As filed with the Securities and Exchange Commission on October 19, 1998
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. 9
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 amendment to the Registration Statement is being filed by the
Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as
amended ("1940 Act"), to include information on its new series, Neuberger&Berman
MILLENNIUM Portfolio. 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 amendment to the
Registration Statement is not intended to affect any of the other series of the
Registrant. 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. 16 to the Registration Statement of Neuberger & Berman Equity
Trust ("Equity Trust") (1940 Act File No. 811-7784, EDGAR Accession No.
0000898432-98-000681), as filed with the Securities and Exchange Commission
("Commission") on October 19, 1998 ("Spoke Registration Statement"). Part A of
the Spoke Registration Statement includes the prospectus of Neuberger & Berman
Millennium Trust ("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 seven separate
subtrusts or "series," each having a distinct investment objective and distinct
investment policies and limitations. Five of the series -- 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 series,
Neuberger & Berman Socially Responsive Portfolio, commenced investment
operations on March 14, 1994. The seventh series, Neuberger & Berman Millennium
Portfolio (the "Portfolio"), commenced operations on October 19, 1998. This
amendment to the Registration Statement is not intended to affect any of the
other series of the Registrant. The assets of each series belong only to that
series, and the liabilities of each series are borne solely by that series and
no other.
Beneficial interests in the Portfolio 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 Portfolio 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
<PAGE>
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
the Portfolio.
Information on the Portfolio's investment objective, the kinds of
securities in which the Portfolio principally invests, other investment
practices of the Portfolio, and risk factors associated with investments in the
Portfolio 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 the 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
Portfolio's 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.
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Item 5(a) Management and Administration -- Trustees and Officers
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Item 5(b) Management and Administration -- Investment Manager,
Administrator, Distributor, and Sub-Adviser;
Management and Administration -- Expenses; Directory
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Item 5(c) Management and Administration - Investment Manager,
Administrator, Distributor, and Sub-Adviser
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Item 5(d) Not applicable
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Item 5(e) Directory
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Item 5(f) Management and Administration - Expenses
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Item 5(g) Management and Administration - Investment Manager,
Administrator, Distributor, and Sub-Adviser
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Because the Portfolio commenced operations on October 19, 1998, it has
no total operating expenses.
A-2
<PAGE>
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 seven series; the Trust reserves the right to create and issue
additional series.
Investments in the Portfolio have no preemptive or conversion rights
and are fully paid and non-assessable. Each investor in the 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.
Inquiries by a holder of an interest in the Portfolio should be
directed to the Portfolio at the following address: 605 Third Avenue, New York,
NY 10158-0180.
Each investor in the Portfolio will be liable for all obligations of
the Portfolio. However, the risk of an investor in the 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 the Portfolio, investors
would be entitled to share pro rata in the net assets of the Portfolio available
for distribution to investors.
Investments in the 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. The 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").
A-3
<PAGE>
At the Valuation Time on each Business Day, the value of each
investor's beneficial interest in the 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.
The Portfolio's net income consists of (1) all dividends, accrued
interest (including earned discount, both original issue and market discount),
and other income, including any net realized gains or losses on the Portfolio's
assets, less (2) all actual and accrued expenses of the Portfolio, and
amortization of any premium, all as determined in accordance with generally
accepted accounting principles. All of the Portfolio's net income is allocated
pro rata among the investors in the Portfolio. The 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 Portfolio's operations, it is not
subject to any federal income tax. However, each investor in the 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 the Portfolio's
assets and income in such a way that an investor in the Portfolio will be able
to satisfy the requirements of Subchapter M of the Code, assuming that the
investor invests all of its assets in the Portfolio. See Part B for a discussion
of the foregoing tax matters and certain other matters.
A-4
<PAGE>
Item 7. Purchase of Securities.
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Beneficial interests in the Portfolio 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 Portfolio 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 Portfolio's
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 the Portfolio.
However, because the Portfolio intends at all times to be as fully invested as
is reasonably practicable, investments in the 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 the Portfolio at any time or to reject any investment order.
The Trust's placement agent is N&B Management. Its principal business
address is 605 Third Avenue, New York, NY 10158-0180. N&B Management receives no
compensation for serving as the Trust's placement agent.
Item 8. Redemption or Repurchase.
An investor in the 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 Portfolio reserves 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 the Portfolio as a group, the Portfolio will not pay a
withdrawal in kind to an investor, except in situations where that investor may
pay redemptions in kind.
Investments in the 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
A-5
<PAGE>
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
statement of additional information ("SAI") of Neuberger & Berman Millennium
Trust ("Spoke's Part B").
Item 10. Cover Page.
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Not applicable.
Item 11. Table of Contents.................................................Page
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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.
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Not Applicable.
Item 13. Investment Objectives and Policies.
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Part A contains basic information about the investment objectives,
policies and limitations of Neuberger & Berman Millennium Portfolio (the
"Portfolio"), a series of the Trust. This section supplements the discussion in
Part A of the investment objective, policies, and limitations of the Portfolio.
Information on the fundamental investment limitations and the
non-fundamental investment policies and limitations of the Portfolio, the types
<PAGE>
of securities bought and investment techniques used by the Portfolio, and
certain risks attendant thereto, as well as other information on the Portfolio's
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>
<CAPTION>
TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 8/31/98
TOTAL COMPENSATION FROM INVESTMENT COMPANIES IN
AGGREGATE THE NEUBERGER & BERMAN FUND COMPLEX PAID TO
NAME AND POSITION WITH THE TRUST COMPENSATION TRUSTEES
FROM THE TRUST
<S> <C> <C>
Faith Colish $24,150.87 $84,500
Trustee (5 other investment companies)
Stanley Egener $ 0 $ 0
Chairman of the Board, (9 other investment companies)
Chief Executive
Officer, and Trustee
Howard A. Mileaf $24,650.87 $52,000
Trustee (4 other investment companies)
Edward I. O'Brien $25,450.87 $51,750
Trustee (3 other investment
companies)
John T. Patterson, Jr. $26,200.87 $55,750
Trustee (4 other investment
companies)
John P. Rosenthal $22,275.87 $47,750
Trustee (4 other investment
companies)
Cornelius T. Ryan $23,950.87 $48,750
Trustee (3 other investment
companies)
Gustave H. Shubert $23,700.87 $48,250
Trustee (3 other investment
companies)
Lawrence Zicklin $ 0 $ 0
President and Trustee (5 other investment
companies)
</TABLE>
Item 15. Control Persons and Principal Holders of Securities.
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As of September 30, 1998, no person could be deemed to control the
Portfolio.
B-3
<PAGE>
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 the 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
Item 17. Brokerage Allocation and Other Practices.
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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 the Portfolio is entitled to vote in proportion to the
amount of its investment therein. Investors in the Portfolio will have the
B-4
<PAGE>
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 of the
Trust's series 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 the Portfolio, as the case may be, may
control the outcome of votes. The Trust is not required and does not currently
intend to hold annual meetings of investors, but the Trust will hold special
meetings of investors when (1) a majority of the Trustees determines to do so or
(2) investors holding at least 10% 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 the 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. The 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 the 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 Portfolio, 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 the
Portfolio are not binding upon the Trustees individually but only upon the
B-5
<PAGE>
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 the Portfolio, the investors therein
would be entitled to share pro rata in its net assets available for distribution
to investors.
Item 19. Purchase, Redemption and Pricing of Securities.
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Beneficial interests in the Portfolio 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.
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Information on the taxation of the Portfolio is incorporated herein by
reference from the section entitled "Additional Tax Information -- Taxation of
the Portfolio" 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.
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N&B Management, 605 Third Avenue, New York, NY 10158-0180, a New York
corporation that is the Portfolio's investment manager, serves as the Trust's
placement agent. N&B Management receives no compensation for such placement
agent services. Beneficial interests in the Portfolio are issued continuously.
Item 22. Calculation of Performance Data.
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Not applicable.
Item 23. Financial Statements.
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Not applicable.
<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-7
<PAGE>
EQUITY MANAGERS TRUST
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements. None.
(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. 16 to the
Registration Statement of Neuberger &
Berman Equity Trust, File Nos. 33-64368
and 811-7784, EDGAR Accession No.
0000898432-98-000681.
(2) By-laws of Equity Managers Trust. Incorporated
by Reference to Amendment No. 5 to
Registrant's Registration Statement, File No.
811-7910, EDGAR Accession No.
0000898432-95-000460.
(3) Voting Trust Agreement. None.
(4) (a) Declaration of Trust of Equity Managers
Trust, Articles V-IX. Incorporated by
Reference to Amendment No. 5 to
Registrant's Registration Statement,
File No. 811-7910, EDGAR Accession No.
0000898432-95-000460.
(b) By-laws of Equity Managers Trust,
Articles V, VI and VIII. Incorporated by
Reference to Amendment No. 5 to
Registrant's Registration Statement,
File No. 811-7910, EDGAR Accession No.
0000898432-95-000460.
(5) (a) (i) Management Agreement Between Equity
Managers Trust and Neuberger &
Berman Management Incorporated.
Incorporated by Reference to
Post-Effective Amendment No. 70 to
Registration Statement of Neuberger
& 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. 16 to
<PAGE>
the Registration Statement of
Neuberger & Berman Equity Trust,
File Nos. 33-64368 and 811-7784,
EDGAR Accession No.
0000898432-98-000681.
(iii) Schedule B - Schedule of
Compensation Under the Management
Agreement. Incorporated by
Reference to Post-Effective
Amendment No. 16 to the
Registration Statement of Neuberger
& Berman Equity Trust, File Nos.
33-64368 and 811-7784, EDGAR
Accession No. 0000898432-98-000681.
(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. 16 to
the Registration Statement of
Neuberger & Berman Equity Trust,
File Nos. 33-64368 and 811-7784,
EDGAR Accession No.
0000898432-000681.
(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.
(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.
C-2
<PAGE>
(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. None.
(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.
Item 26. Number of Holders of Securities.
- ----------------------------------------
The following information is given as of August 31, 1998.
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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
Neuberger & Berman Millennium Portfolio 0
Item 27. Indemnification.
A New York trust may provide in its governing instrument for
indemnification of its officers and trustees from and against all claims and
demands whatsoever. Article V, Section 5.4 of the Declaration of Trust provides
that the Registrant shall indemnify, to the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended (the "1940 Act")),
each trustee, officer, employee, agent or independent contractor (except in the
case of an agent or independent contractor to the extent expressly provided by
written contract) of the Registrant (including any individual, corporation,
partnership, trust, association, joint venture or other entities, whether or not
legal entities, and governments and agencies and political subdivision thereof
("Person"), who serves at the Registrant's request as a director, officer or
trustee of another organization in which the Registrant has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by such Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such Person may be involved or
with which such Person may be threatened, while in office or thereafter, by
reason of such Person being or having been such a trustee, officer, employee,
agent or independent contractor, except with respect to any matter as to which
such Person shall have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of such Person's duties,
such liabilities and expenses being liabilities only of the series out of which
such claim for indemnification arises; provided, however, that as to any matter
disposed of by a compromise payment by such Person, pursuant to a consent decree
or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's
office: (i) by the court or other body approving the settlement or other
disposition; or (ii) based upon a review of readily available facts (as opposed
to a full trial-type inquiry), by written opinion from independent legal counsel
approved by the trustees; or (iii) by a majority of the trustees who are neither
"interested persons" (as defined in the 1940 Act) of the Registrant nor parties
to the matter, based upon a review of readily available facts (as opposed to a
full trial-type inquiry). The rights accruing to any Person under these
provisions shall not exclude any other right to which such Person may be
lawfully entitled; provided that no Person may satisfy any right of indemnity or
reimbursement granted in the Registrant's Declaration of Trust or to which such
Person may be otherwise entitled except out of the Trust Property (as defined in
the Declaration of Trust). The rights of indemnification provided herein may be
insured against by policies maintained by the Registrant. The trustees may make
advance payments in connection with this indemnification, provided that the
indemnified Person shall have given a written undertaking to reimburse the
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<PAGE>
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 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
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<PAGE>
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. 16 to the
Registration Statement on Form N-1A of Neuberger & Berman Equity Trust (1940 Act
File No. 811-7784, EDGAR Accession No. 0000898432-98-000681), as filed with the
Securities and Exchange Commission on October 19, 1998.
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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment No. 9 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 14th
day of October, 1998.
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 Number Description Sequentially
Numbered Page
<S> <C> <C>
(1) (a) Declaration of Trust of Equity Managers N.A.
Trust. Incorporated by Reference to Amendment No. 5
to Registrant's Registration Statement, File No.
811-7910, EDGAR Accession No. 0000898432-95-000460.
(b) Schedule B - Current Series of Equity Managers N.A.
Trust. Incorporated by reference to Post-
Post-Effective Amendment No. 16 to the Registration
Statement of Neuberger & Berman Equity Trust, File
Nos. 33-64368 and 811-7784, EDGAR Accession No.
0000898432-98-000681.
(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 Managers N.A.
Trust Currently Subject to the Management
<PAGE>
Exhibit Number Description Sequentially
Numbered Page
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 16 to the
Registration Statement of Neuberger & Berman
Equity Trust, File Nos. 33-64368 and
811-7784, EDGAR Accession No.
0000898432-98-000681.
(iii) Schedule B - Schedule of Compensation Under N.A.
the Management Agreement. Incorporated by
Reference to Post-Effective Amendment No. 16
to the Registration Statement of Neuberger &
Berman Equity Trust, File Nos. 33-64368 and
811-7784, EDGAR Accession No.
0000898432-98-000681.
(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 Managers N.A.
Trust Currently Subject to the
Sub-Advisory Agreement. Incorporated by
Reference to Post-Effective Amendment No. 16
to the Registration Statement of Neuberger &
Berman Equity Trust, File Nos. 33-64368 and
811-7784, EDGAR Accession No.
0000898432-98-000681.
(iii) Substitution Agreement among Neuberger N.A.
& 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 Number Description Sequentially
Numbered Page
(7) Bonus, Profit Sharing or Pension Plans. N.A.
None.
(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 N.A.
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 N.A.
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 Between Equity N.A.
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 N.A.
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 Number Description Sequentially
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. None. N.A.
(18) Plan Pursuant to Rule 18f-3. None. N.A.
</TABLE>
