As filed with the Securities and Exchange Commission on May 3, 1999
File No. 811-7910
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 11
EQUITY MANAGERS TRUST
(Exact Name of the Registrant as Specified in Charter)
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
Registrant's Telephone Number, including area code: (212) 476-8800
Lawrence Zicklin, President
Global 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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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") to
include information on its new series, Neuberger Berman REGENCY 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, 2, 3, 5 and 9 have been omitted pursuant to
paragraph B(2)(b) 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. 84 to the Registration Statement of Neuberger Berman Equity Funds
("Equity Funds") (1940 Act File No. 811-582, EDGAR Accession No.
0000898432-99-000547), as filed with the Securities and Exchange Commission on
April 30, 1999 ("Spoke Registration Statement"). Part A of the Spoke
Registration Statement ("Spoke's Part A") includes the prospectus of Neuberger
Berman Regency Fund, a feeder fund that invests in a corresponding series of the
Registrant.
ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES
AND RELATED RISKS.
Neuberger Berman REGENCY Portfolio, (the "Portfolio") is a series of
Equity Managers Trust ("Trust"), a diversified, no-load, open-end management
investment company. Information on the Portfolio's investment objective, how the
Portfolio intends to achieve its 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(s) entitled "Goal & Strategy,"
"Main Risks" and the sidebar "Other Risks" in the Spoke's Part A at pages 3-4
and the "Euro and Year 2000 Issues" sidebar in the Spoke's Part A at page 13.
Additional investment techniques, features, and limitations concerning the
Portfolio's investment program are described in Part B of this Registration
Statement.
ITEM 6. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE.
Neuberger Berman Management Inc. ("NB Management") serves as the
investment manager and Neuberger Berman, LLC serves as the sub-adviser of the
Portfolio.
The following list identifies the specific sections and subsections of
the Spoke's Part A under which the information required by Item 6 of Form N-1A
may be found; each listed section is incorporated herein by reference.
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Item 6(a)(1) Page 1, "Fund Management" sidebar; Investor Expenses:
Management sidebar (pages 1 and 5); Back Cover Page:
Obtaining Information
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Item 6(a)(2) Investor Expenses: Management sidebar (pages 1 and 5)
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Item 6(a)(3) Not applicable.
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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 the 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").
ITEM 7. SHAREHOLDER INFORMATION.
Information on the time and method of valuation of the Portfolio's
assets is incorporated herein by reference from the section entitled "Your
Investment: Share Prices" and the sidebar "Share Price Calculations" in the
Spoke's Part A at page 6.
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
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.
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.
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
A-2
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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. 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, the Portfolio is
not subject to any U.S. federal income tax. However, each domestic 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. NB 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.
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 NB 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 "Management, Organization and Capital Structure" 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.
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ITEM 8. DISTRIBUTION ARRANGEMENTS.
All investments in the Portfolio are made without a sales load, at the
NAV next determined after an order is received by the Portfolio. The Portfolio
has no Rule 12b-1 plan.
Information regarding the main features of the "Master/Feeder" fund
structure is incorporated herein by reference from the section entitled
"Maintaining Your Account - Fund Structure" in the Spoke's Part A at page 12.
A-4
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EQUITY MANAGERS TRUST
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 ("Spoke's
Part B") includes the statement of additional information of Neuberger Berman
REGENCY Fund (the "Fund"), a feeder fund that invests in a corresponding series
of the Registrant.
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
Information regarding the Equity Managers Trust ("Trust"), as included
in the SAI, is incorporated herein by reference from the Front Cover Page in the
Spoke's Part B at pages 1-2.
Table of Contents Page
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Fund History.................................................................B-1
Description of the Fund and Its Investments and Risks........................B-2
Management of the Trust......................................................B-2
Control Persons and Principal Holders of Securities..........................B-3
Investment Advisory and Other Services.......................................B-4
Brokerage Allocation and Other Practices.....................................B-5
Capital Stock and Other Securities...........................................B-5
Purchase, Redemption and Pricing of Securities...............................B-6
Taxation of the Trust........................................................B-7
Underwriters.................................................................B-7
Calculation of Performance Data..............................................B-7
Financial Statements.........................................................B-7
ITEM 11. FUND HISTORY.
Neuberger Berman REGENCY Portfolio, (the "Portfolio") is a series of the
Trust, which 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 March 18, 1994.
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ITEM 12. DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS.
The Trust is a diversified, no-load, open-end management investment
company. Part A contains basic information about the principal investment
strategies and risks of the Portfolio. This section supplements the discussion
in Part A of the investment strategies and risks of the Portfolio.
Further information on the Portfolio's investment strategies and risks
and fundamental and non-fundamental policies and/or investment limitations,
temporary defensive positions and portfolio turnover, as well as other
information on the Portfolio's investment program, is incorporated herein by
reference from the section entitled "Investment Information" in the Spoke's Part
B (in particular, the introduction thereto and the subsections entitled
"Investment Policies and Limitations" at pages 1-5; "Temporary Defensive
Position" at page 5; "Investment Insight" at pages 4-6; "Additional Investment
Information" at pages 6-20; "Certain Risk Considerations" at page 22 and
"Portfolio Transactions - Portfolio Turnover" at page 47 in the Spoke's Part B
are also incorporated herein by reference.
ITEM 13. MANAGEMENT OF THE TRUST.
Information about the Trustees and officers of the Trust, and their
roles in management of the Trust and other Neuberger Berman Funds(R), is
incorporated herein by reference from the section entitled "Trustees and
Officers" in the Spoke's Part B at pages 22-29.
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
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<TABLE>
<CAPTION>
TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 8/31/98
Total Compensation from
Aggregate Investment Companies in the
Name and Position Compensation Neuberger Berman Fund
with the Trust from the Trust Complex Paid to Trustees
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<S> <C> <C>
Faith Colish $ 24,151 $ 84,500
Trustee (5 other investment companies)
Stanley Egener $ 0 $ 0
Chairman of the Board, Chief (9 other investment companies)
Executive Officer, and Trustee
Howard A. Mileaf $ 24,651 $ 52,000
Trustee (4 other investment companies)
Edward I. O'Brien $ 25,451 $ 51,750
Trustee (3 other investment companies)
John T. Patterson, Jr. $ 26,201 $ 55,750
Trustee (4 other investment companies)
John P. Rosenthal $ 22,276 $ 47,750
Trustee (4 other investment companies)
Cornelius T. Ryan $ 23,951 $ 48,750
Trustee (3 other investment companies)
Gustave H. Shubert $ 23,701 $ 48,250
Trustee (3 other investment companies)
Lawrence Zicklin $ 0 $ 0
President and Trustee (5 other investment companies)
</TABLE>
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of April 30, 1999, no person could be deemed to control the
Portfolio.
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Equity Funds and Equity Trust have informed the Trust that, in most
cases where they are requested to vote on matters pertaining to the Portfolio,
they will solicit proxies from their shareholders and will vote their interest
in the Portfolio in proportion to the votes cast by their shareholders. It is
anticipated that any other registered investment company investing in the
Portfolio will follow the same or a similar practice. Equity Funds and Equity
Trust are business trusts organized under the laws of Delaware. The address of
each is 605 Third Avenue, 2nd Floor, New York, New York, 10158-0180.
ITEM 15. INVESTMENT ADVISORY AND OTHER SERVICES.
Information on the investment management and other services provided to
the Portfolio is incorporated herein by reference from the sections entitled
"Investment Management and Administration Services" at pages 28-33, "Trustees
and Officers" at pages 22-29, "Custodian and Transfer Agent" at page 50,
"Independent Accountants" at page 50, and "Legal Counsel" at page 50 in the
Spoke's Part B. The following list identifies the specific sections and
subsections in the Spoke's Part B under which the information required by Item
15 of Form N-1A may be found; each listed section is incorporated herein by
reference.
B-4
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Incorporated by Reference from the
Form N-1A Item No. Following Section of Spoke's Part B
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Item 15(a) Investment Management and Administration Services:
Investment Manager and Administrator, Sub-Adviser, and
Management and Control of NB Management; Trustees and
Officers
Item 15(b) Not applicable
Item 15(c) Not applicable
Item 15(d) Not applicable
Item 15(e) Not applicable
Item 15(f) Not applicable
Item 15(g) Not applicable
Item 15(h) Investment Management and Administration Services;
Custodian and Transfer Agent; Independent Auditors/
Accountants
The Trust's placement agent is NB Management. Its principal business
address is 605 Third Avenue, New York, NY 10158-0180. NB Management receives no
compensation for serving as the Trust's placement agent.
ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES.
A description of the Portfolio's brokerage allocation and other
practices is incorporated herein by reference from the section entitled
"Portfolio Transactions" at pages 44-47 in the Spoke's Part B.
ITEM 17. CAPITAL STOCK AND OTHER SECURITIES.
The Trust issues shares of beneficial interest. 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.
Each investor in the Portfolio is entitled to vote in proportion to the
amount of its investment therein. Investors in the Portfolio and other series of
the Trust 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).
B-5
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One or more series of the Trust 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 the Portfolio) request in writing a meeting of investors in the
Trust (or the 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 in such
amount as the Trustees deem adequate 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
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. See Part A, Item 6 for information about restrictions on
transferability of shares.
ITEM 18. PURCHASE, REDEMPTION AND PRICING OF SECURITIES.
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 Item 7 in Part A. Information about
the Portfolio's share prices and net asset value is incorporated herein by
reference to the section entitled "Share Prices and Net Asset Value" in the
Spoke's Part B at pages 34-35.
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ITEM 19. TAXATION OF THE TRUST.
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 at pages 41-43, substituting for "Fund"
whenever used therein either "investor in the Portfolio" or "RIC investor"
(I.E., an investor in the Portfolio that intends to qualify as a regulated
investment company ("RIC") for federal income tax purposes), as the context
requires.
ITEM 20. UNDERWRITERS.
NB 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 on a "best efforts" basis. NB Management receives no
compensation for such placement agent services. Beneficial interests in the
Portfolio are issued continuously.
ITEM 21. CALCULATION OF PERFORMANCE DATA.
Not applicable.
ITEM 22. FINANCIAL STATEMENTS.
Not applicable.
B-7
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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-8
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EQUITY MANAGERS TRUST
PART C
OTHER INFORMATION
Responses to Item 23(e) and (i)-(k) have been omitted pursuant to
paragraph B(2)(b) of the General Instructions to Form N-1A.
ITEM 23. EXHIBITS.
Exhibit Description
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(a) Articles of Incorporation.
(1) 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.
(2) 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.
(b) By-Laws.
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.
(c) Instruments Defining Rights of Security Holders.
(1) 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.
(2) 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.
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Exhibit Description
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(d) Investment Advisory Contracts.
(1) (i) Management Agreement between Equity Managers
Trust and Neuberger Berman Management Inc.
Incorporated by Reference to Post-Effective
Amendment No. 70 to Registration Statement of
Neuberger Berman Equity Funds, File Nos.
2-11357 and 811-582, EDGAR Accession No.
0000898432-95-000314.
(ii) Schedule A - Series of Equity Managers Trust
Currently Subject to the Management Agreement.
Incorporated by Reference to Post-Effective
Amendment No. 84 to Registration Statement of
Neuberger Berman Equity Funds, File Nos.
2-11357 and 811-582, EDGAR Accession No.
0000898432-99-000547.
(iii) Schedule B - Schedule of Compensation Under the
Management Agreement. Incorporated by Reference
to Post-Effective Amendment No. 84 to
Registration Statement of Neuberger Berman
Equity Funds, File Nos. 2-11357 and 811-582,
EDGAR Accession No. 0000898432-99-000547.
(2) (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. 84 to Registration
Statement of Neuberger Berman Equity Funds,
File Nos. 2-11357 and 811-582, EDGAR Accession
No. 0000898432-99-000547.
C-2
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Exhibit Description
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(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.
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodian Agreements.
(1) 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.
(2) 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.
(3) 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.
(h) Other Material Contracts. 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.
(l) Initial Capital Agreements. None.
(m) Rule 12b-1 Plan. None.
(n) Financial Data Schedules. None.
(o) Rule 18f-3 Plan. None.
C-3
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ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
No person is controlled by or under common control with the Registrant.
ITEM 25. INDEMNIFICATION.
A New York trust may provide in its governing instrument for
indemnification of its officers and trustees from and against all claims and
demands whatsoever. Article V, Section 5.4 of the Declaration of Trust provides
that the Registrant shall indemnify, to the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended (the "1940 Act")),
each trustee, officer, employee, agent or independent contractor (except in the
case of an agent or independent contractor to the extent expressly provided by
written contract) of the Registrant (including any individual, corporation,
partnership, trust, association, joint venture or other entities, whether or not
legal entities, and governments and agencies and political subdivision thereof
("Person"), who serves at the Registrant's request as a director, officer or
trustee of another organization in which the Registrant has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by such Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such Person may be involved or
with which such Person may be threatened, while in office or thereafter, by
reason of such Person being or having been such a trustee, officer, employee,
agent or independent contractor, except with respect to any matter as to which
such Person shall have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of such Person's duties,
such liabilities and expenses being liabilities only of the series out of which
such claim for indemnification arises; provided, however, that as to any matter
disposed of by a compromise payment by such Person, pursuant to a consent decree
or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's
office: (i) by the court or other body approving the settlement or other
disposition; or (ii) based upon a review of readily available facts (as opposed
to a full trial-type inquiry), by written opinion from independent legal counsel
approved by the trustees; or (iii) by a majority of the trustees who are neither
"interested persons" (as defined in the 1940 Act) of the Registrant nor parties
to the matter, based upon a review of readily available facts (as opposed to a
full trial-type inquiry). The rights accruing to any Person under these
provisions shall not exclude any other right to which such Person may be
lawfully entitled; provided that no Person may satisfy any right of indemnity or
reimbursement granted in the Registrant's Declaration of Trust or to which such
Person may be otherwise entitled except out of the Trust Property (as defined in
the Declaration of Trust). The rights of indemnification provided herein may be
insured against by policies maintained by the Registrant. The trustees may make
advance payments in connection with this indemnification, provided that the
indemnified Person shall have given a written undertaking to reimburse the
Registrant in the event it is subsequently determined that such Person is not
entitled to such indemnification, and provided further that either: (i) such
Person shall have provided appropriate security for such undertaking; or (ii)
the Registrant is insured against losses arising out of any such advance
payments; or (iii) either a majority of the trustees who are neither "interested
persons" (as defined in the 1940 Act) of the Registrant nor parties to the
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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 ("NB Management") provides that neither
NB Management nor any director, officer or employee of NB Management performing
services for the series of the Registrant at the direction or request of NB
Management in connection with NB 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 NB Management against any liability to the Registrant or any
series thereof or its holders to which NB Management would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of NB Management's duties, or by reason of NB Management's reckless
disregard of its obligations and duties under the agreement, or (ii) to protect
any director, officer or employee of NB 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
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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 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.
Information as to any other business, profession, vocation or employment
of a substantial nature in which each director or officer of NB Management and
each principal of 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 Post-Effective Amendment No. 84 to the Registration
Statement on Form N-1A of Neuberger Berman Equity Funds (1940 Act File No.
811-582, EDGAR Accession No. 0000898432-99-000547.), as filed with the
Securities and Exchange Commission on April 30, 1999.
ITEM 27. PRINCIPAL UNDERWRITERS.
Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act 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 29. MANAGEMENT SERVICES.
Other than as set forth in Parts A and B of this Registration Statement,
the Registrant is not a party to any management-related service contract.
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ITEM 30. 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. 11 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 28th day of April, 1999.
EQUITY MANAGERS TRUST
By /s/ Stanley Egener
Stanley Egener
Chairman
<PAGE>
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<CAPTION>
EQUITY MANAGERS TRUST
REGISTRATION STATEMENT ON FORM N-1A
INDEX TO EXHIBITS
Sequentially
Exhibit Description Numbered Page
------- --------------------------------- -------------
<S><C> <C> <C>
(a) Articles of Incorporation.
(1) 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.
(2) Schedule B - Current Series 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) By-Laws.
By-laws of Equity Managers Trust. Incorporated by N.A.
Reference to Amendment No. 5 to Registrant's
Registration Statement, File No. 811-7910, EDGAR
Accession No. 0000898432-95-000460.
(c) Instruments Defining Rights of Security Holders.
(1) Declaration of Trust of Equity Managers Trust, N.A.
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.
(2) By-laws of Equity Managers Trust, Articles V, N.A.
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.
<PAGE>
Sequentially
Exhibit Description Numbered Page
------- --------------------------------- -------------
(d) Investment Advisory Contracts.
(1) (i) Management Agreement between Equity N.A.
Managers Trust and Neuberger Berman
Management Inc. Incorporated by
Reference to Post-Effective Amendment
No. 70 to Registration Statement of
Neuberger Berman Equity Funds, File
Nos. 2-11357 and 811-582, EDGAR
Accession No. 0000898432-95-000314.
(ii) Schedule A - Series of Equity Managers N.A.
Trust Currently Subject to the
Management Agreement. Incorporated by
Reference to Post-Effective Amendment
No. 84 to Registration Statement of
Neuberger Berman Equity Funds, File
Nos. 2-11357 and 811-582, EDGAR
Accession No. 000089843299-000547.
(iii) Schedule B - Schedule of Compensation N.A.
Under the Management Agreement.
Incorporated by Reference to
Post-Effective Amendment No. 84 to
Registration Statement of Neuberger
Berman Equity Funds, File Nos. 2-11357
and 811-582, EDGAR Accession No.
0000898432-99-000547.
(2) (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.
<PAGE>
Sequentially
Exhibit Description Numbered Page
------- --------------------------------- -------------
(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. 84 to Registration
Statement of Neuberger Berman Equity
Funds, File Nos. 2-11357 and 811-582,
EDGAR Accession No.
0000898432-99-000547.
(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.
(f) Bonus or Profit Sharing Contracts. None. N.A.
(g) Custodian Agreements.
(1) Custodian Contract Between Equity Managers N.A.
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.
(2) 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.
(3) Schedule of Compensation under the Custodian N.A.
Contract. Incorporated by Reference to
Amendment No. 7 to Registrant's Registration
Statement, File No. 811-7910, Edgar Accession
No. 0000898432-96-000557.
<PAGE>
Sequentially
Exhibit Description Numbered Page
------- --------------------------------- -------------
(h) Other Material Contracts.
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.
(l) Initial Capital Agreements. None. N.A.
(m) Rule 12b-1 Plan. None. N.A.
(n) Financial Data Schedules.. None. N.A.
(o) Rule 18f-3 Plan. None. N.A.
</TABLE>
