<PAGE>
As filed with the Securities and Exchange Commission on January 5, 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. 6
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
South Lobby - 9th Floor
1800 M Street, N.W.
Washington, DC 20036-5891
(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. 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 does not constitute an offer
to sell, or the solicitation of an offer to buy, any beneficial interests
in any series of the Registrant.
The sole purpose of this filing is to correct certain items of
information in the Registrant's Financial Data Schedules, as originally
filed on December 29, 1995, in Amendment No. 5. Pursuant to SEC staff
instructions, Parts A and B to this Registration Statement are
incorporated by reference to Amendment No. 5 to Registrant's Registration
Statement, File No. 811-7910, Edgar Accession No. 0000898432-95-000460.
<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, 1995, File Nos. 2-11357 and 811-582, EDGAR
Accession No. 0000898432-95-000353.
(b) Exhibits:
Exhibit
Number Description
------- ------------
(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) Specimen Share Certificate. None.
<PAGE>
(5) (a) (i) Management Agreement Between Equity
Managers Trust and Neuberger &
Berman Management Incorporated.
Incorporated by Reference to Post-
Effective Amendment No. 70 to
Registration Statement of Neuberger
& Berman Equity Funds, File Nos. 2-
11357 and 811-582, EDGAR Accession
No. 0000898432-95-000314.
(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.
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(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 Registration Statement, File
No. 811-7910, EDGAR Accession No.
0000898432-95-000460.
(9) Transfer Agency and Service Agreement Between
Equity Managers Trust and State Street Bank and
Trust Company. Incorporated by Reference to
Amendment No. 4 to Registrant's Registration
Statement, File No. 811-7910.
(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 Schedule. Filed herewith.
(18) Plan Pursuant to Rule 18f-3. None.
Item 25. Persons Controlled By or Under Common Control with Registrant.
No person is controlled by or under common control with the
Registrant.
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Item 26. Number of Holders of Securities.
The following information is given as of December 27, 1995.
Number of
Title of Class Record Holders
--------------- --------------
Neuberger & Berman Socially Responsive Portfolio 4
Neuberger & Berman Manhattan Portfolio 4
Neuberger & Berman Genesis Portfolio 4
Neuberger & Berman Focus Portfolio 4
Neuberger & Berman Guardian Portfolio 4
Neuberger & Berman Partners Portfolio 4
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
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<PAGE>
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 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
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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 ("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, 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.
C-6
<PAGE>
Item 28. Business and Other Connections of Investment Manager and
Sub-Adviser.
There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of N&B Management and each partner of 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.
<TABLE>
<CAPTION>
NAME BUSINESS AND OTHER CONNECTIONS
<S> <C>
Claudia A. Brandon Secretary, Neuberger & Berman Advisers
Vice President, Management Trust (Delaware business trust);
N&B Management Secretary, Advisers Managers Trust; Secretary,
Neuberger & Berman Advisers Management Trust
(Massachusetts business trust) (1); Secretary,
Neuberger & Berman Income Funds; Secretary,
Neuberger & Berman Income Trust; Secretary,
Neuberger & Berman Equity Funds; Secretary,
Neuberger & Berman Equity Trust; Secretary,
Income Managers Trust; Secretary, Equity
Managers Trust; Secretary, Global Managers
Trust; Secretary, Neuberger & Berman Equity
Assets.
Stacy Cooper-Shugrue Assistant Secretary, Neuberger & Berman Advisers
Assistant Vice President, Management Trust (Delaware business trust);
N&B Management Assistant Secretary, Advisers Managers Trust;
Assistant Secretary, Neuberger & Berman Advisers
Management Trust (Massachusetts business trust)
(1); Assistant Secretary, Neuberger & Berman
Income Funds; Assistant Secretary, Neuberger &
Berman Income Trust; Assistant Secretary,
Neuberger & Berman Equity Funds; Assistant
Secretary, Neuberger & Berman Equity Trust;
Assistant Secretary, Income Managers Trust;
Assistant Secretary, Equity Managers Trust;
Assistant Secretary, Global Managers Trust;
Assistant Secretary, Neuberger & Berman Equity
Assets.
C-7
<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
Robert Cresci Assistant Portfolio Manager, BNP-N&B Global
Assistant Vice President, Asset Management L.P. (joint venture of
N&B Management Neuberger & Berman and Banque Nationale de
Paris) (2); Assistant Portfolio Manager,
Vontobel (Swiss bank) (3).
Stanley Egener Chairman of the Board and Trustee, Neuberger &
President and Director, Berman Advisers Management Trust (Delaware
N&B Management; General Partner, business trust); Chairman of the Board and
Neuberger & Berman Trustee, Advisers Managers Trust; Chairman of
the Board and Trustee, Neuberger & Berman
Advisers Management Trust (Massachusetts
business trust) (1); Chairman of the Board and
Trustee, Neuberger & Berman Income Funds;
Chairman of the Board and Trustee, Neuberger &
Berman Income Trust; Chairman of the Board and
Trustee, Neuberger & Berman Equity Funds;
Chairman of the Board and Trustee, Neuberger &
Berman Equity Trust; Chairman of the Board and
Trustee, Income Managers Trust; Chairman of the
Board and Trustee, Equity Managers Trust;
Chairman of the Board and Trustee, Global
Managers Trust; Chairman of the Board and
Trustee, Neuberger & Berman Equity Assets.
Robert I. Gendelman Senior Portfolio Manager, Harpel Advisors (4).
Assistant Vice President,
N&B Management
Theodore P. Giuliano Executive Vice President and Trustee,
Vice President, N&B Management (5); Neuberger & Berman Income Funds (6); Executive
General Partner, Neuberger & Berman Vice President and Trustee, Neuberger & Berman
Income Trust (6); Executive Vice President and
Trustee, Income Managers Trust (6).
Theresa A. Havell President and Trustee, Neuberger & Berman Income
Vice President and Director, N&B Funds; President and Trustee, Neuberger & Berman
Management; General Partner, Income Trust; President and Trustee, Income
Neuberger & Berman Managers Trust
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<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
C. Carl Randolph Assistant Secretary, Neuberger & Berman Advisers
General Partner, Neuberger & Berman Management Trust (Delaware business trust);
Assistant Secretary, Advisers Managers Trust;
Assistant Secretary, Neuberger & Berman Advisers
Management Trust (Massachusetts business trust)
(1); Assistant Secretary, Neuberger & Berman
Income Funds; Assistant Secretary, Neuberger &
Berman Income Trust; Assistant Secretary,
Neuberger & Berman Equity Funds; Assistant
Secretary, Neuberger & Berman Equity Trust;
Assistant Secretary, Income Managers Trust;
Assistant Secretary, Equity Managers Trust;
Assistant Secretary, Global Managers Trust;
Assistant Secretary, Neuberger & Berman Equity
Assets.
Felix Rovelli Senior Vice President-Senior Equity Portfolio
Vice President, N&B Management Manager, BNP-N&B Global Asset Management L.P.
(joint venture of Neuberger & Berman and Banque
Nationale de Paris) (2); Portfolio Manager,
Vontobel (Swiss bank) (7).
Richard Russell Treasurer, Neuberger & Berman Advisers
Vice President, N&B Management Management Trust (Delaware business trust);
Treasurer, Advisers Managers Trust; Treasurer,
Neuberger & Berman Advisers Management Trust
(Massachusetts business trust) (1); Treasurer,
Neuberger & Berman Income Funds; Treasurer,
Neuberger & Berman Income Trust; Treasurer,
Neuberger & Berman Equity Funds; Treasurer,
Neuberger & Berman Equity Trust; Treasurer,
Income Managers Trust; Treasurer, Equity
Managers Trust; Treasurer, Global Managers
Trust; Treasurer, Neuberger & Berman Equity
Assets.
Daniel J. Sullivan Vice President, Neuberger & Berman Advisers
Senior Vice President, Management Trust (Delaware business trust); Vice
N&B Management President, Advisers Managers Trust; Vice
President, Neuberger & Berman Advisers
Management Trust (Massachusetts business trust)
(1); Vice President, Neuberger & Berman Income
Funds; Vice President, Neuberger & Berman Income
Trust; Vice President, Neuberger & Berman Equity
Funds; Vice President, Neuberger & Berman Equity
Trust; Vice President, Income Managers Trust;
Vice President, Equity Managers Trust; Vice
President, Global Managers Trust; Vice
President, Neuberger & Berman Equity Assets.
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<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
Susan Switzer Portfolio Manager, Mitchell Hutchins Asset
Assistant Vice President, Management Inc., 1285 Avenue of the Americas,
N&B Management New York, New York 10019 (8).
Michael J. Weiner Vice President, Neuberger & Berman Advisers
Senior Vice President and Management Trust (Delaware business trust); Vice
Treasurer, N&B Management President, Advisers Managers Trust; Vice
President, Neuberger & Berman Advisers
Management Trust (Massachusetts business trust)
(1); Vice President, Neuberger & Berman Income
Funds; Vice President, Neuberger & Berman Income
Trust; Vice President, Neuberger & Berman Equity
Funds; Vice President, Neuberger & Berman Equity
Trust; Vice President, Income Managers Trust;
Vice President, Equity Managers Trust; Vice
President, Global Managers Trust; Vice
President, Neuberger & Berman Equity Assets.
Lawrence Zicklin President and Trustee, Neuberger & Berman
Director, N&B Management; Advisers Management Trust (Delaware business
General Partner, Neuberger & Berman trust); President and Trustee, Advisers Managers
Trust; President and Trustee, Neuberger & Berman
Advisers Management Trust (Massachusetts
business trust) (1); President and Trustee,
Neuberger & Berman Equity Funds; President and
Trustee, Neuberger & Berman Equity Trust;
President and Trustee, Equity Managers Trust;
President, Global Managers Trust; President and
Trustee, Neuberger & Berman Equity Assets
</TABLE>
The principal address of N&B Management, Neuberger & Berman, BNP-
N&B Global Asset Management L.P. and of each of the investment companies
named above, is 605 Third Avenue, New York, New York 10158. Other
addresses to be provided by amendment.
___________________________________
(1) Until April 30, 1995.
(2) Until October 31, 1995.
(3) Until May 1994.
(4) Until 1993.
(5) Until November 4, 1994.
(6) Until June 22, 1994.
(7) Until April 1994.
(8) Until 1994.
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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.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, as amended, the Registrant has duly caused this Amendment No. 6 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 4th day of January, 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>
(1) (a) Declaration of Trust 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.
(b) Schedule B - Current Series 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.
(2) By-laws of Equity Managers Trust. Incorporated by Reference to N.A.
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) Specimen Share Certificate. None. N.A.
(5) (a) (i) Management Agreement between Equity Managers N.A.
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.
(ii) Schedule A - Series of Equity Managers N.A.
Trust Currently Subject to the
Management Agreement. Incorporated by
Reference to Post-Effective Amendment
No. 70 to Registration Statement of
Neuberger & Berman Equity Funds, File
Nos. 2-11357 and 811-582, EDGAR
Accession No. 0000898432-95-000314.
<PAGE>
Exhibit Sequentially
Number Description Numbered Page
------- -------------------------------------------------------------- -------------
(iii) Schedule B - Schedule of Compensation N.A.
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 & N.A.
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 N.A.
Trust Currently Subject to the Sub-
Advisory Agreement. Incorporated by
Reference to Post-Effective Amendment
No. 70 to Registration Statement of
Neuberger & Berman Equity Funds, File
Nos. 2-11357 and 811-582, EDGAR
Accession No. 0000898432-95-000314.
(6) Distribution Agreement. None. N.A.
(7) Bonus, Profit Sharing or Pension Plans. None. N.A.
(8) (a) Custodian Contract Between Equity Managers Trust and N.A.
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 N.A.
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.
(9) Transfer Agency and Service Agreement Between Equity Managers N.A.
Trust and State Street Bank and Trust Company. Incorporated by
Reference to Amendment No. 4 to Registrant's Registration
Statement, File No. 811-7910.
<PAGE>
Exhibit Sequentially
Number Description Numbered Page
------- -------------------------------------------------------------- -------------
(10) Opinion and Consent of Kirkpatrick & Lockhart on Securities N.A.
Matters. None.
(11) Opinions, Appraisals, Rulings and Consents: Consent of N.A.
Independent Auditors. None.
(12) Financial Statements Omitted from Prospectus. None. N.A.
(13) Letter of Investment Intent. None. N.A.
(14) Prototype Retirement Plan. None. N.A.
(15) Plan pursuant to Rule 12b-1. None. N.A.
(16) Schedule of Computation of Performance Quotations. None. N.A.
(17) Financial Data Schedule. Filed herewith. --
(18) Plan Pursuant to Rule 18f-3. None. N.A.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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-31-1995
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 674,465
<INVESTMENTS-AT-VALUE> 984,159
<RECEIVABLES> 6,693
<ASSETS-OTHER> 36
<OTHER-ITEMS-ASSETS> 96
<TOTAL-ASSETS> 990,984
<PAYABLE-FOR-SECURITIES> 17,447
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,364
<TOTAL-LIABILITIES> 21,811
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 557,907
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 15,139
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 88,309
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 307,818
<NET-ASSETS> 969,173
<DIVIDEND-INCOME> 10,454
<INTEREST-INCOME> 1,097
<OTHER-INCOME> 0
<EXPENSES-NET> (4,055)
<NET-INVESTMENT-INCOME> 7,496
<REALIZED-GAINS-CURRENT> 50,732
<APPREC-INCREASE-CURRENT> 139,750
<NET-CHANGE-FROM-OPS> 197,978
<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> 324,162
<ACCUMULATED-NII-PRIOR> 7,643
<ACCUMULATED-GAINS-PRIOR> 37,577
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,758
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,055
<AVERAGE-NET-ASSETS> 714,153
<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> .57
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<PAGE>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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-31-1995
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 3,590,685
<INVESTMENTS-AT-VALUE> 4,736,345
<RECEIVABLES> 25,961
<ASSETS-OTHER> 125
<OTHER-ITEMS-ASSETS> 32
<TOTAL-ASSETS> 4,762,463
<PAYABLE-FOR-SECURITIES> 61,722
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 87,545
<TOTAL-LIABILITIES> 149,267
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,237,636
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 91,725
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 147,623
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,136,212
<NET-ASSETS> 4,613,196
<DIVIDEND-INCOME> 51,765
<INTEREST-INCOME> 17,135
<OTHER-INCOME> 0
<EXPENSES-NET> (15,110)
<NET-INVESTMENT-INCOME> 53,790
<REALIZED-GAINS-CURRENT> 124,394
<APPREC-INCREASE-CURRENT> 627,968
<NET-CHANGE-FROM-OPS> 806,152
<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> 2,132,860
<ACCUMULATED-NII-PRIOR> 37,935
<ACCUMULATED-GAINS-PRIOR> 23,229
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14,274
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15,110
<AVERAGE-NET-ASSETS> 3,123,421
<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> .48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<PAGE>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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> NEUBERGER&BERMAN MANHATTAN PORTFOLIO
<SERIES>
<NUMBER> 02
<NAME> EQUITY MANAGERS TRUST
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 502,959
<INVESTMENTS-AT-VALUE> 659,762
<RECEIVABLES> 1,833
<ASSETS-OTHER> 37
<OTHER-ITEMS-ASSETS> 1,047
<TOTAL-ASSETS> 662,679
<PAYABLE-FOR-SECURITIES> 2,583
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,690
<TOTAL-LIABILITIES> 17,273
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 406,837
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 5,190
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 76,576
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 156,803
<NET-ASSETS> 645,406
<DIVIDEND-INCOME> 4,992
<INTEREST-INCOME> 344
<OTHER-INCOME> 0
<EXPENSES-NET> (3,130)
<NET-INVESTMENT-INCOME> 2,206
<REALIZED-GAINS-CURRENT> 44,742
<APPREC-INCREASE-CURRENT> 85,917
<NET-CHANGE-FROM-OPS> 132,865
<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> 123,671
<ACCUMULATED-NII-PRIOR> 2,984
<ACCUMULATED-GAINS-PRIOR> 31,834
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,832
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,130
<AVERAGE-NET-ASSETS> 528,830
<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> .59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<PAGE>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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-31-1995
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 1,358,401
<INVESTMENTS-AT-VALUE> 1,616,574
<RECEIVABLES> 20,084
<ASSETS-OTHER> 81
<OTHER-ITEMS-ASSETS> 6
<TOTAL-ASSETS> 1,636,745
<PAYABLE-FOR-SECURITIES> 12,439
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 780
<TOTAL-LIABILITIES> 13,219
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,069,830
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 26,044
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 269,479
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 258,173
<NET-ASSETS> 1,623,526
<DIVIDEND-INCOME> 20,063
<INTEREST-INCOME> 2,770
<OTHER-INCOME> 0
<EXPENSES-NET> (7,309)
<NET-INVESTMENT-INCOME> 15,524
<REALIZED-GAINS-CURRENT> 165,254
<APPREC-INCREASE-CURRENT> 109,257
<NET-CHANGE-FROM-OPS> 290,035
<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> 283,242
<ACCUMULATED-NII-PRIOR> 10,520
<ACCUMULATED-GAINS-PRIOR> 104,225
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,830
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,309
<AVERAGE-NET-ASSETS> 1,378,999
<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> .53
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<PAGE>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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> EQUITY MANAGERS TRUST
<SERIES>
<NUMBER> 03
<NAME> NEUBERGER&BERMAN GENESIS PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 108,413
<INVESTMENTS-AT-VALUE> 141,999
<RECEIVABLES> 487
<ASSETS-OTHER> 11
<OTHER-ITEMS-ASSETS> 178
<TOTAL-ASSETS> 142,675
<PAYABLE-FOR-SECURITIES> 385
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 129
<TOTAL-LIABILITIES> 515
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 95,366
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 601
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,607
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 33,586
<NET-ASSETS> 142,160
<DIVIDEND-INCOME> 1,508
<INTEREST-INCOME> 77
<OTHER-INCOME> 0
<EXPENSES-NET> (1,250)
<NET-INVESTMENT-INCOME> 335
<REALIZED-GAINS-CURRENT> 6,666
<APPREC-INCREASE-CURRENT> 17,448
<NET-CHANGE-FROM-OPS> 24,449
<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> 3,591
<ACCUMULATED-NII-PRIOR> 266
<ACCUMULATED-GAINS-PRIOR> 5,941
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,135
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,295
<AVERAGE-NET-ASSETS> 133,493
<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> .94
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<PAGE>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Socially Repsonsive Portfolio Annual Report and is
qualified in its entirety by reference to such document.
</LEGEND>
<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-31-1995
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 83,395
<INVESTMENTS-AT-VALUE> 97,603
<RECEIVABLES> 135
<ASSETS-OTHER> 24
<OTHER-ITEMS-ASSETS> 56
<TOTAL-ASSETS> 97,818
<PAYABLE-FOR-SECURITIES> 998
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73
<TOTAL-LIABILITIES> 1,071
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 80,146
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,330
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,063
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14,208
<NET-ASSETS> 96,747
<DIVIDEND-INCOME> 1,189
<INTEREST-INCOME> 269
<OTHER-INCOME> 0
<EXPENSES-NET> (533)
<NET-INVESTMENT-INCOME> 925
<REALIZED-GAINS-CURRENT> 1,842
<APPREC-INCREASE-CURRENT> 12,075
<NET-CHANGE-FROM-OPS> 14,842
<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> 283,242
<ACCUMULATED-NII-PRIOR> 405
<ACCUMULATED-GAINS-PRIOR> (779)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 431
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 533
<AVERAGE-NET-ASSETS> 78,399
<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> .68
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<PAGE>
</TABLE>
