As filed with the Securities and Exchange Commission on December 31, 1997
File No. 811-7910__
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 8
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)
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<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 3 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. 13 to the Registration Statement of Neuberger & Berman Equity
Trust ("Equity Trust") (1940 Act File No. 811-7784, EDGAR Accession No.
0000898432-97-000519), as filed with the Securities and Exchange Commission
("Commission") on December 12, 1997 ("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.
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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
<PAGE>
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.
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.
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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.
<TABLE>
<CAPTION>
================== ============================================================================
<S> <C>
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;
Directory
================== ============================================================================
Item 5(c) Management and Administration - Investment Manager, Administrator,
Distributor, and Sub-Adviser
================== ============================================================================
Item 5(d) Not applicable
================== ============================================================================
Item 5(e) Directory
================== ============================================================================
Item 5(f) Management and Administration - Expenses
================== ============================================================================
Item 5(g) Management and Administration - Investment Manager, Administrator,
Distributor, and Sub-Adviser
================== ============================================================================
</TABLE>
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<PAGE>
During its 1997 fiscal year, each Portfolio bore total operating
expenses as a percentage of its average daily net assets as follows:
Neuberger & Berman FOCUS Portfolio 0.53%
Neuberger & Berman GENESIS Portfolio 0.77%
Neuberger & Berman GUARDIAN Portfolio 0.46%
Neuberger & Berman MANHATTAN Portfolio 0.59%
Neuberger & Berman PARTNERS Portfolio 0.48%
Neuberger & Berman SOCIALLY RESPONSIVE Portfolio 0.63%
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
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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 December 15, 1997, 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. Although they own less than a
majority interest, Neuberger & Berman Genesis Trust and Neuberger & Berman
Guardian Trust, two other series of Equity Trust, also may be deemed to control
their corresponding Portfolios because each owns more than a 25% interest in its
corresponding 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.
A-3
<PAGE>
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 (except for purposes
of effecting a merger, consolidation or sale, lease, or exchange of all or
substantially all of the assets of the Trust or Portfolio or, with approval of
the Trustees, of an investor therein). However, 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"). 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,
A-4
<PAGE>
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 federal 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.
ITEM 7. PURCHASE OF SECURITIES.
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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.
A-5
<PAGE>
ITEM 8. REDEMPTION OR REPURCHASE.
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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, except as set forth
under "Capital Stock and Other Securities" above.
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 or trading on the NYSE
is restricted or to the extent otherwise permitted by the 1940 Act.
ITEM 9. PENDING LEGAL PROCEEDINGS.
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Not applicable.
A-6
<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.
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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."
<PAGE>
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
- ---------------------------------------------
Part A contains basic information about the investment objectives,
policies and limitations of 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 (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.
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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 of the Trust. None of the Neuberger & Berman Funds has any
retirement plan for its trustees.
B-2
<PAGE>
TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 8/31/97
-----------------------------
<TABLE>
<CAPTION>
Aggregate Total Compensation from Investment
Name and Position with the Compensation Companies in the Neuberger & Berman
Trust from the Trust Fund Complex Paid to Trustees
- -------------------------- -------------- ------------------------------------
<S> <C> <C>
Faith Colish $15,214 $64,000
Trustee (5 other investment companies)
Donald M. Cox $15,714 $31,000
Trustee (3 other investment companies)
Stanley Egener $ 0 $ 0
Chairman of the Board, (9 other investment companies)
Chief Executive Officer,
and Trustee
Alan R. Gruber, $9,792 $20,000
Trustee, and the Estate of (3 other investment companies)
Alan R. Gruber
Howard A. Mileaf $14,964 $33,500
Trustee (4 other investment companies)
Edward I. O'Brien $16,714 $34,000
Trustee (3 other investment companies)
John T. Patterson, Jr. $16,714 $37,500
Trustee (4 other investment companies)
John P. Rosenthal $14,714 $32,500
Trustee (4 other investment companies)
Cornelius T. Ryan $14,964 $30,500
Trustee (3 other investment companies)
Gustave H. Shubert $14,964 $30,500
Trustee (3 other investment companies)
B-3
<PAGE>
Aggregate Total Compensation from Investment
Name and Position with the Compensation Companies in the Neuberger & Berman
Trust from the Trust Fund Complex Paid to Trustees
- -------------------------- -------------- ------------------------------------
Lawrence Zicklin $ 0 $ 0
President and Trustee (5 other investment companies)
</TABLE>
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of December 15, 1997, each Portfolio could be deemed to be under the
control of the corresponding series of Equity Funds and/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 corresponding series of Equity Funds and
Equity Trust owned the indicated value of the outstanding interests in the
Portfolios:
Equity Funds Equity Trust
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Neuberger & Berman FOCUS Portfolio 89.29% 10.71%
Neuberger & Berman GENESIS Portfolio 66.26% 33.70%
Neuberger & Berman GUARDIAN Portfolio 72.41% 27.44%
Neuberger & Berman MANHATTAN Portfolio 91.41% 8.56%
Neuberger & Berman PARTNERS Portfolio 84.57% 15.15%
Neuberger & Berman SOCIALLY RESPONSIVE 24.85% 71.76%
Portfolio
So long as a Fund owns more than 50% of the value of the outstanding
interests in its corresponding Portfolio, such Fund theoretically could require
that Portfolio to take certain actions without the approval of any other
registered investment company that invests in the Portfolio. However, the power
of a Fund to control such action generally will depend on the vote of the Fund's
shareholders.
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 any other
registered investment company investing in a Portfolio will follow the same or a
similar practice.
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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.
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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
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<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,
1995, 1996, and 1997 were:
1995 1996 1997
---- ---- ----
Neuberger & Berman MANHATTAN $2,831,648 $3,402,000 $3,092,798
Portfolio
Neuberger & Berman GENESIS $1,134,694 $1,506,000 $4,419,953
Portfolio
Neuberger & Berman GUARDIAN $14,274,000 $25,172,000 $32,886,620
Portfolio
Neuberger & Berman PARTNERS $6,830,493 $8,868,000 $12,498,356
Portfolio
Neuberger & Berman FOCUS $3,758,266 $5,565,000 $6,610,285
Portfolio
Neuberger & Berman SOCIALLY $431,196 $704,000 $1,123,021
RESPONSIVE Portfolio
During the period from May 1, 1995 to August 31, 1995 and the fiscal
year ended August 31, 1996 and 1997, N&B Management waived $44,985, $177,201,
and $539,327, 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.
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Each investor in a Portfolio is entitled to vote in proportion to the
amount of its investment therein. Investors in all the Portfolios will have the
opportunity to vote on certain matters affecting the entire Trust (e.g.,
election of the Trustees and ratification of the selection of auditors, to the
extent required 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
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<PAGE>
Trustees determines to do so or (2) investors holding at least 10% 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
present or represented at a meeting at which more than 50% of the outstanding
units of beneficial interest of the Portfolio are present or represented by
proxy 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
at a meeting, or by a written instrument signed by a majority of the Trustees
and consented to by at least two-thirds of the Portfolio's 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.
B-7
<PAGE>
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.
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, 1997, 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, 1997, File Nos. 2-11357 and 811-582, EDGAR
Accession No. 0000898432-97-000455.
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, 1997, File Nos. 2-11357 and 811-582, EDGAR
Accession No. 0000898432-97-000455.
(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) (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.
<PAGE>
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.
(iii) Substitution Agreement among Neuberger &
Berman Management Incorporated, Equity
Managers Trust, Neuberger & Berman, L.P.
and Neuberger & Berman, LLC.
Incorporated by Reference to Amendment
No. 7 to Registrant's Registration
Statement, File No. 811-7910, Edgar
Accession No. 0000898432-96-000557.
(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.
C-2
<PAGE>
(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.
(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. Incorporated by Reference
to Amendment No. 7 to Registrant's Registration
Statement, File No. 811-7910, Edgar Accession
No. 0000898432-96-000557.
(d) Schedule of Compensation under the Custodian
Contract. Incorporated by Reference to
Amendment No. 7 to Registrant's Registration
Statement, File No. 811-7910, Edgar Accession
No. 0000898432-96-000557.
(9) (a) Transfer Agency and Service Agreement Between
Equity Managers Trust and State Street Bank and
Trust Company. Incorporated by Reference to
Amendment No. 7 to Registrant's Registration
Statement, File No. 811-7910, Edgar Accession
No. 0000898432-96-000557.
(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.
Incorporated by Reference to Amendment No. 7 to
Registrant's Registration Statement, File No.
811-7910, Edgar Accession No.
0000898432-96-000557.
(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.
C-3
<PAGE>
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 15, 1997.
Number of
TITLE OF CLASS RECORD HOLDERS
Neuberger & Berman Socially Responsive Portfolio 5
Neuberger & Berman Manhattan Portfolio 5
Neuberger & Berman Genesis Portfolio 5
Neuberger & Berman Focus Portfolio 5
Neuberger & Berman Guardian Portfolio 5
Neuberger & Berman Partners Portfolio 5
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
C-4
<PAGE>
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 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
C-5
<PAGE>
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, 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. 13 to the Registration
Statement on Form N-1A of Neuberger & Berman Equity Trust (1940 Act File No.
811-7784, EDGAR Accession No. 0000898432-97-000519), as filed with the
Securities and Exchange Commission on December 12, 1997.
ITEM 29. PRINCIPAL UNDERWRITERS.
Not applicable.
C-6
<PAGE>
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-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment No. 8 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 30th
day of December, 1997.
EQUITY MANAGERS TRUST
By /S/ LAWRENCE ZICKLIN
--------------------
Lawrence Zicklin
President
<PAGE>
EQUITY MANAGERS TRUST
REGISTRATION STATEMENT ON FORM N-1A
INDEX TO EXHIBITS
Exhibit Sequentially
NUMBER DESCRIPTION NUMBERED PAGE
(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.
(ii) Schedule A - Series of Equity N.A.
Managers Trust Currently Subject
<PAGE>
Exhibit Sequentially
NUMBER DESCRIPTION NUMBERED PAGE
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 N.A.
Neuberger & Berman Management
Incorporated, Equity Managers
Trust, Neuberger & Berman, L.P.
and Neuberger & Berman, LLC.
Incorporated by Reference to
Amendment No. 7 to Registrant's
Registration Statement, File No.
811-7910, Edgar Accession No.
0000898432-96-000557.
(6) Distribution Agreement. None. N.A.
<PAGE>
Exhibit Sequentially
NUMBER DESCRIPTION NUMBERED PAGE
(7) Bonus, Profit Sharing or Pension Plans. None. N.A.
(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 N.A.
and State Street Bank and Trust Company
Adding Neuberger & Berman Socially
Responsive Portfolio as a Portfolio
Governed by the Custodian Contract.
Incorporated by Reference to Amendment
No. 7 to Registrant's Registration
Statement, File No. 811-7910, Edgar
Accession No. 0000898432-96-000557.
(d) Schedule of Compensation under the N.A.
Custodian Contract. Incorporated by
Reference to Amendment No. 7 to
Registrant's Registration Statement,
File No. 811-7910, Edgar Accession No.
0000898432-96-000557.
(9) (a) Transfer Agency and Service Agreement N.A.
Between Equity Managers Trust and State
Street Bank and Trust Company.
Incorporated by Reference to Amendment
No. 7 to Registrant's Registration
Statement, File No. 811-7910, Edgar
Accession No. 0000898432-96-000557.
(b) Agreement Between Equity Managers Trust N.A.
and State Street Bank and Trust Company
Adding Neuberger & Berman Socially
Responsive Portfolio as a Portfolio
Governed by the Transfer Agency and
Service Agreement. Incorporated by
Reference to Amendment No. 7 to
Registrant's Registration Statement,
File No. 811-7910, Edgar Accession No.
0000898432-96-000557.
<PAGE>
Exhibit Sequentially
NUMBER DESCRIPTION NUMBERED PAGE
(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.
(17) Financial Data Schedules. Filed Herewith. ____
(18) Plan Pursuant to Rule 18f-3. None. N.A.
<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>
<SERIES>
<NUMBER> 04
<NAME> NEUBERGER&BERMAN FOCUS PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 1,001,253
<INVESTMENTS-AT-VALUE> 1,588,776
<RECEIVABLES> 14,751
<ASSETS-OTHER> 41
<OTHER-ITEMS-ASSETS> 8
<TOTAL-ASSETS> 1,603,576
<PAYABLE-FOR-SECURITIES> 20,629
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,506
<TOTAL-LIABILITIES> 30,135
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 639,085
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 33,648
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 316,481
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 584,227
<NET-ASSETS> 1,573,441
<DIVIDEND-INCOME> 12,943
<INTEREST-INCOME> 1,187
<OTHER-INCOME> 0
<EXPENSES-NET> (7,011)
<NET-INVESTMENT-INCOME> 7,119
<REALIZED-GAINS-CURRENT> 176,471
<APPREC-INCREASE-CURRENT> 298,137
<NET-CHANGE-FROM-OPS> 481,727
<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> 451,070
<ACCUMULATED-NII-PRIOR> 26,529
<ACCUMULATED-GAINS-PRIOR> 140,010
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,610
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,011
<AVERAGE-NET-ASSETS> 1,330,064
<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
</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>
<SERIES>
<NUMBER> 01
<NAME> NEUBERGER&BERMAN GUARDIAN PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 6,199,099
<INVESTMENTS-AT-VALUE> 8,801,318
<RECEIVABLES> 23,202
<ASSETS-OTHER> 198
<OTHER-ITEMS-ASSETS> 13
<TOTAL-ASSETS> 8,824,731
<PAYABLE-FOR-SECURITIES> 49,050
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 17,474
<TOTAL-LIABILITIES> 66,524
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,580,149
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 256,517
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,326,183
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,595,358
<NET-ASSETS> 8,758,207
<DIVIDEND-INCOME> 80,759
<INTEREST-INCOME> 20,405
<OTHER-INCOME> 0
<EXPENSES-NET> (34,306)
<NET-INVESTMENT-INCOME> 66,858
<REALIZED-GAINS-CURRENT> 871,150
<APPREC-INCREASE-CURRENT> 1,570,338
<NET-CHANGE-FROM-OPS> 2,508,346
<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> 2,525,665
<ACCUMULATED-NII-PRIOR> 189,659
<ACCUMULATED-GAINS-PRIOR> 455,033
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 32,887
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 34,306
<AVERAGE-NET-ASSETS> 7,502,735
<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>
<SERIES>
<NUMBER> 02
<NAME> NEUBERGER&BERMAN MANHATTAN PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 522,622
<INVESTMENTS-AT-VALUE> 615,904
<RECEIVABLES> 20,770
<ASSETS-OTHER> 27
<OTHER-ITEMS-ASSETS> 12
<TOTAL-ASSETS> 636,713
<PAYABLE-FOR-SECURITIES> 14,593
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 377
<TOTAL-LIABILITIES> 14,970
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 204,678
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 7,173
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 316,610
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 93,282
<NET-ASSETS> 621,743
<DIVIDEND-INCOME> 3,638
<INTEREST-INCOME> 934
<OTHER-INCOME> 0
<EXPENSES-NET> (3,418)
<NET-INVESTMENT-INCOME> 1,154
<REALIZED-GAINS-CURRENT> 180,525
<APPREC-INCREASE-CURRENT> 10,646
<NET-CHANGE-FROM-OPS> 192,325
<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> 54,317
<ACCUMULATED-NII-PRIOR> 6,019
<ACCUMULATED-GAINS-PRIOR> 136,085
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,093
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,418
<AVERAGE-NET-ASSETS> 581,060
<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
</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>
<SERIES>
<NUMBER> 05
<NAME> NEUBERGER&BERMAN PARTNERS PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 2,882,508
<INVESTMENTS-AT-VALUE> 3,584,061
<RECEIVABLES> 30,758
<ASSETS-OTHER> 94
<OTHER-ITEMS-ASSETS> 19
<TOTAL-ASSETS> 3,614,932
<PAYABLE-FOR-SECURITIES> 32,033
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,326
<TOTAL-LIABILITIES> 39,359
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,754,354
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 77,754
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,041,912
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 701,553
<NET-ASSETS> 3,575,573
<DIVIDEND-INCOME> 35,022
<INTEREST-INCOME> 6,410
<OTHER-INCOME> 0
<EXPENSES-NET> (13,116)
<NET-INVESTMENT-INCOME> 28,316
<REALIZED-GAINS-CURRENT> 531,668
<APPREC-INCREASE-CURRENT> 473,597
<NET-CHANGE-FROM-OPS> 1,033,581
<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> 1,575,970
<ACCUMULATED-NII-PRIOR> 49,438
<ACCUMULATED-GAINS-PRIOR> 510,244
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12,498
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 13,116
<AVERAGE-NET-ASSETS> 2,705,496
<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
</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>
<SERIES>
<NUMBER> 03
<NAME> NEUBERGER&BERMAN GENESIS PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 858,349
<INVESTMENTS-AT-VALUE> 1,130,629
<RECEIVABLES> 551
<ASSETS-OTHER> 19
<OTHER-ITEMS-ASSETS> 26
<TOTAL-ASSETS> 1,131,225
<PAYABLE-FOR-SECURITIES> 31,635
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15,939
<TOTAL-LIABILITIES> 47,574
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 771,893
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2,800
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 36,678
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 272,280
<NET-ASSETS> 1,083,651
<DIVIDEND-INCOME> 4,129
<INTEREST-INCOME> 1,749
<OTHER-INCOME> 0
<EXPENSES-NET> (4,150)
<NET-INVESTMENT-INCOME> 1,728
<REALIZED-GAINS-CURRENT> 18,411
<APPREC-INCREASE-CURRENT> 211,059
<NET-CHANGE-FROM-OPS> 231,198
<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> 823,787
<ACCUMULATED-NII-PRIOR> 1,072
<ACCUMULATED-GAINS-PRIOR> 18,267
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,881
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,150
<AVERAGE-NET-ASSETS> 539,327
<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> .77
<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 entirety by reference to such document.
</LEGEND>
<SERIES>
<NUMBER> 06
<NAME> NEUBERGER&BERMAN SOCIALLY RESPONSIVE PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 188,564
<INVESTMENTS-AT-VALUE> 255,850
<RECEIVABLES> 3,248
<ASSETS-OTHER> 14
<OTHER-ITEMS-ASSETS> 1
<TOTAL-ASSETS> 259,113
<PAYABLE-FOR-SECURITIES> 2,668
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 164
<TOTAL-LIABILITIES> 2,832
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 160,218
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 4,851
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 23,926
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 67,286
<NET-ASSETS> 256,281
<DIVIDEND-INCOME> 2,881
<INTEREST-INCOME> 612
<OTHER-INCOME> 0
<EXPENSES-NET> (1,279)
<NET-INVESTMENT-INCOME> 2,214
<REALIZED-GAINS-CURRENT> 11,478
<APPREC-INCREASE-CURRENT> 44,043
<NET-CHANGE-FROM-OPS> 57,735
<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> 97,796
<ACCUMULATED-NII-PRIOR> 2,637
<ACCUMULATED-GAINS-PRIOR> 12,448
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,123
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,279
<AVERAGE-NET-ASSETS> 204,186
<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> .63
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
