NEUBERGER BERMAN EQUITY ASSETS
N-30D, 1999-04-26
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                                                        [NEUBERGER BERMAN LOGO]

Neuberger Berman
EQUITY ASSETS-Registered Trademark-

                                  SEMI-ANNUAL REPORT
                                  FEBRUARY 28, 1999

Focus Assets
Genesis Assets
Guardian Assets
Manhattan Assets
Partners Assets

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TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
<S>                                               <C>
    THE FUNDS
 
    CHAIRMAN'S LETTER                              A-4
 
    PORTFOLIO COMMENTARY
Focus Assets                                       A-5
Genesis Assets                                     A-8
Guardian Assets                                   A-11
Manhattan Assets                                  A-14
Partners Assets                                   A-17
 
    PERFORMANCE HIGHLIGHTS                         B-1
 
    FINANCIAL STATEMENTS                           B-4
 
    FINANCIAL HIGHLIGHTS
      PER SHARE DATA
Focus Assets                                      B-14
Genesis Assets                                    B-15
Guardian Assets                                   B-16
Manhattan Assets                                  B-17
Partners Assets                                   B-18
 
    THE PORTFOLIOS
 
    SCHEDULE OF INVESTMENTS
      TOP TEN EQUITY HOLDINGS
Focus Portfolio                                    C-1
Genesis Portfolio                                  C-3
Guardian Portfolio                                 C-7
Manhattan Portfolio                               C-10
Partners Portfolio                                C-13
 
    FINANCIAL STATEMENTS                          C-18
 
    FINANCIAL HIGHLIGHTS
Focus Portfolio                                   C-32
Genesis Portfolio                                 C-33
Guardian Portfolio                                C-34
Manhattan Portfolio                               C-35
Partners Portfolio                                C-36
 
    OTHER INFORMATION
Directory/Officers and Trustees                    D-1
</TABLE>
 
                                      A-3
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CHAIRMAN'S LETTER                                                 April 16, 1999
 
Dear Fellow Shareholder,
  The first half of fiscal 1999 was the best of times and worst of times for
equities investors. In September 1998, the first month of this reporting period,
global economic and financial market turmoil sent stocks plummeting. Then, with
three waves of interest rate cuts, Federal Reserve Chairman Alan Greenspan
seemed to make the market's problems disappear and stocks surged back to record
highs. However, not all stocks participated equally in the market recovery.
Growth stocks performed significantly better than value stocks across the market
capitalization spectrum, and large-cap stocks, in general, outperformed mid- and
small-cap stocks. These short-term performance trends are reflected in the
varying returns achieved by our different funds this time period.
  No one knows what the market has in store for us in the future or which
investment style or capitalization sector will be most productive. That's why we
believe prudent investors should diversify, rather than put all or most of their
eggs in whatever style/capitalization portfolio has produced the most generous
recent returns. That means making and maintaining positions in current laggards
as well as current leaders.
  In closing, at Neuberger Berman, we are dedicated to offering quality funds
managed by talented and experienced investors, not rushing to market with the
latest "hot" product. We are proud of the long-term, solid performance of our
family of investment products and are confident that our disciplined approach
will keep us focused on the long-term potential of our funds. To that end, we
try to look beyond day-to-day market volatility and not overreact to short-term
events, which could negatively impact our funds. We believe this strategy has
benefited our shareholders in the past and will continue to do so in the years
to come.
 
Sincerely,
 
/s/ Stanley Egener
 
Stanley Egener
Chairman of the Board
Neuberger Berman Equity Assets
 
                                      A-4
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PORTFOLIO COMMENTARY
Neuberger Berman
- ----------------------------------------------------------------------
          Focus Assets
 
   PORTFOLIO MANAGER KENT SIMONS EMPLOYS A BOTTOM-UP STOCK SELECTION PROCESS
   SEEKING HIGH-QUALITY COMPANIES TRADING AT DISCOUNTED VALUATIONS. IDEALLY,
   PORTFOLIO HOLDINGS HAVE ABOVE MARKET AVERAGE EARNINGS GROWTH AND TRADE AT
   BELOW MARKET AVERAGE PRICE/EARNINGS MULTIPLES. AS THE NAME IMPLIES, THE
   FOCUS PORTFOLIO IS MORE CONCENTRATED THAN OUR OTHER EQUITY FUNDS,
   GENERALLY HOLDING 60 STOCKS OR LESS, WITH THE TEN LARGEST POSITIONS
   REPRESENTING A SIGNIFICANT PORTION OF PORTFOLIO ASSETS.
 
  For the six-month period ended February 28, 1999, Focus Assets gained 41.73%
versus the Standard & Poor's 500 Index's 30.32% return (see page B-1 for average
annual total returns through March 31, 1999).*
  The same industry groups and many of the same stocks that restrained
performance in the early part of last year rebounded during the six-month
reporting period and posted strong gains -- rewarding our patience and, once
again, validating our thesis that owning high-quality companies at discounted
valuations is a productive long-term investment strategy. Our two largest
industry group commitments, financial services and technology, which represent a
total of approximately 36% of the portfolio assets, performed well during the
past six months. In fact, all five of the portfolio's largest holdings are
within these two groups, and, on average, they appreciated more than 40%.
  Within financial services, the portfolio's holdings rebounded after
experiencing severe pressure following the Russian default in August, an event
that Wall Street quickly characterized as a crisis. Aided considerably by three
interest rate cuts by the Federal Reserve last fall, this "crisis" did not, in
fact, materialize, and the stocks returned to their prior, and in our opinion,
more normal valuations. It is worth noting that during the turmoil in the
financial markets last summer, the actual businesses of our financial holdings
held up quite well. One of our basic assumptions when we established our core
positions in Citigroup, Chase Manhattan and Morgan Stanley Dean Witter was that
over time, we believed these firms would increase their market share because of
their product breadth, financial strength and superior management. This, in
fact, proved to be the case during last summer's turmoil.
 
                                      A-5
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          Focus Assets (Cont'd)
 
  Moreover, the long-term case for our positions in financial services remains
very much intact. Demographics in the United States point to increased savings
and investment as baby boomers prepare for retirement. In addition, we expect to
see accelerated investment banking activity overseas as the rest of the world
follows the U.S. model and more corporate assets come under public ownership. To
make the most of an opportunity, we believe a firm needs to have an
institutional and retail presence, a global reach, and a strong balance sheet.
Our core holdings -- Citigroup, Chase and Morgan Stanley -- meet these criteria.
  Our technology holdings posted good gains during this reporting period -- in
aggregate, up more than 70%. These attractive returns did not come from high
multiple market favorites like Intel, Microsoft, Dell Computer or Lucent
Technologies -- all great companies, but well out of the value range. Our gains
came from high-quality, but previously out-of-favor companies like Applied
Materials and KLA-Tencor, both of which are semi-conductor equipment
manufacturers, as well as Texas Instruments, a leading maker of digital service
providers (DSP), and software companies Oracle and Rational Software.
  Of course, we did have some disappointments during this reporting period, both
on a negative return and opportunity-lost basis. The stock price of Sierra
Health Services, one of our health care positions, declined during this period.
In hindsight, it appears our sale of Merrill Lynch during this period was
premature. In our opinion, Morgan Stanley Dean Witter emerged from the third
quarter 1998 global financial debacle looking healthier than Merrill, which had
suffered substantial trading losses. While Merrill was laying off workers,
Morgan Stanley Dean Witter was using its excess capital to repurchase shares.
Since our earnings projections for both companies were virtually identical and
Merrill was trading up to 20% higher than Morgan Stanley Dean Witter, we decided
to sell Merrill and add to our Morgan Stanley Dean Witter position.
  In closing, I want to stress a few things about our approach and focused
portfolios in general. First, we take substantial positions in
 
                                      A-6
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          Focus Assets (Cont'd)
industry groups, not because we are making top-down macro-economic judgments,
but rather because that is where we find the most compelling investment values.
Secondly, although over the short term, our more concentrated portfolio will
most likely be more volatile than a more widely diversified fund, this does not
necessarily reflect volatile operating results for our portfolio companies. In
the recently released Morgan Stanley Dean Witter 1998 Annual Report, the
Chairman expresses his puzzlement over the wide swings in the company's stock
price during a period in which revenues and profits held steady. Unfortunately,
short-term stock price volatility is something we may all have to endure. Longer
term, we believe quality companies that can consistently grow revenues and
earnings will provide good returns. Finally, contrary to today's conventional
wisdom, you don't always have to pay up for great companies. The fact that our
portfolio has a price/earnings ratio lower than the S&P 500 with above market
average projected earnings growth (by Institutional Brokers Estimate System),
demonstrates that you can buy some very good companies at reasonable valuations.
 
Sincerely,
 
/s/ Kent Simons
 
Kent Simons
PORTFOLIO MANAGER
 
*The S&P 500 Index is an unmanaged index generally considered to be
 representative of stock market activity. Please note that indices do not take
 into account any fees and expenses of investing in the individual securities
 that they track, and that individuals cannot invest directly in any index. Data
 about the performance of this index are prepared or obtained by Neuberger
 Berman Management Inc. ("NBMI") and include reinvestment of all dividends and
 capital gain distributions. The Portfolio invests in many securities not
 included in the above-described index.
 The composition, industries and holdings of the Portfolio are subject to
 change. No single holding of Focus Portfolio makes up more than a small
 fraction of the Portfolio's total assets.
 While the value-oriented approach is intended to limit risks, the
 Portfolio -- with its concentration in sectors -- may be more greatly affected
 by any single economic, political or regulatory development than a more
 diversified mutual fund.
 Please remember that past performance is not indicative of future results.
 
                                      A-7
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PORTFOLIO COMMENTARY
Neuberger Berman
- ----------------------------------------------------------------------
          Genesis Assets
 
   PORTFOLIO CO-MANAGERS JUDITH VALE AND ROBERT D'ALELIO FOCUS ON
   "EASY-TO-UNDERSTAND" COMPANIES IN THE LESS GLAMOROUS SECTORS OF THE
   SMALL-CAPITALIZATION STOCK UNIVERSE. BY AVOIDING THE CUTTING-EDGE
   TECHNOLOGY COMPANIES THAT ATTRACT SO MUCH SPECULATIVE ATTENTION IN THE
   SMALL-CAP MARKET, THEY ARE BETTER ABLE TO IDENTIFY FUNDAMENTALLY
   UNDERVALUED STOCKS WITH EXCEPTIONAL GROWTH POTENTIAL. THIS VALUE-ORIENTED
   APPROACH TO SMALL-CAP INVESTING TRANSLATES INTO A PORTFOLIO WITH FAVORABLE
   RISK/REWARD CHARACTERISTICS.
 
  For the six-month period ended February 28, 1999, Genesis Assets gained 7.19%
versus the Russell 2000 Index's 16.79% return (see page B-1 for average annual
total returns through March 31, 1999).*
  The Genesis portfolio's lagging performance, relative to its benchmark, is
largely explained by the small-cap market's strong bias to growth during this
reporting period. To further illustrate this point, we'd like to point out that
the Russell 2000 Growth Index gained 29.28% over the last six months, compared
to the Russell 2000 Value Index's considerably more modest 4.93% return.*
  Three Federal Reserve interest rate cuts last fall seemed to inspire small-cap
investors to throw caution to the wind and bid up the most attractive stocks in
the small-cap growth arena, most notably the already richly-valued Internet
group. The more mundane, but in our view, much more attractively priced
small-cap stocks, languished. In general, our holdings posted relatively good
earnings gains -- meeting or exceeding our expectations. However, investors just
didn't seem to notice or care. Only time will tell whether paying sky-high
multiples to earnings -- in those instances where earnings even exist -- will
continue to be productive. Our feeling is that many of the most sensational
small-cap performers during this reporting period will have a very hard time
meeting investors' increasingly grandiose expectations. If earnings realities
fail to live up to current fantasies, small-cap speculators will likely get
burned.
  On an absolute and relative basis, our best returns during this reporting
period came from the consumer staples sector, highlighted by strong gains for
Brinker International, Church & Dwight, and First Brands, which was acquired by
Clorox. The First Brands/Clorox deal illustrates a trend in the market that we
believe will ultimately breathe more life into undervalued small-cap stocks.
These two companies are
 
                                      A-8
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          Genesis Assets (Cont'd)
in similar businesses and have comparable earnings growth rates. Clorox, which
at the time of the acquisition was trading at around 33 times earnings, was able
to use its richly-valued stock to pay a 100% premium for First Brands, which
prior to the announcement of the deal, was trading at just 13 times earnings. If
you combine the earnings of both companies, the deal was particularly attractive
for Clorox, even before factoring in very large potential cost savings. We've
since sold our position in Clorox and taken profits; however, we believe going
forward, more and more richly-valued, large-cap companies will use their stock
as currency to buy smaller undervalued companies within their own industries.
This should eventually lead to increased investor recognition for small-cap
stocks.
  As a group, our consumer cyclical investments also performed well, with stocks
like 99 Cents Only Stores, Black Box Corp, and St. John Knits all posting strong
gains. In addition, our financial holdings, in particular, small regional banks,
consumer credit companies, and insurers, contributed positive returns for the
portfolio.
  On the negative side, our energy investments continued to disappoint during
the six-month period. However, we are still overweighted in energy, primarily in
small oil services companies, because we believe we see light at the end of what
has been a dark tunnel for these stocks. In our view, oil prices are creeping
higher and non-OPEC supply is being depleted. In addition, we believe global
demand should pick up as Asian economies recover. When combined, these factors
seem to us to point to renewed drilling activity and a potential profit recovery
for small oil services companies. As a result, we see a lot of upside potential
for these severely depressed stocks.
  While our over-weighting in small utilities companies helped us during the
sharp market decline in September, since then, our utilities holdings have been
ho-hum performers. That's because small-cap investors have tended to focus on
faster-growth industries. We continue to believe the utilities sector presents a
great store of value, and are optimistic that the opportunities in this area
will surface via accelerating cost driven consolidation in this newly
deregulated industry. Our "low voltage" technology investments have also
languished. In general, these portfolio companies have legitimate high teens/low
twenties earnings
 
                                      A-9
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          Genesis Assets (Cont'd)
growth rates. But, that hasn't been exciting enough for tech investors, who have
been willing to pay up for companies with faster earnings growth potential.
  Like most small-cap investors, we are somewhat dismayed that much more
richly-valued, large-cap stocks continue to outperform what we view as much
better fundamental bargains in the small-cap sector. It is not unusual for
small-cap stocks to underperform large-caps for extended periods of time. These
periods have been followed by briefer periods in which small caps
outperformed -- often by a wide margin. While it is impossible to predict
precisely when this performance tide will turn, we believe it tends to happen
when everyone least expects it to. Who would have known that at the end of
1990 -- a terrible year for small-cap stocks -- they would come roaring back and
outperform large caps by nearly 50% over the next three years? We will remain
patient and dedicated to uncovering quality small-cap companies that are trading
at reasonable valuations. When small-cap stocks reassert themselves, we believe
the Genesis portfolio is well positioned to benefit.
 
Sincerely,
 
/s/ Judity Vale      /s/ Robert D'Alelio
 
Judith Vale and Robert D'Alelio
PORTFOLIO CO-MANAGERS
 
*The Russell 2000-Registered Trademark- Index is an unmanaged index consisting
 of securities of the 2,000 issuers having the smallest capitalization in the
 Russell 3000-Registered Trademark- Index, representing approximately 11% of the
 Russell 3000 total market capitalization. The smallest company's market
 capitalization is roughly $222 million. The Russell 2000-Registered Trademark-
 Growth Index measures the performance of those Russell
 2000-Registered Trademark- Index companies with higher price-to-book ratios and
 higher forecasted growth values. The Russell 2000-Registered Trademark- Value
 Index measures the performance of those Russell 2000-Registered Trademark-
 Index companies with lower price-to-book ratios and lower forecasted growth
 values. Please note that indices do not take into account any fees and expenses
 of investing in the individual securities that they track, and that individuals
 cannot invest directly in any index. Data about the performance of these
 indices are prepared or obtained by Neuberger Berman Management Inc. ("NBMI")
 and include reinvestment of all dividends and capital gain distributions. The
 Portfolio invests in many securities not included in the above-described
 indices.
 The composition, industries and holdings of the Portfolio are subject to
 change. Genesis Portfolio is invested in a wide array of stocks and no single
 holding makes up more than a small fraction of the Portfolio's total assets.
 THE RISKS INVOLVED IN SEEKING CAPITAL APPRECIATION FROM INVESTMENTS PRIMARILY
 IN COMPANIES WITH SMALL MARKET CAPITALIZATIONS ARE SET FORTH IN THE PROSPECTUS.
 Please remember that past performance is not indicative of future results.
 
                                      A-10
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PORTFOLIO COMMENTARY
Neuberger Berman
- ----------------------------------------------------------------------
          Guardian Assets
 
   PORTFOLIO CO-MANAGERS KEVIN RISEN AND RICK WHITE FOCUS ON "FIRST-RATE"
   COMPANIES IN INDUSTRIES THAT ARE CURRENTLY OUT OF FAVOR. RECOGNIZING THAT
   "CHEAP" STOCKS ARE NOT NECESSARILY UNDERVALUED, THEY SEEK WELL-MANAGED,
   FINANCIALLY SOUND COMPANIES TRADING AT FUNDAMENTALLY ATTRACTIVE PRICES
   RELATIVE TO THEIR LONG-TERM EARNINGS GROWTH POTENTIAL. BY CONCENTRATING
   THE PORTFOLIO IN HIGH-QUALITY WALL STREET "ORPHANS," THE PORTFOLIO
   MANAGEMENT TEAM ATTEMPTS TO CONSISTENTLY TAKE ADVANTAGE OF OPPORTUNITIES
   CREATED BY INVESTORS' OVERREACTION TO REAL OR PERCEIVED PROBLEMS.
 
  For the six-month period ended February 28, 1999, Guardian Assets gained
24.14% versus the Russell 1000 Value Index's 22.53% advance and the Standard &
Poor's 500 Index's 30.32% return (see page B-1 for average annual total returns
through March 31, 1999).*
  We are pleased to report that the Guardian portfolio materially outperformed
the Russell 1000 Value Index in first half fiscal 1999. We achieved such
competitive results versus the S&P 500 during a period in which growth continued
to outperform value. In fact, for the five-month period beginning at the end of
September (a particularly difficult month for value stocks and our portfolio),
we actually outperformed the S&P 500.
  A lot of the good things, and some of the not so good things, that happened to
the portfolio in first half fiscal 1999 can be traced back to the events of late
summer/early fall 1998. Ongoing economic turmoil in Southeast Asia, the Russian
debt default, and the well-publicized problems of highly leveraged hedge funds
culminated in a swift and merciless market decline in September. The basic
materials, capital goods, energy, financial services, and technology sectors all
fell sharply in response to global economic and financial market turmoil. During
this chaos, we were in the process of restructuring the portfolio -- both in
terms of choosing the stocks we wanted to keep and those we wanted to discard,
as well as taking steps to further diversify the portfolio. We didn't escape the
September market massacre unscathed, but, in our opinion, the decisions we made
during those trying times have generally worked in our favor.
  In the technology sector, we elected to own shares in out-of-favor
semi-conductor equipment manufacturers like Applied Materials,
 
                                      A-11
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          Guardian Assets (Cont'd)
KLA-Tencor, and Teradyne, all of which posted 100% plus gains during this
six-month reporting period. We also stayed with Micron Technology, Sun
Microsystems and Texas Instruments, companies that rewarded our patience with
large gains. In addition, we've gradually reduced positions in some of the big
winners in the portfolio and have recently been moving into larger, more
diversified technology companies like IBM and Xerox. These companies are less
cyclical because they serve many different industries, and in our opinion, they
have better valuation support at current prices.
  In the financial services sector, our best returns in this reporting period
came from two money center banks, Citigroup and Chase Manhattan, as well as
Morgan Stanley Dean Witter, a blue chip broker/ asset manager. While the bulk of
Citigroup's positive performance surfaced after the merger with Travelers Group,
in our view, all of these companies were substantially undervalued after sharp
declines in late summer/early fall 1998. Because these stocks are no longer
quite as inexpensive, we have been reducing our positions there. Instead, we
have been gravitating to domestic financial services franchises that we find
more fundamentally appealing, primarily because their fortunes are not directly
linked to the relative health of the global capital and credit markets. Such
examples include banks, like Banc One and Wells Fargo, whose operations are
concentrated in the U.S., and consumer finance companies such as Associates
First Capital Corp., which we expect to benefit from ongoing strength in
consumer spending in the U.S.
  Although the portfolio has been underweighted in communications services and
energy, both groups contributed to six-month positive returns. In addition to
reaping positive returns from our holdings in MCI Worldcom, the portfolio got a
big lift when AirTouch agreed to be acquired by Vodaphone. Recently, we have
established a small position in AT&T. We would like to own more
telecommunications stocks, but we won't stretch our value parameters to do so.
Our decision back in September to trade out of oil services companies and into
larger, more financially robust international oils helped us generate attractive
returns in a sector that posted only modest gains.
  On the other hand, several stocks we chose to hold have not recovered much of
the ground lost in September. For example, our basic
 
                                      A-12
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          Guardian Assets (Cont'd)
materials and capital goods investments have languished. With global economic
weakness continuing to restrain commodities prices and capital goods spending,
we are taking another hard look at stocks in these sectors. We think these
stocks have valuation support at current prices, but we would like to see more
evidence of a potential turnaround in the form of firming commodities prices and
increased capital goods spending. In addition, we were disappointed in our
airline holdings and believe we may have already seen peak earnings for this
cycle. However, we think the industry is now somewhat less cyclical than it was
in the past and with current airline valuations very depressed, we are inclined
to remain patient with our current positions.
  In closing, we are pleased with the portfolio's impressive performance
compared to the Russell 1000 Value Index and competitive performance relative to
the S&P 500. We believe most of the decisions we made in September 1998,
following a very difficult period for the portfolio, have worked in
shareholders' favor. Looking ahead, we believe Guardian has the potential to
generate more consistent returns with less risk and lower volatility.
 
Sincerely,
 
/s/ Kevin Risen           /s/ Rick White
 
Kevin Risen and Rick White
PORTFOLIO CO-MANAGERS
 
*The S&P 500 Index is an unmanaged index generally considered to be
 representative of stock market activity. The Russell 1000-Registered Trademark-
 Index measures the performance of the 1,000 largest companies in the Russell
 3000-Registered Trademark- Index (which measures the performance of the 3,000
 largest U.S. companies based on total market capitalization). The Russell 1000
 Index represents approximately 89% of the total market capitalization of the
 Russell 3000 Index. The Russell 1000-Registered Trademark- Value Index measures
 the performance of those Russell 1000 companies with lower price-to-book ratios
 and lower forecasted growth values. Please note that indices do not take into
 account any fees and expenses of investing in the individual securities that
 they track, and that individuals cannot invest directly in any index. Data
 about the performance of these indices are prepared or obtained by Neuberger
 Berman Management Inc. ("NBMI") and include reinvestment of all dividends and
 capital gain distributions. The Portfolio invests in many securities not
 included in the above-described indices.
 
 The composition, industries and holdings of the Portfolio are subject to
 change. Guardian Portfolio is invested in a wide array of stocks and no single
 holding makes up more than a small fraction of the Portfolio's total assets.
 
 Please remember that past performance is not indicative of future results.
 
                                      A-13
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PORTFOLIO COMMENTARY
Neuberger Berman
- ----------------------------------------------------------------------
          Manhattan Assets
 
   PORTFOLIO CO-MANAGERS JENNIFER SILVER AND BROOKE COBB LOVE
   SURPRISES -- POSITIVE EARNINGS SURPRISES THAT IS. THEIR RESEARCH REVEALS
   THAT THE STOCKS OF COMPANIES CONSISTENTLY EXCEEDING CONSENSUS EARNINGS
   ESTIMATES HAVE TENDED TO BE TERRIFIC PERFORMERS. THEY USE A COMPUTER TO
   SCREEN THE MID-CAP GROWTH STOCK UNIVERSE TO ISOLATE STOCKS WHOSE MOST
   RECENT EARNINGS HAVE BEAT THE STREET'S EXPECTATIONS. THEY THEN ROLL UP
   THEIR SLEEVES AND, THROUGH DILIGENT FUNDAMENTAL RESEARCH, STRIVE TO
   IDENTIFY THOSE COMPANIES MOST LIKELY TO RECORD A STRING OF POSITIVE
   EARNINGS SURPRISES. THEIR GOAL IS TO INVEST TODAY IN THE FAST GROWING
   MID-SIZED COMPANIES THAT WILL COMPRISE TOMORROW'S FORTUNE 500.
 
  For the six-month period ending February 28, 1999, Manhattan Assets gained
26.73% versus the Russell Midcap Growth Index's 33.27% return (see page B-1 for
average annual total returns through March 31, 1999).*
  We are pleased with the portfolio's progress in what has been an uneven and
volatile mid-cap stock market. During this six-month reporting period, our
consumer cyclical investments performed quite well, with specialty retailers
Abercrombie & Fitch and Linens 'n Things posting strong gains. Value retailers
also reported strong gains, with companies like Costco, Staples, and TJX leading
the pack. However, the real star of this industry group category was Amazon.com,
which continued to surpass analysts' projections for revenue and earnings
growth.
  Our healthcare investments also buoyed returns. Biogen was the biggest winner
as Avonex, its new drug for the treatment of multiple sclerosis, quickly reached
blockbuster status. As a group, our financial holdings performed well with
broker/dealer Donaldson Lufkin & Jenrette, asset manager Northern Trust, and
State Street, one of the leading custodian/transfer agents for the mutual fund
industry, each gaining more than 40%.
  On the other hand, while returns from our technology holdings were generous on
an absolute basis (in aggregate up 26.8%), they were less impressive than more
aggressive funds that really cashed in on the Internet stock frenzy. Our
approach to the Internet group has been conservative -- we focused on companies
we believed had legitimate earnings growth prospects and staying power. As a
result, we have been modestly overweighted in the group and our selections have
been great
 
                                      A-14
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          Manhattan Assets (Cont'd)
performers, with Infoseek, Yahoo!, and lesser known companies like VERITAS
SOFTWARE and Network Appliance, all gaining more than 100% in this six-month
reporting period. We did miss out on some spectacular short-term gains in some
other ".com" companies which, in our opinion, had more sizzle than substance.
However, we can envision these gains evaporating quickly if reality fails to
live up to the hype surrounding these companies. And, true to our sell
discipline, technology holdings like CBT Group, J.D. Edwards and SmarTalk were
sold during the period because they failed to meet our earnings expectations.
  In addition, some of our investments in capital goods companies were
disappointing. Although our capital goods holdings, as a group, posted modest
gains, earnings continued to be restrained by weak global demand and a lack of
pricing flexibility.
  In terms of indices, the Russell Midcap Growth Index outperformed the S&P 500
Index during the six-month reporting period. However, most of the mid-cap
sector's outperformance occurred during a spirited, but relatively short-lived
rally in November/December 1998. During the first two months of 1999, the S&P
outperformed once again, leaving mid-cap investors wondering just what it takes
to keep up with the large-cap competition.
  We recently conducted a survey of earnings growth and valuations in these two
capitalization sectors. In 1998, S&P 500 earnings advanced 2%. By comparison,
Russell Midcap Index and Russell Midcap Growth Index earnings grew by 8% and
25%, respectively. If you look at earnings growth for these three indices on an
unweighted basis (earnings from all component stocks given equal weighting in
calculating the indices' earnings growth rate), the discrepancy was even
greater. Within that context, S&P 500 earnings were flat, and Russell Midcap and
Russell Midcap Growth earnings grew by 13% and 36%, respectively.
  The results of this survey may seem confusing. In view of these earnings
dynamics, it would appear that the two mid-cap indices should have outperformed
the large-cap benchmark in 1998. In fact, just the opposite occurred -- they
materially lagged the S&P 500. The reason may be that large-cap valuations have
been growing much faster than earnings, which has resulted in even better
relative value in the mid-cap sector. Presently, on a price/sales,
price/earnings, and P/E relative to
 
                                      A-15
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          Manhattan Assets (Cont'd)
earnings growth rate basis, mid-cap stocks are at or near historical lows versus
large-cap stocks. The question then becomes if, and when, this will change.
  One indication of value in the mid-cap sector is increasing merger and
acquisition activities. Over the last six months, four of our portfolio
holdings, Ascend Communications, Sofamor Danek Group, SunAmerica, Inc., and HBO
& Company, have been acquired. A fifth, Level One Communications, is in the
midst of negotiating an acquisition by Intel. It seems that while the investment
public has yet to fully acknowledge value in the mid-cap sector, business buyers
are steadily taking advantage of bargains.
  In closing, the Manhattan portfolio continued to reward shareholders in the
first few months of 1999. We can't predict what will happen over the next six
months, but the portfolio has the critical fundamental
characteristics -- superior earnings growth potential and reasonable valuations
relative to projected earnings growth rates -- that we believe has the potential
to translate into excellent long-term performance.
 
Sincerely,
 
/s/ Jennifer Silver                       /s/ Brooke Cobb
 
Jennifer Silver and Brooke Cobb
PORTFOLIO CO-MANAGERS
 
*The S&P 500 Index is an unmanaged index generally considered to be
 representative of stock market activity. The Russell Midcap-Trademark- Growth
 Index is an unmanaged index which measures the performance of those Russell
 Midcap Index companies with higher price-to-book ratios and higher forecasted
 growth values. The Russell Midcap-Trademark- Index measures the performance of
 the 800 smallest companies in the Russell 1000-Registered Trademark- Index,
 which represents approximately 35% of the total market capitalization of the
 Russell 1000 Index (which in turn, consists of the 1,000 largest US companies,
 based on market capitalization). Please note that indices do not take into
 account any fees and expenses of investing in the individual securities that
 they track, and that individuals cannot invest directly in any index. Data
 about the performance of these indices are prepared or obtained by Neuberger
 Berman Management Inc. ("NBMI") and include reinvestment of all dividends and
 capital gain distributions. The Portfolio invests in many securities not
 included in the above-described indices.
 
 The composition, industries and holdings of the Portfolio are subject to
 change. Manhattan Portfolio is invested in a wide array of stocks and no single
 holding makes up more than a small fraction of the Portfolio's total assets.
 
 Please remember that past performance is not indicative of future results.
 
                                      A-16
<PAGE>
PORTFOLIO COMMENTARY
Neuberger Berman
- ----------------------------------------------------------------------
          Partners Assets
 
   PORTFOLIO CO-MANAGERS MICHAEL KASSEN, ROBERT GENDELMAN AND S. BASU MULLICK
   FOCUS ON OUT-OF-FAVOR LARGE-CAP STOCKS AND MID-SIZED COMPANIES LESS WIDELY
   FOLLOWED BY WALL STREET ANALYSTS. THEY ARE PARTICULARLY PARTIAL TO GROWTH
   STOCKS THAT HAVE EXPERIENCED TEMPORARY SETBACKS, BUT WHOSE LONGER-TERM
   FUNDAMENTAL OUTLOOK REMAINS STRONG. THE PORTFOLIO MANAGEMENT TEAM VIEWS
   STOCKS AS PIECES OF BUSINESSES THEY WOULD LIKE TO OWN RATHER THAN PIECES
   OF PAPER TO TRADE BASED ON SHORT-TERM PRICE FLUCTUATIONS. THE GOAL IS TO
   FIND QUALITY COMPANIES TRADING AT A DISCOUNT TO THEIR INTRINSIC ECONOMIC
   VALUE.
 
  For the six-month period ended February 28, 1999, Partners Assets returned
20.01% versus the Russell 1000 Value Index's 22.53% advance and the S&P 500
Index's 30.32% gain (see page B-1 for average annual total returns through March
31, 1999).*
  During the first half of fiscal 1999, our technology investments performed
particularly well -- in aggregate, up more than 60%. We achieved these strong
returns without owning high price/earnings multiple market darlings like Intel,
Microsoft, Dell Computer, Lucent, or any of the sizzling Internet stocks. Our
focus on high-quality companies like Texas Instruments, Hewlett-Packard and
Northern Telecom, whose multiples are below the market average, validated our
belief that buying quality technology companies at opportunistic prices can
generate attractive risk-adjusted returns.
  Our healthcare positions also performed quite well. Once again, we did not own
the glamour stocks like Merck and Pfizer. Instead, we held smaller, and in our
opinion, much more reasonably valued drug companies like ALZA, Biogen, and
Baxter International. Each of these companies has new drug introductions we
believe will have a very favorable impact on future results.
  In the consumer staples sector, we did well with our holdings in
Anheuser-Busch (beer), McDonald's (fast foods), Tricon Global Restaurants
(pizza, fried chicken and tacos), and Nabisco Holdings (cookies). Kimberly Clark
(diapers) and MediaOne Group (cellular telephone and cable television) also
rewarded us.
 
                                      A-17
<PAGE>
- ----------------------------------------------------------------------
          Partners Assets (Cont'd)
 
  Our financial holdings were mixed. In the banking group, Bank One, Chase
Manhattan and Citigroup performed well, while our holdings in BankBoston
disappointed. And even as our holdings in Morgan Stanley Dean Witter, a
broker/asset manager, soared, we had flat returns in Countrywide Credit, a
mortgage finance company. In general, our larger-capitalization financial
holdings performed materially better than our mid-cap positions.
  In aggregate, the portfolio's capital goods, transportation, and energy
holdings declined over this reporting period. Capital goods companies continue
to suffer the aftereffects of the Asian economic flu -- slack demand and no
pricing flexibility. We believe our current capital goods investments represent
high quality and great value. However, over the short-to-intermediate term, we
believe our patience will likely continue to be tested. The same can be said for
our energy holdings, which have suffered as oil prices have remained depressed.
We are not anticipating a sharp rise in oil prices in the immediate future.
However, we are sufficiently contrarian to challenge the current consensus that
oil prices will stay at current levels indefinitely.
  Our airline holdings, primarily Continental Airlines, declined during this
six-month reporting period. Wall Street seems to believe we have seen peak
earnings in this cycle and consequently, price/earnings multiples have
contracted. We believe airline earnings will level off, but not plunge the way
they have during previous down cycles.
  Within utilities, The Williams Companies, the only big winner among our
otherwise disappointing holdings there, is really two companies -- a large gas
pipeline and a telecommunications network. Several years ago, Williams used its
steady cash flow from the pipeline business to build a telecommunications
network (WilTel), which it eventually sold at a handsome profit to Worldcom (now
MCI Worldcom). It is doing it all over again, laying an advanced fiber optic
network along its 32,000 miles of gas pipeline. Recently, SBC Communications,
(formerly Southwestern Bell), has contracted for the use of this new fiber optic
network and taken a 10% stake in the business. We
 
                                      A-18
<PAGE>
- ----------------------------------------------------------------------
          Partners Assets (Cont'd)
believe the combined value of the gas pipeline and telecommunications network is
a bit higher than $40 per share -- above Williams' $37 per share price at the
end of this reporting period. Williams has announced it will be spinning off a
portion of this new communications network business to the public. We believe
this should help surface value and perhaps foreshadow a more complete
restructuring. We reserve the right to change our opinion on Williams Companies
should circumstances warrant it. But, right now, we think it has excellent
upside potential.
  In the first two months of 1999, growth stocks continued to outperform value
stocks and large-cap stocks continued to outperform smaller companies. However,
our stock picking discipline produced generous absolute returns in this uneven
market. We believe our portfolio represents quality and value -- the
cornerstones of a prudent and productive investment program.
 
Sincerely,
 
/s/ Robert Gendelman      /s/ Michael Kassen      /s/ S. Basu Mullick
 
Robert Gendelman, Michael Kassen, and S. Basu Mullick,
PORTFOLIO CO-MANAGERS
 
*The S&P 500 Index is an unmanaged index generally considered to be
 representative of stock market activity. The Russell 1000-Registered Trademark-
 Index measures the performance of the 1,000 largest companies in the Russell
 3000-Registered Trademark- Index (which measures the performance of the 3,000
 largest U.S. companies based on total market capitalization). The Russell 1000
 Index represents approximately 89% of the total market capitalization of the
 Russell 3000 Index. The Russell 1000-Registered Trademark- Value Index measures
 the performance of those Russell 1000 companies with lower price-to-book ratios
 and lower forecasted growth values. Please note that indices do not take into
 account any fees and expenses of investing in the individual securities that
 they track, and that individuals cannot invest directly in any index. Data
 about the performance of these indices are prepared or obtained by Neuberger
 Berman Management Inc. ("NBMI") and include reinvestment of all dividends and
 capital gain distributions. The Portfolio invests in many securities not
 included in the above-described indices.
 
 The composition, industries and holdings of the Portfolio are subject to
 change. Partners Portfolio is invested in a wide array of stocks and no single
 holding makes up more than a small fraction of the Portfolio's total assets.
 
 Please remember that past performance is not indicative of future results.
 
                                      A-19
<PAGE>
                 (This page has been left blank intentionally.)
 
                                      A-20
<PAGE>
PERFORMANCE HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                         FOR PERIODS
                                                        ENDED 3/31/99
                                              ---------------------------------
                               SIX MONTH
                                PERIOD              AVERAGE ANNUAL TOTAL
NEUBERGER BERMAN                 ENDED                   RETURNS(1)
EQUITY ASSETS                  2/28/99(1)      1 YR         5 YR         10 YR
- -------------------------------------------------------------------------------
<S>                            <C>            <C>          <C>          <C>
FOCUS ASSETS(2)                  +41.73%        +5.18%     +19.90%      +16.86%
GUARDIAN ASSETS                  +24.14%        -7.43%     +14.59%      +14.25%
PARTNERS ASSETS                  +20.01%        -3.21%     +19.38%      +15.68%
S&P 500 INDEX(3)                 +30.32%       +18.43%     +26.19%      +18.92%
RUSSELL
1000-REGISTERED TRADEMARK-
 VALUE INDEX(3)                  +22.53%        +5.04%     +22.07%      +16.71%
MANHATTAN ASSETS                 +26.73%        +0.49%     +15.46%      +13.96%
RUSSELL MIDCAP-TM- GROWTH
 INDEX(3)                        +33.27%        +8.89%     +18.87%      +16.97%
GENESIS ASSETS                    +7.19%       -19.71%     +13.83%      +12.07%
RUSSELL
2000-REGISTERED TRADEMARK-
 INDEX(3)                        +16.79%       -16.26%     +11.22%      +11.46%
</TABLE>
 
   Each Fund commenced operations in September 1996 (except Neuberger Berman
Partners Assets-Registered Trademark- and Neuberger Berman Genesis Assets-SM-,
which commenced operations in August 1996 and April 1997, respectively).
   The Funds have identical investment objectives and policies and invest in the
same Portfolio as other funds ("Sister Funds") of similar names, which are also
managed by Neuberger Berman Management Inc.-Registered Trademark- The
performance information for the Funds prior to their commencement of operations
is for the Sister Funds. Neuberger Berman Management Inc. currently absorbs
certain operating expenses of each Fund and their pro rata share of their
Portfolio's operating expenses which, in the aggregate, exceed 1.50% per annum
of each Fund's average daily net assets, until December 31, 2008. Neuberger
Berman Management Inc. previously agreed to waive a portion of the management
fee borne directly by Neuberger Berman Genesis Portfolio-SM- and indirectly by
Neuberger Berman Genesis Assets. Absent such arrangements, the average annual
total returns of the Funds would have been less. The total returns for periods
prior to the Funds' commencement of operations would have been lower had they
reflected the higher expense ratios of the Funds as compared to those of the
Sister Funds.
1) Results are shown on a "total return" basis and include reinvestment of all
   dividends and capital gain distributions. Performance data quoted represents
   past performance, which is no guarantee of future results. The investment
   return and principal value of an investment will fluctuate so that the
   shares, when redeemed, may be worth more or less than their original cost.
2) Prior to November 1, 1991, the investment policies of its Sister Fund
   required that it invest a substantial portion of its assets in the energy
   field.
3) The S&P 500 Index is an unmanaged index generally considered to be
   representative of stock market activity. The Russell 1000-Registered
   Trademark- Index measures the performance of the 1,000 largest companies in
   the Russell 3000-Registered Trademark- Index (which measures the performance
   of the 3,000 largest U.S. companies based on total market capitalization).
   The Russell 1000 Index represents approximately 89% of the total market
 
                                      B-1
<PAGE>
   capitalization of the Russell 3000 Index. The Russell 1000 Value Index
   measures the performance of those Russell 1000 companies with lower
   price-to-book ratios and lower forecasted growth values. The Russell Midcap
   Growth Index measures the performance of those Russell Midcap-Trademark-
   Index companies with higher price-to-book ratios and higher forecasted growth
   values. The Russell Midcap Index measures the performance of the 800 smallest
   companies in the Russell 1000 Index, which represents approximately 35% of
   the total market capitalization of the Russell 1000 Index (which, in turn,
   consists of the 1,000 largest U.S. companies, based on market
   capitalization). The Russell 2000 Index is an unmanaged index that measures
   the performance of the 2,000 issuers having the smallest capitalization in
   the Russell 3000 Index, representing approximately 11% of the Russell 3000
   total market capitalization. The smallest company's market capitalization is
   roughly $222 million. Please note that indices do not take into account any
   fees and expenses of investing in the individual securities that they track,
   and that individuals cannot invest directly in any index. Data about the
   performance of these indices are prepared or obtained by Neuberger Berman
   Management Inc. and include reinvestment of all dividends and capital gain
   distributions. The Portfolios invest in many securities not included in any
   of the above-described indices.
 
   THE RISKS INVOLVED IN SEEKING CAPITAL APPRECIATION FROM INVESTMENTS PRIMARILY
   IN COMPANIES WITH SMALL MARKET CAPITALIZATION ARE SET FORTH IN THE
   PROSPECTUS.
 
                                      B-2
<PAGE>
                 (This page has been left blank intentionally.)
 
                                      B-3
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
Neuberger Berman
- ----------------------------------------------------------------------
          Equity Assets
 
<TABLE>
<CAPTION>
                                                        FOCUS           GENESIS
(000'S OMITTED EXCEPT PER SHARE AMOUNTS)                ASSETS           ASSETS
                                                    -------------------------------
<S>                                                 <C>              <C>
ASSETS
      Investment in corresponding Portfolio, at
        value (Note A)                              $       1,546    $      56,806
      Deferred organization costs (Note A)                     29               38
      Receivable for Trust shares sold                          1              761
      Receivable from administrator -- net (Note
        B)                                                    226               --
                                                    -------------------------------
                                                            1,802           57,605
                                                    -------------------------------
LIABILITIES
      Payable for Fund expenses (Note B)                      164               --
      Payable for Trust shares redeemed                        --               13
      Payable to administrator -- net (Note B)                 --               10
      Accrued organization costs (Note A)                      58               --
      Accrued expenses                                         36               36
                                                    -------------------------------
                                                              258               59
                                                    -------------------------------
NET ASSETS at value                                 $       1,544    $      57,546
                                                    -------------------------------
 
NET ASSETS consist of:
      Par value                                     $          --    $           5
      Paid-in capital in excess of par value                1,007           63,742
      Accumulated undistributed net investment
        income (loss)                                          (3)              58
      Accumulated net realized gains (losses) on
        investment                                             66           (1,410)
      Net unrealized appreciation (depreciation)
        in value of investment                                474           (4,849)
                                                    -------------------------------
NET ASSETS at value                                 $       1,544    $      57,546
                                                    -------------------------------
 
SHARES OUTSTANDING
      ($.001 par value; unlimited shares
        authorized)                                            96            5,045
                                                    -------------------------------
 
NET ASSET VALUE, offering and redemption price per
  share                                                    $16.01           $11.41
                                                    -------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      B-4
<PAGE>
                                                   February 28, 1999 (Unaudited)
- ----------------------------------------------------------------------
          Equity Assets
 
<TABLE>
<CAPTION>
                                                       GUARDIAN        MANHATTAN         PARTNERS
                                                        ASSETS           ASSETS           ASSETS
                                                    ------------------------------------------------
<S>                                                 <C>              <C>              <C>
ASSETS
      Investment in corresponding Portfolio, at
        value (Note A)                              $      23,619    $         199    $      60,211
      Deferred organization costs (Note A)                     29               29               28
      Receivable for Trust shares sold                          1               20               56
      Receivable from administrator -- net (Note
        B)                                                     --              236               --
                                                    ------------------------------------------------
                                                           23,649              484           60,295
                                                    ------------------------------------------------
LIABILITIES
      Payable for Fund expenses (Note B)                       --              166               --
      Payable for Trust shares redeemed                        --               --              113
      Payable to administrator -- net (Note B)                 16               --               31
      Accrued organization costs (Note A)                      --               58               --
      Accrued expenses                                         27               39               29
                                                    ------------------------------------------------
                                                               43              263              173
                                                    ------------------------------------------------
NET ASSETS at value                                 $      23,606    $         221    $      60,122
                                                    ------------------------------------------------
 
NET ASSETS consist of:
      Par value                                     $           2    $          --    $           4
      Paid-in capital in excess of par value               23,443              196           56,112
      Accumulated undistributed net investment
        income (loss)                                           5               (1)             (46)
      Accumulated net realized gains (losses) on
        investment                                           (983)              (2)             (62)
      Net unrealized appreciation (depreciation)
        in value of investment                              1,139               28            4,114
                                                    ------------------------------------------------
NET ASSETS at value                                 $      23,606    $         221    $      60,122
                                                    ------------------------------------------------
 
SHARES OUTSTANDING
      ($.001 par value; unlimited shares
        authorized)                                         1,758               16            3,995
                                                    ------------------------------------------------
 
NET ASSET VALUE, offering and redemption price per
  share                                                    $13.42           $13.54           $15.05
                                                    ------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      B-5
<PAGE>
STATEMENTS OF OPERATIONS
Neuberger Berman
- ----------------------------------------------------------------------
          Equity Assets
 
<TABLE>
<CAPTION>
                                                       FOCUS         GENESIS
(000'S OMITTED)                                        ASSETS         ASSETS
                                                    ---------------------------
<S>                                                 <C>            <C>
INVESTMENT INCOME
    Investment income from corresponding Portfolio
      (Note A)                                      $         6    $       428
                                                    ---------------------------
    Expenses:
      Administration fee (Note B)                             3             81
      Amortization of deferred organization and
        initial offering expenses (Note A)                    6              6
      Auditing fees                                           3              3
      Custodian fees                                          5              5
      Distribution fees (Note B)                              1             51
      Legal fees                                              6              8
      Registration and filing fees                           22             34
      Shareholder reports                                     8             20
      Shareholder servicing agent fees                        8              9
      Miscellaneous                                           1              1
      Expenses from corresponding Portfolio (Notes
        A & B)                                                3            151
                                                    ---------------------------
        Total expenses                                       66            369
      Expenses reimbursed by administrator and/or
        reduced by custodian fee expense offset
        arrangement (Note B)                                (57)           (64)
                                                    ---------------------------
        Total net expenses                                    9            305
                                                    ---------------------------
        Net investment income (loss)                         (3)           123
                                                    ---------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  FROM CORRESPONDING PORTFOLIO (NOTE A)
    Net realized gain (loss) on investment
      securities                                             79         (1,295)
    Net realized gain on option contracts                    --             --
    Net realized gain on financial futures
      contracts                                              --             --
    Change in net unrealized appreciation
      (depreciation) of investment securities,
      financial futures contracts, and option
      contracts                                             568          1,350
                                                    ---------------------------
        Net gain on investments from corresponding
          Portfolio (Note A)                                647             55
                                                    ---------------------------
        Net increase in net assets resulting from
          operations                                $       644    $       178
                                                    ---------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      B-6
<PAGE>
                          For the Six Months Ended February 28, 1999 (Unaudited)
- ----------------------------------------------------------------------
          Equity Assets
 
<TABLE>
<CAPTION>
                                                      GUARDIAN         MANHATTAN         PARTNERS
                                                       ASSETS           ASSETS            ASSETS
                                                    ------------------------------------------------
<S>                                                 <C>            <C>                 <C>
INVESTMENT INCOME
    Investment income from corresponding Portfolio
      (Note A)                                      $       166      $           1     $        578
                                                    ------------------------------------------------
    Expenses:
      Administration fee (Note B)                            43                  1              110
      Amortization of deferred organization and
        initial offering expenses (Note A)                    6                  6                6
      Auditing fees                                           2                  4                3
      Custodian fees                                          5                  5                5
      Distribution fees (Note B)                             27                 --               69
      Legal fees                                             10                  7                8
      Registration and filing fees                           26                 22               34
      Shareholder reports                                     9                  8               10
      Shareholder servicing agent fees                        8                  8                8
      Miscellaneous                                           1                  1                1
      Expenses from corresponding Portfolio (Notes
        A & B)                                               49                  1              130
                                                    ------------------------------------------------
        Total expenses                                      186                 63              384
      Expenses reimbursed by administrator and/or
        reduced by custodian fee expense offset
        arrangement (Note B)                                (25)               (61)              --
                                                    ------------------------------------------------
        Total net expenses                                  161                  2              384
                                                    ------------------------------------------------
        Net investment income (loss)                          5                 (1)             194
                                                    ------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  FROM CORRESPONDING PORTFOLIO (NOTE A)
    Net realized gain (loss) on investment
      securities                                         (1,011)                (2)             662
    Net realized gain on option contracts                     9                 --               --
    Net realized gain on financial futures
      contracts                                             287                 --               --
    Change in net unrealized appreciation
      (depreciation) of investment securities,
      financial futures contracts, and option
      contracts                                           5,259                 56            8,629
                                                    ------------------------------------------------
        Net gain on investments from corresponding
          Portfolio (Note A)                              4,544                 54            9,291
                                                    ------------------------------------------------
        Net increase in net assets resulting from
          operations                                $     4,549      $          53     $      9,485
                                                    ------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      B-7
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
Neuberger Berman
- ----------------------------------------------------------------------
          Equity Assets
 
<TABLE>
<CAPTION>
                                                      FOCUS                          GENESIS
                                                     ASSETS                          ASSETS
                                           Six Months                      Six Months
                                              Ended           Year            Ended           Year
                                          February 28,        Ended       February 28,        Ended
                                              1999         August 31,         1999         August 31,
(000'S OMITTED)                            (UNAUDITED)        1998         (UNAUDITED)        1998
                                          -------------------------------------------------------------
<S>                                       <C>             <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
 
FROM OPERATIONS:
    Net investment income (loss)          $         (3)   $         (1)   $        123    $         49
    Net realized gain (loss) on
      investments from corresponding
      Portfolio (Note A)                            79             (13)         (1,295)           (133)
    Change in net unrealized
      appreciation (depreciation) of
      investments from corresponding
      Portfolio (Note A)                           568            (132)          1,350          (6,253)
                                          -------------------------------------------------------------
    Net increase (decrease) in net
      assets resulting from operations             644            (146)            178          (6,337)
                                          -------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
    Net investment income                           --              --            (113)             --
    Net realized gain on investments                (1)             (6)             --              (3)
                                          -------------------------------------------------------------
    Total distributions to shareholders             (1)             (6)           (113)             (3)
                                          -------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
    Proceeds from shares sold                    1,733             551          39,175          33,602
    Proceeds from reinvestment of
      dividends and distributions                    1               6              58               3
    Payments for shares redeemed                (1,309)            (72)         (6,218)         (3,529)
                                          -------------------------------------------------------------
    Net increase (decrease) from Trust
      share transactions                           425             485          33,015          30,076
                                          -------------------------------------------------------------
NET INCREASE IN NET ASSETS                       1,068             333          33,080          23,736
NET ASSETS:
    Beginning of period                            476             143          24,466             730
                                          -------------------------------------------------------------
    End of period                         $      1,544    $        476    $     57,546    $     24,466
                                          -------------------------------------------------------------
    Accumulated undistributed net
      investment income (loss) at end of
      period                              $         (3)   $         --    $         58    $         48
                                          -------------------------------------------------------------
NUMBER OF TRUST SHARES:
    Sold                                           145              37           3,270           2,503
    Issued on reinvestment of dividends
      and distributions                             --              --               5              --
    Redeemed                                       (91)             (5)           (523)           (265)
                                          -------------------------------------------------------------
    Net increase (decrease) in shares
      outstanding                                   54              32           2,752           2,238
                                          -------------------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      B-8
<PAGE>
- ----------------------------------------------------------------------
          Equity Assets
 
<TABLE>
<CAPTION>
                                                   GUARDIAN                    MANHATTAN                     PARTNERS
                                                    ASSETS                       ASSETS                       ASSETS
                                           Six Months                   Six Months                   Six Months
                                             Ended          Year          Ended          Year          Ended          Year
                                          February 28,      Ended      February 28,      Ended      February 28,      Ended
                                              1999       August 31,        1999       August 31,        1999       August 31,
                                          (UNAUDITED)       1998       (UNAUDITED)       1998       (UNAUDITED)       1998
                                          ------------------------------------------------------------------------------------
<S>                                       <C>            <C>           <C>            <C>           <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
 
FROM OPERATIONS:
    Net investment income (loss)          $         5    $      (27)   $        (1)   $       (2)   $       194    $       24
    Net realized gain (loss) on
      investments from corresponding
      Portfolio (Note A)                         (715)         (322)            (2)            2            662          (705)
    Change in net unrealized
      appreciation (depreciation) of
      investments from corresponding
      Portfolio (Note A)                        5,259        (4,845)            56           (46)         8,629        (4,836)
                                          ------------------------------------------------------------------------------------
    Net increase (decrease) in net
      assets resulting from operations          4,549        (5,194)            53           (46)         9,485        (5,517)
                                          ------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
    Net investment income                          --            --             --            --           (257)           (8)
    Net realized gain on investments               --          (133)            (1)          (23)            --          (250)
                                          ------------------------------------------------------------------------------------
    Total distributions to shareholders            --          (133)            (1)          (23)          (257)         (258)
                                          ------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
    Proceeds from shares sold                   3,089        14,285             43           143         32,897        31,554
    Proceeds from reinvestment of
      dividends and distributions                  --           134              1            23            238           258
    Payments for shares redeemed               (1,581)         (850)           (83)          (28)       (11,520)       (2,577)
                                          ------------------------------------------------------------------------------------
    Net increase (decrease) from Trust
      share transactions                        1,508        13,569            (39)          138         21,615        29,235
                                          ------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS                      6,057         8,242             13            69         30,843        23,460
NET ASSETS:
    Beginning of period                        17,549         9,307            208           139         29,279         5,819
                                          ------------------------------------------------------------------------------------
    End of period                         $    23,606    $   17,549    $       221    $      208    $    60,122    $   29,279
                                          ------------------------------------------------------------------------------------
    Accumulated undistributed net
      investment income (loss) at end of
      period                              $         5    $       --    $        (1)   $       --    $       (46)   $       17
                                          ------------------------------------------------------------------------------------
NUMBER OF TRUST SHARES:
    Sold                                          254         1,004              3             9          2,417         2,072
    Issued on reinvestment of dividends
      and distributions                            --            10             --             2             16            18
    Redeemed                                     (119)          (61)            (6)           (2)          (763)         (169)
                                          ------------------------------------------------------------------------------------
    Net increase (decrease) in shares
      outstanding                                 135           953             (3)            9          1,670         1,921
                                          ------------------------------------------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      B-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Neuberger Berman                                   February 28, 1999 (Unaudited)
- ----------------------------------------------------------------------
          Equity Assets
 
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1) GENERAL: Neuberger Berman Focus Assets-Registered Trademark- ("Focus"),
   Neuberger Berman Genesis Assets ("Genesis"), Neuberger Berman Guardian
   Assets-SM-("Guardian"), Neuberger Berman Manhattan
   Assets-Registered Trademark- ("Manhattan"), and Neuberger Berman Partners
   Assets ("Partners") (collectively, the "Funds") are separate operating series
   of Neuberger Berman Equity Assets (the "Trust"), a Delaware business trust
   organized pursuant to a Trust Instrument dated October 18, 1993. The Trust is
   registered as a diversified, open-end management investment company under the
   Investment Company Act of 1940, as amended (the "1940 Act"), and its shares
   are registered under the Securities Act of 1933, as amended. The trustees of
   the Trust may establish additional series or classes of shares without the
   approval of shareholders.
      The assets of each Fund belong only to that Fund, and the liabilities of
   each Fund are borne solely by that Fund and no other.
      Each Fund seeks to achieve its investment objective by investing all of
   its net investable assets in its corresponding portfolio of Equity Managers
   Trust (each a "Portfolio") having the same investment objective and policies
   as the Fund. The value of each Fund's investment in its corresponding
   Portfolio reflects that Fund's proportionate interest in the net assets of
   that Portfolio (0.09%, 3.37%, 0.43%, 0.03%, and 1.52%, for Focus, Genesis,
   Guardian, Manhattan, and Partners, respectively, at February 28, 1999). The
   performance of each Fund is directly affected by the performance of its
   corresponding Portfolio. The financial statements of each Portfolio,
   including the Schedule of Investments, are included elsewhere in this report
   and should be read in conjunction with the corresponding Fund's financial
   statements.
2) PORTFOLIO VALUATION: Each Fund records its investment in its corresponding
   Portfolio at value. Investment securities held by each Portfolio are valued
   as indicated in the notes following the Portfolios' Schedule of Investments.
3) TAXES: The Funds are treated as separate entities for U.S. Federal income tax
   purposes. It is the policy of each Fund to continue to qualify as a regulated
   investment company by complying with the provisions available to certain
   investment companies, as defined in applicable sections of the Internal
   Revenue Code, and to make distributions of investment company taxable income
   and net capital gains (after reduction for any amounts available for U.S.
   Federal income tax
 
                                      B-10
<PAGE>
   purposes as capital loss carryforwards) sufficient to relieve it from all, or
   substantially all, U.S. Federal income taxes. Accordingly, each Fund paid no
   U.S. Federal income taxes and no provision for U.S. Federal income taxes was
   required.
4) DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Each Fund earns income, net of
   Portfolio expenses, daily on its investment in its corresponding Portfolio.
   Income dividends and distributions from net realized capital gains, if any,
   are normally distributed in December. Guardian generally distributes
   substantially all of its net investment income, if any, at the end of each
   calendar quarter. Income dividends and capital gain distributions to
   shareholders are recorded on the ex-dividend date. To the extent each Fund's
   net realized capital gains, if any, can be offset by capital loss
   carryforwards ($19,527 expiring in 2006 for Guardian, determined as of August
   31, 1998), it is the policy of each Fund not to distribute such gains.
      Each Fund distinguishes between dividends on a tax basis and a financial
   reporting basis and only distributions in excess of tax basis earnings and
   profits are reported in the financial statements as a return of capital.
   Differences in the recognition or classification of income between the
   financial statements and tax earnings and profits which result in temporary
   over-distributions for financial statement purposes are classified as
   distributions in excess of net investment income or accumulated net realized
   gains.
5) ORGANIZATION EXPENSES: Expenses incurred by each Fund in connection with its
   organization are being amortized by each Fund on a straight-line basis over a
   five-year period. At February 28, 1999, the unamortized balance of such
   expenses amounted to $29,394, $37,589, $29,393, $29,323, and $28,465, for
   Focus, Genesis, Guardian, Manhattan, and Partners, respectively. The accrued
   organization costs for Focus and Manhattan are payable to Neuberger Berman
   Management Inc. ("Management"), the administrator of each Fund.
6) EXPENSE ALLOCATION: Each Fund bears all costs of its operations. Expenses
   incurred by the Trust with respect to any two or more funds are allocated in
   proportion to the net assets of such funds, except where a more appropriate
   allocation of expenses to each fund can otherwise be made fairly. Expenses
   directly attributable to a fund are charged to that fund.
7) OTHER: All net investment income and realized and unrealized capital gains
   and losses of each Portfolio are allocated pro rata among its respective
   Funds and any other investors in the Portfolio.
 
NOTE B -- ADMINISTRATION FEES, DISTRIBUTION ARRANGEMENTS, AND OTHER TRANSACTIONS
          WITH AFFILIATES:
   Each Fund retains Management as its administrator under an Administration
Agreement ("Agreement"). Pursuant to this Agreement each Fund pays Management an
administration fee at the annual rate of 0.40% of that Fund's average daily net
assets.
 
                                      B-11
<PAGE>
Each Fund indirectly pays for investment management services through its
investment in its corresponding Portfolio (see Note B of Notes to Financial
Statements of the Portfolios).
   Management acts as agent in arranging for the sale of Fund shares without
commission and bears advertising and promotion expenses. The trustees of the
Trust have adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the
"Plan"). The Plan provides that, as compensation for administrative and other
services provided to the Funds, Management's activities and expenses related to
the sale and distribution of Fund shares, and ongoing services provided to
investors in the Funds, Management receives from each Fund a fee at the annual
rate of 0.25% of that Fund's average daily net assets. Management pays this
amount to institutions that distribute Fund shares and provide services to the
Funds and their shareholders. Those institutions may use the payments for, among
other purposes, compensating employees engaged in sales and/or shareholder
servicing. The amount of fees paid by each Fund during any year may be more or
less than the cost of distribution and other services provided to that Fund.
NASD rules limit the amount of annual distribution fees that may be paid by a
mutual fund and impose a ceiling on the cumulative distribution fees paid. The
Trust's Plan complies with those rules.
   Management has voluntarily undertaken until December 31, 2008, to reimburse
each Fund for its operating expenses plus its pro rata portion of its
corresponding Portfolio's operating expenses (including the fees payable to
Management but excluding interest, taxes, brokerage commissions, and
extraordinary expenses) which exceed, in the aggregate, 1.50% per annum of the
Fund's average daily net assets. For the six months ended February 28, 1999,
such excess expenses amounted to $56,994, $63,777, $24,982, and $61,334, for
Focus, Genesis, Guardian, and Manhattan, respectively. For the six months ended
February 28, 1999, there was no reimbursement by Management to Partners.
   Since inception of Focus and Manhattan, Management has voluntarily undertaken
to pay certain expenses of each Fund as an advance. These expenses will be
repaid by the Funds to Management in the future, and are included under the
caption Payable for Fund expenses in the Statements of Assets and Liabilities.
   All of the capital stock of Management is owned by individuals who are also
principals of Neuberger Berman, LLC ("Neuberger"), a member firm of The New York
Stock Exchange and sub-adviser to each Portfolio. Several individuals who are
officers and/or trustees of the Trust are also principals of Neuberger and/or
officers and/or directors of Management.
   Each Fund also has a distribution agreement with Management. Management
receives no commissions for sales or redemptions of shares of beneficial
interest of each Fund, but receives fees under the Plan, as described above.
 
                                      B-12
<PAGE>
   Each Portfolio has an expense offset arrangement in connection with its
custodian contract. In addition, in connection with the Securities Lending
Agreement between each Portfolio and Morgan Stanley & Co. Incorporated
("Morgan"), Morgan has agreed to reimburse each Portfolio for transaction costs
incurred on security lending transactions charged by the custodian. The impact
of these arrangements, respectively, reflected in the Statements of Operations
under the caption Expenses from corresponding Portfolio, was a reduction of
$0.14 and $1.36, $3.47 and $73.76, $1.16 and $5.95, $0.04 and $1.02, and $2.34
and $25.90, for Focus, Genesis, Guardian, Manhattan, and Partners, respectively.
 
NOTE C -- INVESTMENT TRANSACTIONS:
   During the six months ended February 28, 1999, additions and reductions in
each Fund's investment in its corresponding Portfolio were as follows:
 
<TABLE>
<CAPTION>
                                                  ADDITIONS       REDUCTIONS
- -----------------------------------------------------------------------------
<S>                                              <C>              <C>
FOCUS                                            $  1,722,947     $1,314,021
GENESIS                                            32,584,703        478,510
GUARDIAN                                            2,881,035      1,470,896
MANHATTAN                                              23,092        101,706
PARTNERS                                           29,896,876      8,521,815
</TABLE>
 
NOTE D -- UNAUDITED FINANCIAL INFORMATION:
   The financial information included in this interim report is taken from the
records of each Fund without audit by independent accountants/auditors. Annual
reports contain audited financial statements.
 
                                      B-13
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Focus Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.
 
<TABLE>
<CAPTION>
                                                  Six Months
                                                     Ended                               Period from
                                                 February 28,       Year Ended      September 4, 1996(2)
                                                     1999           August 31,          to August 31,
                                                  (UNAUDITED)          1998                 1997
                                               -----------------------------------------------------------
<S>                                            <C>                 <C>             <C>
Net Asset Value, Beginning of Period                 $ 11.31            $14.34                 $ 10.00
                                               -----------------------------------------------------------
Income From Investment Operations
    Net Investment Loss                                 (.03)             (.03)                   (.05)
    Net Gains or Losses on Securities (both
     realized and unrealized)                           4.74             (2.42)                   4.39
                                               -----------------------------------------------------------
      Total From Investment Operations                  4.71             (2.45)                   4.34
                                               -----------------------------------------------------------
Less Distributions
    Distributions (from net capital gains)              (.01)             (.58)                     --
                                               -----------------------------------------------------------
Net Asset Value, End of Period                       $ 16.01            $11.31                 $ 14.34
                                               -----------------------------------------------------------
Total Return(3)                                       +41.73%(4)        -17.73%                 +43.40%(4)
                                               -----------------------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in millions)          $   1.5            $  0.5                 $   0.1
                                               -----------------------------------------------------------
    Ratio of Gross Expenses to Average Net
     Assets(5)                                          1.50%(6)          1.50%                   1.50%(6)
                                               -----------------------------------------------------------
    Ratio of Net Expenses to Average Net
     Assets(7)                                          1.50%(6)          1.50%                   1.50%(6)
                                               -----------------------------------------------------------
    Ratio of Net Investment Loss to Average
     Net Assets                                         (.47%)(6)         (.36%)                  (.43%)(6)
                                               -----------------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL HIGHLIGHTS
 
                                      B-14
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Genesis Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.
 
<TABLE>
<CAPTION>
                                                     Six Months
                                                       Ended                      Period from
                                                    February 28,   Year Ended   April 2, 1997(2)
                                                        1999       August 31,    to August 31,
                                                    (UNAUDITED)       1998            1997
                                                    --------------------------------------------
<S>                                                 <C>            <C>          <C>
Net Asset Value, Beginning of Period                   $10.67        $13.21          $10.00
                                                    --------------------------------------------
Income From Investment Operations
    Net Investment Income (Loss)                          .02           .02            (.01)
    Net Gains or Losses on Securities (both
     realized and unrealized)                             .75         (2.52)           3.22
                                                    --------------------------------------------
      Total From Investment Operations                    .77         (2.50)           3.21
                                                    --------------------------------------------
Less Distributions
    Dividends (from net investment income)               (.03)           --              --
    Distributions (from net capital gains)                 --          (.04)             --
                                                    --------------------------------------------
      Total Distributions                                (.03)         (.04)             --
                                                    --------------------------------------------
Net Asset Value, End of Period                         $11.41        $10.67          $13.21
                                                    --------------------------------------------
Total Return(3)                                         +7.19%(4)    -18.99%         +32.10%(4)
                                                    --------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in millions)            $ 57.5        $ 24.5          $  0.7
                                                    --------------------------------------------
    Ratio of Gross Expenses to Average Net
     Assets(5)                                           1.50%(6)      1.50%           1.50%(6)
                                                    --------------------------------------------
    Ratio of Net Expenses to Average Net Assets(7)       1.50%(6)      1.50%           1.50%(6)
                                                    --------------------------------------------
    Ratio of Net Investment Income (Loss) to
     Average Net Assets                                   .60%(6)       .60%           (.36%)(6)
                                                    --------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL HIGHLIGHTS
 
                                      B-15
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Guardian Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.
 
<TABLE>
<CAPTION>
                                                     Six Months
                                                       Ended                        Period from
                                                    February 28,   Year Ended   September 4, 1996(2)
                                                        1999       August 31,      to August 31,
                                                    (UNAUDITED)       1998              1997
                                                    ------------------------------------------------
<S>                                                 <C>            <C>          <C>
Net Asset Value, Beginning of Period                   $10.81        $13.88            $10.00
                                                    ------------------------------------------------
Income From Investment Operations
    Net Investment Income (Loss)                           --          (.02)              .01
    Net Gains or Losses on Securities (both
     realized and unrealized)                            2.61         (2.92)             3.88
                                                    ------------------------------------------------
      Total From Investment Operations                   2.61         (2.94)             3.89
                                                    ------------------------------------------------
Less Distributions
    Dividends (from net investment income)                 --            --              (.01)
    Distributions (from net capital gains)                 --          (.13)               --
                                                    ------------------------------------------------
      Total Distributions                                  --          (.13)             (.01)
                                                    ------------------------------------------------
Net Asset Value, End of Period                         $13.42        $10.81            $13.88
                                                    ------------------------------------------------
Total Return(3)                                        +24.14%(4)    -21.34%           +38.92%(4)
                                                    ------------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in millions)            $ 23.6        $ 17.5            $  9.3
                                                    ------------------------------------------------
    Ratio of Gross Expenses to Average Net
     Assets(5)                                           1.51%(6)      1.50%             1.50%(6)
                                                    ------------------------------------------------
    Ratio of Net Expenses to Average Net Assets(7)       1.51%(6)      1.50%             1.50%(6)
                                                    ------------------------------------------------
    Ratio of Net Investment Income (Loss) to
     Average Net Assets                                   .05%(6)      (.16%)            (.12%)(6)
                                                    ------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL HIGHLIGHTS
 
                                      B-16
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Manhattan Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.
 
<TABLE>
<CAPTION>
                                                     Six Months
                                                       Ended                        Period from
                                                    February 28,   Year Ended   September 4, 1996(2)
                                                        1999       August 31,      to August 31,
                                                    (UNAUDITED)       1998              1997
                                                    ------------------------------------------------
<S>                                                 <C>            <C>          <C>
Net Asset Value, Beginning of Period                   $10.76        $13.75            $10.00
                                                    ------------------------------------------------
Income From Investment Operations
    Net Investment Loss                                  (.06)         (.11)             (.08)
    Net Gains or Losses on Securities (both
     realized and unrealized)                            2.94         (1.22)             3.94
                                                    ------------------------------------------------
      Total From Investment Operations                   2.88         (1.33)             3.86
                                                    ------------------------------------------------
Less Distributions
    Distributions (from net capital gains)               (.10)        (1.66)             (.11)
                                                    ------------------------------------------------
Net Asset Value, End of Period                         $13.54        $10.76            $13.75
                                                    ------------------------------------------------
Total Return(3)                                        +26.73%(4)    -11.29%           +38.86%(4)
                                                    ------------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in millions)            $  0.2        $  0.2            $  0.1
                                                    ------------------------------------------------
    Ratio of Gross Expenses to Average Net
     Assets(5)                                           1.50%(6)      1.50%             1.50%(6)
                                                    ------------------------------------------------
    Ratio of Net Expenses to Average Net Assets(7)       1.50%(6)      1.50%             1.50%(6)
                                                    ------------------------------------------------
    Ratio of Net Investment Loss to Average Net
     Assets                                              (.98%)(6)     (.98%)            (.70%)(6)
                                                    ------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL HIGHLIGHTS
 
                                      B-17
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Partners Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.
 
<TABLE>
<CAPTION>
                                                     Six Months
                                                       Ended                                    Period from
                                                    February 28,      Year Ended August      August 19, 1996(2)
                                                        1999                 31,               to August 31,
                                                    (UNAUDITED)       1998        1997              1996
                                                    -----------------------------------------------------------
<S>                                                 <C>              <C>         <C>         <C>
Net Asset Value, Beginning of Period                   $12.59        $ 14.42     $  9.91           $10.00
                                                    -----------------------------------------------------------
Income From Investment Operations
    Net Investment Income                                 .04            .01         .01               --
    Net Gains or Losses on Securities (both
     realized and unrealized)                            2.48          (1.51)       4.56             (.09)
                                                    -----------------------------------------------------------
      Total From Investment Operations                   2.52          (1.50)       4.57             (.09)
                                                    -----------------------------------------------------------
Less Distributions
    Dividends (from net investment income)               (.06)          (.01)       (.01)              --
    Distributions (from net capital gains)                 --           (.32)       (.05)              --
                                                    -----------------------------------------------------------
      Total Distributions                                (.06)          (.33)       (.06)              --
                                                    -----------------------------------------------------------
Net Asset Value, End of Period                         $15.05        $ 12.59     $ 14.42           $ 9.91
                                                    -----------------------------------------------------------
Total Return(3)                                        +20.01%(4)     -10.69%     +46.26%           -0.90%(4)
                                                    -----------------------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in millions)            $ 60.1        $  29.3     $   5.8           $  0.1
                                                    -----------------------------------------------------------
    Ratio of Gross Expenses to Average Net
     Assets(5)                                           1.39%(6)       1.50%       1.50%            1.50%(6)
                                                    -----------------------------------------------------------
    Ratio of Net Expenses to Average Net Assets          1.39%(6)       1.50%(7)    1.50%(7)         1.50%(6)(7)
                                                    -----------------------------------------------------------
    Ratio of Net Investment Income to Average Net
     Assets                                               .71%(6)        .12%        .08%            2.38%(6)
                                                    -----------------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL HIGHLIGHTS
 
                                      B-18
<PAGE>
NOTES TO FINANCIAL HIGHLIGHTS
Neuberger Berman                                   February 28, 1999 (Unaudited)
- ----------------------------------------------------------------------
          Equity Assets
1) The per share amounts and ratios which are shown reflect income and expenses,
   including the Fund's proportionate share of its corresponding Portfolios
   income and expenses.
2) The date investment operations commenced.
3) Total return based on per share net asset value reflects the effects of
   changes in net asset value on the performance of each Fund during each fiscal
   period and assumes dividends and other distributions, if any, were
   reinvested. Results represent past performance and do not guarantee future
   results. Investment returns and principal may fluctuate and shares when
   redeemed may be worth more or less than original cost. Total return would
   have been lower if Management had not reimbursed certain expenses. In
   addition, for Genesis, total return would have been lower if the investment
   manager had not waived a portion of the management fee.
4) Not annualized.
5) The Fund is required to calculate an expense ratio without taking into
   consideration any expense reductions related to expense offset arrangements.
6) Annualized.
7) After reimbursement of expenses by Management as described in Note B of Notes
   to Financial Statements. Had Management not undertaken such action the
   annualized ratios of net expenses to average daily net assets would have
   been:
 
<TABLE>
<CAPTION>
                                                                   Period from
                                Six Months Ended   Year Ended   September 4, 1996
                                  February 28,     August 31,     to August 31,
FOCUS                                 1999            1998            1997
- ---------------------------------------------------------------------------------
<S>                             <C>                <C>          <C>
Net Expenses                         10.59%          28.01%           76.74%
                                -------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                   Period from
                                Six Months Ended   Year Ended   September 4, 1996
                                  February 28,     August 31,     to August 31,
GUARDIAN                              1999            1998            1997
- ---------------------------------------------------------------------------------
<S>                             <C>                <C>          <C>
Net Expenses                          1.74%           1.63%           5.65%
                                -------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                   Period from
                                Six Months Ended   Year Ended   September 4, 1996
                                  February 28,     August 31,     to August 31,
MANHATTAN                             1999            1998            1997
- ---------------------------------------------------------------------------------
<S>                             <C>                <C>          <C>
Net Expenses                         59.57%          42.53%           77.83%
                                -------------------------------------------------
</TABLE>
 
                                      B-19
<PAGE>
 
<TABLE>
<CAPTION>
                                                                  Period from
                                         Year Ended             August 19, 1996
                                         August 31,              to August 31,
PARTNERS                              1998            1997           1996
- -------------------------------------------------------------------------------
<S>                             <C>                <C>          <C>
Net Expenses                          1.56%           8.74%        11,685.89%
                                -----------------------------------------------
</TABLE>
 
   After reimbursement of expenses by Management as described in Note B of Notes
   to Financial Statements and/or the waiver of a portion of the management fee
   by the investment manager as described in Note B of Notes to Financial
   Statements of Neuberger Berman Genesis Portfolio. Had Management not
   undertaken such action the annualized ratios of net expenses to average daily
   net assets would have been:
 
<TABLE>
<CAPTION>
                                                                 Period from
                                Six Months Ended   Year Ended   April 2, 1997
                                  February 28,     August 31,   to August 31,
GENESIS                               1999            1998          1997
- -----------------------------------------------------------------------------
<S>                             <C>                <C>          <C>
Net Expenses                          1.82%           2.40%          25.91%
                                ---------------------------------------------
</TABLE>
 
                                      B-20
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 28, 1999 (Unaudited)
 
- --------------------------------------------------------------------------------
          Focus Portfolio
 
<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ---------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Citigroup Inc.                                  8.7%
 2.  Chase Manhattan                                 7.3%
 3.  Capital One Financial                           7.2%
 4.  Morgan Stanley Dean Witter                      7.0%
 5.  Compaq Computer                                 5.4%
 6.  Wellpoint Health Networks                       5.4%
 7.  Countrywide Credit Industries                   4.7%
 8.  General Motors                                  3.1%
 9.  BankBoston Corp.                                3.1%
10.  MCI WorldCom                                    3.0%
</TABLE>
<TABLE>
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
COMMON STOCKS (98.3%)
AUTOMOTIVE (3.8%)
   467,900  Cabot Corp.                     $    11,785
   620,000  General Motors                       51,189
                                            ------------
                                                 62,974
                                            ------------
FINANCIAL SERVICES (50.6%)
   798,500  ADVANTA Corp. Class A                 9,332 (2)
   802,500  ADVANTA Corp. Class B                 7,273 (2)
   670,000  Bank One                             36,012
 1,236,000  BankBoston Corp.                     49,981
   922,500  Capital One Financial               117,734
 1,505,000  Chase Manhattan                     119,836
 2,421,250  Citigroup Inc.                      142,248
 2,015,000  Countrywide Credit Industries        76,318
   601,000  Hartford Financial Services
             Group                               32,492
 1,265,000  Morgan Stanley Dean Witter          114,482
   655,000  Nationwide Financial Services        29,762
 
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
   522,000  PartnerRe Ltd.                   $   22,577
 1,198,000  Travelers Property Casualty          45,449
   659,000  Washington Mutual                    26,360
                                            ------------
                                                829,856
                                            ------------
HEALTH CARE (6.4%)
 1,977,900  Foundation Health Systems            15,823
 1,122,000  Wellpoint Health Networks            88,498
                                            ------------
                                                104,321
                                            ------------
RETAIL (6.8%)
   555,000  Barnes & Noble                       16,407
 1,982,800  Furniture Brands International       42,382
   225,000  Jones Apparel Group                   6,286
   520,000  Payless ShoeSource                   28,535
   520,000  Promus Hotel                         18,298
                                            ------------
                                                111,908
                                            ------------
TECHNOLOGY (30.7%)
   931,000  3Com Corp.                           29,268
   245,000  Applied Materials                    13,628
 1,090,000  Atmel Corp.                          18,734
   375,000  Autodesk Inc.                        15,047
 2,512,500  Compaq Computer                      88,566
   295,000  Compuware Corp.                      16,502
   265,000  Etec Systems                         11,743
   560,000  KLA-Tencor                           29,015
 1,640,000  Maxtor Corp.                         13,530
   591,500  MCI WorldCom                         48,799
   530,000  Microchip Technology                 14,442
   140,000  Micron Technology                     8,067
   331,000  Novellus Systems                     19,550
   330,000  Oracle Corp.                         18,439
   145,000  PeopleSoft, Inc.                      2,737
 1,010,000  Photronics, Inc.                     20,768
 1,820,000  PLATINUM Technology                  24,115
 1,495,000  Rational Software                    44,383
</TABLE>
 
                                      C-1
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 28, 1999 (Unaudited)
 
- --------------------------------------------------------------------------------
 
          Focus Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
 1,060,000  Saville Systems ADR              $   21,134
   492,000  Texas Instruments                    43,880
                                            ------------
                                                502,347
                                            ------------
            TOTAL COMMON STOCKS (COST
             $991,719)                        1,611,406
                                            ------------
<CAPTION>
Principal
  Amount
- ----------
<C>         <S>                             <C>
SHORT-TERM INVESTMENTS (4.0%)
$17,170,000 General Electric Capital
             Corp., 4.72%, due 3/1/99            17,170
48,892,335  N&B Securities Lending Quality
             Fund, LLC                           48,892
                                            ------------
            TOTAL SHORT-TERM INVESTMENTS
             (COST $66,062)                      66,062(3)
                                            ------------
            TOTAL INVESTMENTS (102.3%)
             (COST $1,057,781)                1,677,468(4)
            Liabilities, less cash,
             receivables and other assets
             [(2.3%)]                           (38,930)
                                            ------------
            TOTAL NET ASSETS (100.0%)        $1,638,538
                                            ------------
</TABLE>
 
SEE NOTES TO SCHEDULE OF INVESTMENTS
 
                                      C-2
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 28, 1999 (Unaudited)
 
- --------------------------------------------------------------------------------
          Genesis Portfolio
 
<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ---------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Alliant Techsystems                             3.4%
 2.  AptarGroup Inc.                                 2.6%
 3.  Dallas Semiconductor                            2.4%
 4.  Webster Financial                               2.3%
 5.  Trigon Healthcare                               2.2%
 6.  Newport News Shipbuilding                       2.2%
 7.  Bank United                                     2.0%
 8.  Montana Power                                   1.9%
 9.  Universal Health Services Class B               1.9%
10.  Cordant Technologies                            1.7%
</TABLE>
<TABLE>
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
COMMON STOCKS (93.4%)
AEROSPACE (6.5%)
 1,781,350  AAR Corp.                       $    26,943 (2)
 1,244,500  Aviall Inc.                          17,190 (2)
   755,800  Cordant Technologies                 29,429
   468,300  DONCASTERS PLC ADR                    8,283 (2)
   299,850  Ducommun Inc.                         3,748
   121,600  Howmet International                  1,961
   425,000  Ladish Co.                            3,001
   343,000  Moog, Inc. Class A                   10,933
   257,300  Orbital Sciences                      7,108
                                            ------------
                                                108,596
                                            ------------
AUTOMOTIVE (0.6%)
   597,200  Donaldson Co.                        10,787
                                            ------------
BANKING & FINANCIAL (9.1%)
   866,400  Bank United                          34,223
   604,300  Community First Bankshares           11,784
   333,800  Cullen/Frost Bankers                 15,793
   552,500  FirstFed Financial                    9,358
   285,400  Ocean Financial                       4,245
 
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
   678,300  Peoples Heritage Financial
             Group                           $   11,531
   116,212  Queens County Bancorp                 3,377
   227,600  Reliance Bancorp                      6,970
   726,675  Sterling Bancshares                   8,720
   357,850  Texas Regional Bancshares             9,125
 1,243,400  Webster Financial                    38,002
                                            ------------
                                                153,128
                                            ------------
BASIC MATERIALS (1.0%)
   299,200  Lone Star Industries                  9,874
   165,160  Southdown, Inc.                       7,793
                                            ------------
                                                 17,667
                                            ------------
BUILDING, CONSTRUCTION & FURNISHINGS (0.7%)
   157,200  Lincoln Electric Holdings             3,222
   220,100  Simpson Manufacturing                 7,800
                                            ------------
                                                 11,022
                                            ------------
BUSINESS SERVICES (1.1%)
   300,000  Metzler Group                        12,750
   109,000  Valassis Communications               5,232
                                            ------------
                                                 17,982
                                            ------------
CHEMICALS (0.4%)
   399,900  Lawter International                  2,849
   201,000  Lilly Industries                      3,430
                                            ------------
                                                  6,279
                                            ------------
CONSUMER CYCLICALS (0.6%)
   466,600  Coachmen Industries                   9,449
                                            ------------
CONSUMER PRODUCTS & SERVICES (6.5%)
   658,800  Alberto-Culver Class A               14,329
   530,638  Block Drug                           20,695
   141,800  Bush Boake Allen                      4,529
   521,300  Church & Dwight                      21,764
   131,200  Matthews International                3,756
</TABLE>
 
                                      C-3
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman
 
- --------------------------------------------------------------------------------
 
          Genesis Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
   372,400  Omega Protein                    $    2,281
   888,900  Richfood Holdings                    21,111
   800,700  Ruddick Corp.                        14,763
   457,000  The First Years                       6,969
                                            ------------
                                                110,197
                                            ------------
DEFENSE (6.4%)
   715,400  Alliant Techsystems                  56,651 (2)
 1,272,900  Newport News Shipbuilding            36,834
   337,000  Primex Technologies                  14,007 (2)
                                            ------------
                                                107,492
                                            ------------
DIAGNOSTIC EQUIPMENT (1.1%)
 1,043,300  ADAC Laboratories                    18,649 (2)
                                            ------------
ELECTRONICS (2.9%)
 1,158,600  Dallas Semiconductor                 40,985
   237,700  SCI Systems                           7,354
                                            ------------
                                                 48,339
                                            ------------
ENERGY (0.7%)
   425,000  Cabot Oil & Gas                       4,648
   661,990  Swift Energy                          3,972
   855,800  Unit Corp.                            3,530
                                            ------------
                                                 12,150
                                            ------------
HEALTH CARE (10.1%)
   977,800  Acuson Corp.                         14,667
   214,600  Arrow International                   5,271
   445,400  CONMED Corp.                         13,752
   709,000  DENTSPLY International               18,079
 1,176,000  Haemonetics Corp.                    19,625
   542,000  Mentor Corp.                          8,333
   429,950  Patterson Dental                     17,413
   503,700  STAAR Surgical                        4,754
 1,055,200  Trigon Healthcare                    36,998
   767,900  Universal Health Services
             Class B                             31,196
                                            ------------
                                                170,088
                                            ------------
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
INDUSTRIAL & COMMERCIAL PRODUCTS & SERVICES (6.8%)
   789,700  BMC Industries                  $     3,850
   449,900  Brady Corp.                          10,741
   282,000  Dionex Corp.                         10,399
 1,496,800  Hussmann International               21,142
   284,700  IDEX Corp.                            6,761
   676,300  Kaydon Corp.                         20,627
   235,000  NN Ball & Roller                      1,322
   187,000  Pentair, Inc.                         7,083
   183,100  Roper Industries                      4,051
   814,400  SOS Staffing Services                 7,228 (2)
   809,800  Wallace Computer Services            18,322
   203,750  Woodhead Industries                   2,318
                                            ------------
                                                113,844
                                            ------------
INSURANCE (3.8%)
   836,200  Annuity and Life Re                  18,553
   600,800  FBL Financial Group                  12,054
   392,300  Orion Capital                        12,970
   229,000  Penn-America Group                    2,548
    61,700  Trenwick Group                        1,789
   570,500  W. R. Berkley                        16,331
                                            ------------
                                                 64,245
                                            ------------
LODGING (0.5%)
   846,000  Prime Hospitality                     8,671
                                            ------------
MACHINERY & EQUIPMENT (0.2%)
   178,800  Allied Products                         883
   226,500  Gardner Denver Machinery              2,888
                                            ------------
                                                  3,771
                                            ------------
OFFICE EQUIPMENT (1.2%)
 1,091,900  United Stationers                    19,995
                                            ------------
OIL SERVICES (4.0%)
   350,700  Cal Dive International                5,041
   468,500  Friede Goldman International          5,007
</TABLE>
 
                                      C-4
<PAGE>
                                                   February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
 
          Genesis Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
   700,800  Global Industries                $    3,548
   520,000  IRI International                     1,625
   569,500  Nabors Industries                     6,549
 1,446,712  National-Oilwell                     12,840
   588,400  Oceaneering International             5,884
   781,600  Offshore Logistics                    6,815
   777,300  Pride International                   3,886
   463,400  Smith International                  11,266
   267,500  Tuboscope Inc.                        1,438
   398,200  UTI Energy                            2,315
   247,400  Willbros Group                        1,206
                                            ------------
                                                 67,420
                                            ------------
PACKING & CONTAINERS (2.6%)
 1,612,900  AptarGroup Inc.                      44,153
                                            ------------
PUBLISHING & BROADCASTING (0.6%)
   133,866  Pulitzer Publishing                  10,692
                                            ------------
REAL ESTATE/REITS (2.5%)
   277,700  Crescent Real Estate Equities         5,797
   495,000  Health Care Property Investors       14,540
   415,000  Nationwide Health Properties          7,470
   778,100  Prime Retail                          6,225
   421,800  SL Green Realty                       8,146
                                            ------------
                                                 42,178
                                            ------------
RESTAURANTS (1.4%)
   830,650  Brinker International                24,037
                                            ------------
RETAILING (2.3%)
   472,968  99 Cents Only Stores                 22,378
   529,500  Claire's Stores                      11,682
   222,000  Schultz Sav-O Stores                  3,857
                                            ------------
                                                 37,917
                                            ------------
TECHNOLOGY (5.2%)
   679,700  Analysts International                9,686
   194,900  Black Box                             6,286
   527,600  CACI International                    8,705
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
     2,500  Dialogic Corp.                   $       69
 2,606,300  Inprise Corp.                        13,032(2)
 1,350,400  Methode Electronics Class A          14,179
   800,900  Reynolds & Reynolds                  15,117
   795,600  Zebra Technologies                   20,536
                                            ------------
                                                 87,610
                                            ------------
TEXTILES & APPAREL (0.2%)
   100,000  St. John Knits                        2,669
                                            ------------
TRANSPORTATION, SHIPPING & FREIGHT (0.2%)
   112,000  Air Express International             1,967
   213,600  Maritrans Inc.                        1,242
                                            ------------
                                                  3,209
                                            ------------
UTILITIES, ELECTRIC & GAS (14.2%)
 1,257,500  AGL Resources                        23,971
   183,200  Aquila Gas Pipeline                   1,603
   344,800  Atmos Energy                          8,275
    63,800  Avista Corp.                          1,045
   282,500  Central Hudson Gas & Electric        10,241
   430,100  Connecticut Energy                   11,209
   129,300  Eastern Enterprises                   4,970
   149,000  Interstate Energy                     4,107
   535,100  Montana Power                        32,574
   341,200  National Fuel Gas                    13,755
   384,700  Nevada Power                          9,209
   298,800  NICOR Inc.                           11,410
   290,000  Northwest Natural Gas                 7,096
   450,900  NUI Corp.                            10,342
   374,300  ONEOK, Inc.                          10,083
   115,100  Orange & Rockland Utilities           6,460
   266,500  Otter Tail Power                      9,877
   360,500  Public Service Co. of New
             Mexico                               5,543
   490,100  Rochester Gas & Electric             12,804
   401,100  Sierra Pacific Resources             13,763
</TABLE>
 
                                      C-5
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 28, 1999 (Unaudited)
 
- --------------------------------------------------------------------------------
 
          Genesis Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
   271,500  UtiliCorp United                 $    9,333
   457,400  Washington Gas Light                 10,949
   319,600  WICOR, Inc.                           6,751
   120,000  WPS Resources                         3,570
                                            ------------
                                                238,940
                                            ------------
            TOTAL COMMON STOCKS (COST
             $1,625,933)                      1,571,176
                                            ------------
WARRANTS (0.1%)
   355,000  Golden State Bancorp (COST
             $2,161)                              1,797
                                            ------------
<CAPTION>
Principal
  Amount
- ----------
<C>         <S>                             <C>
REPURCHASE AGREEMENTS (3.0%)
$50,440,000 State Street Bank and Trust
             Co. Repurchase Agreement,
             4.70%, due 3/1/99, dated
             2/26/99, Maturity Value
             $50,459,756, Collateralized
             by $44,340,000 U.S. Treasury
             Bonds, 7.25%, due 5/15/16
             (Collateral Value
             $51,961,071) (COST $50,440)         50,440(3)
                                            ------------
<CAPTION>
                                               Market
                                              Value(1)
Principal                                      (000's
  Amount                                      omitted)
- ----------                                  ------------
<C>         <S>                             <C>
SHORT-TERM INVESTMENTS (5.0%)
$3,000,000  General Electric Capital
             Corp., 4.79%, due 3/2/99        $   29,996
 2,000,000  Ford Motor Credit Co., 4.83%,
             due 3/3/99                          19,995
34,356,306  N&B Securities Lending Quality
             Fund, LLC                           34,356
                                            ------------
            TOTAL SHORT-TERM INVESTMENTS
             (COST $84,347)                      84,347(3)
                                            ------------
            TOTAL INVESTMENTS (101.5%)
             (COST $1,762,881)                1,707,760(4)
            Liabilities, less cash,
             receivables and other assets
             [(1.5%)]                           (25,498)
                                            ------------
            TOTAL NET ASSETS (100.0%)        $1,682,262
                                            ------------
</TABLE>
 
SEE NOTES TO SCHEDULE OF INVESTMENTS
 
                                      C-6
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 28, 1999 (Unaudited)
 
- --------------------------------------------------------------------------------
          Guardian Portfolio
 
<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ---------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Capital One Financial                           4.8%
 2.  Wellpoint Health Networks                       4.7%
 3.  General Motors                                  4.3%
 4.  Countrywide Credit Industries                   3.5%
 5.  Conseco, Inc.                                   3.4%
 6.  Aetna Inc.                                      3.4%
 7.  MCI WorldCom                                    3.3%
 8.  Philip Morris                                   2.8%
 9.  Chase Manhattan                                 2.7%
10.  PacifiCare Health Systems Class B               2.6%
</TABLE>
<TABLE>
<CAPTION>
                                                Market
                                               Value(1)
  Number                                        (000's
 of Shares                                     omitted)
- -----------                                  ------------
<C>          <S>                             <C>
COMMON STOCKS (89.0%)
BANKING & FINANCIAL (9.1%)
    608,000  Allstate Corp.                  $    22,800
  2,184,600  Bank One                            117,422
  1,121,000  BankAmerica Corp.                    73,215
  2,313,000  BankBoston Corp.                     93,532 (5)
  1,853,800  Chase Manhattan                     147,609
  1,126,000  SLM Holding                          48,277
                                             ------------
                                                 502,855
                                             ------------
BASIC MATERIALS (3.0%)
  3,841,000  Cabot Corp.                          96,745 (2)
  2,472,000  Millennium Chemicals                 44,650
    455,560  Potash Corp. of Saskatchewan         25,825
                                             ------------
                                                 167,220
                                             ------------
CAPITAL GOODS (4.5%)
  5,337,000  Republic Services                    93,064 (2)
    792,900  SCI Systems                          24,530
    863,800  Solectron Corp.                      38,601
  1,800,000  Waste Management                     87,975
                                             ------------
                                                 244,170
                                             ------------
 
<CAPTION>
                                                Market
                                               Value(1)
  Number                                        (000's
 of Shares                                     omitted)
- -----------                                  ------------
<C>          <S>                             <C>
COMMUNICATION SERVICES (5.8%)
    978,000  AT&T Corp.                      $    80,318
  1,019,700  Bell Atlantic                        58,569
  2,178,900  MCI WorldCom                        179,759
                                             ------------
                                                 318,646
                                             ------------
CONSUMER CYCLICALS (7.6%)
  5,800,100  Cendant Corp.                        96,064
  2,840,000  General Motors                      234,478
  1,651,600  Lear Corp.                           58,322
    519,100  Tandy Corp.                          28,875
                                             ------------
                                                 417,739
                                             ------------
CONSUMER STAPLES (7.3%)
  1,133,800  Keebler Foods                        44,218
  1,795,000  Kimberly-Clark                       84,814
    900,000  McDonald's Corp.                     76,500
  3,900,000  Philip Morris                       152,588
  1,545,100  Sara Lee                             42,007
                                             ------------
                                                 400,127
                                             ------------
ENERGY (4.1%)
    640,100  Amerada Hess                         29,045
    356,400  Chevron Corp.                        27,398
  1,443,000  Conoco Inc.                          29,311
    906,800  Halliburton Co.                      25,617
    799,500  Mobil Corp.                          66,508
    985,000  Texaco, Inc.                         45,864
                                             ------------
                                                 223,743
                                             ------------
FINANCIAL SERVICES (21.6%)
  2,038,000  Associates First Capital             82,794
  2,086,000  Capital One Financial               266,226
  1,563,200  Citigroup Inc.                       91,838
  6,168,000  Conseco, Inc.                       184,655
  5,010,800  Countrywide Credit Industries       189,784
  2,350,000  Hartford Financial Services
              Group                              127,047
  3,067,100  IndyMac Mortgage Holdings            32,588
    320,000  Loews Corp.                          25,020
</TABLE>
 
                                      C-7
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman
 
- --------------------------------------------------------------------------------
 
          Guardian Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                Market
                                               Value(1)
  Number                                        (000's
 of Shares                                     omitted)
- -----------                                  ------------
<C>          <S>                             <C>
  1,104,500  Morgan Stanley Dean Witter       $   99,957
  2,448,700  Wells Fargo                          89,990
                                             ------------
                                               1,189,899
                                             ------------
HEALTH CARE (12.3%)
  2,487,100  Aetna Inc.                          184,201
  1,469,900  American Home Products               87,459
  1,995,564  PacifiCare Health Systems
              Class B                            144,179 (2)
  3,295,996  Wellpoint Health Networks           259,972
                                             ------------
                                                 675,811
                                             ------------
TECHNOLOGY (12.0%)
  1,389,900  3Com Corp.                           43,695
  1,917,800  Compaq Computer                      67,602
  1,168,900  Hewlett-Packard                      77,659
    569,650  IBM                                  96,841
    500,000  KLA-Tencor                           25,906 (5)
    378,800  Micron Technology                    21,828
    824,300  Motorola, Inc.                       57,907
  2,045,000  Rational Software                    60,711
    530,400  Sun Microsystems                     51,615
    469,500  Teradyne, Inc.                       22,360
    602,700  Texas Instruments                    53,753 (5)
  1,428,600  Xerox Corp.                          78,841
                                             ------------
                                                 658,718
                                             ------------
TRANSPORTATION (1.7%)
    502,900  AMR Corp.                            27,880
  1,005,000  Continental Airlines Class B         34,798
  1,301,400  Northwest Airlines                   32,535
                                             ------------
                                                  95,213
                                             ------------
             TOTAL COMMON STOCKS (COST
              $3,977,212)                      4,894,141
                                             ------------
PREFERRED STOCKS (1.1%)
  2,258,200  News Corp. ADR (COST $56,624)        59,278
                                             ------------
<CAPTION>
 
                                                Market
                                               Value(1)
 Principal                                      (000's
  Amount                                       omitted)
- -----------                                  ------------
<C>          <S>                             <C>
U.S. TREASURY SECURITIES (2.4%)
$132,840,000 U.S. Treasury Bills, 4.345% &
              4.425%, due 4/1/99 & 4/22/99
              (COST $132,260)                 $  132,238
                                             ------------
REPURCHASE AGREEMENTS (2.4%)
131,215,000  State Street Bank and Trust
              Co. Repurchase Agreement,
              4.70%, due 3/1/99, dated
              2/26/99, Maturity Value
              $131,266,393, Collateralized
              by $115,340,000 U.S. Treasury
              Bonds, 7.25%, due 5/15/16
              (Collateral Value
              $135,164,409) (COST $131,215)      131,215 (3)
                                             ------------
SHORT-TERM INVESTMENTS (6.0%)
 50,000,000  Koch Industries, Inc., 4.76%,
              due 3/1/99                          50,000
 50,000,000  Pitney Bowes Inc., 4.85%, due
              3/1/99                              50,000
 25,000,000  Vulcan Materials Co., 4.81%,
              due 3/1/99                          25,000
 40,550,000  National Australia Funding,
              4.80%, due 3/2/99                   40,544
 50,000,000  Export Development Corp.,
              4.80%, due 3/3/99                   49,987
 50,000,000  Ford Motor Credit Co., 4.84%,
              due 3/4/99                          49,980
</TABLE>
 
                                      C-8
<PAGE>
                                                   February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
 
          Guardian Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                Market
                                               Value(1)
 Principal                                      (000's
  Amount                                       omitted)
- -----------                                  ------------
<C>          <S>                             <C>
$30,000,000  Enterprise Funding Corp.,
              4.87%, due 3/5/99               $   29,984
 26,202,000  USAA Capital Corp., 4.81%, due
              3/5/99                              26,188
  7,002,158  N&B Securities Lending Quality
              Fund, LLC                            7,002
                                             ------------
             TOTAL SHORT-TERM INVESTMENTS
              (COST $328,685)                    328,685(3)
                                             ------------
             TOTAL INVESTMENTS (100.9%)
              (COST $4,625,996)                5,545,557(4)
             Liabilities, less cash,
              receivables and other assets
              [(0.9%)]                           (48,020)
                                             ------------
             TOTAL NET ASSETS (100.0%)        $5,497,537
                                             ------------
</TABLE>
 
SEE NOTES TO SCHEDULE OF INVESTMENTS
 
                                      C-9
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Manhattan Portfolio
 
<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ---------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Donaldson, Lufkin & Jenrette                    2.2%
 2.  Citrix Systems                                  2.1%
 3.  Staples, Inc.                                   2.0%
 4.  Elan Corp. ADR                                  2.0%
 5.  Kansas City Southern Industries                 1.9%
 6.  TJX Cos.                                        1.8%
 7.  Capital One Financial                           1.8%
 8.  Dollar Tree Stores                              1.8%
 9.  Intuit Inc.                                     1.7%
10.  Republic Services                               1.7%
</TABLE>
<TABLE>
<CAPTION>
                                                Market
                                               Value(1)
  Number                                        (000's
 of Shares                                     omitted)
- -----------                                  -------------
<C>          <S>                             <C>
COMMON STOCKS (96.3%)
BUSINESS SERVICES (6.6%)
    364,900  Avis Rent A Car                 $     8,370
    282,600  Cambridge Technology Partners         7,100
    106,500  International Network Services        5,445
     97,800  NCR Corp.                             4,004
    397,500  Saville Systems ADR                   7,925
    179,800  Valassis Communications               8,630
                                             -------------
                                                  41,474
                                             -------------
CAPITAL GOODS (1.7%)
    621,700  Republic Services                    10,841
                                             -------------
COMMUNICATIONS (5.8%)
    223,300  American Tower                        5,987
    278,900  ICG Communications                    5,247
    225,100  Intermedia Communications             4,080
     94,100  Jones Intercable Class A              3,811
 
<CAPTION>
                                                Market
                                               Value(1)
  Number                                        (000's
 of Shares                                     omitted)
- -----------                                  -------------
<C>          <S>                             <C>
    102,100  NTL Inc.                          $   7,932
    336,300  RSL Communications                    9,606
                                             -------------
                                                  36,663
                                             -------------
CONSUMER CYCLICALS (19.9%)
    132,600  Abercrombie & Fitch                  10,078
     65,300  Amazon.com                            8,367
     83,300  Costco Cos.                           6,690
    277,900  Dollar Tree Stores                   11,116
    346,500  Furniture Brands International        7,406
    180,500  Hayes Lemmerz International           4,693
    267,800  Lennar Corp.                          6,210
    273,900  Linens 'n Things                      9,860
    229,100  Office Depot                          8,176
    329,775  Outdoor Systems                       9,213
    434,400  Staples, Inc.                        12,774
    320,600  Sylvan Learning Systems              10,660
    395,200  TJX Cos.                             11,288
    320,500  Tower Automotive                      5,969
    140,400  Travel Services International         2,141
                                             -------------
                                                 124,641
                                             -------------
CONSUMER STAPLES (10.3%)
     81,500  American Italian Pasta                2,078
    178,500  Brinker International                 5,165
    335,500  Capstar Broadcasting                  6,773
    112,150  Cardinal Health                       8,096
    245,000  Chancellor Media                     10,719
    350,900  CKE Restaurants                       9,321
     80,600  Estee Lauder                          6,997
     70,900  Jones Apparel Group                   1,981
     86,600  SFX Entertainment                     5,293
    217,300  Suiza Foods                           8,040
                                             -------------
                                                  64,463
                                             -------------
</TABLE>
 
                                      C-10
<PAGE>
                                                   February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
 
          Manhattan Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                Market
                                               Value(1)
  Number                                        (000's
 of Shares                                     omitted)
- -----------                                  -------------
<C>          <S>                             <C>
ELECTRICAL EQUIPMENT (5.5%)
    149,100  Altera Corp.                    $     7,250
    122,800  KLA-Tencor                            6,363
    170,100  Level One Communications              5,698
     75,800  Micron Technology                     4,368
     98,700  PMC-Sierra                            6,995
     45,700  RF Micro Devices                      3,519
                                             -------------
                                                  34,193
                                             -------------
FINANCIAL SERVICES (9.8%)
     87,700  Capital One Financial                11,193
    241,100  Donaldson, Lufkin & Jenrette         13,743
    187,100  FINOVA Group                          9,507
    152,000  Nationwide Financial Services         6,906
    231,300  North Fork Bancorp.                   5,088
     82,700  Providian Financial                   8,446
     87,500  State Street                          6,710
                                             -------------
                                                  61,593
                                             -------------
HARDWARE (7.0%)
    343,000  Adaptec, Inc.                         6,838
    136,200  Ascend Communications                10,479
    194,300  Network Appliance                     8,161
    201,700  Sanmina Corp.                        10,539
     90,700  Uniphase Corp.                        7,993
                                             -------------
                                                  44,010
                                             -------------
HEALTH CARE (15.3%)
    345,000  Alternative Living Services           7,072
    100,900  ALZA Corp.                            5,291
    110,600  Biogen, Inc.                         10,631
    167,500  C. R. Bard                            9,443
<CAPTION>
                                                Market
                                               Value(1)
  Number                                        (000's
 of Shares                                     omitted)
- -----------                                  -------------
<C>          <S>                             <C>
    159,600  Elan Corp. ADR                    $  12,239
     53,500  Immunex Corp.                         7,570
    226,400  Mylan Laboratories                    6,184
    349,100  Omnicare, Inc.                        8,357
    385,600  Safeskin Corp.                        8,965
      7,900  Sepracor Inc.                           986
    263,500  STERIS Corp.                          8,663
     69,900  Sunrise Assisted Living               2,700
    158,600  Watson Pharmaceuticals                7,662
                                             -------------
                                                  95,763
                                             -------------
INTERNET (4.4%)
    123,100  Infoseek Corp.                        8,809
    109,600  Intuit Inc.                          10,844
     78,400  Safeguard Scientifics                 2,930
     33,600  Yahoo! Inc.                           5,158
                                             -------------
                                                  27,741
                                             -------------
SOFTWARE (8.1%)
    182,300  BMC Software                          7,451
    173,750  Citrix Systems                       13,400
    144,800  Compuware Corp.                       8,100
    178,800  Network Associates                    8,404
    227,500  Novell, Inc.                          4,408
    122,900  VERITAS Software                      8,726
                                             -------------
                                                  50,489
                                             -------------
TRANSPORTATION (1.9%)
    254,400  Kansas City Southern
              Industries                          11,893
                                             -------------
             TOTAL COMMON STOCKS (COST
              $489,643)                          603,764
                                             -------------
</TABLE>
 
                                      C-11
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 28, 1999 (Unaudited)
 
- --------------------------------------------------------------------------------
 
          Manhattan Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                Market
                                               Value(1)
 Principal                                      (000's
  Amount                                       omitted)
- -----------                                  -------------
<C>          <S>                             <C>
SHORT-TERM INVESTMENTS (21.3%)
$21,800,000  General Electric Capital
              Corp., 4.72%, due 3/1/99         $  21,800
111,711,022  N&B Securities Lending Quality
              Fund, LLC                          111,711
                                             -------------
             TOTAL SHORT-TERM INVESTMENTS
              (COST $133,511)                    133,511(3)
                                             -------------
             TOTAL INVESTMENTS (117.6%)
              (COST $623,154)                    737,275(4)
             Liabilities, less cash,
              receivables and other
              assets[(17.6%)]                   (110,263)
                                             -------------
             TOTAL NET ASSETS (100.0%)         $ 627,012
                                             -------------
</TABLE>
 
SEE NOTES TO SCHEDULE OF INVESTMENTS
 
                                      C-12
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 28, 1999 (Unaudited)
 
- --------------------------------------------------------------------------------
          Partners Portfolio
 
<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ---------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Bank One                                        3.1%
 2.  CIGNA Corp.                                     3.1%
 3.  Northern Telecom                                3.0%
 4.  MCI WorldCom                                    2.9%
 5.  MediaOne Group                                  2.8%
 6.  SLM Holding                                     2.5%
 7.  American Home Products                          2.5%
 8.  Xerox Corp.                                     2.5%
 9.  Chase Manhattan                                 2.4%
10.  Baxter International                            2.4%
</TABLE>
<TABLE>
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
COMMON STOCKS (97.4%)
AIRLINES (1.3%)
 1,532,100  Continental Airlines Class B    $    53,049
                                            ------------
AUTOMOBILE MANUFACTURING (1.5%)
   710,000  General Motors                       58,619
                                            ------------
AUTO/TRUCK REPLACEMENT PARTS (2.5%)
 1,215,000  AutoZone, Inc.                       42,525
 1,070,000  Delphi Automotive Systems            19,728
 1,036,000  Lear Corp.                           36,584
                                            ------------
                                                 98,837
                                            ------------
BANKING & FINANCIAL (10.4%)
 2,297,000  Bank One                            123,464
   988,000  BankAmerica Corp.                    64,529
 1,185,000  Chase Manhattan                      94,356
 2,063,300  Countrywide Credit Industries        78,147
 1,309,400  Household International              53,194
                                            ------------
                                                413,690
                                            ------------
CHEMICALS (0.5%)
   415,000  duPont                               21,295
                                            ------------
 
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
COMMUNICATIONS (4.9%)
   319,500  AT&T Corp.                      $    26,239
   945,400  Bell Atlantic                        54,301
 1,391,600  MCI WorldCom                        114,807
                                            ------------
                                                195,347
                                            ------------
ELECTRICAL & ELECTRONICS (3.6%)
 1,720,000  General Motors Class H               81,162
 1,165,000  Raytheon Co. Class A                 61,599
                                            ------------
                                                142,761
                                            ------------
ELECTRONICS (1.7%)
 2,191,200  Loral Space & Communications         39,442
   615,000  Teradyne, Inc.                       29,289
                                            ------------
                                                 68,731
                                            ------------
ENERGY (3.0%)
 1,899,200  McDermott International              37,865
 1,917,500  Texas Utilities                      81,374
                                            ------------
                                                119,239
                                            ------------
ENTERTAINMENT (1.1%)
 2,240,000  Mirage Resorts                       43,680
                                            ------------
FINANCIAL SERVICES (3.4%)
   390,000  Morgan Stanley Dean Witter           35,295
 2,338,800  SLM Holding                         100,276
                                            ------------
                                                135,571
                                            ------------
FOOD & TOBACCO (6.7%)
   940,000  Anheuser-Busch                       72,086
 2,293,900  ConAgra, Inc.                        69,104
 2,112,000  Nabisco Holdings                     93,720
   745,000  Philip Morris                        29,148
                                            ------------
                                                264,058
                                            ------------
FOOD PRODUCTS (1.5%)
   115,200  Diageo PLC ADR                        5,213
 1,940,000  Sara Lee                             52,744
                                            ------------
                                                 57,957
                                            ------------
</TABLE>
 
                                      C-13
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman
 
- --------------------------------------------------------------------------------
 
          Partners Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
GAS (1.6%)
 1,751,600  Praxair, Inc.                   $    61,197
                                            ------------
HEALTH CARE (15.9%)
 1,670,000  ALZA Corp.                           87,571
 1,665,000  American Home Products               99,067
 1,340,000  Baxter International                 94,302
 1,490,000  Becton, Dickinson & Co.              49,915
 1,361,900  Boston Scientific                    36,090
 1,082,000  Centocor, Inc.                       44,971
 1,550,000  CIGNA Corp.                         121,675
   630,000  McKesson HBOC                        42,840
 2,711,000  Tenet Healthcare                     53,373
                                            ------------
                                                629,804
                                            ------------
INDUSTRIAL GOODS & SERVICES (1.0%)
 1,585,700  Owens-Illinois                       37,958
                                            ------------
INSURANCE (4.1%)
 1,835,000  Ace, Ltd.                            50,004
   650,000  Aetna Inc.                           48,141
   501,000  Allstate Corp.                       18,787
   230,000  NAC Re                               12,434
   560,600  XL Capital                           34,337
                                            ------------
                                                163,703
                                            ------------
OIL & GAS (4.4%)
   490,000  Chevron Corp.                        37,669
   410,000  Schlumberger Ltd.                    19,910
 1,575,000  Texaco Inc.                          73,336
 2,100,000  Tosco Corp.                          43,444
                                            ------------
                                                174,359
                                            ------------
REAL ESTATE (0.8%)
 2,825,300  Host Marriott                        30,549
                                            ------------
RETAILING (3.8%)
 1,208,000  Consolidated Stores                  30,426
 1,180,000  Harcourt General                     54,059
 1,205,000  Tandy Corp.                          67,028
                                            ------------
                                                151,513
                                            ------------
<CAPTION>
                                               Market
                                              Value(1)
  Number                                       (000's
of Shares                                     omitted)
- ----------                                  ------------
<C>         <S>                             <C>
STEEL (0.8%)
 1,435,000  AK Steel Holding                $    31,301
                                            ------------
TECHNOLOGY (11.3%)
 1,857,100  Computer Associates                  77,998
 1,073,000  Hewlett-Packard                      71,287
   470,000  IBM                                  79,900
 2,475,000  Parametric Technology                38,053
 1,728,300  Quantum Corp.                        28,409
   575,000  Texas Instruments                    51,283
 1,790,000  Xerox Corp.                          98,786
                                            ------------
                                                445,716
                                            ------------
TELECOMMUNICATIONS (7.5%)
 1,050,800  GTE Corp.                            68,171
 2,045,000  MediaOne Group                      111,452
 2,036,600  Northern Telecom                    118,250
                                            ------------
                                                297,873
                                            ------------
UTILITIES (4.1%)
   657,000  PG&E Corp.                           20,696
 2,120,000  The Williams Cos.                    78,440
 1,760,000  Unicom Corp.                         62,590
                                            ------------
                                                161,726
                                            ------------
            TOTAL COMMON STOCKS (COST
             $3,492,631)                      3,858,533
                                            ------------
PREFERRED STOCKS (1.1%)
 1,660,000  News Corp. ADR (COST $43,439)        43,575
                                            ------------
</TABLE>
 
                                      C-14
<PAGE>
                                                   February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
 
          Partners Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                               Market
                                              Value(1)
Principal                                      (000's
  Amount                                      omitted)
- ----------                                  ------------
<C>         <S>                             <C>
REPURCHASE AGREEMENTS (1.3%)
$51,050,000 State Street Bank and Trust
             Co. Repurchase Agreement,
             4.70%, due 3/1/99, dated
             2/26/99, Maturity Value
             $51,066,995, Collateralized
             by $44,875,000 U.S. Treasury
             Bonds, 7.25%, due 5/15/16
             (Collateral Value
             $52,588,025) (COST $51,050)     $   51,050(3)
                                            ------------
SHORT-TERM INVESTMENTS (3.1%)
 6,000,000  USAA Capital Corp., 4.80%, due
             3/2/99                               5,999
25,000,000  Vulcan Materials Co., 4.85%,
             due 3/2/99                          24,997
92,088,729  N&B Securities Lending Quality
             Fund, LLC                           92,089
                                            ------------
            TOTAL SHORT-TERM INVESTMENTS
             (COST $123,085)                    123,085 (3)
                                            ------------
            TOTAL INVESTMENTS (102.9%)
             (COST $3,710,205)                4,076,243 (4)
            Liabilities, less cash,
             receivables and other assets
             [(2.9%)]                          (116,483 )
                                            ------------
            TOTAL NET ASSETS (100.0%)       $ 3,959,760
                                            ------------
</TABLE>
 
SEE NOTES TO SCHEDULE OF INVESTMENTS
 
                                      C-15
<PAGE>
NOTES TO SCHEDULE OF INVESTMENTS
                                                   February 28, 1999 (Unaudited)
- ----------------------------------------------------------------------
          Equity Managers Trust
1) Investment securities of each Portfolio are valued at the latest sales price;
   securities for which no sales were reported, unless otherwise noted, are
   valued at the mean between the closing bid and asked prices. The Portfolios
   value all other securities by a method the trustees of Equity Managers Trust
   believe accurately reflects fair value. Foreign security prices are furnished
   by independent quotation services expressed in local currency values. Foreign
   security prices are translated from the local currency into U.S. dollars
   using current exchange rates. Short-term debt securities with less than 60
   days until maturity may be valued at cost which, when combined with interest
   earned, approximates market value.
2) Affiliated issuer (see Note E of Notes to Financial Statements).
3) At cost, which approximates market value.
4) At February 28, 1999, selected Portfolio information on a U.S. Federal income
   tax basis was as follows:
 
<TABLE>
<CAPTION>
                                                                                                                NET
                                                                          GROSS              GROSS          UNREALIZED
                                                                       UNREALIZED         UNREALIZED       APPRECIATION
NEUBERGER BERMAN                                      COST            APPRECIATION       DEPRECIATION      (DEPRECIATION)
- ------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>                 <C>               <C>
FOCUS PORTFOLIO                                  $ 1,059,364,728     $   679,640,706     $ 61,537,630      $618,103,076
GENESIS PORTFOLIO                                  1,762,881,325         182,036,789      237,157,652       (55,120,863)
GUARDIAN PORTFOLIO                                 4,631,212,166       1,236,374,590      322,029,482       914,345,108
MANHATTAN PORTFOLIO                                  623,154,006         151,141,461       37,020,222       114,121,239
PARTNERS PORTFOLIO                                 3,713,681,052         512,732,171      150,170,224       362,561,947
</TABLE>
 
5) The following securities were held in escrow at February 28, 1999, to cover
   outstanding call options written:
 
<TABLE>
<CAPTION>
                                                                                     PREMIUM       MARKET
                                           SECURITIES AND         MARKET VALUE         ON           VALUE
NEUBERGER BERMAN            SHARES             OPTIONS            OF SECURITIES      OPTIONS     OF OPTIONS
- ------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>                        <C>               <C>           <C>
GUARDIAN PORTFOLIO          200,000       BankBoston Corp.          $ 8,087,500    $   543,982   $  700,000
                                            May 1999 @ 40
                            500,000          KLA-Tencor              25,906,250      1,947,435    2,187,500
                                           March 1999 @ 50
                            100,000       Texas Instruments           8,918,750        671,978      125,000
                                          March 1999 @ 100
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      C-16
<PAGE>
                 (This page has been left blank intentionally.)
 
                                      C-17
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
- ----------------------------------------------------------------------
          Equity Managers Trust
 
<TABLE>
<CAPTION>
                                                        FOCUS           GENESIS
(000'S OMITTED)                                       PORTFOLIO        PORTFOLIO
                                                    -------------------------------
<S>                                                 <C>              <C>
ASSETS
      Investments in securities, at market value*
        (Notes A & E) -- see Schedule of
        Investments:
          Unaffiliated issuers                      $   1,660,863    $   1,545,777
          Non-controlled affiliated issuers                16,605          161,983
                                                    -------------------------------
                                                        1,677,468        1,707,760
      Cash                                                      6                4
      Dividends and interest receivable                     1,404            3,276
      Prepaid expenses and other assets                        23               47
      Receivable for securities sold                       42,727           20,410
                                                    -------------------------------
                                                        1,721,628        1,731,497
                                                    -------------------------------
LIABILITIES
      Option contracts written, at market value
        (Note A)                                               --               --
      Payable for collateral on securities loaned
        (Note A)                                           48,892           34,356
      Payable for securities purchased                     32,914           12,641
      Payable for variation margin (Note A)                    --               --
      Payable to investment manager (Note B)                  627              988
      Accrued expenses and other payables                     657            1,250
                                                    -------------------------------
                                                           83,090           49,235
                                                    -------------------------------
NET ASSETS Applicable to Investors' Beneficial
  Interests                                         $   1,638,538    $   1,682,262
                                                    -------------------------------
 
NET ASSETS consist of:
      Paid-in capital                               $   1,018,851    $   1,737,383
      Net unrealized appreciation (depreciation)
        in value of investment securities,
        financial futures contracts, and option
        contracts                                         619,687          (55,121)
                                                    -------------------------------
NET ASSETS                                          $   1,638,538    $   1,682,262
                                                    -------------------------------
*Cost of investments:
Unaffiliated issuers                                $   1,024,810    $   1,584,548
Non-controlled affiliated issuers                          32,971          178,333
                                                    -------------------------------
      Total cost of investments                     $   1,057,781    $   1,762,881
                                                    -------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      C-18
<PAGE>
                                                   February 28, 1999 (Unaudited)
- ----------------------------------------------------------------------
          Equity Managers Trust
 
<TABLE>
<CAPTION>
                                                       GUARDIAN        MANHATTAN         PARTNERS
                                                      PORTFOLIO        PORTFOLIO        PORTFOLIO
                                                    ------------------------------------------------
<S>                                                 <C>              <C>              <C>
ASSETS
    Investments in securities, at market value*
      (Notes A & E) -- see Schedule of
      Investments:
          Unaffiliated issuers                      $   5,211,569    $     737,275    $   4,076,243
          Non-controlled affiliated issuers               333,988               --               --
                                                    ------------------------------------------------
                                                        5,545,557          737,275        4,076,243
      Cash                                                     10                4                8
      Dividends and interest receivable                     8,768            2,253            7,237
      Prepaid expenses and other assets                       115               59               70
      Receivable for securities sold                      106,079            5,468            1,438
                                                    ------------------------------------------------
                                                        5,660,529          745,059        4,084,996
                                                    ------------------------------------------------
LIABILITIES
      Option contracts written, at market value
        (Note A)                                            3,012               --               --
      Payable for collateral on securities loaned
        (Note A)                                            7,002          111,711           92,089
      Payable for securities purchased                    146,184            3,851           28,145
      Payable for variation margin (Note A)                 2,261               --               --
      Payable to investment manager (Note B)                1,928              263            1,396
      Accrued expenses and other payables                   2,605            2,222            3,606
                                                    ------------------------------------------------
                                                          162,992          118,047          125,236
                                                    ------------------------------------------------
NET ASSETS Applicable to Investors' Beneficial
  Interests                                         $   5,497,537    $     627,012    $   3,959,760
                                                    ------------------------------------------------
 
NET ASSETS consist of:
      Paid-in capital                               $   4,555,306    $     512,891    $   3,593,722
      Net unrealized appreciation (depreciation)
        in value of investment securities,
        financial futures contracts, and option
        contracts                                         942,231          114,121          366,038
                                                    ------------------------------------------------
NET ASSETS                                          $   5,497,537    $     627,012    $   3,959,760
                                                    ------------------------------------------------
*Cost of investments:
Unaffiliated issuers                                $   4,264,323    $     623,154    $   3,710,205
Non-controlled affiliated issuers                         361,673               --               --
                                                    ------------------------------------------------
      Total cost of investments                     $   4,625,996    $     623,154    $   3,710,205
                                                    ------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      C-19
<PAGE>
STATEMENTS OF OPERATIONS
- ----------------------------------------------------------------------
          Equity Managers Trust
 
<TABLE>
<CAPTION>
                                                       FOCUS         GENESIS
(000'S OMITTED)                                      PORTFOLIO      PORTFOLIO
                                                    ---------------------------
<S>                                                 <C>            <C>
INVESTMENT INCOME
    Income:
      Dividend income -- unaffiliated issuers       $     6,393    $    16,601
      Dividend income -- non-controlled affiliated
        issuers                                             243            391
      Interest income                                       497          3,155
      Foreign taxes withheld (Note A)                       (37)            --
                                                    ---------------------------
        Total income                                      7,096         20,147
                                                    ---------------------------
    Expenses:
      Investment management fee (Note B)                  3,723          6,961
      Accounting fees                                         5              5
      Auditing fees                                          21             23
      Custodian fees (Note B)                               122            181
      Insurance expense                                      10             13
      Legal fees                                             13             16
      Trustees' fees and expenses                            11             15
      Miscellaneous                                          --             22
                                                    ---------------------------
        Total expenses                                    3,905          7,236
      Expenses reduced by custodian fee expense
        offset arrangement (Note B)                          (2)            (4)
                                                    ---------------------------
        Total net expenses                                3,903          7,232
                                                    ---------------------------
        Net investment income (loss)                      3,193         12,915
                                                    ---------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Net realized gain (loss) on investment
      securities sold in unaffiliated issuers            67,598        (81,908)
    Net realized loss on investment securities
      sold in non-controlled affiliated issuers          (5,311)        (1,491)
    Net realized gain on option contracts (Note A)           54             --
    Net realized gain on financial futures
      contracts (Note A)                                     --             --
    Change in net unrealized appreciation
      (depreciation) of investment securities,
      financial futures contracts, and option
      contracts (Note A)                                395,546        217,640
                                                    ---------------------------
        Net gain on investments                         457,887        134,241
                                                    ---------------------------
        Net increase in net assets resulting from
          operations                                $   461,080    $   147,156
                                                    ---------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      C-20
<PAGE>
                          For the Six Months Ended February 28, 1999 (Unaudited)
- ----------------------------------------------------------------------
          Equity Managers Trust
 
<TABLE>
<CAPTION>
                                                      GUARDIAN       MANHATTAN         PARTNERS
                                                     PORTFOLIO       PORTFOLIO        PORTFOLIO
                                                    ----------------------------------------------
<S>                                                 <C>            <C>              <C>
INVESTMENT INCOME
    Income:
      Dividend income -- unaffiliated issuers       $    28,153    $         578    $      38,731
      Dividend income -- non-controlled affiliated
        issuers                                             845               --               --
      Interest income                                    16,496              976            3,279
      Foreign taxes withheld (Note A)                      (554)              --             (107)
                                                    ----------------------------------------------
        Total income                                     44,940            1,554           41,903
                                                    ----------------------------------------------
    Expenses:
      Investment management fee (Note B)                 12,941            1,595            8,923
      Accounting fees                                         5                5                5
      Auditing fees                                          24               31               23
      Custodian fees (Note B)                               426               92              303
      Insurance expense                                      44                4               24
      Legal fees                                             14               13                9
      Trustees' fees and expenses                            36                6               25
      Miscellaneous                                          --                7               --
                                                    ----------------------------------------------
        Total expenses                                   13,490            1,753            9,312
      Expenses reduced by custodian fee expense
        offset arrangement (Note B)                          (2)              (3)              (2)
                                                    ----------------------------------------------
        Total net expenses                               13,488            1,750            9,310
                                                    ----------------------------------------------
        Net investment income (loss)                     31,452             (196)          32,593
                                                    ----------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Net realized gain (loss) on investment
      securities sold in unaffiliated issuers           443,851           16,611          157,610
    Net realized loss on investment securities
      sold in non-controlled affiliated issuers              --               --               --
    Net realized gain on option contracts (Note A)        3,042               --               --
    Net realized gain on financial futures
      contracts (Note A)                                 81,082               --               --
    Change in net unrealized appreciation
      (depreciation) of investment securities,
      financial futures contracts, and option
      contracts (Note A)                                767,858          126,995          537,283
                                                    ----------------------------------------------
        Net gain on investments                       1,295,833          143,606          694,893
                                                    ----------------------------------------------
        Net increase in net assets resulting from
          operations                                $ 1,327,285    $     143,410    $     727,486
                                                    ----------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      C-21
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------
          Equity Managers Trust
 
<TABLE>
<CAPTION>
                                                      FOCUS                          GENESIS
                                                    PORTFOLIO                       PORTFOLIO
                                           Six Months                      Six Months
                                              Ended           Year            Ended           Year
                                          February 28,        Ended       February 28,        Ended
                                              1999         August 31,         1999         August 31,
(000'S OMITTED)                            (UNAUDITED)        1998         (UNAUDITED)        1998
                                          -------------------------------------------------------------
<S>                                       <C>             <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
 
FROM OPERATIONS:
    Net investment income (loss)          $      3,193    $     10,123    $     12,915    $     23,438
    Net realized gain (loss) on
      investments                               62,341          74,686         (83,399)         35,406
    Change in net unrealized
      appreciation (depreciation) of
      investments                              395,546        (360,086)        217,640        (545,041)
                                          -------------------------------------------------------------
    Net increase (decrease) in net
      assets resulting from operations         461,080        (275,277)        147,156        (486,197)
                                          -------------------------------------------------------------
TRANSACTIONS IN INVESTORS' BENEFICIAL
  INTERESTS:
    Additions                                   25,197         178,065         115,426       1,557,053
    Reductions                                (165,217)       (158,751)       (392,675)       (342,152)
                                          -------------------------------------------------------------
    Net increase (decrease) in net
      assets resulting from transactions
      in investors' beneficial interests      (140,020)         19,314        (277,249)      1,214,901
                                          -------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS          321,060        (255,963)       (130,093)        728,704
NET ASSETS:
    Beginning of period                      1,317,478       1,573,441       1,812,355       1,083,651
                                          -------------------------------------------------------------
    End of period                         $  1,638,538    $  1,317,478    $  1,682,262    $  1,812,355
                                          -------------------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      C-22
<PAGE>
- ----------------------------------------------------------------------
          Equity Managers Trust
 
<TABLE>
<CAPTION>
                                                   GUARDIAN                      MANHATTAN                     PARTNERS
                                                   PORTFOLIO                     PORTFOLIO                     PORTFOLIO
                                           Six Months                    Six Months                    Six Months
                                             Ended           Year          Ended           Year          Ended           Year
                                          February 28,      Ended       February 28,      Ended       February 28,      Ended
                                              1999        August 31,        1999        August 31,        1999        August 31,
                                          (UNAUDITED)        1998       (UNAUDITED)        1998       (UNAUDITED)        1998
                                          ---------------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
 
FROM OPERATIONS:
    Net investment income (loss)          $    31,452    $    78,026    $      (196)   $      (343)   $    32,593    $    46,344
    Net realized gain (loss) on
      investments                             527,975        893,833         16,611         45,585        157,610        408,784
    Change in net unrealized
      appreciation (depreciation) of
      investments                             767,858     (2,420,985)       126,995       (106,156)       537,283       (872,798)
                                          ---------------------------------------------------------------------------------------
    Net increase (decrease) in net
      assets resulting from operations      1,327,285     (1,449,126)       143,410        (60,914)       727,486       (417,670)
                                          ---------------------------------------------------------------------------------------
TRANSACTIONS IN INVESTORS' BENEFICIAL
  INTERESTS:
    Additions                                  46,875        391,142         18,985         53,069        135,861        743,583
    Reductions                             (1,664,428)    (1,912,418)       (58,742)       (90,539)      (484,924)      (320,149)
                                          ---------------------------------------------------------------------------------------
    Net increase (decrease) in net
      assets resulting from transactions
      in investors' beneficial interests   (1,617,553)    (1,521,276)       (39,757)       (37,470)      (349,063)       423,434
                                          ---------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS        (290,268)    (2,970,402)       103,653        (98,384)       378,423          5,764
NET ASSETS:
    Beginning of period                     5,787,805      8,758,207        523,359        621,743      3,581,337      3,575,573
                                          ---------------------------------------------------------------------------------------
    End of period                         $ 5,497,537    $ 5,787,805    $   627,012    $   523,359    $ 3,959,760    $ 3,581,337
                                          ---------------------------------------------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                      C-23
<PAGE>
NOTES TO FINANCIAL STATEMENTS
                                                   February 28, 1999 (Unaudited)
- ----------------------------------------------------------------------
          Equity Managers Trust
 
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1) GENERAL: Neuberger Berman Focus Portfolio ("Focus"), Neuberger Berman Genesis
   Portfolio ("Genesis"), Neuberger Berman Guardian Portfolio ("Guardian"),
   Neuberger Berman Manhattan Portfolio ("Manhattan"), and Neuberger Berman
   Partners Portfolio ("Partners") (collectively, the "Portfolios") are separate
   operating series of Equity Managers Trust ("Managers Trust"), a New York
   common law trust organized as of December 1, 1992. Managers Trust is
   registered as a diversified, open-end management investment company under the
   Investment Company Act of 1940, as amended (the "1940 Act"). Other regulated
   investment companies sponsored by Neuberger Berman Management Inc.
   ("Management"), whose financial statements are not presented herein, also
   invest in Managers Trust.
      The assets of each Portfolio belong only to that Portfolio, and the
   liabilities of each Portfolio are borne solely by that Portfolio and no
   other.
2) PORTFOLIO VALUATION: Investment securities are valued as indicated in the
   notes following the Portfolios' Schedule of Investments.
3) FOREIGN CURRENCY TRANSLATION: The accounting records of the Portfolios are
   maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
   dollars at the current rate of exchange of such currency against the U.S.
   dollar to determine the value of investments, other assets and liabilities.
   Purchase and sale prices of securities, and income and expenses are
   translated into U.S. dollars at the prevailing rate of exchange on the
   respective dates of such transactions.
4) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
   recorded on a trade date basis. Dividend income is recorded on the
   ex-dividend date or, for certain foreign dividends, as soon as the Portfolio
   becomes aware of the dividends. Non-cash dividends included in dividend
   income, if any, are recorded at the fair market value of the securities
   received. Interest income, including accretion of original issue discount,
   where applicable, and accretion of discount on short-term investments, is
   recorded on the accrual basis. Realized gains and losses from securities
   transactions and foreign currency transactions are recorded on the basis of
   identified cost.
5) TAXES: Managers Trust intends to comply with the requirements of the Internal
   Revenue Code. Each Portfolio of Managers Trust also intends to conduct its
   operations so that each of its investors will be able to qualify as a
   regulated investment company. Each Portfolio will be treated as a partnership
   for U.S. Federal income tax purposes and is therefore not subject to U.S.
   Federal income tax.
 
                                      C-24
<PAGE>
6) FOREIGN TAXES: Foreign taxes withheld represent amounts withheld by foreign
   tax authorities, net of refunds recoverable.
7) EXPENSE ALLOCATION: Each Portfolio bears all costs of its operations.
   Expenses incurred by Managers Trust with respect to any two or more
   portfolios are allocated in proportion to the net assets of such portfolios,
   except where a more appropriate allocation of expenses to each portfolio can
   otherwise be made fairly. Expenses directly attributable to a portfolio are
   charged to that portfolio.
8) CALL OPTIONS: Premiums received by each Portfolio upon writing a covered call
   option are recorded in the liability section of each Portfolio's Statement of
   Assets and Liabilities and are subsequently adjusted to the current market
   value. When an option is exercised, closed, or expired, the Portfolio
   realizes a gain or loss and the liability is eliminated. A Portfolio bears
   the risk of a decline in the price of the security during the period,
   although any potential loss during the period would be reduced by the amount
   of the option premium received. In general, written covered call options may
   serve as a partial hedge against decreases in value in the underlying
   securities to the extent of the premium received. All securities covering
   outstanding options are held in escrow by the custodian bank.
 
   Summary of option transactions for the six months ended February 28, 1999:
 
<TABLE>
<CAPTION>
                                                                VALUE
                                                                 WHEN
FOCUS                                            NUMBER        WRITTEN
- -------------------------------------------------------------------------
<S>                                              <C>         <C>
CONTRACTS OUTSTANDING 8/31/98                         0      $          0
CONTRACTS WRITTEN                                10,180         3,425,092
CONTRACTS EXPIRED                                (1,880)         (920,082)
CONTRACTS EXERCISED                              (3,525)         (870,436)
CONTRACTS CLOSED                                 (4,775)       (1,634,574)
                                                 ------------------------
CONTRACTS OUTSTANDING 2/28/99                         0      $          0
                                                 ------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                 VALUE
                                                                  WHEN
GUARDIAN                                          NUMBER        WRITTEN
- --------------------------------------------------------------------------
<S>                                              <C>          <C>
CONTRACTS OUTSTANDING 8/31/98                      7,018      $  3,498,330
CONTRACTS WRITTEN                                 42,000        17,810,913
CONTRACTS EXPIRED                                (12,518)       (5,081,776)
CONTRACTS EXERCISED                              (15,000)       (8,098,489)
CONTRACTS CLOSED                                 (13,500)       (4,965,583)
                                                 -------------------------
CONTRACTS OUTSTANDING 2/28/99                      8,000      $  3,163,395
                                                 -------------------------
</TABLE>
 
9) FINANCIAL FUTURES CONTRACTS: Focus and Guardian may each buy and sell
   financial futures contracts to hedge against a possible decline in the value
   of their portfolio securities. Also, Focus and Guardian may each buy and sell
   stock index futures contracts for purposes of managing cash flow. At the time
   a Portfolio
 
                                      C-25
<PAGE>
   enters into a financial futures contract, it is required to deposit with its
   custodian a specified amount of cash or liquid securities, known as "initial
   margin," ranging upward from 1.1% of the value of the financial futures
   contract being traded. Each day, the futures contract is valued at the
   official settlement price of the board of trade or U.S. commodity exchange on
   which such futures contract is traded. Subsequent payments, known as
   "variation margin," to and from the broker are made on a daily basis as the
   market price of the financial futures contract fluctuates. Daily variation
   margin adjustments, arising from this "mark to market," are recorded by the
   Portfolios as unrealized gains or losses.
      Although some financial futures contracts by their terms call for actual
   delivery or acceptance of financial instruments, in most cases the contracts
   are closed out prior to delivery by offsetting purchases or sales of matching
   financial futures contracts. When the contracts are closed, a Portfolio
   recognizes a gain or loss. Risks of entering into futures contracts include
   the possibility there may be an illiquid market and/or a change in the value
   of the contract may not correlate with changes in the value of the underlying
   securities.
      For U.S. Federal income tax purposes, the futures transactions undertaken
   by a Portfolio may cause that Portfolio to recognize gains or losses from
   marking to market even though its positions have not been sold or terminated,
   may affect the character of the gains or losses recognized as long-term or
   short-term, and may affect the timing of some capital gains and losses
   realized by the Portfolios. Also, a Portfolio's losses on transactions
   involving futures contracts may be deferred rather than being taken into
   account currently in calculating such Portfolio's taxable income.
      During the period ended February 28, 1999, Focus did not enter into any
   financial futures contracts.
      At February 28, 1999, open positions in financial futures contracts for
   Guardian were as follows:
 
<TABLE>
<CAPTION>
                                                                                               UNREALIZED
   EXPIRATION                             OPEN CONTRACTS                           POSITION    APPRECIATION
- ----------------------------------------------------------------------------------------------------------
<S>               <C>          <C>                                                 <C>         <C>
March 1999             1,507   S&P 500 Futures                                        Long     $22,519,480
</TABLE>
 
      At February 28, 1999, Guardian had the following securities deposited in a
   segregated account to cover margin requirements on open financial futures
   contracts:
 
<TABLE>
<CAPTION>
    PRINCIPAL
    AMOUNT                            SECURITY
    -----------------------------------------------------------
    <S>              <C>
    $ 10,205,000      U.S. Treasury Bills, 4.345%, due 4/1/1999
 
      21,500,000     U.S. Treasury Bills, 4.425%, due 4/22/1999
</TABLE>
 
10) SECURITY LENDING: Securities loans involve certain risks in the event a
    borrower should fail financially, including delays or inability to recover
    the lent securities or
 
                                      C-26
<PAGE>
    foreclose against the collateral. The investment manager, under the general
    supervision of Managers Trust's Board of Trustees, monitors the
    creditworthiness of the parties to whom the Portfolios make security loans.
    The Portfolios will not lend securities on which covered call options have
    been written, or lend securities on terms which would prevent each of their
    investors from qualifying as a regulated investment company. Effective June
    1, 1998, the Portfolios entered into a Securities Lending Agreement with
    Morgan Stanley & Co. Incorporated ("Morgan"). The Portfolios receive cash
    collateral equal to at least 100% of the current market value of the loaned
    securities. The Portfolios invest the cash collateral in the N&B Securities
    Lending Quality Fund, LLC ("investment vehicle"), which is managed by State
    Street Bank and Trust Company pursuant to guidelines approved by Managers
    Trust's investment manager. Income earned on the investment vehicle is paid
    to Morgan monthly. The Portfolios receive a fee, payable monthly, negotiated
    by the Portfolios and Morgan, based on the number and duration of the
    lending transactions. At February 28, 1999, the value of the securities
    loaned and the value of the collateral were as follows:
 
<TABLE>
<CAPTION>
                                                   VALUE OF
                                                  SECURITIES         VALUE OF
                                                    LOANED          COLLATERAL
- --------------------------------------------------------------------------------
<S>                                              <C>               <C>
FOCUS                                            $  47,933,652     $  48,892,335
GENESIS                                             33,682,579        34,356,306
GUARDIAN                                             6,864,855         7,002,158
MANHATTAN                                          109,520,578       111,711,022
PARTNERS                                            90,283,072        92,088,729
</TABLE>
 
11) REPURCHASE AGREEMENTS: Each Portfolio may enter into repurchase agreements
    with institutions that each Portfolio's investment manager has determined
    are creditworthy. Each repurchase agreement is recorded at cost. A Portfolio
    requires that the securities purchased in a repurchase transaction be
    transferred to the custodian in a manner sufficient to enable a Portfolio to
    obtain those securities in the event of a default under the repurchase
    agreement. A Portfolio monitors, on a daily basis, the value of the
    securities transferred to ensure that their value, including accrued
    interest, is greater than amounts owed to a Portfolio under each such
    repurchase agreement.
 
NOTE B -- MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:
   Each Portfolio retains Management as its investment manager under a
Management Agreement. For such investment management services, each Portfolio
(except Genesis) pays Management a fee at the annual rate of 0.55% of the first
$250 million of that Portfolio's average daily net assets, 0.525% of the next
$250 million, 0.50% of the next $250 million, 0.475% of the next $250 million,
0.45% of the next $500 million, and 0.425% of average daily net assets in excess
of $1.5 billion. Genesis pays Management a fee for investment management
services at the annual rate of 0.85% of the first
 
                                      C-27
<PAGE>
$250 million of that Portfolio's average daily net assets, 0.80% of the next
$250 million, 0.75% of the next $250 million, 0.70% of the next $250 million,
and 0.65% of average daily net assets in excess of $1 billion. Prior to December
15, 1997, Management had voluntarily agreed to waive a portion of the management
fee borne directly by Genesis and indirectly by any entity that invested in
Genesis to reduce the annual fee by 0.10% per annum of average daily net assets
of Genesis. Effective December 15, 1997, the above waiver was terminated.
   All of the capital stock of Management is owned by individuals who are also
principals of Neuberger Berman, LLC ("Neuberger"), a member firm of The New York
Stock Exchange and sub-adviser to each Portfolio. Neuberger is retained by
Management to furnish it with investment recommendations and research
information without added cost to each Portfolio. Several individuals who are
officers and/or trustees of Managers Trust are also principals of Neuberger
and/or officers and/or directors of Management.
   Each Portfolio has an expense offset arrangement in connection with its
custodian contract. In addition, in connection with the Securities Lending
Agreement between each Portfolio and Morgan, Morgan has agreed to reimburse each
Portfolio for transaction costs incurred on security lending transactions
charged by the custodian. The impact of these arrangements, respectively,
reflected in the Statements of Operations under the caption Custodian fees, was
a reduction of $162 and $1,632, $166 and $3,536, $315 and $1,624, $116 and
$2,944, and $168 and $1,856, for Focus, Genesis, Guardian, Manhattan, and
Partners, respectively.
 
NOTE C -- SECURITIES TRANSACTIONS:
   During the six months ended February 28, 1999, there were purchase and sale
transactions (excluding short-term securities, financial futures contracts, and
option contracts) as follows:
 
<TABLE>
<CAPTION>
                                                    PURCHASES             SALES
- ------------------------------------------------------------------------------------
<S>                                              <C>                 <C>
FOCUS                                            $   397,301,619     $   525,042,028
GENESIS                                              232,202,486         474,841,102
GUARDIAN                                           2,144,893,710       4,020,900,683
MANHATTAN                                            283,532,028         321,578,824
PARTNERS                                           3,272,942,139       3,435,597,084
</TABLE>
 
                                      C-28
<PAGE>
   During the six months ended February 28, 1999, there were brokerage
commissions on securities paid to Neuberger and other brokers as follows:
 
<TABLE>
<CAPTION>
                                                                    OTHER
                                                  NEUBERGER        BROKERS          TOTAL
- --------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>
FOCUS                                            $  518,826      $   561,853     $ 1,080,679
GENESIS                                             528,353          536,852       1,065,205
GUARDIAN                                          2,043,446        4,106,527       6,149,973
MANHATTAN                                           195,212          288,686         483,898
PARTNERS                                          4,586,919        3,987,457       8,574,376
</TABLE>
 
NOTE D -- COMBINED LINE OF CREDIT:
   At February 28, 1999, Genesis and Manhattan, were two of the holders of a
committed, unsecured $100,000,000 combined line of credit with State Street Bank
and Trust Company, to be used only for temporary or emergency purposes. Interest
is charged on borrowings under this agreement at the overnight Federal Funds
Rate plus 0.75% per annum. A facility fee of 0.07% per annum of the available
line of credit is charged, of which Genesis and Manhattan each has agreed to pay
its pro rata share, based on the ratio of its individual net assets to the net
assets of all the participants at the time the fee is due and payable. The fee
is paid quarterly in arrears. No compensating balance is required. Other
investment companies managed by Management also participate in the line of
credit on the same terms. Because several investment companies participate,
there is no assurance that an individual Portfolio will have access to the
entire $100,000,000 at any particular time. Genesis and Manhattan had no loans
outstanding pursuant to this line of credit at February 28, 1999. During the six
months ended February 28, 1999, Genesis and Manhattan did not utilize this line
of credit.
 
NOTE E -- INVESTMENTS IN NON-CONTROLLED AFFILIATES*:
 
<TABLE>
<CAPTION>
FOCUS
                                     BALANCE OF      GROSS        GROSS        BALANCE OF
                                     SHARES HELD   PURCHASES      SALES       SHARES HELD         VALUE
                                     AUGUST 31,       AND          AND        FEBRUARY 28,     FEBRUARY 28,
NAME OF ISSUER:                         1998       ADDITIONS   REDUCTIONS         1999             1999
- ------------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>         <C>           <C>              <C>
ADVANTA Corp. Class A                   948,694          0        150,194          798,500      $ 9,332,469
ADVANTA Corp. Class B                   910,000          0        107,500          802,500        7,272,656
Sierra Health Services**              1,360,000          0      1,360,000                0                0
</TABLE>
 
                                      C-29
<PAGE>
 
<TABLE>
<CAPTION>
GENESIS
                                                 BALANCE OF        GROSS           GROSS         BALANCE OF
                                                 SHARES HELD     PURCHASES         SALES         SHARES HELD          VALUE
                                                 AUGUST 31,         AND             AND         FEBRUARY 28,      FEBRUARY 28,
NAME OF ISSUER:                                     1998         ADDITIONS      REDUCTIONS          1999              1999
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>            <C>             <C>               <C>
AAR Corp.                                         1,748,650         60,900          28,200         1,781,350      $ 26,942,919
ADAC Laboratories                                 1,003,100         42,200           2,000         1,043,300        18,648,988
Alliant Techsystems                                 648,500         90,600          23,700           715,400        56,650,738
Aviall Inc.                                       1,194,100         50,400               0         1,244,500        17,189,656
DONCASTERS PLC ADR                                  468,300              0               0           468,300         8,283,056
Eltron International**                              420,000              0         420,000                 0                 0
Inprise Corp.                                     2,606,300              0               0         2,606,300        13,031,500
Pameco Corp.**                                      281,800              0         281,800                 0                 0
Primex Technologies                                 235,000        102,000               0           337,000        14,006,563
SOS Staffing Services                               641,900        172,500               0           814,400         7,227,800
</TABLE>
 
                                      C-30
<PAGE>
 
<TABLE>
<CAPTION>
GUARDIAN
                                                 BALANCE OF         GROSS           GROSS         BALANCE OF
                                                 SHARES HELD      PURCHASES         SALES         SHARES HELD           VALUE
                                                 AUGUST 31,          AND             AND         FEBRUARY 28,        FEBRUARY 28,
NAME OF ISSUER:                                     1998          ADDITIONS      REDUCTIONS          1999                1999
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>             <C>               <C>
Cabot Corp.                                       3,841,000               0               0         3,841,000      $     96,745,188
Capital One Financial**                           3,087,900               0       1,001,900         2,086,000           266,225,750
Coltec Industries**                               4,863,900               0       4,863,900                 0                     0
Countrywide Credit Industries**                   6,590,000               0       1,579,200         5,010,800           189,784,050
Foundation Health Systems**                       9,939,900               0       9,939,900                 0                     0
Mark IV Industries**                              2,942,081               0       2,942,081                 0                     0
PacifiCare Health Systems Class B                 1,988,564           7,000               0         1,995,564           144,179,499
Republic Services                                 3,835,000       1,502,000               0         5,337,000            93,063,938
UCAR International**                              2,176,200               0       2,176,200                 0                     0
Wellpoint Health Networks**                       3,674,996          25,000         404,000         3,295,996           259,971,685
</TABLE>
 
 *AFFILIATED ISSUERS, AS DEFINED IN THE 1940 ACT, INCLUDE ISSUERS IN WHICH THE
  PORTFOLIO HELD 5% OR MORE OF THE OUTSTANDING VOTING SECURITIES.
 
**AT FEBRUARY 28, 1999, THE ISSUERS OF THESE SECURITIES WERE NO LONGER
  AFFILIATED WITH THE PORTFOLIO.
 
NOTE F -- UNAUDITED FINANCIAL INFORMATION:
   The financial information included in this interim report is taken from the
records of each Portfolio without audit by independent accountants/auditors.
Annual reports contain audited financial statements.
 
                                      C-31
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Focus Portfolio
 
<TABLE>
<CAPTION>
                                             Six Months
                                               Ended
                                            February 28,
                                                1999                             Year Ended August 31,
                                            (UNAUDITED)        1998          1997          1996         1995        1994
                                            ------------------------------------------------------------------------------
<S>                                         <C>              <C>           <C>           <C>           <C>         <C>
RATIOS TO AVERAGE NET ASSETS:
    Gross Expenses(1)                              .51%(2)         .51%          .53%          .54%         --          --
                                            ------------------------------------------------------------------------------
    Net Expenses                                   .51%(2)         .51%          .53%          .54%        .57%        .58%
                                            ------------------------------------------------------------------------------
    Net Investment Income                          .42%(2)         .59%          .54%         1.04%       1.05%       1.16%
                                            ------------------------------------------------------------------------------
Portfolio Turnover Rate                             26%             64%           63%           39%         36%         52%
                                            ------------------------------------------------------------------------------
Net Assets, End of Period (in millions)       $1,638.5        $1,317.5      $1,573.4      $1,122.4      $969.2      $645.0
                                            ------------------------------------------------------------------------------
</TABLE>
 
1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.
 
2) Annualized.
 
                                      C-32
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Genesis Portfolio
 
<TABLE>
<CAPTION>
                                             Six Months
                                               Ended
                                            February 28,
                                                1999                            Year Ended August 31,
                                            (UNAUDITED)        1998          1997         1996        1995        1994
                                            ----------------------------------------------------------------------------
<S>                                         <C>              <C>           <C>           <C>         <C>         <C>
RATIOS TO AVERAGE NET ASSETS:
    Gross Expenses(1)                              .74%(2)         .72%          .77%        .85%         --          --
                                            ----------------------------------------------------------------------------
    Net Expenses                                   .74%(2)         .72%(3)       .77%(3)     .85%(3)     .94%(3)     .98%
                                            ----------------------------------------------------------------------------
    Net Investment Income                         1.32%(2)        1.13%          .32%        .27%        .25%        .18%
                                            ----------------------------------------------------------------------------
Portfolio Turnover Rate                             13%             18%           18%         21%         37%         63%
                                            ----------------------------------------------------------------------------
Net Assets, End of Period (in millions)       $1,682.3        $1,812.4      $1,083.7      $259.9      $142.2      $138.6
                                            ----------------------------------------------------------------------------
</TABLE>
 
1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.
 
2) Annualized.
 
3) Had the investment manager not waived a portion of the management fee, the
   annualized ratios of net expenses to average daily net assets would have
   been:
 
<TABLE>
<CAPTION>
                                        YEAR ENDED AUGUST 31,
                                1998       1997       1996       1995
<S>                           <C>        <C>        <C>        <C>
- ------------------------------------------------------------------------
Net Expenses                    .74%       .87%       .95%       .97%
                              ------------------------------------------
</TABLE>
 
                                      C-33
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Guardian Portfolio
 
<TABLE>
<CAPTION>
                                             Six Months
                                               Ended
                                            February 28,
                                                1999                               Year Ended August 31,
                                            (UNAUDITED)        1998          1997          1996          1995          1994
                                            ----------------------------------------------------------------------------------
<S>                                         <C>              <C>           <C>           <C>           <C>           <C>
RATIOS TO AVERAGE NET ASSETS:
    Gross Expenses(1)                              .46%(2)         .46%          .46%          .46%           --            --
                                            ----------------------------------------------------------------------------------
    Net Expenses                                   .46%(2)         .46%          .46%          .46%          .48%          .50%
                                            ----------------------------------------------------------------------------------
    Net Investment Income                         1.07%(2)         .92%          .89%         1.72%         1.72%         1.66%
                                            ----------------------------------------------------------------------------------
Portfolio Turnover Rate                             41%             60%           50%           37%           26%           24%
                                            ----------------------------------------------------------------------------------
Net Assets, End of Period (in millions)       $5,497.5        $5,787.8      $8,758.2      $6,232.5      $4,613.2      $2,480.3
                                            ----------------------------------------------------------------------------------
</TABLE>
 
1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.
 
2) Annualized.
 
                                      C-34
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Manhattan Portfolio
 
<TABLE>
<CAPTION>
                                             Six Months
                                               Ended
                                            February 28,
                                                1999                          Year Ended August 31,
                                            (UNAUDITED)       1998        1997        1996        1995        1994
                                            ------------------------------------------------------------------------
<S>                                         <C>              <C>         <C>         <C>         <C>         <C>
RATIOS TO AVERAGE NET ASSETS:
    Gross Expenses(1)                            .58%(2)         .57%        .59%        .58%         --          --
                                            ------------------------------------------------------------------------
    Net Expenses                                 .58%(2)         .57%        .59%        .58%        .59%        .59%
                                            ------------------------------------------------------------------------
    Net Investment Income (Loss)                (.07%)(2)       (.05%)       .20%        .13%        .42%        .53%
                                            ------------------------------------------------------------------------
Portfolio Turnover Rate                           49%             90%         89%         53%         44%         50%
                                            ------------------------------------------------------------------------
Net Assets, End of Period (in millions)       $627.0          $523.4      $621.7      $567.4      $645.4      $521.7
                                            ------------------------------------------------------------------------
</TABLE>
 
1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.
 
2) Annualized.
 
                                      C-35
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Partners Portfolio
 
<TABLE>
<CAPTION>
                                             Six Months
                                               Ended
                                            February 28,
                                                1999                               Year Ended August 31,
                                            (UNAUDITED)        1998          1997          1996          1995          1994
                                            ----------------------------------------------------------------------------------
<S>                                         <C>              <C>           <C>           <C>           <C>           <C>
RATIOS TO AVERAGE NET ASSETS:
    Gross Expenses(1)                              .47%(2)         .47%          .48%          .51%           --            --
                                            ----------------------------------------------------------------------------------
    Net Expenses                                   .47%(2)         .47%          .48%          .51%          .53%          .54%
                                            ----------------------------------------------------------------------------------
    Net Investment Income                         1.64%(2)        1.11%         1.05%         1.26%         1.13%          .75%
                                            ----------------------------------------------------------------------------------
Portfolio Turnover Rate                             85%            109%           77%           96%           98%           75%
                                            ----------------------------------------------------------------------------------
Net Assets, End of Period (in millions)       $3,959.8        $3,581.3      $3,575.6      $1,999.6      $1,623.5      $1,340.3
                                            ----------------------------------------------------------------------------------
</TABLE>
 
1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.
 
2) Annualized.
 
                                      C-36
<PAGE>
OTHER INFORMATION
 
DIRECTORY
INVESTMENT MANAGER, ADMINISTRATOR
AND DISTRIBUTOR
Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800.877.9700 or 212.476.8800
Institutional Services 800.366.6264
 
SUB-ADVISER
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158-3698
 
CUSTODIAN AND SHAREHOLDER
SERVICING AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
 
ADDRESS CORRESPONDENCE TO:
Neuberger Berman Funds
Institutional Services
605 Third Avenue 2nd Floor
New York, NY 10158-0180
 
LEGAL COUNSEL
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
2nd Floor
Washington, DC 20036-1800
 
OFFICERS AND TRUSTEES
Stanley Egener
 CHAIRMAN OF THE BOARD AND TRUSTEE
Lawrence Zicklin
 PRESIDENT AND TRUSTEE
Faith Colish
 TRUSTEE
Howard A. Mileaf
 TRUSTEE
Edward I. O'Brien
 TRUSTEE
John T. Patterson, Jr.
 TRUSTEE
John P. Rosenthal
 TRUSTEE
Cornelius T. Ryan
 TRUSTEE
Gustave H. Shubert
 TRUSTEE
Daniel J. Sullivan
 VICE PRESIDENT
Michael J. Weiner
 VICE PRESIDENT
Richard Russell
 TREASURER
Claudia A. Brandon
 SECRETARY
Barbara DiGiorgio
 ASSISTANT TREASURER
Celeste Wischerth
 ASSISTANT TREASURER
Stacy Cooper-Shugrue
 ASSISTANT SECRETARY
C. Carl Randolph
 ASSISTANT SECRETARY
 
- -C- 1999 Neuberger Berman Management Inc.
 
                                      D-1
<PAGE>

                   Statistics and projections in this report are derived from
                   sources deemed to be reliable but cannot be regarded as a
                   representation of future results of the Funds. This report 
                   is prepared for the general information of shareholders and
                   is not an offer of shares  of the Funds. Shares are sold
                   only through the currently effective prospectus, which must
                   precede or accompany this report.

[NEUBERGER BERMAN LOGO]

                   NEUBERGER BERMAN MANAGEMENT INC.
                   605 Third Avenue 2nd Floor
                   New York, NY 10158-0180
                   SHAREHOLDER SERVICES
                   800.877.9700
                   INSTITUTIONAL SERVICES
                   800.366.6264
                   WWW.NBFUNDS.COM 

                   [RECYCLED LOGO]  NMATR5620499




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