inquiries), interactive design
techniques, and documentation manuals furnished to the
Fund by the Bank as part of the Fund's ability to access
certain Fund-related data ("Customer Data") maintained by
-4-
<PAGE>
the Bank on data bases under the control and ownership of
the Bank or other third party ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of
substantial value to the Bank or other third party. In no
event shall Proprietary Information be deemed Customer
Data. The Fund agrees to treat all Proprietary Information
as proprietary to the Bank and further agrees that it
shall not divulge any Proprietary Information to any
person or organization except as may be provided
hereunder. Without limiting the foregoing, the Fund agrees
for itself and its employees and agents:
(a) to access Customer Data solely from locations as
may be designated in writing by the Bank and
solely in accordance with the Bank's applicable
user documentation;
(b) to refrain from copying or duplicating in any way
the Proprietary Information;
(c) to refrain from obtaining unauthorized access to
any portion of the Proprietary Information, and
if such access is inadvertently obtained, to
inform in a timely manner of such fact and
dispose of such information in accordance with
the Bank's instructions;
(d) to honor all reasonable written requests made by
the Bank to protect at the Bank's expense the
rights of the Bank in Proprietary Information at
common law, under federal copyright law and under
other federal or state law.
Each party shall take reasonable efforts to advise its employees
of their obligations pursuant to this Section 5. The obligations
of this Section shall survive any earlier termination of this
Agreement.
5.2 If the Fund notifies the Bank that any of the Data Access
Services do not operate in material compliance with the
most recently issued user documentation for such services,
the Bank shall endeavor in a timely manner to correct such
failure. Organizations from which the Bank may obtain
certain data included in the Data Access Services are
solely responsible for the contents of such data and the
Fund agrees to make no claim against the Bank arising out
of the contents of such third party data, including, but
not limited to, the accuracy thereof. DATA ACCESS SERVICES
AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED
IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS
AVAILABLE BASIS. THE BANK
-5-
<PAGE>
EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY
STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
5.3 If the transactions available to the Fund include the
ability to originate electronic instructions to the Bank
in order to (i) effect the transfer or movement of cash or
Shares or (ii) transmit Shareholder information or other
information (such transactions constituting a "COEFI"),
then in such event the Bank shall be entitled to rely on
the validity and authenticity of such instruction without
undertaking any further inquiry as long as such
instruction is undertaken in conformity with security
procedures established by the Bank from time to time.
6. Indemnification
---------------
6.1 The Bank shall not be responsible for, and the Fund shall
on behalf of the applicable Portfolio indemnify and hold
the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to:
(a) All actions of the Bank or its agents or
subcontractors required to be taken pursuant to
this Agreement, provided that such actions are
taken in good faith and without negligence or
willful misconduct.
(b) The Fund's lack of good faith, negligence or
willful misconduct which arise out of the breach
of any representation or warranty of the Fund
hereunder.
(c) The reliance on or use by the Bank or its agents
or subcontractors of information, records,
documents or services which (i) are received by
the Bank or its agents or subcontractors, and
(ii) have been prepared, maintained or performed
by the Fund or any other person or firm on behalf
of the Fund including but not limited to any
previous transfer agent or registrar.
(d) The reasonable reliance on, or the carrying out
by the Bank or its agents or subcontractors of
any instructions or requests of the Fund on
behalf of the applicable Portfolio.
-6-
<PAGE>
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations
of any state that such Shares be registered in
such state or in violation of any stop order or
other determination or ruling by any federal
agency or any state with respect to the offer or
sale of such Shares in such state.
6.2 The Bank shall indemnify and hold the Fund and each
Portfolio thereof harmless from and against any and all
losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributed to any
action or failure or omission to act by the Bank as a
result of the Bank's lack of good faith, negligence or
willful misconduct.
6.3 At any time the Bank may apply to any officer of the Fund
for instructions, and may consult with legal counsel with
respect to any matter arising in connection with the
services to be performed by the Bank under this Agreement,
and the Bank and its agents or subcontractors shall not be
liable and shall be indemnified by the Fund on behalf of
the applicable Portfolio for any action taken or omitted
by it in reasonable reliance upon such instructions or
upon the opinion of such counsel. The Bank, its agents and
subcontractors shall be protected and indemnified in
acting upon any paper or document furnished by or on
behalf of the Fund, reasonably believed to be genuine and
to have been signed by the proper person or persons, or
upon any instruction, information, data, records or
documents provided the Bank or its agents or
subcontractors by machine readable input, telex, CRT data
entry or other similar means authorized by the Fund, and
shall not be held to have notice of any change of
authority of any person, until receipt of written notice
thereof from the Fund. The Bank, its agents and
subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures
of the officers of the Fund, and the proper
countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
6.4 In order that the indemnification provisions contained in
this Section 6 shall apply, upon the assertion of a claim
for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly
notify the Fund of such assertion, and shall keep the
other party advised with respect to all developments
concerning such claim. The party who may be required to
-7-
<PAGE>
indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim
or to defend against said claim in its own name or in the
name of the other party. The party seeking indemnification
shall in no case confess any claim or make any compromise
in any case in which the other party may be required to
indemnify it except with the other party's prior written
consent.
7. Covenants of the Fund and the Bank
----------------------------------
7.1 The Fund shall on behalf of each Portfolio promptly
furnish to the Bank the following:
(a) A certified copy of the resolution of the
Trustees of the Fund authorizing the appointment
of the Bank and the execution and delivery of
this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of
the Fund and all amendments thereto.
7.2 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the
Fund for safekeeping of stock certificates, check forms
and facsimile signature imprinting devices, if any; and
for the preparation or use, and for keeping account of,
such certificates, forms and devices.
7.3 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, and the Rules
thereunder, the Bank agrees that all such records prepared
or maintained by the Bank relating to the services to be
performed by the Bank hereunder are the property of the
Fund and will be preserved, maintained and made available
in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with
its request.
7.4 The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the
other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required
by law.
7.5 In case of any requests or demands for the inspection of
the Shareholder records of the Fund, the Bank will
-8-
<PAGE>
endeavor to notify the Fund and to secure instructions
from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to
exhibit the Shareholder records to any person whenever it
is advised by its counsel that it may be held liable for
the failure to exhibit the Shareholder records to such
person.
7.6 Notwithstanding any other provision of this Agreement, the
parties agree that the assets and liabilities of each
Portfolio of the Fund are separate and distinct from the
assets and liabilities of each other Portfolio and that no
Portfolio shall be liable or shall be charged for any
debt, obligation or liability of any other Portfolio,
whether arising under this Agreement or otherwise.
8. Termination of Agreement
------------------------
8.1 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
8.2 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of
records and material will be borne by the Fund on behalf
of the applicable Portfolio(s). Additionally, the Bank
reserves the right to charge for any other reasonable
expenses associated with such termination and/or a charge
equivalent to the average of three (3) months' fees.
9. Additional Portfolios
---------------------
In the event that the Fund establishes one or more series of
Shares in addition to Neuberger & Berman Genesis Portfolio,
Neuberger & Berman Guardian Portfolio, Neuberger & Berman Partners
Portfolio, Neuberger & Berman Manhattan Portfolio and Neuberger &
Berman Selected Sectors Portfolio with respect to which it desires
to have the Bank render services as transfer agent under the terms
hereof, it shall so notify the Bank in writing, and if the Bank
agrees in writing to provide such services, such series of Shares
shall become a Portfolio hereunder.
10. Assignment
----------
10.1 Except as provided in Section 10.3 below, neither this
Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of
the other party.
-9-
<PAGE>
10.2 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted
successors and assigns.
10.3 The Bank may, without further consent on the part of the
Fund, subcontract for the performance hereof with (i)
Boston Financial Data Services, Inc., a Massachusetts
corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(1) of the
Securities Exchange Act of 1934, as amended ("Section
17A(c)(1)"), (ii) a BFDS subsidiary duly registered as a
transfer agent pursuant to Section 17A(c)(1) or (iii) a
BFDS affiliate; provided, however, that the Bank shall be
as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts
and omissions.
11. Amendment
---------
This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a
resolution of the Trustees of the Fund.
12. Massachusetts Law to Apply
--------------------------
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the
Commonwealth of Massachusetts.
13. Force Majeure
-------------
In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such
causes.
14. Consequential Damages
---------------------
Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement.
-10-
<PAGE>
15. Merger of Agreement
-------------------
This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to
the subject matter hereof whether oral or written.
16. Limitations of Liability of the Trustees, Shareholders, Officers,
Employees and Agent
-----------------------------------------------------------------
The parties agree that neither the Shareholders, Trustees,
officers, employees nor any agent of the Fund shall be liable
hereunder and that the parties to this Agreement other than the
Fund shall look solely to the Fund property for the performance of
this Agreement or payment of any claim under this Agreement.
17. Counterparts
------------
This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
18. Notices
-------
All notices, requests, consents and other communications hereunder
(collectively "communications") shall be in writing and shall be
personally delivered or mailed, first class postage prepaid,
(a) if to the Fund, to
Equity Managers Trust
605 Third Avenue
New York, N.Y. 10158
Attention: Michael J. Weiner
Vice President
(b) if to the Bank, to
Boston Financial Data Services, Inc.
Two Heritage Drive
North Quincy, MA 02171
Attn: Neuberger & Berman Fund Group
or such other address as either party shall have furnished to the
other in writing; provided that any communication may be sent by
"tested" telex or any other form of electronic transmission
capable of producing a permanent record and agreed upon by the
parties in writing.
-11-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
EQUITY MANAGERS TRUST
BY: /s/ Michael J. Weiner
-------------------------
Michael J. Weiner
ATTEST:
/s/ Claudia A. Brandon
------------------------
Claudia A. Brandon
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Ronald E. Logue
------------------------------
Roanld E. Logue
Executive Vice President
ATTEST:
/s/ Janice M. Duffy
----------------------
Janice M. Duffy
-12-
<PAGE>
STATE STREET BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES
Responsibility
--------------
Service Performed Bank Fund
----------------- ---- ----
1. Receive orders for the purchase X
of Shares.
2. Hold Shares in Shareholders X
accounts.
3. Receive withdrawal requests. X
4. Pay over monies to withdrawing X
Shareholders.
5. Maintain records of account. X
6. Maintain and keep a current and X
accurate control book for each
issue of securities.
EQUITY MANAGERS TRUST STATE STREET BANK AND TRUST
COMPANY
By: /s/ Michael J. Weiner By: /s/ Ronald E. Logue
------------------------ -----------------------
Michael J. Weiner Ronald E. Logue
Attest: /s/ Claudia A. Brandon Attest: /s/ Janice M. Duffy
---------------------- --------------------
Claudia A. Brandon Janice M. Duffy
-13-
<PAGE>
FEE SCHEDULE
FOR
TRANSFER AGENCY AGREEMENT
BETWEEN
STATE STREET BANK AND TRUST COMPANY
AND
EQUITY MANAGERS TRUST
In reference to Section 2 of the Transfer Agency Agreement, there
shall be no additional fees or out-of-pocket expenses charged to any
Portfolio under this Agreement. Any compensation to be provided to the Bank
for the services provided hereunder is set forth in the Custody Agreement
between the Fund and the Bank dated as of August 2, 1993.
Dated As Of August 2, 1993.
EQUITY MANAGERS TRUST
BY: /s/ Michael J. Weiner
-----------------------
Michael J. Weiner
ATTEST:
/s/ Claudia A. Brandon
--------------------------
Claudia A. Brandon
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Ronald E. Logue
--------------------------
Ronald E. Logue
Executive Vice President
ATTEST:
/s/ Janice M. Duffy
------------------------
Janice M. Duffy
-14-
VIA FEDERAL EXPRESS
- -------------------
Sharon Baker Morin, Esq.
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, Massachusetts 02171-2197
Dear Sharon:
Pursuant to section 9 of the transfer agency contract between State
Street Bank and Trust Company ("State Street") and Equity Managers Trust dated
as of August 2, 1993, we request that Neuberger & Berman Socially Responsive
Portfolio ("SRF") be added as a Portfolio governed by that transfer agency
contract. The addition of SRF is effective as of March 7, 1994. Please indicate
State Street's acceptance of this request by having a duly authorized officer of
State Street sign in the space indicated below.
Sincerely,
/s/ Michael J. Weiner
----------------------------
Name:
Title: Vice President
Equity Managers Trust
Accepted by State Street
Bank and Trust Company
/s/ Ronald E. Logue
- --------------------------------
Title: Executive Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Focus Portfolio Annual Report and is qualified in its
entirety by reference to such document.
</LEGEND>
<CIK> 0000910055
<NAME> EQUITY MANAGERS TRUST
<SERIES>
<NUMBER> 04
<NAME> NEUBERGER&BERMAN FOCUS PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 838,502
<INVESTMENTS-AT-VALUE> 1,124,592
<RECEIVABLES> 2,059
<ASSETS-OTHER> 52
<OTHER-ITEMS-ASSETS> 95
<TOTAL-ASSETS> 1,126,798
<PAYABLE-FOR-SECURITIES> 3,863
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 564
<TOTAL-LIABILITIES> 4,427
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 669,742
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 26,529
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 140,010
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 286,090
<NET-ASSETS> 1,122,371
<DIVIDEND-INCOME> 15,705
<INTEREST-INCOME> 1,599
<OTHER-INCOME> 0
<EXPENSES-NET> (5,914)
<NET-INVESTMENT-INCOME> 11,390
<REALIZED-GAINS-CURRENT> 51,701
<APPREC-INCREASE-CURRENT> (21,728)
<NET-CHANGE-FROM-OPS> 41,363
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 153,198
<ACCUMULATED-NII-PRIOR> 15,139
<ACCUMULATED-GAINS-PRIOR> 88,309
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,565
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,914
<AVERAGE-NET-ASSETS> 1,097,714
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .54
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Genesis Portfolio Annual Report and is qualified in its
entirety by reference to such document.
</LEGEND>
<CIK> 0000910055
<NAME> EQUITYI MANAGERS TRUST
<SERIES>
<NUMBER> 03
<NAME> NEUBERGER&BERMAN GENESIS PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 199,197
<INVESTMENTS-AT-VALUE> 260,418
<RECEIVABLES> 904
<ASSETS-OTHER> 13
<OTHER-ITEMS-ASSETS> 50
<TOTAL-ASSETS> 261,385
<PAYABLE-FOR-SECURITIES> 1,319
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 202
<TOTAL-LIABILITIES> 1,521
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 179,304
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,072
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 18,267
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 61,221
<NET-ASSETS> 259,864
<DIVIDEND-INCOME> 1,711
<INTEREST-INCOME> 263
<OTHER-INCOME> 0
<EXPENSES-NET> (1,503)
<NET-INVESTMENT-INCOME> 471
<REALIZED-GAINS-CURRENT> 5,660
<APPREC-INCREASE-CURRENT> 27,635
<NET-CHANGE-FROM-OPS> 33,766
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 117,704
<ACCUMULATED-NII-PRIOR> 601
<ACCUMULATED-GAINS-PRIOR> 12,607
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,506
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,680
<AVERAGE-NET-ASSETS> 177,201
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Guardian Portfolio Annual Report and is qualified in
its entirety by reference to such document.
</LEGEND>
<CIK> 0000910055
<NAME> EQUITY MANAGERS TRUST
<SERIES>
<NUMBER> 01
<NAME> NEUBERGER&BERMAN GUARDIAN PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 5,252,479
<INVESTMENTS-AT-VALUE> 6,277,499
<RECEIVABLES> 10,961
<ASSETS-OTHER> 229
<OTHER-ITEMS-ASSETS> 69
<TOTAL-ASSETS> 6,288,758
<PAYABLE-FOR-SECURITIES> 18,006
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 38,210
<TOTAL-LIABILITIES> 56,216
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,562,830
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 189,659
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 455,033
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,025,020
<NET-ASSETS> 6,232,542
<DIVIDEND-INCOME> 83,718
<INTEREST-INCOME> 40,556
<OTHER-INCOME> 0
<EXPENSES-NET> (26,340)
<NET-INVESTMENT-INCOME> 97,934
<REALIZED-GAINS-CURRENT> 307,410
<APPREC-INCREASE-CURRENT> (111,192)
<NET-CHANGE-FROM-OPS> 294,152
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,619,347
<ACCUMULATED-NII-PRIOR> 91,725
<ACCUMULATED-GAINS-PRIOR> 147,623
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 25,172
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26,340
<AVERAGE-NET-ASSETS> 5,687,441
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Manhattan Portfolio Annual Report and is qualified in
its entirety by reference to such document.
</LEGEND>
<CIK> 0000910055
<NAME> EQUITY MANAGERS TRUST
<SERIES>
<NUMBER> 02
<NAME> NEUBERGER&BERMAN MANHATTAN PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 497,389
<INVESTMENTS-AT-VALUE> 580,025
<RECEIVABLES> 133
<ASSETS-OTHER> 41
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 580,199
<PAYABLE-FOR-SECURITIES> 1,618
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 365
<TOTAL-LIABILITIES> 10,790
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 342,686
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 6,019
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 136,085
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 82,636
<NET-ASSETS> 567,426
<DIVIDEND-INCOME> 4,288
<INTEREST-INCOME> 246
<OTHER-INCOME> 0
<EXPENSES-NET> (3,705)
<NET-INVESTMENT-INCOME> 829
<REALIZED-GAINS-CURRENT> 59,509
<APPREC-INCREASE-CURRENT> (74,167)
<NET-CHANGE-FROM-OPS> (13,829)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (77,980)
<ACCUMULATED-NII-PRIOR> 5,190
<ACCUMULATED-GAINS-PRIOR> 76,576
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,402
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,705
<AVERAGE-NET-ASSETS> 642,838
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Partners Portfolio Annual Report and is qualified in its
entirety by reference to such document.
</LEGEND>
<CIK> 0000910055
<NAME> EQUITY MANAGERS TRUST
<SERIES>
<NUMBER> 05
<NAME> NEUBERGER&BERMAN PARTNERS PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 1,776,910
<INVESTMENTS-AT-VALUE> 2,004,866
<RECEIVABLES> 5,471
<ASSETS-OTHER> 107
<OTHER-ITEMS-ASSETS> 49
<TOTAL-ASSETS> 2,010,493
<PAYABLE-FOR-SECURITIES> 9,975
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 915
<TOTAL-LIABILITIES> 10,890
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,211,965
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 49,438
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 510,244
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 227,956
<NET-ASSETS> 1,999,603
<DIVIDEND-INCOME> 29,211
<INTEREST-INCOME> 3,659
<OTHER-INCOME> 0
<EXPENSES-NET> (9,376)
<NET-INVESTMENT-INCOME> 23,394
<REALIZED-GAINS-CURRENT> 240,765
<APPREC-INCREASE-CURRENT> (30,217)
<NET-CHANGE-FROM-OPS> 233,942
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 376,077
<ACCUMULATED-NII-PRIOR> 26,044
<ACCUMULATED-GAINS-PRIOR> 269,479
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,868
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 9,376
<AVERAGE-NET-ASSETS> 1,851,251
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Socially Responsive Portfolio Annual Report and is
qualified in its qualified in its entirety by reference to such document.
</LEGEND>
<RESTATED>
<CIK> 0000910055
<NAME> EQUITY MANAGERS TRUST
<SERIES>
<NUMBER> 06
<NAME> NEUBERGER&BERMAN SOCIALLY RESPONSIVE PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 135,153
<INVESTMENTS-AT-VALUE> 158,396
<RECEIVABLES> 168
<ASSETS-OTHER> 20
<OTHER-ITEMS-ASSETS> 8
<TOTAL-ASSETS> 158,592
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 107
<TOTAL-LIABILITIES> 107
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 120,157
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2,637
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,448
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 23,243
<NET-ASSETS> 158,485
<DIVIDEND-INCOME> 1,814
<INTEREST-INCOME> 325
<OTHER-INCOME> 0
<EXPENSES-NET> (832)
<NET-INVESTMENT-INCOME> 1,307
<REALIZED-GAINS-CURRENT> 11,385
<APPREC-INCREASE-CURRENT> 9,035
<NET-CHANGE-FROM-OPS> 21,727
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 61,738
<ACCUMULATED-NII-PRIOR> 1,330
<ACCUMULATED-GAINS-PRIOR> 1,063
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 704
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 832
<AVERAGE-NET-ASSETS> 128,052
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
