NEUBERGER BERMAN EQUITY ASSETS
485BPOS, 1999-12-01
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    As filed with the Securities and Exchange Commission on November 30, 1999
                       1933 Act Registration No. 33-82568
                       1940 Act Registration No. 811-8106


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933      [  X  ]
                                                                          -----

                  Pre-Effective Amendment No.                            [     ]

                  Post-Effective Amendment No.         16                [  X  ]
                                                     -----                -----
                                    and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  [  X  ]
                                                                          -----

                                Amendment No. 18                         [  X  ]
                                                                          -----

                        (Check appropriate box or boxes)

                         NEUBERGER BERMAN EQUITY ASSETS
             (Exact Name of the Registrant as Specified in Charter)
                           605 Third Avenue, 2nd Floor
                          New York, New York 10158-0180
                    (Address of Principal Executive Offices)

       Registrant's Telephone Number, including area code: (212) 476-8800

                           Michael M. Kassen, President
                         Neuberger Berman Equity Assets
                           605 Third Avenue, 2nd Floor
                          New York, New York 10158-0180

                            Arthur C. Delibert, Esq.
                           Kirkpatrick & Lockhart LLP
                   1800 Massachusetts Avenue, N.W., 2nd Floor
                           Washington, D.C. 20036-1800
                   (Names and Addresses of agents for service)

            Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

[   ] immediately upon filing pursuant to paragraph (b)
[ X ] on December 8, 1999 pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[   ] on pursuant to paragraph (a)(1)
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] on ________________ pursuant to paragraph (a)(2)

         Neuberger  Berman  Equity  Assets  is  a  "master/feeder   fund."  This
Post-Effective  Amendment No. 16 includes a signature  page for the master fund,
Equity Managers Trust, and appropriate officers and trustees thereof.

<PAGE>

                         NEUBERGER BERMAN EQUITY ASSETS

            CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 16 ON FORM N-1A

         This Post-Effective Amendment consists of the following papers and
documents:

Cover Sheet

Contents of Post-Effective Amendment No. 16  on Form N-1A

Neuberger Berman  Socially Responsive Assets


                  Part A -  Prospectus

                  Part B -  Statement of Additional Information

                  Part C -  Other Information


Signature Pages

Exhibit Index

<PAGE>



<PAGE>
[PHOTO]                                                  [LOGO] NEUBERGER BERMAN

NEUBERGER BERMAN
SOCIALLY RESPONSIVE ASSETS-SM-
- --------------------------------------------------------------------------------
                    PROSPECTUS DECEMBER 1, 1999


                        These securities, like the securities of all mutual
                        funds, have not been approved or disapproved by the
                        Securities and Exchange Commission and the Securities
                        and Exchange Commission has not determined if this
                        prospectus is accurate or complete. Any representation
                        to the contrary is a criminal offense.

<PAGE>
CONTENTS
- -----------------


              NEUBERGER BERMAN EQUITY ASSETS

PAGE 2 ......  Socially Responsive Assets

              YOUR INVESTMENT

     8 ......  Maintaining Your Account

    10 ......  Share Prices

    11 ......  Distributions and Taxes

    13 ......  Fund Structure




                             The "Neuberger Berman" name and logo are service
                             marks of Neuberger Berman, LLC. "Neuberger Berman
                             Management Inc." and the fund name in this
                             prospectus is either a service mark or registered
                             trademark of Neuberger Berman Management Inc.
                             -C-1999 Neuberger Berman Management Inc.

<PAGE>
- ------------------------------------------------------------

[SIDEBAR]

FUND MANAGEMENT

The fund is managed by Neuberger Berman Management Inc., in conjunction with
Neuberger Berman, LLC, as sub-adviser. Together, the firms manage more than
$51.3 billion in total assets (as of September 30, 1999) and continue an asset
management history that began in 1939.


RISK INFORMATION
This prospectus discusses principal risks of investing in fund shares. These and
other risks are discussed in detail in the Statement of Additional Information
(see back cover).
[MAIN TEXT]

  THIS FUND:

- - IS DESIGNED FOR INVESTORS WITH LONG-TERM GOALS IN MIND

- - OFFERS YOU THE OPPORTUNITY TO PARTICIPATE IN FINANCIAL MARKETS THROUGH A
  PROFESSIONALLY MANAGED STOCK PORTFOLIO


- - USES A MASTER/FEEDER STRUCTURE IN ITS PORTFOLIO; SEE PAGE 13 FOR INFORMATION
  ON HOW IT WORKS



- - CARRIES CERTAIN RISKS, INCLUDING THE RISK THAT YOU COULD LOSE MONEY IF FUND
  SHARES ARE WORTH LESS THAN WHAT YOU PAID



- - IS A MUTUAL FUND, NOT A BANK DEPOSIT, AND IS NOT GUARANTEED OR INSURED BY THE
  FDIC OR ANY OTHER GOVERNMENT AGENCY


                                                         1
<PAGE>
[PHOTO]

NEUBERGER BERMAN
SOCIALLY RESPONSIVE ASSETS
- --------------------------------------------------------------------------------
                                      [PHOTO]

                              ABOVE: PORTFOLIO MANAGER JANET PRINDLE

"WE BELIEVE THAT SOUND PRACTICES IN AREAS LIKE EMPLOYMENT AND THE ENVIRONMENT
CAN HAVE A POSITIVE IMPACT ON A COMPANY'S BOTTOM LINE. WE LOOK FOR COMPANIES
THAT MEET VALUE INVESTING CRITERIA AND ALSO SHOW A COMMITMENT TO UPHOLD OR
IMPROVE THEIR STANDARDS OF CORPORATE CITIZENSHIP."

                      2
<PAGE>
GOAL & STRATEGY
- ------------------------------------------------------------

[SIDEBAR]

SOCIAL INVESTING
Funds that follow social policies seek something in addition to economic
success. They are designed to allow investors to put their money to work and
also support companies that follow principles of good corporate citizenship.

VALUE INVESTING
At any given time, there are companies whose stock prices are below the market
average, based on earnings, book value, or other financial measures. The value
investor examines these companies, searching for those that may rise in price
when other investors realize their worth.
[MAIN TEXT]

  [ICON]
         THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL BY INVESTING PRIMARILY IN
         SECURITIES OF COMPANIES THAT MEET THE FUND'S FINANCIAL CRITERIA AND
         SOCIAL POLICY.

To pursue this goal, the fund invests mainly in common stocks of mid- to
large-capitalization companies. The fund seeks to reduce risk by investing in a
large number of companies across many different industries.

The managers initially screen companies using value investing criteria. They
look for undervalued companies with solid balance sheets, strong management,
consistent cash flows, and other value-related factors. Among companies that
meet these criteria, the managers look for those that show leadership in three
areas:
- - environmental concerns
- - diversity in the work force
- - progressive employment and workplace practices, and community relations

The managers typically also look at a company's record in public health and the
nature of its products. The managers judge firms on their corporate citizenship
overall, considering their accomplishments as well as their goals. While these
judgments are inevitably subjective, the fund endeavors to avoid companies that
derive revenue from alcohol, tobacco, gambling, or weapons, or that are involved
in nuclear power. The fund also does not invest in any company that derives its
total revenue primarily from non-consumer sales to the military.


The fund normally invests at least 65% of its total assets in accordance with
its social policy. When a stock no longer meets the fund's investment criteria,
the manager will consider selling it.


The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

                            Socially Responsive Assets   3
<PAGE>
MAIN RISKS
- ------------------------------------------------------------

[SIDEBAR]

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements. In using certain derivatives to gain stock market exposure for excess
cash holdings, the fund increases its risk of loss. These investments are not
subject to the fund's social policy.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.


When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

[MAIN TEXT]

  [ICON]  Most of the fund's performance depends
          on what happens in the stock market. The market's behavior is
          unpredictable, particularly in the short term. Because of this, the
value of your investment will rise and fall, and you could lose money.

The fund's social policy could cause it to underperform similar funds that do
not have a social policy. Among the reasons for this are:

- - undervalued stocks that don't meet the social criteria could outperform those
  that do

- - economic or political changes could make certain companies less attractive for
  investment

- - the social policy could cause the fund to sell or avoid stocks that
  subsequently perform well


To the extent that the fund emphasizes mid- or large-cap stocks, it takes on the
associated risks. Mid-cap stocks tend to be more volatile than large-cap stocks,
and are usually more sensitive to economic and market factors. At any given
time, one or both groups of stocks may be out of favor with investors.


With a value approach, there is also the risk that stocks may remain undervalued
during a given period. This may happen because value stocks as a category lose
favor with investors compared to growth stocks or because the managers failed to
anticipate which stocks or industries would benefit from changing market or
economic conditions.

                      4  Neuberger Berman
<PAGE>
PERFORMANCE
- ------------------------------------------------------------

[SIDEBAR]

PERFORMANCE MEASURES
The information on this page provides different measures of the fund's total
return. Total return includes the effect of distributions as well as changes in
share price. The figures assume that all distributions were reinvested.

As a frame of reference, the table includes a broad-based market index. Fund
performance figures include all expenses; the index does not include costs of
investment.
[MAIN TEXT]

PERFORMANCE


  [ICON] The charts below provide an indication of
          the risks of investing in the fund. The bar chart below shows how
         performance has varied from year to year. The table below the chart
         shows what the returns would equal if you averaged out actual
         performance over various lengths of time and compares that return with
         a broad measure of market performance. This information is based on
         past performance; it's not a prediction of future results.


YEAR-BY-YEAR % RETURNS as of 12/31 each year*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>  <C>
1989
90
91
92
93
94
95   38.94%
96   18.50%
97   24.41%
98   15.01%
      Q4
     '98
BEST  up
QUARTER: 20.98%
      Q3
     '98
WORST down
QUARTER: 14.24%
Year-to-date
performance
as of down
9/30/99: 0.27%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98*

<TABLE>
<CAPTION>
                                                   Since
                                                 Inception
                                       1 Year     3/16/94
- ----------------------------------------------------------
<S>                                   <C>        <C>
SOCIALLY RESPONSIVE FUND               15.01       18.67
S&P 500 Index                          28.52       25.00
</TABLE>

 The S&P 500 is an unmanaged index of U.S. stocks.

* THE FUND BEGAN OPERATING IN JUNE 1999. PERFORMANCE RESULTS FROM MARCH 1994 TO
  JUNE 1999 ARE ACTUALLY THOSE OF ANOTHER NEUBERGER BERMAN FUND THAT BEGAN
  OPERATIONS IN 1994, AND INVESTS IN THE SAME PORTFOLIO OF SECURITIES. BECAUSE
  THE OLDER FUND HAD LOWER EXPENSES, ITS PERFORMANCE WAS BETTER THAN SOCIALLY
  RESPONSIVE ASSETS WOULD HAVE HAD. THAT OLDER FUND IS NOT OFFERED IN THIS
  PROSPECTUS.

                            Socially Responsive Assets   5
<PAGE>
INVESTOR EXPENSES
- ------------------------------------------------------------

[SIDEBAR]

MANAGEMENT

JANET PRINDLE, a Vice President of Neuberger Berman Management and a Managing
Director of Neuberger Berman, LLC, joined the latter firm in 1977. She has been
managing assets using social criteria since 1990.



ROBERT LADD and INGRID SAUKAITIS are Vice Presidents of Neuberger Berman
Management and Associate Managers of the fund. Ladd has been a portfolio manager
at the firm since 1992 and is a Managing Director of Neuberger Berman, LLC;
Saukaitis was project director for a social research group from 1995 to 1997.


NEUBERGER BERMAN MANAGEMENT is the fund's investment adviser, and in turn
engages Neuberger Berman, LLC to provide management and related services. For
these services, the fund pays NB Management a fee at the annual rate of 0.55% of
the first $250 million of the 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.
[MAIN TEXT]

  [ICON]  The fund does not charge you any fees for
          buying, selling, or exchanging shares, or for maintaining your
          account. Your only fund cost is your share of annual operating
expenses. The expense example can help you compare costs among funds.

FEE TABLE

 SHAREHOLDER FEES                             None
- -------------------------------------------------------
 ANNUAL OPERATING EXPENSES (% of average net assets)*
 These are deducted from fund assets, so you pay them indirectly.


<TABLE>
<S>      <C>                                  <C>
         Management fees                      0.95
PLUS:    Distribution (12b-1) fees            0.25
         Other expenses**                     0.54
                                              ....
EQUALS:  Total annual operating expenses      1.74
MINUS:   Expense reimbursement                0.24
                                              ....
EQUALS:  Net expenses                         1.50
</TABLE>



 * NEUBERGER BERMAN MANAGEMENT HAS AGREED TO REIMBURSE CERTAIN EXPENSES OF THE
   FUND THROUGH 12/31/02, SO THAT THE TOTAL ANNUAL OPERATING EXPENSES OF THE
   FUND ARE LIMITED TO 1.50% OF AVERAGE NET ASSETS. THIS ARRANGEMENT DOES NOT
   COVER INTEREST, TAXES, BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES. THE
   FUND HAS AGREED TO REPAY NEUBERGER BERMAN MANAGEMENT FOR EXPENSES REIMBURSED
   TO THE FUND PROVIDED THAT REPAYMENT DOES NOT CAUSE THE FUND'S ANNUAL
   OPERATING EXPENSES IN ANY YEAR TO EXCEED 1.50% OF ITS AVERAGE NET ASSETS. ANY
   SUCH REPAYMENT MUST BE MADE WITHIN THREE YEARS AFTER NEUBERGER BERMAN
   MANAGEMENT INCURRED THE EXPENSE. THE TABLE INCLUDES COSTS PAID BY THE FUND
   AND ITS SHARE OF MASTER PORTFOLIO COSTS. FOR MORE INFORMATION ON
   MASTER/FEEDER FUNDS, SEE "FUND STRUCTURE" ON PAGE 13.

** OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

EXPENSE EXAMPLE

 The example assumes that you invested $10,000 for the periods shown, that you
 earned a hypothetical 5% total return each year, and that the fund's expenses
 were those in the table above. Your costs would be the same whether you sold
 your shares or continued to hold them at the end of each period. Actual
 performance and expenses may be higher or lower.

<TABLE>
<CAPTION>
                      1 Year  3 Years
- -------------------------------------
<S>                   <C>     <C>
Expenses               $153    $474
</TABLE>

                      6  Neuberger Berman
<PAGE>

FINANCIAL HIGHLIGHTS



<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,                                                   1999(1)
- -------------------------------------------------------------------------------------
<S>       <C>                                                      <C>
PER-SHARE DATA ($)
Data apply to a single share throughout the period indicated. You can see what the
fund earned (or lost), what it distributed to investors, and how its share price
changed.
          Share price (NAV) at beginning of period                              10.00
PLUS:     Income from investment operations
          Net investment loss                                                   (0.01)
          Net gains/losses -- realized and unrealized                           (0.14)
          Subtotal: income from investment operations                           (0.15)
                                                                   ..................
EQUALS:   Share price (NAV) at end of period                                     9.85
- -------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment loss -- as they actually are
as well as how they would have been if certain expense reimbursement and offset
arrangements had not been in effect.
Net expenses -- actual                                                           1.50(2)
Gross expenses(3)                                                              507.01(2)
Expenses(4)                                                                      1.50(2)
Net investment loss -- actual                                                   (0.56)(2)
- -------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over the
period, assuming all distributions were reinvested. The turnover rate reflects how
actively the fund bought and sold securities.
Total return (%)                                                                (1.50)(5)(6)
Net assets at end of period (in millions of dollars)                              0.1
Portfolio turnover rate (%)                                                        53
</TABLE>



The figures above have been audited by PricewaterhouseCoopers LLP, the fund's
independent accountants. Their report, along with full financial statements,
appears in the fund's most recent shareholder report (see back cover).



(1) PERIOD FROM 6/9/99 (BEGINNING OF OPERATIONS) TO 8/31/99.



(2) ANNUALIZED.



(3) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
    REIMBURSEMENT.



(4) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
    ARRANGEMENTS. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
    9/1/95.



(5) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
    CERTAIN EXPENSES.


(6) NOT ANNUALIZED.


                            Socially Responsive Assets   7
<PAGE>
YOUR INVESTMENT

MAINTAINING YOUR
ACCOUNT
- ------------------------------------------------------------

[SIDEBAR]

YOUR INVESTMENT PROVIDER
The fund shares described in this prospectus are available only through
investment providers such as banks, brokerage firms, workplace retirement
programs, and financial advisers.

The fees and policies outlined in this prospectus are set by the fund and by
Neuberger Berman Management. However, most of the information you'll need for
managing your investment will come from your investment provider. This includes
information on how to buy and sell shares, investor services, and additional
policies.

In exchange for the services it offers, your investment provider may charge
fees, which are generally in addition to those described in this prospectus.
[MAIN TEXT]

To buy or sell shares of the fund, contact your investment provider. All
investments must be made in U.S. dollars, and investment checks must be drawn on
a U.S. bank. The fund does not issue certificates for shares.

Most investment providers allow you to take advantage of the Neuberger Berman
fund exchange program, which is designed for moving money from one Neuberger
Berman fund to another through an exchange of shares. However, this privilege
can be withdrawn from any investor that we believe is trying to "time the
market" or is otherwise making exchanges that we judge to be excessive. Frequent
exchanges can interfere with fund management and affect costs and performance
for other shareholders.

Under certain circumstances, the fund reserves the right to:

- - suspend the offering of shares

- - reject any exchange or investment order

- - change, suspend, or revoke the exchange privilege

- - satisfy an order to sell fund shares with securities rather than cash, for
  certain very large orders

- - suspend or postpone the redemption of shares on days when trading on the New
  York Stock Exchange is restricted, or as otherwise permitted by the SEC

                      8  Neuberger Berman
<PAGE>
- ------------------------------------------------------------

[SIDEBAR]

BUYING SHARES BEFORE
A DISTRIBUTION
The money the fund earns, either as income or as capital gains, is reflected in
its share price until the fund makes a distribution. At that time, the amount of
the distribution is deducted from the share price. The amount of the
distribution is either reinvested in additional fund shares or paid to
shareholders in cash.

Because of this, if you buy shares just before the fund makes a distribution,
you'll end up getting some of your investment back as a taxable distribution.
You can avoid this situation by waiting to invest until after the distribution
has been made.

Generally, if you're investing in a tax-advantaged account, there are no tax
consequences to you.
[MAIN TEXT]

The proceeds from the shares you sold are generally sent out the next business
day after your order is executed, and nearly always within three business days.
There are two cases in which proceeds may be delayed beyond this time:

- - in unusual circumstances where the law allows additional time if needed

- - if a check you wrote to buy shares hasn't cleared by the time you sell those
  shares

If you think you may need to sell shares soon after buying them, you can avoid
the check clearing time (which may be up to 15 days) by investing by wire or
certified check.


DISTRIBUTION AND SHAREHOLDER SERVICING FEE -- The fund has adopted a plan under
which it pays 0.25% of its average net assets every year to support share
distribution and shareholder servicing. These fees increase the cost of
investing in the fund. Over the long term, they could result in higher overall
costs than other types of sales charges.


                                       Your Investment   9
<PAGE>
SHARE PRICES
- ------------------------------------------------------------

[SIDEBAR]

SHARE PRICE CALCULATIONS
The fund's share price is the total value of its assets minus its liabilities,
divided by the total number of shares. Because the value of the fund's
securities changes every business day, the share price usually changes as well.

When valuing portfolio securities, the fund uses market prices. However, in rare
cases, events that occur after certain markets have closed may render these
prices unreliable.

When the fund believes a market price does not reflect a security's true value,
the fund may substitute for the market price a fair-value estimate derived
through methods approved by its trustees. The fund may also use these methods
to value certain types of illiquid securities.
[MAIN TEXT]

Because the fund does not have an initial sales charge, the price you pay for
each share of the fund is the fund's net asset value per share. Similarly,
because the fund charges no fee for selling shares, it pays you the full share
price when you sell shares. Remember that your investment provider may charge
fees for its services.


The fund is open for business every day the New York Stock Exchange is open. The
Exchange is closed on all national holidays and Good Friday; fund shares will
not be priced on those days. In general, every buy or sell order you place will
go through at the next share price to be calculated after your order has been
accepted; check with your investment provider to find out by what time your
order must be received in order to be processed the same day. The fund
calculates its share price as of the end of regular trading on the Exchange on
business days, usually 4:00 p.m. eastern time. Depending on when your investment
provider accepts orders, it's possible that the fund's share price could change
on days when you are unable to buy or sell shares.


Also, because foreign markets may be open on days when U.S. markets are closed,
the value of foreign securities owned by the fund could change on days when you
can't buy or sell fund shares. Remember though, any purchase or sale takes place
at the next share price calculated after your order is received.

                      10  Neuberger Berman
<PAGE>
DISTRIBUTIONS
AND TAXES
- ------------------------------------------------------------

[SIDEBAR]

TAXES AND YOU
The taxes you actually owe on distributions and transactions can vary with many
factors, such as your tax bracket, how long you held your shares, and whether
you owe alternative minimum tax.

How can you figure out your tax liability on fund distributions and
transactions? One helpful tool is the tax statement that your investment
provider sends you every January. It details the distributions you received
during the past year and shows their tax status. A separate statement covers
your transactions.

Most importantly, consult your tax professional. Everyone's tax situation is
different, and your professional should be able to help you answer any questions
you may have.
[MAIN TEXT]

DISTRIBUTIONS -- The fund pays out to shareholders any net income and net
capital gains. Ordinarily, the fund makes any distributions once a year (in
December).

Consult your investment provider whether your income and capital gains
distributions from the fund will be reinvested in the fund or paid to you in
cash.

HOW DISTRIBUTIONS ARE TAXED -- Except for tax-advantaged retirement accounts,
all fund distributions you receive are generally taxable to you, regardless of
whether you take them in cash or reinvest them. Fund distributions to Roth IRAs,
other individual retirement accounts and qualified retirement plans generally
are tax-free. Eventual withdrawals from a Roth IRA of those amounts also may be
tax-free, while withdrawals from other retirement accounts and plans generally
are subject to tax.

Distributions are taxable in the year you receive them. In some cases,
distributions you receive in January are taxable as if they had been paid the
previous year. Your tax statement (see sidebar) will help clarify this for you.

Income distributions and short-term capital gain distributions are generally
taxed as regular income. Distributions of other capital gains are generally
taxed as long-term capital gains. The tax treatment of capital gain
distributions depends on how long the fund held the securities it sold, not when
you bought your shares of the fund or whether you reinvested your distributions.

                                      Your Investment   11
<PAGE>
DISTRIBUTIONS
AND TAXES CONTINUED
- -------------------------------------------------------------------

[SIDEBAR]

EURO AND YEAR 2000
ISSUES
Like other mutual funds, the fund could be affected by problems relating to the
conversion of European currencies into the Euro, which extends from 1/1/99 to
7/1/02, and the ability of computer systems to recognize the year 2000.

At Neuberger Berman, we are taking steps to ensure that our own computer systems
are compliant with Euro and Year 2000 issues and to determine that the systems
used by our major service providers are also compliant. We are also making
efforts to determine whether companies in the fund's portfolio will be affected
by either issue.

At the same time, it is impossible to know whether these problems, which could
disrupt fund operations and investments if uncorrected, have been adequately
addressed until the dates in question arrive.
[MAIN TEXT]


HOW SHARE TRANSACTIONS ARE TAXED -- When you sell fund shares, you generally
realize a gain or loss. The exception, once again, is tax-advantaged retirement
accounts.


UNCASHED CHECKS -- When you receive a check, you may want to deposit or cash it
right away, as you will not receive interest on uncashed checks.

                      12  Neuberger Berman
<PAGE>
FUND STRUCTURE
- ------------------------------------------------------------

The fund uses a "master/feeder" structure.

Rather than investing directly in securities, the fund is a "feeder fund,"
meaning that it invests in a corresponding "master portfolio." The master
portfolio in turn invests in securities, using the strategies described in this
prospectus. One potential benefit of this structure is lower costs, since the
expenses of the master portfolio can be shared with any other feeder funds. In
this prospectus we have used the word "fund" to mean the feeder fund and its
master portfolio.

For reasons relating to costs or a change in investment goal, among others, the
feeder fund could switch to another master portfolio or decide to manage its
assets itself. The fund is not currently contemplating such a move.

                                      Your Investment   13
<PAGE>
- ------------------------------------------------------------

[SIDEBAR]

OBTAINING INFORMATION
You can obtain a shareholder report, SAI, and other information from your
investment provider, or from:

NEUBERGER BERMAN
MANAGEMENT INC.
605 Third Avenue 2nd floor
New York, NY 10158-0180
800-877-9700
212-476-8800

Broker/Dealer and
Institutional Services:
800-366-6264

Web site:
www.nbfunds.com
Email:
[email protected]

SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549-6009
800-SEC-0330 (Public
Reference Section)

Web site:
www.sec.gov

You can request copies of documents from the SEC for the cost of a duplicating
fee, or view documents at the SEC's Public Reference Room in Washington.
[MAIN TEXT]

NEUBERGER BERMAN SOCIALLY RESPONSIVE ASSETS

If you'd like further details on the fund, you can request a free copy of the
following documents:

SHAREHOLDER REPORTS -- Published twice a year, the shareholder reports offer
information about the fund's recent performance, including:

- - a discussion by the portfolio managers about strategies and market conditions

- - fund performance data and financial statements

- - complete portfolio holdings

STATEMENT OF ADDITIONAL INFORMATION -- The SAI contains more comprehensive
information on the fund, including:

- - various types of securities and practices, and their risks

- - investment limitations and additional policies

- - information about the fund's management and business structure

The SAI is hereby incorporated by reference into this prospectus, making it
legally part of the prospectus.

Investment manager:
NEUBERGER BERMAN MANAGEMENT INC.
Sub-adviser:
NEUBERGER BERMAN, LLC

[LOGO] NEUBERGER BERMAN

NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue
New York, NY 10158-0180

[RECYCLE LOGO] NMLRX0460999                            SEC file number: 811-8106


<PAGE>








- --------------------------------------------------------------------------------

                   NEUBERGER BERMAN SOCIALLY RESPONSIVE ASSETS

                       STATEMENT OF ADDITIONAL INFORMATION

                             DATED DECEMBER 1, 1999

                              A NO-LOAD MUTUAL FUND

              605 THIRD AVENUE, 2ND FLOOR, NEW YORK, NY 10158-0180

- --------------------------------------------------------------------------------

      NEUBERGER  BERMAN  SOCIALLY  RESPONSIVE  ASSETS  ("FUND"),   A  SERIES  OF
NEUBERGER BERMAN EQUITY ASSETS  ("TRUST"),  IS A NO-LOAD MUTUAL FUND THAT OFFERS
SHARES PURSUANT TO A PROSPECTUS  DATED DECEMBER 1, 1999. THE FUND INVESTS ALL OF
ITS NET INVESTABLE  ASSETS IN NEUBERGER  BERMAN  SOCIALLY  RESPONSIVE  PORTFOLIO
("PORTFOLIO").

      AN INVESTOR  CAN BUY,  OWN,  AND SELL FUND SHARES ONLY  THROUGH AN ACCOUNT
WITH  AN  ADMINISTRATOR,  BROKER-DEALER,  OR  OTHER  INSTITUTION  THAT  PROVIDES
ACCOUNTING,  RECORDKEEPING,  AND OTHER  SERVICES  TO  INVESTORS  AND THAT HAS AN
ADMINISTRATIVE  SERVICES  AGREEMENT WITH NEUBERGER  BERMAN  MANAGEMENT INC. ("NB
MANAGEMENT")  AND/OR  AN  AGREEMENT  WITH  NB  MANAGEMENT  TO MAKE  FUND  SHARES
AVAILABLE TO ITS CLIENTS (EACH AN "INSTITUTION").

      The Fund's  Prospectus  provides basic information that an investor should
know  before  investing.  You can  get a free  copy  of the  Prospectus  from NB
Management,  Institutional  Services,  605 Third Avenue, 2nd Floor, New York, NY
10158-0180, or by calling 800-366-6264.

      This Statement of Additional  Information  ("SAI") is not a prospectus and
should be read in conjunction with the Prospectus.

      No  person  has been  authorized  to give any  information  or to make any
representations  not  contained in the  Prospectus  or in this SAI in connection
with  the  offering  made  by the  Prospectus,  and,  if  given  or  made,  such
information or representations must not be relied upon as having been authorized
by the Fund or its distributor. The Prospectus and this SAI do not constitute an
offering  by the Fund or its  distributor  in any  jurisdiction  in  which  such
offering may not lawfully be made.

      The  "Neuberger  Berman"  name  and logo are  service  marks of  Neuberger
Berman, LLC. "Neuberger Berman Management Inc." and the fund and portfolio names
in this SAI are either  service  marks or  registered  trademarks  of  Neuberger
Berman Management Inc. (COPYRIGHT) 1999 Neuberger Berman Management Inc.


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

INVESTMENT INFORMATION.........................................................1
      Investment Policies and Limitations......................................1
      Investment Insight.......................................................4
      Description of Social Policy.............................................5

PERFORMANCE INFORMATION.......................................................23
      Other Performance Information...........................................24

CERTAIN RISK CONSIDERATIONS...................................................25

TRUSTEES AND OFFICERS.........................................................25

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES.............................31
      Investment Manager and Administrator....................................31
      Management and Administration Fees......................................32
      Sub-Adviser.............................................................33
      Investment Companies Managed............................................34
      Management and Control of NB Management.................................36

DISTRIBUTION ARRANGEMENTS.....................................................37
      Distributor.............................................................37
      Rule 12b-1 Plan.........................................................37

ADDITIONAL PURCHASE INFORMATION...............................................38
      Share Prices and Net Asset Value........................................38

ADDITIONAL EXCHANGE INFORMATION...............................................39

ADDITIONAL REDEMPTION INFORMATION.............................................39
      Suspension of Redemptions...............................................39
      Redemptions in Kind.....................................................39

DIVIDENDS AND OTHER DISTRIBUTIONS.............................................40

ADDITIONAL TAX INFORMATION....................................................40
      Taxation of the Fund....................................................40
      Taxation of the Portfolio...............................................41
      Taxation of the Fund's Shareholders.....................................44

PORTFOLIO TRANSACTIONS........................................................44
      Portfolio Turnover......................................................47


                                       i
<PAGE>


REPORTS TO SHAREHOLDERS.......................................................48

ORGANIZATION, CAPITALIZATION AND OTHER MATTERS................................48
      The Fund................................................................48
      The Portfolio...........................................................49

CUSTODIAN AND TRANSFER AGENT..................................................50

INDEPENDENT ACCOUNTANTS.......................................................50

LEGAL COUNSEL.................................................................50

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...........................51

REGISTRATION STATEMENT........................................................51

FINANCIAL STATEMENTS..........................................................52

RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER...............................53


                                       ii
<PAGE>


                             INVESTMENT INFORMATION

      The Fund is a separate series of the Trust, a Delaware business trust that
is  registered  with  the  Securities  and  Exchange  Commission  ("SEC")  as  a
diversified   open-end  management   investment  company.  The  Fund  seeks  its
investment  objective  by  investing  all of its net  investable  assets  in the
Portfolio,  a series of Equity  Managers  Trust  ("Managers  Trust") that has an
investment  objective  identical to that of the Fund.  The  Portfolio,  in turn,
invests in securities in accordance with an investment objective,  policies, and
limitations identical to those of the Fund. (The Trust and Managers Trust, which
is an open-end  management  investment  company  managed by NB  Management,  are
together referred to below as the "Trusts.")

      The following information  supplements the discussion in the Prospectus of
the investment objective,  policies,  and limitations of the Fund and Portfolio.
The  investment  objective  and,  unless  otherwise  specified,  the  investment
policies and  limitations  of the Fund and  Portfolio are not  fundamental.  Any
investment  objective,  policy  or  limitation  that is not  fundamental  may be
changed by the  trustees of the Trust  ("Fund  Trustees")  or of Managers  Trust
("Portfolio  Trustees") without shareholder approval. The fundamental investment
policies and limitations of the Fund or the Portfolio may not be changed without
the approval of the lesser of:

      (1)   67% of the total units of beneficial interest ("shares") of the Fund
or Portfolio  represented at a meeting at which more than 50% of the outstanding
Fund or Portfolio shares are represented, or

      (2)   a majority of the outstanding shares of the Fund or Portfolio.

These  percentages  are  required by the  Investment  Company Act of 1940 ("1940
Act") and are  referred to in this SAI as a "1940 Act majority  vote."  Whenever
the Fund is called upon to vote on a change in a fundamental  investment  policy
or  limitation of the  Portfolio,  the Fund casts its votes in proportion to the
votes of its shareholders at a meeting thereof called for that purpose.

INVESTMENT POLICIES AND LIMITATIONS

      The Fund has the following fundamental  investment policy, to enable it to
invest in the Portfolio:

      Notwithstanding  any other  investment  policy  of the Fund,  the Fund may
      invest all of its investable  assets (cash,  securities,  and  receivables
      relating to  securities)  in an  open-end  management  investment  company
      having  substantially  the  same  investment  objective,   policies,   and
      limitations as the Fund.

      All  other  fundamental   investment  policies  and  limitations  and  the
non-fundamental investment policies and limitations of the Fund are identical to
those  of  the  Portfolio.  Therefore,  although  the  following  discusses  the
investment policies and limitations of the Portfolio,  it applies equally to the
Fund.


                                       1
<PAGE>


      Except  for  the  limitation  on  borrowing,   any  investment  policy  or
limitation  that involves a maximum  percentage of securities or assets will not
be  considered  to be  violated  unless the  percentage  limitation  is exceeded
immediately after, and because of, a transaction by the Portfolio.

      The  Portfolio's  fundamental  investment  policies and limitations are as
follows:

      1.  BORROWING.  The  Portfolio  may not  borrow  money,  except  that  the
Portfolio  may (i) borrow money from banks for  temporary or emergency  purposes
and not for  leveraging  or  investment  and (ii) enter into reverse  repurchase
agreements  for any purpose;  provided that (i) and (ii) in  combination  do not
exceed 33-1/3% of the value of its total assets  (including the amount borrowed)
less  liabilities  (other than  borrowings).  If at any time  borrowings  exceed
33-1/3% of the value of the Portfolio's total assets,  the Portfolio will reduce
its borrowings within three days (excluding  Sundays and holidays) to the extent
necessary to comply with the 33-1/3% limitation.

      2.  COMMODITIES.  The Portfolio may not purchase  physical  commodities or
contracts thereon, unless acquired as a result of the ownership of securities or
instruments,  but  this  restriction  shall  not  prohibit  the  Portfolio  from
purchasing futures contracts or options (including options on futures contracts,
but  excluding  options or futures  contracts on physical  commodities)  or from
investing in securities of any kind.

      3.  DIVERSIFICATION.  The  Portfolio  may not,  with respect to 75% of the
value of its total  assets,  purchase the  securities  of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities)  if,  as a  result,  (i)  more  than 5% of the  value  of the
Portfolio's  total assets would be invested in the  securities of that issuer or
(ii) the Portfolio would hold more than 10% of the outstanding voting securities
of that issuer.

      4.  INDUSTRY CONCENTRATION. The  Portfolio  may not  purchase any security
if, as a result,  25% or more of its total assets (taken at current value) would
be  invested  in the  securities  of issuers  having  their  principal  business
activities in the same industry.  This  limitation  does not apply to securities
issued   or   guaranteed   by  the   U.S.   Government   or  its   agencies   or
instrumentalities.

      5.  LENDING.  The Portfolio may not  lend any security  or make any  other
loan if, as a result,  more than 33-1/3% of its total  assets  (taken at current
value) would be lent to other parties, except, in accordance with its investment
objective,  policies, and limitations,  (i) through the purchase of a portion of
an issue of debt securities or (ii) by engaging in repurchase agreements.

      6.  REAL ESTATE.   The  Portfolio  may not  purchase  real  estate  unless
acquired as a result of the  ownership of securities  or  instruments,  but this
restriction  shall not prohibit the Portfolio from purchasing  securities issued
by entities or investment  vehicles that own or deal in real estate or interests
therein or instruments secured by real estate or interests therein.

      7.  SENIOR SECURITIES.  The  Portfolio  may not issue  senior  securities,
except as permitted under the 1940 Act.


                                       2
<PAGE>


      8.  UNDERWRITING.  The  Portfolio may not  underwrite  securities of other
issuers,  except to the extent that the  Portfolio,  in  disposing  of portfolio
securities,  may be  deemed  to be an  underwriter  within  the  meaning  of the
Securities Act of 1933 ("1933 Act").

      For purposes of the  limitation on  commodities,  the  Portfolio  does not
consider foreign currencies or forward contracts to be physical commodities.

      The Portfolio's non-fundamental investment policies and limitations are as
follows:

      1.  BORROWING.  The Portfolio may not purchase  securities if  outstanding
borrowings,  including any reverse repurchase agreements, exceed 5% of its total
assets.

      2.  LENDING.  Except for the purchase of debt  securities  and engaging in
repurchase  agreements,  the  Portfolio  may  not  make  any  loans  other  than
securities loans.

      3.  MARGIN  TRANSACTIONS.  The Portfolio  may not purchase  securities  on
margin from brokers or other lenders,  except that the Portfolio may obtain such
short-term   credits  as  are   necessary   for  the   clearance  of  securities
transactions.  Margin  payments  in  connection  with  transactions  in  futures
contracts and options on futures  contracts shall not constitute the purchase of
securities  on  margin  and  shall  not  be  deemed  to  violate  the  foregoing
limitation.

      4.  FOREIGN SECURITIES.  The Portfolio may not invest more than 10% of the
value of its total assets in securities of foreign  issuers,  provided that this
limitation shall not apply to foreign  securities  denominated in U.S.  dollars,
including American Depositary Receipts ("ADRs").

      5.  ILLIQUID SECURITIES.  The Portfolio  may not purchase any security if,
as a result,  more than 15% of its net  assets  would be  invested  in  illiquid
securities.  Illiquid  securities  include securities that cannot be sold within
seven days in the ordinary  course of business for  approximately  the amount at
which the Portfolio  has valued the  securities,  such as repurchase  agreements
maturing in more than seven days.

      6.  SOCIAL POLICY.  The Portfolio may not  purchase  securities of issuers
who derive more than 5% of their total revenue from alcohol,  tobacco,  gambling
or weapons, or that are involved in nuclear power.

      In addition,  although the Portfolio  does not have a policy  limiting its
investment  in warrants,  the Portfolio  does not currently  intend to invest in
warrants unless acquired in units or attached to securities.

      Any  part  of the  Portfolio's  assets  may  be  retained  temporarily  in
investment  grade fixed income  securities  of  non-governmental  issuers,  U.S.
Government  and  Agency   securities,   repurchase   agreements,   money  market
instruments,  commercial paper, and cash and cash equivalents when NB Management
believes  that  significant  adverse  market,   economic  political,   or  other
circumstances  require  prompt action to avoid losses.  In addition,  the feeder
funds that invest in the Portfolio deal with large institutional  investors, and
the Portfolio may hold such  instruments  pending  investment or payout when the
Portfolio  has received a large  influx of cash due to sales of Fund shares,  or
shares of another fund which invests in the Portfolio,  or when it anticipates a


                                       3
<PAGE>


substantial redemption.  Generally,  the foregoing temporary investments for the
Portfolio are selected with a concern for the social impact of each investment.

INVESTMENT INSIGHT

INVESTMENT PROGRAM

      Seeks long-term  capital  appreciation  through  investments  primarily in
securities of companies that meet both financial criteria and social policy. The
portfolio  co-managers  initially  screen  companies  using  a  value  investing
criteria,  then look for companies that show leadership in major areas of social
impact such as the environment, workplace diversity and employment.

      FINANCIALLY SOUND COMPANIES WITH A SOCIAL CONSCIENCE

      The  portfolio  co-managers  look  for the  stocks  of  mid- to  large-cap
companies  that first meet their  stringent  financial  criteria.  Their  social
screens are then  applied to these  stocks.  The ones  considered  worthy from a
financial  standpoint  are then  evaluated  using a  proprietary  database  that
develops and monitors  information on companies in various  categories of social
criteria.  Ideal investment candidates are companies that show leadership in the
areas  of  the   environment,   workplace   diversity  and   employment.   Other
considerations  are  based on  companies'  records  in other  areas of  concern,
including public health, type of products, and corporate citizenship.

      A TRADITIONAL VALUE APPROACH

      The portfolio  co-managers'  initial  financial  screens select  companies
using a traditional  value approach.  They look for  undervalued  companies with
solid  balance  sheets,  strong  management,  consistent  cash flows,  and other
value-related  factors,  such as low  price-to-earnings  and  low  price-to-book
ratios. Their value approach examines these companies,  searching for those that
may rise in price before other  investors  realize  their worth.  They  strongly
believe in helping investors put their money to work, while supporting companies
that follow principles of good corporate citizenship.



      AN EVER-EVOLVING JOURNEY ON THE PATH TO GOOD CORPORATE CITIZENSHIP



      The portfolio  co-managers believe that most socially responsive investors
are not utopians.  They do not expect  instant  perfection,  but rather look for
signs that a company is evolving  and moving  toward a corporate  commitment  to
excellence.  As they put it, "Good corporate  citizenship is one of those things
that is a journey, not a destination.  We've been working in this field for some
time,  and know that the social  records of most companies are written in shades
of gray.  We are  pleased  to see that  more and more  companies  are  coming to
realize that change is a positive force for them."


                                       4
<PAGE>


      INVESTMENT PROCESS

      (Social Policy

      (Quantitative Financial Criteria

o     Low Price-to-Earnings Ratio (relative & absolute)

o     Strong Balance Sheet

o     Free Cash Flow

o     Risk Management

            (Stock Universe

o     Focus Screens

      SOCIALLY RESPONSIVE INVESTORS CAN EXPECT:

o     Financially sound companies with a social conscience
o     A traditional value approach
o     An ever-evolving journey on the path to good corporate citizenship

      INVESTMENT INSIGHT

      The  portfolio  co-managers  believe  that sound  practices  in areas like
employment and the environment can have a positive impact on a company's  bottom
line. They look for companies that meet value-investing criteria and also show a
commitment to uphold or improve their standards of corporate citizenship.

                                  * * * * *

      The Portfolio invests in a wide array of stocks, and no single stock makes
up more than a small fraction of the Portfolio's  total assets.  Of course,  the
Portfolio's holdings are subject to change.

DESCRIPTION OF SOCIAL POLICY

BACKGROUND INFORMATION ON SOCIALLY RESPONSIVE INVESTING

      In an era when many people are concerned  about the  relationship  between
business and society,  socially responsive  investing ("SRI") is a mechanism for
assuring  that  investors'  social  values  are  reflected  in their  investment
decisions. As such, SRI is a direct descendent of the successful effort begun in
the early 1970's to encourage companies to divest their South African operations
and subscribe to the Sullivan Principles. Today, a growing number of individuals
and institutions are applying similar strategies to a broad range of problems.


                                       5
<PAGE>


      Although there are many  strategies  available to the socially  responsive
investor,  including proxy activism,  below-market loans to community  projects,
and venture  capital,  the SRI strategies  used by the Portfolio  generally fall
into two categories:

      AVOIDANCE  INVESTING.  Most socially  responsive  investors  seek to avoid
holding  securities of companies whose products or policies are seen as being at
odds with the social good. The most common exclusions historically have involved
tobacco companies and weapons manufacturers.

      LEADERSHIP  INVESTING.  A growing  number of investors  actively  look for
companies with  progressive  programs that are exemplary or companies which make
it their business to try to solve some of the problems of today's society.

      The marriage of social and financial  objectives  would not have surprised
Adam Smith,  who was,  first and foremost,  a moral  philosopher.  THE WEALTH OF
NATIONS is firmly  rooted in the  Enlightenment  conviction  that the purpose of
capital is the social  good and the  related  belief  that idle  capital is both
wasteful and unethical.  But, what very likely would have surprised Smith is the
sheer  complexity  of the social  issues we face today and the  diversity of our
attitudes  toward  the  social  good.  War  and  peace,  race  and  gender,  the
distribution of wealth,  and the conservation of natural resources -- the social
agenda is long and  compelling.  It is also  something  about  which  reasonable
people differ. What should society's  priorities be? What can and should be done
about  them?  And  what is the  role  of  business  in  addressing  them?  Since
corporations  are on the front lines of so many key issues in today's  world,  a
growing  number of investors feel that a  corporation's  role cannot be ignored.
This is true of some of the  most  important  issues  of the day  such as  equal
opportunity and the environment.

THE SOCIALLY RESPONSIVE DATABASE

      Neuberger Berman, LLC ("Neuberger Berman"),  the Portfolio's  sub-adviser,
maintains a database of information  about the social impact of the companies it
follows.  NB  Management  uses the database to evaluate  social  issues after it
deems a stock  acceptable  from a financial  standpoint  for  acquisition by the
Portfolio.  The aim of the database is to be as comprehensive as possible, given
that much of the  information  concerning  corporate  responsibility  comes from
subjective sources. Information for the database is gathered by Neuberger Berman
in many  categories  and then  analyzed by NB  Management  in the  following six
categories of corporate responsibility:

      WORKPLACE DIVERSITY AND EMPLOYMENT. NB Management looks for companies that
show  leadership in areas such as employee  training and promotion  policies and
benefits,  such as flextime,  generous  profit  sharing,  and parental leave. NB
Management  looks for active  programs to promote women and minorities and takes
into account their representation among the officers of an issuer and members of
its board of directors.  As a basis for exclusion, NB Management looks for Equal
Employment  Opportunity Act infractions and  Occupational  Safety and Health Act
violations; examines each case in terms of severity, frequency, and time elapsed
since  the  incident;  and  considers  actions  taken by the  company  since the
violation.  NB Management also monitors companies' progress and attitudes toward
these issues.


                                       6
<PAGE>


      ENVIRONMENT.  A company's impact on the environment depends largely on the
industry.  Therefore,  NB Management examines a company's  environmental  record
vis-a-vis  those of its peers in the  industry.  All  companies  operating in an
industry  with  inherently  high  environmental  risks  are  likely  to have had
problems in such areas as toxic chemical emissions, federal and state fines, and
Superfund sites. For these companies,  NB Management  examines their problems in
terms of severity,  frequency, and elapsed time. NB Management then balances the
record against whatever leadership the company may have demonstrated in terms of
environmental  policies,  procedures,  and practices.  NB Management  defines an
environmental  leadership company as one that puts into place strong affirmative
programs to minimize  emissions,  promote  safety,  reduce  waste at the source,
insure energy conservation, protect natural resources, and incorporate recycling
into its processes and products.  NB  Management  looks for the  commitment  and
active  involvement  of senior  management  in all these  areas.  Several  major
manufacturers which still produce substantial amounts of pollution are among the
leaders  in  developing  outstanding  waste  source  reduction  and  remediation
programs.

      PRODUCT. NB Management considers company announcements, press reports, and
public interest publications relating to the health, safety, quality,  labeling,
advertising,  and  promotion  of  both  consumer  and  industrial  products.  NB
Management takes note of companies with a strong  commitment to quality and with
marketing practices which are ethical and consumer-friendly.  NB Management pays
particular   attention  to  companies   whose  products  and  services   promote
progressive solutions to social problems.

      PUBLIC HEALTH.  NB Management  measures the  participation of companies in
such industries and markets as alcohol,  tobacco, gambling and nuclear power. NB
Management  also  considers  the impact of  products  and  marketing  activities
related  to those  products  on  nutritional  and other  health  concerns,  both
domestically and in foreign markets.

      WEAPONS.  NB  Management  keeps  track of  domestic  military  sales  and,
whenever  possible,  foreign  military  sales and  categorizes  them as  nuclear
weapons related,  other weapons related, and non-weapon military supplies,  such
as  micro-chip  manufacturers  and  companies  that make  uniforms  for military
personnel.

      CORPORATE CITIZENSHIP. NB Management gathers information about a company's
participation  in community  affairs,  its policies  with respect to  charitable
contributions,  and its support of education and the arts.  NB Management  looks
for  companies  with a focus,  dealing with issues not just by making  financial
contributions, but also by asking the questions: What can we do to help? What do
we have to offer? Volunteerism, high-school mentoring programs, scholarships and
grants,  and  in-kind  donations  to  specific  groups  are just a few ways that
companies have responded to these questions.

IMPLEMENTATION OF SOCIAL POLICY

      Companies deemed  acceptable by NB Management from a financial  standpoint
are analyzed using Neuberger Berman's database. The companies are then evaluated
by the portfolio  manager to determine if the  companies'  policies,  practices,
products,  and  services  withstand  scrutiny  in the  following  major areas of
concern:  the environment and workplace diversity and employment.  Companies are


                                       7
<PAGE>


then further  evaluated  to determine  their track record in issues and areas of
concern such as public health, weapons, product, and corporate citizenship.

      The  issues and areas of  concern  that are  tracked  lend  themselves  to
objective analysis in varying degrees. Few, however, can be resolved entirely on
the basis of scientifically  demonstrable facts.  Moreover, a substantial amount
of  important  information  comes  from  sources  that  do  not  purport  to  be
disinterested.  Thus,  the  quality and  usefulness  of the  information  in the
database depend on Neuberger  Berman's  ability to tap a wide variety of sources
and on the  experience and judgment of the people at NB Management who interpret
the information.

      In applying the  information  in the database to stock  selection  for the
Portfolio,  NB Management  considers several factors. NB Management examines the
severity and frequency of various infractions, as well as the time elapsed since
their  occurrence.  NB  Management  also takes into account any remedial  action
which has been taken by the company relating to these infractions. NB Management
notes  any  quality  innovations  made by the  company  in its  effort to create
positive change and looks at the company's overall approach to social issues.

                                    * * * * *

      The Portfolio invests in a wide array of stocks, and no single stock makes
up more than a small fraction of the Portfolio's  total assets.  Of course,  the
Portfolio's holdings are subject to change.

ADDITIONAL INVESTMENT INFORMATION

      The Portfolio may make the following  investments,  among others;  some of
which are part of the Portfolio's  principal  investment  strategies and some of
which are not. The principal risks of the Portfolio's  principal  strategies are
discussed in the  Prospectus.  It may not buy all of the types of  securities or
use all of the investment techniques that are described.

      ILLIQUID  SECURITIES.  Illiquid  securities are securities  that cannot be
expected to be sold within seven days at  approximately  the price at which they
are valued.  These may include  unregistered or other restricted  securities and
repurchase  agreements  maturing in greater than seven days. Illiquid securities
may also  include  commercial  paper  under  Section  4(2) of the 1933  Act,  as
amended,  and Rule 144A  securities  (restricted  securities  that may be traded
freely among  qualified  institutional  buyers pursuant to an exemption from the
registration   requirements  of  the  securities  laws);  these  securities  are
considered  illiquid  unless  NB  Management,   acting  pursuant  to  guidelines
established  by the  trustees of  Managers  Trust,  determines  they are liquid.
Generally,  foreign securities freely tradable in their principal market are not
considered restricted or illiquid.  Illiquid securities may be difficult for the
Portfolio to value or dispose of due to the absence of an active trading market.
The sale of some  illiquid  securities  by the Portfolio may be subject to legal
restrictions which could be costly to the Portfolio.

      POLICIES  AND  LIMITATIONS.  The  Portfolio  may invest up to 15% of its
net assets in illiquid securities.


                                       8
<PAGE>


      REPURCHASE AGREEMENTS.  In a repurchase agreement, the Portfolio purchases
securities  from a bank that is a member of the Federal Reserve System or from a
securities dealer that agrees to repurchase the securities from the Portfolio at
a higher price on a designated future date.  Repurchase agreements generally are
for a short period of time,  usually less than a week. Costs,  delays, or losses
could result if the selling party to a repurchase  agreement becomes bankrupt or
otherwise defaults. NB Management monitors the creditworthiness of sellers.

      POLICIES AND  LIMITATIONS.  Repurchase  agreements with a maturity of more
than seven days are considered to be illiquid securities.  The Portfolio may not
enter into a repurchase agreement with a maturity of more than seven days if, as
a result, more than 15% of the value of its net assets would then be invested in
such  repurchase  agreements  and other illiquid  securities.  The Portfolio may
enter into a repurchase agreement only if (1) the underlying securities are of a
type that the Portfolio's  investment policies and limitations would allow it to
purchase directly, (2) the market value of the underlying securities,  including
accrued  interest,  at all times equals or exceeds the repurchase price, and (3)
payment for the underlying  securities is made only upon  satisfactory  evidence
that the securities are being held for the Portfolio's  account by its custodian
or a bank acting as the Portfolio's agent.

      SECURITIES  LOANS.  The Portfolio may lend securities to banks,  brokerage
firms, and other  institutional  investors judged creditworthy by NB Management,
provided  that  cash or  equivalent  collateral,  equal to at least  100% of the
market  value  of the  loaned  securities,  is  continuously  maintained  by the
borrower with the  Portfolio.  The Portfolio may invest the cash  collateral and
earn income,  or it may receive an agreed upon amount of interest  income from a
borrower who has delivered equivalent collateral. During the time securities are
on loan,  the  borrower  will pay the  Portfolio  an  amount  equivalent  to any
dividends  or  interest  paid on such  securities.  These  loans are  subject to
termination  at the option of the Portfolio or the  borrower.  The Portfolio may
pay reasonable  administrative  and custodial fees in connection with a loan and
may pay a negotiated  portion of the interest  earned on the cash or  equivalent
collateral to the borrower or placing  broker.  The Portfolio  does not have the
right to vote  securities on loan,  but would  terminate the loan and regain the
right to vote if that were considered  important with respect to the investment.
NB Management believes the risk of loss on these transactions is slight because,
if a borrower were to default for any reason,  the collateral should satisfy the
obligation.  However,  as with  other  extensions  of secured  credit,  loans of
portfolio  securities  involve  some risk of loss of  rights  in the  collateral
should the borrower fail financially.

      POLICIES AND LIMITATIONS. The Portfolio may lend portfolio securities with
a value not exceeding 33-1/3% of its total assets to banks,  brokerage firms, or
other institutional  investors judged  creditworthy by NB Management.  Borrowers
are required  continuously to secure their  obligations to return  securities on
loan from the  Portfolio by  depositing  collateral  in a form  determined to be
satisfactory by the Portfolio Trustees. The collateral,  which must be marked to
market  daily,  must be equal to at least 100% of the market value of the loaned
securities, which will also be marked to market daily. Securities lending by the
Portfolio is not subject to the Social Policy.

      RESTRICTED  SECURITIES AND RULE 144A SECURITIES.  The Portfolio may invest
in  restricted  securities,  which  are  securities  that may not be sold to the
public without an effective  registration  statement  under the 1933 Act. Before


                                       9
<PAGE>


they are registered,  such securities may be sold only in a privately negotiated
transaction or pursuant to an exemption from registration. In recognition of the
increased  size and  liquidity  of the  institutional  market  for  unregistered
securities  and the  importance of  institutional  investors in the formation of
capital, the SEC has adopted Rule 144A under the 1933 Act. Rule 144A is designed
to facilitate efficient trading among institutional  investors by permitting the
sale of certain unregistered  securities to qualified  institutional  buyers. To
the extent privately placed  securities held by the Portfolio qualify under Rule
144A and an institutional  market develops for those  securities,  the Portfolio
likely will be able to dispose of the securities without  registering them under
the 1933 Act.  To the  extent  that  institutional  buyers  become,  for a time,
uninterested in purchasing these  securities,  investing in Rule 144A securities
could increase the level of the Portfolio's illiquidity.  NB Management,  acting
under  guidelines  established  by the Portfolio  Trustees,  may determine  that
certain securities qualified for trading under Rule 144A are liquid.  Regulation
S under  the 1933  Act  permits  the  sale  abroad  of  securities  that are not
registered for sale in the United States.

      Where registration is required,  the Portfolio may be obligated to pay all
or part of the  registration  expenses,  and a  considerable  period  may elapse
between the decision to sell and the time the Portfolio may be permitted to sell
a security under an effective registration statement.  If, during such a period,
adverse market  conditions  were to develop,  the Portfolio  might obtain a less
favorable  price than prevailed when it decided to sell.  Restricted  securities
for which no market  exists are priced by a method that the  Portfolio  Trustees
believe accurately reflects fair value.

      POLICIES AND LIMITATIONS.  To the extent restricted securities,  including
Rule 144A  securities,  are illiquid,  purchases  thereof will be subject to the
Portfolio's 15% limit on investments in illiquid securities.

      REVERSE  REPURCHASE  AGREEMENTS.  In a reverse repurchase  agreement,  the
Portfolio sells portfolio  securities subject to its agreement to repurchase the
securities  at a later  date  for a fixed  price  reflecting  a  market  rate of
interest.  There  is a risk  that  the  counter-party  to a  reverse  repurchase
agreement will be unable or unwilling to complete the  transaction as scheduled,
which may result in losses to the Portfolio.

      POLICIES AND  LIMITATIONS.  Reverse  repurchase  agreements are considered
borrowings for purposes of the Portfolio's  investment  policies and limitations
concerning borrowings.  While a reverse repurchase agreement is outstanding, the
Portfolio  will  deposit in a  segregated  account  with its  custodian  cash or
appropriate  liquid  securities,  marked to market daily,  in an amount at least
equal to the Portfolio's obligations under the agreement.

      FOREIGN  SECURITIES.  The Portfolio may invest in U.S.  dollar-denominated
securities  of foreign  issuers and foreign  branches of U.S.  banks,  including
negotiable certificates of deposit ("CDs"),  bankers' acceptances and commercial
paper.  Foreign  issuers are issuers  organized and doing  business  principally
outside the U.S. and include banks, non-U.S. governments, and quasi-governmental
organizations.  While  investments in foreign  securities are intended to reduce
risk by providing further  diversification,  such investments  involve sovereign
and other risks, in addition to the credit and market risks normally  associated
with domestic  securities.  These  additional  risks include the  possibility of
adverse political and economic  developments  (including political  instability,


                                       10
<PAGE>


nationalization,  expropriation,  or confiscatory  taxation) and the potentially
adverse effects of unavailability of public information  regarding issuers, less
governmental  supervision and regulation of financial markets, reduced liquidity
of certain financial markets, and the lack of uniform accounting,  auditing, and
financial reporting standards or the application of standards that are different
or less stringent than those applied in the United States.

      The Portfolio also may invest in equity,  debt, or other  income-producing
securities that are denominated in or indexed to foreign  currencies,  including
(1) common and preferred stocks, (2) CDs, commercial paper, fixed time deposits,
and bankers'  acceptances  issued by foreign  banks,  (3)  obligations  of other
corporations, and (4) obligations of foreign governments and their subdivisions,
agencies,  and  instrumentalities,  international  agencies,  and  supranational
entities.  Investing in foreign  currency  denominated  securities  involves the
special risks associated with investing in non-U.S. issuers, as described in the
preceding paragraph,  and the additional risks of (1) adverse changes in foreign
exchange  rates,  and (2) adverse  changes in  investment  or  exchange  control
regulations  (which  could  prevent  cash from being  brought back to the United
States). Additionally, dividends and interest payable on foreign securities (and
gains  realized on the  disposition  thereof)  may be subject to foreign  taxes,
including taxes withheld from those payments.  Commissions on foreign securities
exchanges  are often at fixed rates and are  generally  higher  than  negotiated
commissions on U.S.  exchanges,  although the Portfolio endeavors to achieve the
most favorable net results on portfolio transactions.

      Foreign securities often trade with less frequency and in less volume than
domestic   securities  and  therefore  may  exhibit  greater  price  volatility.
Additional costs associated with an investment in foreign securities may include
higher  custodial  fees  than  apply  to  domestic   custody   arrangements  and
transaction costs of foreign currency conversions.

      Foreign markets also have different  clearance and settlement  procedures.
In certain  markets,  there have been times when settlements have been unable to
keep pace with the volume of  securities  transactions,  making it  difficult to
conduct  such  transactions.  Delays in  settlement  could  result in  temporary
periods  when a portion of the assets of the  Portfolio  are  uninvested  and no
return is earned  thereon.  The  inability  of the  Portfolio  to make  intended
security purchases due to settlement  problems could cause the Portfolio to miss
attractive   investment   opportunities.   Inability  to  dispose  of  portfolio
securities  due to settlement  problems  could result in losses to the Portfolio
due to subsequent  declines in value of the  securities or, if the Portfolio has
entered  into a  contract  to sell the  securities,  could  result  in  possible
liability to the purchaser.

      Interest  rates  prevailing  in other  countries  may affect the prices of
foreign  securities  and exchange rates for foreign  currencies.  Local factors,
including  the  strength of the local  economy,  the demand for  borrowing,  the
government's  fiscal and monetary  policies,  and the  international  balance of
payments,  often affect interest rates in other  countries.  Individual  foreign
economies  may differ  favorably or  unfavorably  from the U.S.  economy in such
respects  as  growth  of gross  national  product,  rate of  inflation,  capital
reinvestment, resource self-sufficiency, and balance of payments position.

      The Portfolio may invest in ADRs, EDRs, GDRs, and IDRs. ADRs (sponsored or
unsponsored)  are  receipts  typically  issued by a U.S.  bank or trust  company
evidencing its ownership of the  underlying  foreign  securities.  Most ADRs are


                                       11
<PAGE>


denominated in U.S. dollars and are traded on a U.S. stock exchange.  Issuers of
the  securities  underlying  sponsored  ADRs,  but  not  unsponsored  ADRs,  are
contractually  obligated to disclose material  information in the United States.
Therefore,  the market value of  unsponsored  ADRs may not reflect the effect of
such information. EDRs and IDRs are receipts typically issued by a European bank
or trust company evidencing its ownership of the underlying foreign  securities.
GDRs are  receipts  issued  by either a U.S.  or  non-U.S.  banking  institution
evidencing  its ownership of the  underlying  foreign  securities  and are often
denominated in U.S. dollars.

      POLICIES  AND  LIMITATIONS.  In order  to  limit  the  risks  inherent  in
investing in foreign  currency  denominated  securities,  the  Portfolio may not
purchase any such  security  if, as a result,  more than 10% of its total assets
(taken at market  value)  would be  invested  in  foreign  currency  denominated
securities. Within that limitation,  however, the Portfolio is not restricted in
the amount it may invest in securities  denominated in any one foreign currency.
Investments in the securities of foreign  issuers are subject to the Portfolio's
quality  standards.  The  Portfolio  may invest only in securities of issuers in
countries whose governments are considered stable by NB Management.

           FUTURES, OPTIONS ON FUTURES, OPTIONS ON SECURITIES, FORWARD
                        CONTRACTS, AND OPTIONS ON FOREIGN
               CURRENCIES (COLLECTIVELY, "FINANCIAL INSTRUMENTS")

      FUTURES CONTRACTS AND OPTIONS THEREON. The Portfolio may purchase and sell
interest rate futures  contracts,  stock and bond index futures  contracts,  and
foreign currency futures  contracts and may purchase and sell options thereon in
an attempt to hedge against  changes in the prices of securities or, in the case
of foreign  currency  futures and options  thereon,  to hedge against changes in
prevailing  currency  exchange  rates.  Because the futures  markets may be more
liquid than the cash markets, the use of futures contracts permits the Portfolio
to enhance portfolio  liquidity and maintain a defensive position without having
to sell portfolio  securities.  The Portfolio  views  investment in (i) interest
rate and securities  index futures and options thereon as a maturity  management
device  and/or a device to reduce  risk or preserve  total  return in an adverse
environment for the hedged  securities,  and (ii) foreign  currency  futures and
options thereon as a means of establishing  more definitely the effective return
on, or the purchase price of, securities  denominated in foreign currencies that
are held or intended to be acquired by the Portfolio.  In addition, for purposes
of managing  cash flow,  the Portfolio may purchase and sell stock index futures
contracts and may purchase and sell options  thereon to increase the Portfolio's
exposure to a recognized securities index, such as the S&P 500 Index.

      A "sale" of a futures contract (or a "short" futures position) entails the
assumption  of a contractual  obligation  to deliver the  securities or currency
underlying  the  contract at a specified  price at a specified  future  time.  A
"purchase"  of a futures  contract (or a "long"  futures  position)  entails the
assumption  of a contractual  obligation  to acquire the  securities or currency
underlying the contract at a specified price at a specified future time. Certain
futures,  including  stock and bond  index  futures,  are  settled on a net cash
payment basis rather than by the sale and delivery of the securities  underlying
the futures.


                                       12
<PAGE>


      U.S. futures  contracts  (except certain  currency  futures) are traded on
exchanges  that have been  designated  as  "contract  markets" by the  Commodity
Futures  Trading  Commission  ("CFTC");  futures  transactions  must be executed
through a futures commission  merchant that is a member of the relevant contract
market. The exchange's affiliated clearing organization  guarantees  performance
of the contracts between the clearing members of the exchange.

      Although futures  contracts by their terms may require the actual delivery
or  acquisition  of the  underlying  securities  or currency,  in most cases the
contractual  obligation is extinguished by being offset before the expiration of
the contract. A futures position is offset by buying (to offset an earlier sale)
or selling (to offset an earlier purchase) an identical futures contract calling
for delivery in the same month. This may result in a profit or a loss.

      "Margin"  with respect to a futures  contract is the amount of assets that
must be  deposited  by the  Portfolio  with,  or for the  benefit  of, a futures
commission  merchant in order to initiate and maintain the  Portfolio's  futures
positions.  The  margin  deposit  made by the  Portfolio  when it enters  into a
futures contract ("initial margin") is intended to assure its performance of the
contract.  If the price of the futures contract changes -- increases in the case
of a short  (sale)  position  or  decreases  in the  case  of a long  (purchase)
position  -- so that the  unrealized  loss on the  contract  causes  the  margin
deposit not to satisfy  margin  requirements,  the Portfolio will be required to
make an additional margin deposit  ("variation  margin").  However, if favorable
price  changes in the futures  contract  cause the margin  deposit to exceed the
required  margin,  the excess will be paid to the  Portfolio.  In computing  its
daily net asset value  ("NAV"),  the Portfolio  marks to market the value of its
open  futures  positions.  The  Portfolio  also must make margin  deposits  with
respect  to  options on futures  that it has  written  (but not with  respect to
options on futures that it has purchased).  If the futures  commission  merchant
holding the margin deposit goes bankrupt,  the Portfolio could suffer a delay in
recovering its funds and could ultimately suffer a loss.

      An option on a futures  contract gives the purchaser the right,  in return
for the premium  paid,  to assume a position in the contract (a long position if
the option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period.  The writer of the
option is required  upon  exercise to assume a short  futures  position  (if the
option is a call) or a long  futures  position  (if the  option is a put).  Upon
exercise of the option,  the  accumulated  cash balance in the writer's  futures
margin account is delivered to the holder of the option. That balance represents
the  amount  by which the  market  price of the  futures  contract  at  exercise
exceeds,  in the case of a call,  or is less  than,  in the  case of a put,  the
exercise price of the option.  Options on futures have characteristics and risks
similar to those of securities options, as discussed herein.

      Although the  Portfolio  believes that the use of futures  contracts  will
benefit  it, if NB  Management's  judgment  about the general  direction  of the
markets or about  interest  rate or currency  exchange rate trends is incorrect,
the  Portfolio's  overall  return would be lower than if it had not entered into
any such  contracts.  The  prices of  futures  contracts  are  volatile  and are
influenced by, among other things, actual and anticipated changes in interest or
currency  exchange  rates,  which in turn are  affected  by fiscal and  monetary
policies and by national and  international  political and economic  events.  At
best,  the  correlation  between  changes in prices of futures  contracts and of
securities being hedged can be only  approximate due to differences  between the


                                       13
<PAGE>


futures  and  securities  markets  or  differences  between  the  securities  or
currencies  underlying the Portfolio's  futures position and the securities held
by or to be purchased  for the  Portfolio.  The currency  futures  market may be
dominated  by  short-term  traders  seeking to profit  from  changes in exchange
rates.  This would reduce the value of such contracts used for hedging  purposes
over a  short-term  period.  Such  distortions  are  generally  minor  and would
diminish as the contract approaches maturity.

      Because of the low margin deposits  required,  futures trading involves an
extremely  high  degree of  leverage;  as a result,  a  relatively  small  price
movement in a futures contract may result in immediate and substantial  loss, or
gain, to the investor.  Losses that may arise from certain futures  transactions
are potentially unlimited.

      Most U.S.  futures  exchanges limit the amount of fluctuation in the price
of a futures  contract or option  thereon  during a single trading day; once the
daily  limit  has been  reached,  no  trades  may be made on that day at a price
beyond  that  limit.  The daily  limit  governs  only price  movements  during a
particular  trading day,  however;  it thus does not limit potential  losses. In
fact,  it may  increase the risk of loss,  because  prices can move to the daily
limit for several  consecutive  trading days with little or no trading,  thereby
preventing   liquidation  of  unfavorable  futures  and  options  positions  and
subjecting traders to substantial losses. If this were to happen with respect to
a  position  held by the  Portfolio,  it  could  (depending  on the  size of the
position) have an adverse impact on the NAV of the Portfolio.

      POLICIES  AND  LIMITATIONS.  The  Portfolio  may purchase and sell futures
contracts  and may  purchase  and sell  options  thereon  in an attempt to hedge
against changes in the prices of securities or, in the case of foreign  currency
futures and options  thereon,  to hedge  against  prevailing  currency  exchange
rates.  In  addition,  for purposes of managing  cash flow,  the  Portfolio  may
purchase  and sell stock  index  futures  contracts  and may  purchase  and sell
options thereon to increase the Portfolio's exposure to a recognized  securities
index,  such as the S&P 500 Index.  The use of futures and options on futures by
the Portfolio is not subject to the Social Policy.

      CALL OPTIONS ON  SECURITIES.  The Portfolio may write covered call options
and may purchase call options on securities. The purpose of writing call options
is to hedge (I.E., to reduce, at least in part, the effect of price fluctuations
of securities  held by the Portfolio on the  Portfolio's and the Fund's NAVs) or
to earn  premium  income.  Portfolio  securities  on which call  options  may be
written and  purchased by the  Portfolio  are  purchased  solely on the basis of
investment considerations consistent with the Portfolio's investment objective.

      When  the  Portfolio  writes  a call  option,  it is  obligated  to sell a
security to a purchaser at a specified price at any time until a certain date if
the purchaser decides to exercise the option.  The Portfolio  receives a premium
for  writing  the call  option.  So long as the  obligation  of the call  option
continues,  the  Portfolio may be assigned an exercise  notice,  requiring it to
deliver the  underlying  security  against  payment of the exercise  price.  The
Portfolio  may be  obligated to deliver  securities  underlying a call option at
less than the market price.

      The writing of covered call options is a conservative investment technique
that is believed to involve  relatively  little risk but is capable of enhancing
the Portfolio's total return. When writing a covered call option, the Portfolio,


                                       14
<PAGE>


in return for the  premium,  gives up the  opportunity  for profit  from a price
increase in the  underlying  security above the exercise  price,  but conversely
retains the risk of loss should the price of the security decline.

      If a call option that the Portfolio has written expires  unexercised,  the
Portfolio will realize a gain in the amount of the premium;  however,  that gain
may be offset by a decline in the market value of the underlying security during
the option period. If the call option is exercised, the Portfolio will realize a
gain or loss from the sale of the underlying security.

      When the  Portfolio  purchases  a call  option,  it pays a premium for the
right to  purchase  a  security  from the writer at a  specified  price  until a
specified date.

      POLICIES AND LIMITATIONS. The Portfolio may write covered call options and
may purchase call options in related closing transactions.  The Portfolio writes
only "covered" call options on securities it owns (in contrast to the writing of
"naked" or uncovered call options, which the Portfolio will not do).

      The Portfolio would purchase a call option to offset a previously  written
call option. The Portfolio also may purchase a call option to protect against an
increase  in the price of  securities  it intends to  purchase.  The use of call
options on securities by the Portfolio is not subject to the Social Policy.

      PUT  OPTIONS ON  SECURITIES.  The  Portfolio  may write and  purchase  put
options on  securities.  The Portfolio  will receive a premium for writing a put
option,  which  obligates the Portfolio to acquire a security at a certain price
at any time  until a certain  date if the  purchaser  decides  to  exercise  the
option.  The Portfolio may be obligated to purchase the  underlying  security at
more than its current value.

      When the Portfolio purchases a put option, it pays a premium to the writer
for the right to sell a security  to the writer  for a  specified  amount at any
time until a certain date. The Portfolio might purchase a put option in order to
protect itself against a decline in the market value of a security it owns.

      Portfolio  securities on which put options may be written and purchased by
the  Portfolio are  purchased  solely on the basis of investment  considerations
consistent with the Portfolio's investment objective. When writing a put option,
the Portfolio,  in return for the premium,  takes the risk that it must purchase
the  underlying  security at a price that may be higher than the current  market
price of the security.  If a put option that the  Portfolio has written  expires
unexercised, the Portfolio will realize a gain in the amount of the premium.

      POLICIES AND LIMITATIONS. The Portfolio generally writes and purchases put
options on securities for hedging  purposes (I.E., to reduce,  at least in part,
the effect of price  fluctuations  of  securities  held by the  Portfolio on the
Portfolio's  and the Fund's  NAVs).  The use of put options on securities by the
Portfolio is not subject to the Social Policy.


                                       15
<PAGE>


      PUT AND CALL OPTIONS ON SECURITIES INDICES.  For purposes of managing cash
flow,  the Portfolio may purchase put and call options on securities  indices to
increase the Portfolio's exposure to the performance of a recognized  securities
index, such as the S&P 500 Index.

      Unlike a securities  option,  which gives the holder the right to purchase
or sell a specified  security at a specified  price,  an option on a  securities
index gives the holder the right to receive a cash "exercise  settlement amount"
equal to (1) the  difference  between the  exercise  price of the option and the
value of the underlying  securities index on the exercise date (2) multiplied by
a fixed "index  multiplier." A securities  index  fluctuates with changes in the
market values of the securities included in the index.  Options on stock indices
are currently traded on the Chicago Board Options  Exchange,  the New York Stock
Exchange  ("NYSE"),  the  American  Stock  Exchange,  and other U.S. and foreign
exchanges.

      Securities index options have  characteristics  and risks similar to those
of securities options, as discussed herein.

      POLICIES  AND  LIMITATIONS.  For  purposes  of  managing  cash  flow,  the
Portfolio  may purchase put and call options on  securities  indices to increase
the Portfolio's  exposure to the performance of a recognized  securities  index,
such as the  S&P 500  Index.  All  securities  index  options  purchased  by the
Portfolio will be listed and traded on an exchange.

      GENERAL  INFORMATION  ABOUT SECURITIES  OPTIONS.  The exercise price of an
option  may be below,  equal to, or above  the  market  value of the  underlying
security at the time the option is written.  Options  normally  have  expiration
dates  between  three  and nine  months  from the date  written.  American-style
options  are  exercisable  at any  time  prior  to their  expiration  date.  The
obligation under any option written by the Portfolio  terminates upon expiration
of the option or, at an earlier time,  when the Portfolio  offsets the option by
entering into a "closing purchase transaction" to purchase an option of the same
series.  If an option is purchased by the  Portfolio  and is never  exercised or
closed out, the Portfolio will lose the entire amount of the premium paid.

      Options  are  traded  both on  national  securities  exchanges  and in the
over-the-counter  ("OTC") market.  Exchange-traded  options in the United States
are issued by a clearing organization  affiliated with the exchange on which the
option is listed; the clearing  organization in effect guarantees  completion of
every exchange-traded option. In contrast, OTC options are contracts between the
Portfolio and a counter-party,  with no clearing organization  guarantee.  Thus,
when the Portfolio sells (or purchases) an OTC option, it generally will be able
to "close  out" the  option  prior to its  expiration  only by  entering  into a
closing  transaction  with  the  dealer  to whom (or from  whom)  the  Portfolio
originally  sold (or purchased)  the option.  There can be no assurance that the
Portfolio  would  be able to  liquidate  an OTC  option  at any  time  prior  to
expiration.   Unless  the  Portfolio  is  able  to  effect  a  closing  purchase
transaction in a covered OTC call option it has written,  it will not be able to
liquidate  securities  used as cover until the option expires or is exercised or
until  different  cover is  substituted.  In the  event  of the  counter-party's
insolvency,  the Portfolio  may be unable to liquidate its options  position and
the associated  cover. NB Management  monitors the  creditworthiness  of dealers
with which the Portfolio may engage in OTC options transactions.


                                       16
<PAGE>


      The  premium  received  (or  paid) by the  Portfolio  when it  writes  (or
purchases)  an option is the amount at which the option is  currently  traded on
the applicable market. The premium may reflect,  among other things, the current
market price of the underlying security,  the relationship of the exercise price
to the market price, the historical price volatility of the underlying security,
the length of the option  period,  the general  supply of and demand for credit,
and the interest  rate  environment.  The premium  received by the Portfolio for
writing an option is recorded as a liability  on the  Portfolio's  statement  of
assets and liabilities. This liability is adjusted daily to the option's current
market value.

      Closing  transactions  are  effected  in order  to  realize  a profit  (or
minimize a loss) on an  outstanding  option,  to prevent an underlying  security
from being called, or to permit the sale or the put of the underlying  security.
Furthermore,  effecting a closing  transaction  permits the  Portfolio  to write
another call option on the underlying  security with a different  exercise price
or expiration date or both. There is, of course, no assurance that the Portfolio
will be  able  to  effect  closing  transactions  at  favorable  prices.  If the
Portfolio  cannot  enter into such a  transaction,  it may be required to hold a
security that it might otherwise have sold (or purchase a security that it would
not have otherwise bought), in which case it would continue to be at market risk
on the security.

      The  Portfolio  will  realize a profit  or loss  from a  closing  purchase
transaction  if the cost of the  transaction  is less or more  than the  premium
received  from writing the call or put option.  Because  increases in the market
price of a call option  generally  reflect  increases in the market price of the
underlying security,  any loss resulting from the repurchase of a call option is
likely to be offset,  in whole or in part,  by  appreciation  of the  underlying
security  owned by the  Portfolio;  however,  the  Portfolio  could be in a less
advantageous position than if it had not written the call option.

      The Portfolio  pays brokerage  commissions  or spreads in connection  with
purchasing  or  writing  options,  including  those  used to close out  existing
positions.  From time to time, the Portfolio may purchase an underlying security
for delivery in accordance  with an exercise notice of a call option assigned to
it,  rather than  delivering  the security from its  portfolio.  In those cases,
additional brokerage commissions are incurred.

      The hours of trading for options may not conform to the hours during which
the  underlying  securities are traded.  To the extent that the options  markets
close before the markets for the underlying  securities,  significant  price and
rate movements can take place in the underlying markets that cannot be reflected
in the options markets.

      POLICIES AND LIMITATIONS.  The Portfolio may use  American-style  options.
The  assets  used as cover (or held in a  segregated  account)  for OTC  options
written by the Portfolio will be considered  illiquid unless the OTC options are
sold to qualified  dealers who agree that the Portfolio may  repurchase  any OTC
option it writes at a maximum  price to be  calculated by a formula set forth in
the option  agreement.  The cover for an OTC call option written subject to this
procedure  will be  considered  illiquid  only to the  extent  that the  maximum
repurchase  price under the formula  exceeds the intrinsic  value of the option.
The use of put and call  options by the  Portfolio  is not subject to the Social
Policy.


                                       17
<PAGE>


      FOREIGN CURRENCY TRANSACTIONS.  The Portfolio may enter into contracts for
the purchase or sale of a specific  currency at a future date (usually less than
one year from the date of the contract) at a fixed price ("forward  contracts").
The Portfolio also may engage in foreign  currency  exchange  transactions  on a
spot (I.E.,  cash)  basis at the spot rate  prevailing  in the foreign  currency
exchange market.

      The Portfolio enters into forward contracts in an attempt to hedge against
changes in prevailing  currency exchange rates. The Portfolio does not engage in
transactions  in forward  contracts for  speculation;  it views  investments  in
forward  contracts as a means of  establishing  more  definitely  the  effective
return  on,  or  the  purchase  price  of,  securities  denominated  in  foreign
currencies.  Forward contract transactions include forward sales or purchases of
foreign  currencies  for the  purpose of  protecting  the U.S.  dollar  value of
securities held or to be acquired by the Portfolio or protecting the U.S. dollar
equivalent of dividends, interest, or other payments on those securities.

      Forward  contracts are traded in the  interbank  market  directly  between
dealers (usually large commercial banks) and their customers. A forward contract
generally  has no deposit  requirement,  and no  commissions  are charged at any
stage  for  trades;  foreign  exchange  dealers  realize  a profit  based on the
difference  (the spread) between the prices at which they are buying and selling
various currencies.

      At the consummation of a forward contract to sell currency,  the Portfolio
may either make delivery of the foreign  currency or terminate  its  contractual
obligation to deliver by purchasing  an  offsetting  contract.  If the Portfolio
chooses to make delivery of the foreign  currency,  it may be required to obtain
such  currency  through the sale of  portfolio  securities  denominated  in such
currency  or  through  conversion  of other  assets of the  Portfolio  into such
currency. If the Portfolio engages in an offsetting transaction, it will incur a
gain or a loss to the extent  that  there has been a change in forward  contract
prices.  Closing  purchase  transactions  with respect to forward  contracts are
usually  made with the currency  dealer who is a party to the  original  forward
contract.

      NB  Management   believes  that  the  use  of  foreign   currency  hedging
techniques,  including "proxy-hedges," can provide significant protection of NAV
in the event of a general rise in the U.S.  dollar against  foreign  currencies.
For example,  the return  available from securities  denominated in a particular
foreign  currency  would  diminish  if the  value of the U.S.  dollar  increased
against that currency. Such a decline could be partially or completely offset by
an  increase  in value of a hedge  involving  a  forward  contract  to sell that
foreign  currency  or a  proxy-hedge  involving  a  forward  contract  to sell a
different  foreign  currency whose behavior is expected to resemble the currency
in which the securities  being hedged are  denominated and which is available on
more advantageous terms.

      However, a hedge or proxy-hedge cannot protect against exchange rate risks
perfectly, and, if NB Management is incorrect in its judgment of future exchange
rate relationships,  the Portfolio could be in a less advantageous position than
if such a hedge had not been established.  If the Portfolio uses  proxy-hedging,
it may  experience  losses on both the currency in which it has invested and the
currency  used for hedging if the two  currencies  do not vary with the expected


                                       18
<PAGE>


degree of  correlation.  Using  forward  contracts  to protect  the value of the
Portfolio's  securities  against a decline in the value of a  currency  does not
eliminate  fluctuations  in the  prices of the  underlying  securities.  Because
forward  contracts are not traded on an exchange,  the assets used to cover such
contracts may be illiquid. The Portfolio may experience delays in the settlement
of its foreign currency transactions.

      POLICIES AND LIMITATIONS.  The Portfolio may enter into forward  contracts
for the purpose of hedging and not for speculation. The use of forward contracts
by the Portfolio is not subject to the Social Policy.

      OPTIONS  ON  FOREIGN  CURRENCIES.  The  Portfolio  may write and  purchase
covered  call and put  options  on foreign  currencies.  Currency  options  have
characteristics  and risks similar to those of securities  options, as discussed
herein.  Certain options on foreign  currencies are traded on the OTC market and
involve  liquidity  and  credit  risks  that may not be  present  in the case of
exchange-traded currency options.

      POLICIES  AND  LIMITATIONS.  The  Portfolio  would use  options on foreign
currencies  to protect  against  declines in the U.S.  dollar value of portfolio
securities or increases in the U.S.  dollar cost of securities to be acquired or
to protect the U.S. dollar equivalent of dividends,  interest, or other payments
on those  securities.  The use of options on  currencies by the Portfolio is not
subject to the Social Policy.

      REGULATORY LIMITATIONS ON USING FINANCIAL  INSTRUMENTS.  To the extent the
Portfolio  sells or purchases  futures  contracts or writes  options  thereon or
options on foreign  currencies  that are traded on an exchange  regulated by the
CFTC other than for BONA FIDE  hedging  purposes  (as defined by the CFTC),  the
aggregate  initial margin and premiums on those positions  (excluding the amount
by which options are  "in-the-money")  may not exceed 5% of the  Portfolio's net
assets.

      COVER FOR FINANCIAL  INSTRUMENTS.  Securities held in a segregated account
cannot be sold while the futures,  options, or forward strategy covered by those
securities is outstanding,  unless they are replaced with other suitable assets.
As a result,  segregation of a large percentage of the Portfolio's  assets could
impede  portfolio   management  or  the  Portfolio's  ability  to  meet  current
obligations.  The  Portfolio  may be unable  promptly to dispose of assets which
cover,  or are  segregated  with respect to, an illiquid  futures,  options,  or
forward position; this inability may result in a loss to the Portfolio.

      POLICIES AND  LIMITATIONS.  The Portfolio  will comply with SEC guidelines
regarding  "cover" for Financial  Instruments and, if the Guidelines so require,
set aside in a segregated  account with its custodian the  prescribed  amount of
cash or appropriate liquid securities.


      GENERAL  RISKS  OF  FINANCIAL  INSTRUMENTS.  The  primary  risks  in using
Financial  Instruments are (1) imperfect  correlation or no correlation  between
changes in market value of the  securities or currencies  held or to be acquired
by the Portfolio and the prices of Financial Instruments; (2) possible lack of a
liquid secondary market for Financial Instruments and the resulting inability to
close out  Financial  Instruments  when  desired;  (3) the fact that the  skills
needed to use Financial  Instruments  are different  from those needed to select
the Portfolio's securities; (4) the fact that, although use of these instruments


                                       19
<PAGE>


for  hedging  purposes  can  reduce  the risk of loss,  they also can reduce the
opportunity  for gain, or even result in losses,  by offsetting  favorable price
movements in hedged investments; and (5) the possible inability of the Portfolio
to  purchase  or sell a portfolio  security  at a time that would  otherwise  be
favorable  for it to do so, or the  possible  need for the  Portfolio  to sell a
portfolio security at a disadvantageous  time, due to its need to maintain cover
or to segregate securities in connection with its use of Financial  Instruments.
There can be no assurance that the Portfolio's use of Financial Instruments will
be successful.

      The  Portfolio's  use  of  Financial  Instruments  may be  limited  by the
provisions of the Internal Revenue Code of 1986, as amended ("Code"), with which
it must comply if the Fund is to  continue to qualify as a regulated  investment
company ("RIC"). See "Additional Tax Information." Financial Instruments may not
be available  with  respect to some  currencies,  especially  those of so-called
emerging market countries.

      POLICIES  AND  LIMITATIONS.  NB  Management  intends to reduce the risk of
imperfect  correlation by investing only in Financial Instruments whose behavior
is expected to resemble or offset that of the Portfolio's  underlying securities
or currency. NB Management intends to reduce the risk that the Portfolio will be
unable to close out Financial  Instruments  by entering  into such  transactions
only if NB  Management  believes  there will be an active  and liquid  secondary
market.

      FIXED INCOME SECURITIES.  While the emphasis of the Portfolio's investment
program is on common stocks and other equity  securities,  it may also invest in
money market instruments, U.S. Government and Agency Securities, and other fixed
income securities.  The Portfolio may invest in investment grade corporate bonds
and debentures.

      U.S. Government  Securities are obligations of the U.S. Treasury backed by
the  full  faith  and  credit  of the  United  States.  U.S.  Government  Agency
Securities  are  issued  or  guaranteed  by  U.S.   Government  agencies  or  by
instrumentalities  of the  U.S.  Government,  such  as the  Government  National
Mortgage  Association,  Fannie  Mae (also  known as  Federal  National  Mortgage
Association),   Freddie   Mac  (also  known  as  Federal   Home  Loan   Mortgage
Corporation),  Student Loan  Marketing  Association  (commonly  known as "Sallie
Mae"),  and  the  Tennessee  Valley  Authority.   Some  U.S.  Government  Agency
Securities  are  supported  by the full faith and  credit of the United  States,
while others may by  supported  by the issuer's  ability to borrow from the U.S.
Treasury,  subject to the Treasury's discretion in certain cases, or only by the
credit of the issuer.  U.S. Government Agency Securities include U.S. Government
Agency  mortgage-backed  securities.  The market prices of U.S.  Government  and
Agency Securities are not guaranteed by the Government.

      "Investment  grade" debt  securities  are those  receiving one of the four
highest ratings from Moody's Investors  Service,  Inc.  ("Moody's"),  Standard &
Poor's ("S&P"), or another nationally recognized statistical rating organization
("NRSRO") or, if unrated by any NRSRO,  deemed by NB Management to be comparable
to such rated securities ("Comparable Unrated Securities").  Securities rated by
Moody's  in its fourth  highest  rating  category  (Baa) or  Comparable  Unrated
Securities may be deemed to have speculative characteristics.


                                       20
<PAGE>


      The  ratings  of an NRSRO  represent  its  opinion  as to the  quality  of
securities it undertakes to rate. Ratings are not absolute standards of quality;
consequently,  securities  with the same maturity,  coupon,  and rating may have
different  yields.  Although the Portfolio may rely on the ratings of any NRSRO,
the Portfolio primarily refers to ratings assigned by S&P and Moody's, which are
described in Appendix A to this SAI.

      Fixed income  securities are subject to the risk of an issuer's  inability
to meet principal and interest  payments on its obligations  ("credit risk") and
are  subject  to  price   volatility  due  to  such  factors  as  interest  rate
sensitivity, market perception of the creditworthiness of the issuer, and market
liquidity ("market risk"). The value of the fixed income securities in which the
Portfolio  may invest is likely to decline  in times of rising  market  interest
rates.  Conversely,  when rates fall, the value of the Portfolio's  fixed income
investments  is likely to rise.  Foreign  debt  securities  are subject to risks
similar to those of other foreign securities.

      POLICIES AND LIMITATIONS.  The Portfolio  normally may invest up to 35% of
its  total  assets  in  debt  securities.  Subsequent  to  its  purchase  by the
Portfolio,  an issue of debt  securities may cease to be rated or its rating may
be reduced,  so that the securities  would no longer be eligible for purchase by
the  Portfolio.  In  such a  case,  the  Portfolio  will  engage  in an  orderly
disposition of the downgraded securities.

      COMMERCIAL PAPER. Commercial paper is a short-term debt security issued by
a  corporation  or  bank,   usually  for  purposes  such  as  financing  current
operations.  The Portfolio may invest in commercial  paper that cannot be resold
to the public without an effective  registration  statement  under the 1933 Act.
While restricted commercial paper normally is deemed illiquid, NB Management may
in certain  cases  determine  that such paper is liquid,  pursuant to guidelines
established by the Portfolio Trustees.

      POLICIES AND  LIMITATIONS.  The Portfolio  may invest in commercial  paper
only if it  receives  the highest  rating from S&P (A-1) or Moody's  (P-1) or is
deemed by NB Management to be of comparable quality.

      ZERO  COUPON   SECURITIES.   The  Portfolio  may  invest  in  zero  coupon
securities,  which are debt  obligations  that do not  entitle the holder to any
periodic  payment of interest  prior to  maturity or that  specify a future date
when the securities begin to pay current  interest.  Zero coupon  securities are
issued  and  traded at a discount  from  their  face  amount or par value.  This
discount varies depending on prevailing interest rates, the time remaining until
cash payments  begin,  the liquidity of the security,  and the perceived  credit
quality of the issuer.

      The discount on zero coupon securities ("original issue discount") must be
taken into account  ratably by the Portfolio  prior to the receipt of any actual
payments.  Because the Fund must distribute  substantially all of its net income
(including its share of the  Portfolio's  accrued  original  issue  discount) to
shareholders  each year for income and excise tax  purposes,  the  Portfolio may
have to dispose of portfolio securities under  disadvantageous  circumstances to
generate cash, or may be required to borrow, to satisfy the Fund's  distribution
requirements. See "Additional Tax Information."


                                       21
<PAGE>


      The market  prices of zero coupon  securities  generally are more volatile
than the  prices of  securities  that pay  interest  periodically.  Zero  coupon
securities  are likely to respond  to  changes  in  interest  rates to a greater
degree than other types of debt securities  having a similar maturity and credit
quality.

      CONVERTIBLE   SECURITIES.   The  Portfolio   may  invest  in   convertible
securities. A convertible security is a bond, debenture,  note, preferred stock,
or other  security  that may be  converted  into or  exchanged  for a prescribed
amount of common  stock of the same or a different  issuer  within a  particular
period of time at a specified price or formula. Convertible securities generally
have features of both common stocks and debt securities.  A convertible security
entitles  the  holder to  receive  the  interest  paid or accrued on debt or the
dividend paid on preferred  stock until the convertible  security  matures or is
redeemed,  converted or exchanged. Before conversion, such securities ordinarily
provide a stream of income with  generally  higher  yields than common stocks of
the same or similar issuers,  but lower than the yield on non-convertible  debt.
Convertible    securities   are   usually    subordinated   to   comparable-tier
non-convertible  securities  but rank senior to common stock in a  corporation's
capital structure.  The value of a convertible security is a function of (1) its
yield in comparison to the yields of other securities of comparable maturity and
quality that do not have a conversion  privilege  and (2) its worth if converted
into the underlying common stock.

      The price of a convertible security often reflects variations in the price
of the  underlying  common  stock  in a way that  non-convertible  debt may not.
Convertible securities are typically issued by smaller capitalization  companies
whose stock prices may be  volatile.  A  convertible  security may be subject to
redemption at the option of the issuer at a price  established in the security's
governing instrument.  If a convertible security held by the Portfolio is called
for redemption, the Portfolio will be required to convert it into the underlying
common  stock,  sell it to a third  party or permit  the  issuer  to redeem  the
security.  Any of these actions could have an adverse effect on the  Portfolio's
and the Fund's ability to achieve their investment objectives.

      POLICIES AND  LIMITATIONS.  The  Portfolio may invest up to 20% of its net
assets in convertible securities.  The Portfolio does not intend to purchase any
convertible   securities  that  are  not  investment  grade.   Convertible  debt
securities are subject to the  Portfolio's  investment  policies and limitations
concerning fixed income securities.

      PREFERRED  STOCK.  The  Portfolio  may invest in preferred  stock.  Unlike
interest payments on debt securities, dividends on preferred stock are generally
payable  at the  discretion  of  the  issuer's  board  of  directors.  Preferred
shareholders  may have certain  rights if dividends  are not paid but  generally
have no legal  recourse  against the issuer.  Shareholders  may suffer a loss of
value if  dividends  are not paid.  The market  prices of  preferred  stocks are
generally  more sensitive to changes in the issuer's  creditworthiness  than are
the prices of debt securities.

      OTHER  INVESTMENT  COMPANIES.   The  Portfolio  at  times  may  invest  in
instruments   structured  as  investment  companies  to  gain  exposure  to  the
performance of a recognized securities index, such as the S&P 500 Index.


                                       22
<PAGE>


      As a shareholder in an investment  company,  the Portfolio  would bear its
pro rata share of that investment company's expenses.  Investment in other funds
may involve the payment of substantial premiums above the value of such issuer's
portfolio  securities.  The  Portfolio  does not  intend to invest in such funds
unless,  in the  judgment  of NB  Management,  the  potential  benefits  of such
investment justify the payment of any applicable premium or sales charge.

      POLICIES AND LIMITATIONS. The Portfolio's investment in such securities is
limited to (i) 3% of the total voting stock of any one investment company,  (ii)
5% of the  Portfolio's  total assets with respect to any one investment  company
and (iii) 10% of the Portfolio's total assets in the aggregate.

                             PERFORMANCE INFORMATION

      The Fund's performance figures are based on historical results and are not
intended to indicate future performance. The share price and total return of the
Fund will vary, and an investment in the Fund, when redeemed,  may be worth more
or less than an investor's original cost.

TOTAL RETURN COMPUTATIONS

      The Fund may advertise certain total return information. An average annual
compounded rate of return ("T") may be computed by using the redeemable value at
the end of a specified  period ("ERV") of a hypothetical  initial  investment of
$1,000 ("P") over a period of time ("n") according to the formula:

                                  P(1+T)n = ERV

      Average  annual  total  return  smoothes out  year-to-year  variations  in
performance and, in that respect, differs from actual year-to-year results.

      Average  annual  total  return  smoothes out  year-to-year  variations  in
performance and, in that respect, differs from actual year-to-year results.

      The Funds commenced  operations in June 1999.  However, a mutual fund that
is a series of Neuberger Berman Equity Funds ("Equity Funds"),  which has a name
similar to the Fund and the same investment objective, policies, and limitations
as the Fund ("Sister Fund"), also invests in the Portfolio.  The Sister Fund had
a  predecessor.  The  following  total  return  data is for the Fund  since  its
inception  and,  for  periods  prior to the Fund's  inception,  its Sister  Fund
(which, as used herein,  includes data for the Sister Fund's  predecessor).  The
Sister Fund has a different fee  structure  than the Fund and does not pay 12b-1
fees.  Had the higher fees of the Fund been  reflected,  the total returns shown
below would have been lower.

                          Average Annual Total Returns
                             Periods Ended 8/31/1999


                                                      PERIOD FROM
               ONE YEAR    FIVE YEARS   TEN YEARS     INCEPTION

SOCIALLY
RESPONSIVE     +36.80%     +19.16%      N/A           +17.55%


                                       23
<PAGE>


COMPARATIVE INFORMATION

      From time to time the Fund's performance may be compared with:

            (1) data (that may be expressed as rankings or ratings) published by
      independent services or publications  (including newspapers,  newsletters,
      and financial  periodicals)  that monitor the performance of mutual funds,
      such as Lipper Analytical Services,  Inc., C.D.A. Investment Technologies,
      Inc., Wiesenberger  Investment Companies Service,  Investment Company Data
      Inc., Morningstar,  Inc., Micropal Incorporated, and quarterly mutual fund
      rankings by Money, Fortune,  Forbes, Business Week, Personal Investor, and
      U.S. News & World Report magazines,  The Wall Street Journal, The New York
      Times, Kiplinger's Personal Finance, and Barron's Newspaper, or

            (2)  recognized  stock  and  other  indices,  such  as the  S&P  500
      Composite  Stock Price Index  ("S&P 500  Index"),  S&P Small Cap 600 Index
      ("S&P 600 Index"),  S&P Mid Cap 400 Index ("S&P 400 Index"),  Russell 2000
      Stock Index,  Russell Midcap Growth Index,  Dow Jones  Industrial  Average
      ("DJIA"),   Wilshire  1750  Index,  Nasdaq  Composite  Index,   Montgomery
      Securities Growth Stock Index, Value Line Index, U.S.  Department of Labor
      Consumer Price Index ("Consumer Price Index"), College Board Annual Survey
      of Colleges,  Kanon Bloch's  Family  Performance  Index,  the Barra Growth
      Index, the Barra Value Index,  and various other domestic,  international,
      and global  indices.  The S&P 500 Index is a broad  index of common  stock
      prices,  while  the DJIA  represents  a  narrower  segment  of  industrial
      companies.  The S&P 600 Index  includes  stocks that range in market value
      from $35 million to $6.1 billion, with an average of $572 million. The S&P
      400  Index  measures  mid-sized  companies  that  have an  average  market
      capitalization of $2.1 billion. Each assumes reinvestment of distributions
      and is  calculated  without  regard  to tax  consequences  or the costs of
      investing.  The Portfolio may invest in different types of securities from
      those included in some of the above indices.

      The Fund's performance may also be compared to various socially responsive
indices.  These include The Domini Social Index and the indices developed by the
quantitative  department of  Prudential  Securities,  such as that  department's
Large and Mid-Cap  portfolio  indices for various  breakdowns ("Sin" Stock Free,
Cigarette-Stock Free, S&P Composite, etc.).

      Evaluations of the Fund's  performance,  its total return and  comparisons
may be used in  advertisements  and in  information  furnished  to  current  and
prospective shareholders (collectively,  "Advertisements"). The Fund may also be
compared to individual asset classes such as common stocks, small-cap stocks, or
Treasury bonds, based on information supplied by Ibbotson and Sinquefield.


                                       24
<PAGE>


OTHER PERFORMANCE INFORMATION

      From time to time,  information about the Portfolio's portfolio allocation
and holdings as of a  particular  date may be included in  Advertisements.  This
information may include the Portfolio's portfolio  diversification by asset type
or by the  social  characteristics  of  companies  owned.  Information  used  in
Advertisements  may  include   statements  or  illustrations   relating  to  the
appropriateness  of types of securities and/or mutual funds that may be employed
to meet specific financial goals, such as (1) funding retirement, (2) paying for
children's education, and (3) financially supporting aging parents.

      NB  Management  believes  that  many  of its  common  stock  funds  may be
attractive investment vehicles for conservative  investors who are interested in
long-term appreciation from stock investments, but who have a moderate tolerance
for risk. Such investors may include, for example,  individuals (1) planning for
or  facing   retirement,   (2)  receiving  or  expecting  to  receive   lump-sum
distributions  from  individual  retirement  accounts  ("IRAs"),   self-employed
individual  retirement  plans ("Keogh plans"),  or other  retirement  plans, (3)
anticipating  rollovers of CDs or IRAs, Keogh plans, or other retirement  plans,
and (4) receiving a significant amount of money as a result of inheritance, sale
of a business, or termination of employment.

      Investors  who may find the Fund to be an  attractive  investment  vehicle
also  include  parents  saving to meet  college  costs for their  children.  For
instance, the cost of a college education is rapidly approaching the cost of the
average family home. Estimates of total four-year costs (including tuition, room
and board,  books and other expenses) for students  starting  college in various
years may be  included in  Advertisements,  based on the  College  Board  Annual
Survey of Colleges.

      Information  relating to inflation  and its effects on the dollar also may
be included in  Advertisements.  For example,  after ten years,  the  purchasing
power of  $25,000  would  shrink to  $16,621,  $14,968,  $13,465,  and  $12,100,
respectively,  if the annual rates of inflation  during that period were 4%, 5%,
6%, and 7%,  respectively.  (To calculate the purchasing power, the value at the
end of each year is reduced by the inflation rate for the ten-year period.)

      Information  regarding  the effects of  investing  at market  highs and/or
lows, and investing early versus late for retirement  plans also may be included
in Advertisements, if appropriate.

                           CERTAIN RISK CONSIDERATIONS

      Although the Portfolio  seeks to reduce risk by investing in a diversified
portfolio of securities, diversification does not eliminate all risk. There can,
of course,  be no  assurance  that the  Portfolio  will  achieve its  investment
objective.

                              TRUSTEES AND OFFICERS

      The following  table sets forth  information  concerning  the trustees and
officers  of the  Trusts,  including  their  addresses  and  principal  business
experience  during the past five  years.  Some  persons  named as  trustees  and
officers   also  serve  in  similar   capacities   for  other  funds  and  their
corresponding  portfolios administered or managed by NB Management and Neuberger
Berman.


                                       25
<PAGE>

<TABLE>
<CAPTION>



Name, Age, and                    Positions Held
   ADDRESS(1)                     WITH THE TRUST              PRINCIPAL OCCUPATION(S)(2)
<S>                               <C>                         <C>
Claudia A. Brandon (42)           Secretary                   Director, Corporate Secretarial,
                                                              of Neuberger Berman; formerly
                                                              Vice President of NB Management;
                                                              Secretary of nine other mutual
                                                              funds for which NB Management
                                                              acts as investment manager or
                                                              administrator.

Faith Colish (64)                 Trustee                     Attorney at Law, Faith Colish,
63 Wall Street                                                A Professional Corporation.
24th Floor
New York, NY  10005

Stacy Cooper-Shugrue (36)         Assistant Secretary         Assistant Director, Corporate
                                                              Secretarial, of Neuberger
                                                              Berman; formerly Assistant Vice
                                                              President of NB Management since
                                                              1993; Assistant Secretary of
                                                              nine other mutual funds for
                                                              which NB Management acts as
                                                              investment manager or
                                                              administrator.

Barbara DiGiorgio (40)            Assistant Treasurer         Assistant Treasurer since 1996
                                                              of nine other mutual funds for
                                                              which NB Management acts as
                                                              investment manager or
                                                              administrator.

Michael M. Kassen (46)*           President and Trustee       Executive Vice President, Chief
                                                              Investment Officer and Director
                                                              of Neuberger Berman; President
                                                              Trustee of six other mutual
                                                              funds for which NB Management
                                                              acts as investment manager
                                                              or administrator.

Howard A. Mileaf (62)             Trustee                     Vice President and Special
WHX Corporation                                               Counsel to WHX Corporation
110 East 59th Street                                          (holding company) since 1992;
30th Floor                                                    Director of Kevlin Corporation
New York, NY  10022                                           (manufacturer of microwave and
                                                              other products).


                                              26
<PAGE>


Name, Age, and                    Positions Held
   ADDRESS(1)                     WITH THE TRUST              PRINCIPAL OCCUPATION(S)(2)

Edward I. O'Brien* (71)           Trustee                     Until 1993, President of the
12 Woods Lane                                                 Securities Industry Association
Scarsdale, NY 10583                                           ("SIA") (securities industry's
                                                              representative in government
                                                              relations and regulatory matters
                                                              at the federal and state levels);
                                                              until November 1993, employee of
                                                              the SIA; Director of Legg Mason,
                                                              Inc.

John T. Patterson, Jr. (71)       Trustee                     Retired.  Formerly, President of
7082 Siena Court                                              SOBRO (South Bronx Overall
Boca Raton, FL 33433                                          Economic Development
                                                              Corporation).

C. Carl Randolph (61)             Assistant Secretary         Senior Vice President, General
                                                              Counsel and Secretary of
                                                              Neuberger Berman since 1992;
                                                              Assistant Secretary of nine
                                                              other mutual funds for which
                                                              NB Management acts as investment
                                                              manager or administrator.

John P. Rosenthal (66)            Trustee                     Senior Vice President of Burnham
Burnham Securities Inc.                                       Securities Inc. (a registered
Burnham Asset Management Corp.                                broker-dealer) since 1991;
1325 Avenue of the Americas                                   Director, Cancer Treatment
17th Floor                                                    Holdings, Inc.
New York, NY  10019

Cornelius T. Ryan (67)            Trustee                     General Partner of Oxford
Oxford Bioscience                                             Partners and Oxford Bioscience
Partners                                                      Partners (venture capital
315 Post Road West                                            partnerships) and President of
Westport, CT  06880                                           Oxford Venture Corporation;
                                                              Director of Capital Cash
                                                              Management  Trust (money market
                                                              fund) and Prime Cash Fund.


                                              27
<PAGE>


Name, Age, and                    Positions Held
   ADDRESS(1)                     WITH THE TRUST              PRINCIPAL OCCUPATION(S)(2)

Richard Russell (52)              Treasurer and Principal     Vice President of NB Management
                                  Accounting Officer          since 1993; prior thereto,
                                                              Assistant Vice President of NB
                                                              Management; Treasurer and
                                                              Principal Accounting Officer of
                                                              nine other mutual funds for
                                                              which NB Management acts as
                                                              investment manager or
                                                              administrator.

Gustave H. Shubert (69)           Trustee                     Senior Fellow/Corporate Advisor
13838 Sunset Boulevard                                        and Advisory Trustee of Rand
Pacific Palisades, CA   90272                                 (a non-profit public interest
                                                              research institution) since
                                                              1989; Honorary Member of the
                                                              Board of Overseers of the
                                                              Institute for Civil Justice, the
                                                              Policy Advisory Committee of
                                                              the Clinical Scholars Program
                                                              at the University of California,
                                                              the American Association for the
                                                              Advancement of Science, the
                                                              Counsel on Foreign Relations,
                                                              and the Institute for Strategic
                                                              Studies (London); advisor to the
                                                              Program Evaluation and Methodology
                                                              Division of the U.S. General
                                                              Accounting Office; formerly
                                                              Senior Vice President and Trustee
                                                              of Rand.

Daniel J. Sullivan (70)           Vice President              Senior Vice President of NB
                                                              Management since 1992; Vice
                                                              President of nine other
                                                              mutual funds for which NB
                                                              Management acts as investment
                                                              manager or administrator.


                                              28
<PAGE>


Name, Age, and                    Positions Held
   ADDRESS(1)                     WITH THE TRUST              PRINCIPAL OCCUPATION(S)(2)

Peter E. Sundman* (40)            Chairman of the Board,      Executive Vice President and
                                  Chief Executive             Director of Neuberger Berman;
                                  Officer, and Trustee        President of NB Management;
                                                              Chairman of the Board, Chief
                                                              Executive Officer and Trustee
                                                              of nine other mutual funds for
                                                              which NB Management acts as
                                                              investment manager or
                                                              administrator.

Michael J. Weiner (51)            Vice President and          Senior Vice President of NB
                                  Principal Financial         Management since 1992; Principal
                                  Officer                     of Neuberger Berman since
                                                              1998; Treasurer of NB Management
                                                              from 1992 to 1996; Vice
                                                              President and Principal
                                                              Financial Officer of nine other
                                                              mutual funds for which NB
                                                              Management acts as investment
                                                              manager or administrator.

Celeste Wischerth (38)            Assistant Treasurer         Employee of NB Management;
                                                              Assistant Treasurer since 1996
                                                              of nine other mutual funds for
                                                              which NB Management acts as
                                                              investment manager or
                                                              administrator.

</TABLE>
- --------------------

(1) Unless  otherwise  indicated,  the business address of each listed person is
605 Third Avenue, New York, New York 10158.

(2) Except as otherwise indicated,  each individual has held the positions shown
for at least the last five years.

*  Indicates a trustee who is an  "interested  person" of each Trust  within the
meaning of the 1940 Act. Mr.  Sundman and Mr. Kassen are  interested  persons by
virtue of the fact that they are officers and/or  directors of NB Management and
Managing  Directors of Neuberger Berman.  Mr. O'Brien is an interested person by
virtue of the fact that he is a director of Legg  Mason,  Inc.,  a wholly  owned
subsidiary  of  which,  from  time to time,  serves as a broker or dealer to the
Portfolios and other funds for which NB Management serves as investment manager.

      The Trust's Trust  Instrument  and Managers  Trust's  Declaration of Trust
provide that each such Trust will  indemnify  its trustees and officers  against
liabilities  and expenses  reasonably  incurred in connection with litigation in


                                              29
<PAGE>


which they may be involved because of their offices with the Trust, unless it is
adjudicated  that they (a)  engaged in bad  faith,  willful  misfeasance,  gross
negligence, or reckless disregard of the duties involved in the conduct of their
offices,  or (b) did not act in good faith in the  reasonable  belief that their
action was in the best interest of the Trust.  In the case of  settlement,  such
indemnification  will not be provided  unless it has been determined (by a court
or other body  approving the settlement or other  disposition,  by a majority of
disinterested  trustees based upon a review of readily  available facts, or in a
written opinion of independent  counsel) that such officers or trustees have not
engaged in  willful  misfeasance,  bad  faith,  gross  negligence,  or  reckless
disregard of their duties.

      The following table sets forth information  concerning the compensation of
the  trustees  of the  Trust.  None of the  Neuberger Berman  Funds (REGISTERED)
has any retirement plan for its trustees.

                              TABLE OF COMPENSATION
                          FOR FISCAL YEAR ENDED 8/31/99

                                 Aggregate          Total Compensation from
NAME AND POSITION               Compensation      Investment Companies in the
WITH THE                         from the               Neuberger Berman
TRUST                              TRUST          FUND COMPLEXPAID TO TRUSTEES

Faith Colish                        $339                   $96,500
Trustee                                        (5 other investment companies)

Stanley Egener                      $ 0                      $ 0
Chairman of the Board, Chief                   (9 other investment companies)
Executive Officer, and
Trustee

Howard A. Mileaf                    $346                   $64,250
Trustee                                        (4 other investment companies)

Edward I. O'Brien                   $359                   $61,750
Trustee                                        (3 other investment companies)

John T. Patterson, Jr.              $364                   $66,500
Trustee                                        (4 other investment companies)

John P. Rosenthal                   $349                   $64,250
Trustee                                        (4 other investment companies)


                                              30
<PAGE>


                              TABLE OF COMPENSATION

                          FOR FISCAL YEAR ENDED 8/31/99

                                 Aggregate          Total Compensation from
NAME AND POSITION               Compensation      Investment Companies in the
WITH THE                         from the               Neuberger Berman
TRUST                              TRUST          FUND COMPLEXPAID TO TRUSTEES


Cornelius T. Ryan                   $318                   $52,750
Trustee                                        (3 other investment companies)

Gustave H. Shubert                  $344                   $59,500
Trustee                                        (3 other investment companies)

Lawrence Zicklin                    $ 0                      $ 0
President and Trustee                          (5 other investment companies)


      At November 22, 1999, the trustees and officers of the Trusts, as a group,
owned beneficially or of record less than 1% of the shares of the Fund.

              INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES

INVESTMENT MANAGER AND ADMINISTRATOR

      Because  all of the  Fund's net  investable  assets  are  invested  in the
Portfolio, the Fund does not need an investment manager. NB Management serves as
the investment manager to the Portfolio pursuant to a management  agreement with
Managers  Trust,  on  behalf  of the  Portfolio,  dated  as of  August  2,  1993
("Management Agreement").

      The  Management  Agreement was approved by the holders of the interests in
the Portfolio on March 9, 1994.  The Portfolio was  authorized to become subject
to the  Management  Agreement by vote of the  Portfolio  Trustees on October 20,
1993, and became subject to it on March 14, 1994.

      The Management Agreement provides,  in substance,  that NB Management will
make and implement  investment decisions for the Portfolio in its discretion and
will continuously  develop an investment program for the Portfolio's assets. The
Management Agreement permits NB Management to effect securities  transactions on
behalf  of the  Portfolio  through  associated  persons  of NB  Management.  The
Management  Agreement  also  specifically  permits NB Management to  compensate,
through higher commissions,  brokers and dealers who provide investment research
and analysis to the  Portfolio,  although NB Management  has no current plans to
pay a material amount of such compensation.


                                              31
<PAGE>


      NB Management  provides to the Portfolio,  without  separate cost,  office
space,  equipment,  and  facilities  and  the  personnel  necessary  to  perform
executive,  administrative,  and  clerical  functions.  NB  Management  pays all
salaries,  expenses,  and  fees of the  officers,  trustees,  and  employees  of
Managers Trust who are officers,  directors, or employees of NB Management.  Two
directors of NB Management (who also are employees of Neuberger Berman),  one of
whom also serves as an officer of NB Management, presently serve as trustees and
officers of the Trusts.  See "Trustees  and  Officers."  The  Portfolio  pays NB
Management a management fee based on the  Portfolio's  average daily net assets,
as described in the Prospectus.

      NB Management  provides  facilities,  services,  and personnel to the Fund
pursuant to an administration  agreement with the Trust, dated November 1, 1994,
and  amended  as  of  August  2,  1996  and  January  1,  1999  ("Administration
Agreement"). For such administrative services, the Fund pays NB Management a fee
based on the Fund's average daily net assets, as described below.

      NB  Management  enters  into   administrative   services  agreements  with
Institutions,  pursuant to which it  compensates  Institutions  for  accounting,
recordkeeping   and  other  services  that  they  provide  in  connection   with
investments in the Fund.

      From time to time, NB  Management or the Fund may enter into  arrangements
with registered  broker-dealers or other third parties pursuant to which it pays
the  broker-dealer  or  third  party  a per  account  fee  or a fee  based  on a
percentage  of the  aggregate  net asset value of Fund shares  purchased  by the
broker-dealer  or  third  party on  behalf  of its  customers,  in  payment  for
administrative and other services rendered to such customers.

MANAGEMENT AND ADMINISTRATION FEES

      NB Management  provides  investment  management services to each Portfolio
that include,  among other things, making and implementing  investment decisions
and providing  facilities and personnel necessary to operate the Portfolio.  For
investment  management  services,  the Portfolio pays NB Management a fee at the
annual rate of 0.55% of the first $250 million of the 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.

      For the period from June 9, 1999  (commencement  of  operations) to August
31, 1999, the Fund accrued $237 in management and administration fees.

      NB Management  provides  administrative  services to the Fund that include
furnishing  facilities  and  personnel for the Fund and  performing  accounting,
recordkeeping,  and other services.  For such administrative  services, the Fund
pays NB Management a fee at the annual rate of 0.40% of the Fund's average daily
net assets, plus certain  out-of-pocket  expenses for technology and shareholder
servicing and  shareholder  communications  subject to the prior  approval of an
annual  budget by the Trust's  Board of Trustees,  including a majority of those
Trustees who are not interested  persons of NB Management,  and periodic reports
to the  Board of  Trustees  on  actual  expenses.  With the  Fund's  consent  NB
Management may subcontract to Institutions some of its  responsibilities  to the


                                              32
<PAGE>

Fund under the Administration Agreement and may compensate each Institution that
provides such services at an annual rate of 0.25% of the average net asset value
of Fund shares held through that Institution.

      NB Management has  contractually  undertaken to reimburse the Fund for its
total   operating   expenses   (other  than  interest,   taxes,   brokerage  and
extraordinary  expenses) which exceed, in the aggregate,  1.50% per annum of the
Fund's average daily net assets. This undertaking lasts until December 31, 2002.
The Fund has contractually undertaken to reimburse NB Management, until December
31, 2005, for excess expenses paid by NB Management, provided the reimbursements
do not cause the Fund's total operating expenses (exclusive of taxes,  interest,
brokerage  commissions and  extraordinary  expenses) to exceed an annual rate of
1.50% of average net assets, and provided that no amount will be reimbursed more
than 3 years after the year in which it was incurred by NB Management. The table
below  shows  the  amounts  reimbursed  by  NB  Management   pursuant  to  these
arrangements:

                              Amount of Total Operating Expenses
                                  Reimbursed by NB Management
                               for Fiscal Years Ended August 31

FUND                   1999                  1998                  1997
- ----                   ----                  ----                  ----
SOCIALLY
RESPONSIVE           $127,061*               N/A                   N/A


* Period from June 9, 1999 (commencement of operations) to August 31, 1999.

      The Management  Agreement  continues until August 2, 2000 and is renewable
thereafter  from year to year, so long as its  continuance  is approved at least
annually  (1) by the vote of a majority of the  Portfolio  Trustees  who are not
"interested persons" of NB Management or Managers Trust ("Independent  Portfolio
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval,  and (2) by the vote of a majority of the  Portfolio  Trustees or by a
1940 Act  majority  vote of the  outstanding  interests  in the  Portfolio.  The
Administration  Agreement  continues  until August 2, 2000.  The  Administration
Agreement  is renewable  from year to year with respect to the Fund,  so long as
its  continuance  is approved at least annually (1) by the vote of a majority of
the Fund Trustees who are not "interested persons" of NB Management or the Trust
("Independent  Fund  Trustees"),  cast in  person at a  meeting  called  for the
purpose of voting on such  approval,  and (2) by the vote of a  majority  of the
Fund  Trustees or by a 1940 Act majority vote of the  outstanding  shares in the
Fund.

      The Management Agreement is terminable,  without penalty,  with respect to
the  Portfolio  on 60 days'  written  notice  either by Managers  Trust or by NB
Management.  The Administration  Agreement is terminable,  without penalty, with
respect to the Fund on 60 days' written notice either by NB Management or by the
Trust. Each Agreement terminates automatically if it is assigned.


                                       33
<PAGE>


SUB-ADVISER

      NB Management  retains  Neuberger Berman,  605 Third Avenue,  New York, NY
10158-3698,  as  sub-adviser  with  respect  to  the  Portfolio  pursuant  to  a
sub-advisory  agreement  dated August 2, 1993  ("Sub-Advisory  Agreement").  The
Sub-Advisory  Agreement  was  approved  by the holders of the  interests  in the
Portfolio on March 9, 1994.

      The  Sub-Advisory  Agreement  provides in substance that Neuberger  Berman
will  furnish  to NB  Management,  upon  reasonable  request,  the same  type of
investment  recommendations  and research that  Neuberger  Berman,  from time to
time,  provides to its  principals  and  employees  for use in  managing  client
accounts.  In this manner,  NB  Management  expects to have  available to it, in
addition to research  from other  professional  sources,  the  capability of the
research staff of Neuberger Berman.  This staff consists of numerous  investment
analysts, each of whom specializes in studying one or more industries, under the
supervision of the Director of Research,  who is also available for consultation
with NB Management.  The Sub-Advisory Agreement provides that NB Management will
pay for the  services  rendered  by  Neuberger  Berman  based on the  direct and
indirect costs to Neuberger Berman in connection with those services.  Neuberger
Berman also serves as  sub-adviser  for all of the other mutual funds managed by
NB Management.

      The Sub-Advisory Agreement continues until August 2, 2000 and is renewable
from year to year,  subject to approval of its continuance in the same manner as
the Management Agreement.  The Sub-Advisory Agreement is subject to termination,
without  penalty,  with respect to the Portfolio by the Portfolio  Trustees or a
1940 Act majority  vote of the  outstanding  interests in the  Portfolio,  by NB
Management,  or by  Neuberger  Berman on not less than 30 nor more than 60 days'
written notice.  The Sub-Advisory  Agreement also terminates  automatically with
respect  to the  Portfolio  if it is  assigned  or if the  Management  Agreement
terminates with respect to the Portfolio.

      Most money managers that come to the Neuberger Berman organization have at
least  fifteen  years  experience.  Neuberger  Berman and NB  Management  employ
experienced professionals that work in a competitive environment.


INVESTMENT COMPANIES MANAGED

INVESTMENT COMPANIES MANAGED

            As of September 30, 1999,  the  investment  companies  managed by NB
Management  had  aggregate  net  assets  of  approximately   $17.8  billion.  NB
Management  currently serves as investment  manager of the following  investment
companies:

                                                                     Approximate
                                                                   Net Assets at
NAME                                                          SEPTEMBER 30, 1999

Neuberger Berman Cash Reserves Portfolio..........................$1,129,792,312
    (investment portfolio for Neuberger Berman Cash Reserves)


                                              34
<PAGE>


Neuberger Berman Government Money Portfolio.........................$701,999,455
    (investment portfolio for Neuberger Berman Government Money Fund)

Neuberger Berman High Yield Bond Portfolio...........................$25,041,449
    (investment portfolio for Neuberger Berman High Yield Bond Fund)

Neuberger Berman Limited Maturity Bond Portfolio....................$274,532,907
    (investment portfolio for Neuberger Berman Limited Maturity Bond Fund
    and Neuberger Berman Limited Maturity Bond Trust)

Neuberger Berman Municipal Securities Portfolio......................$35,080,349
    (investment portfolio for Neuberger Berman Municipal Securities Trust)

Neuberger Berman Focus Portfolio..................................$1,463,580,020
    (investment portfolio for Neuberger Berman Focus Fund, Neuberger Berman
    Focus Trust and Neuberger Berman Focus Assets)

Neuberger Berman Genesis Portfolio................................$1,647,532,448
    (investment portfolio for Neuberger Berman Genesis Fund, Neuberger Berman
    Genesis Trust, Neuberger Berman Genesis Assets and Neuberger Berman
    Genesis Institutional)

Neuberger Berman Guardian Portfolio...............................$4,423,729,801
    (investment portfolio for Neuberger Berman Guardian Fund, Neuberger
    Berman Guardian Trust and Neuberger Berman Guardian Assets)

Neuberger Berman International Portfolio............................$117,925,499
    (investment portfolio for Neuberger Berman International Fund and
    Neuberger Berman International Trust)

Neuberger Berman Manhattan Portfolio................................$606,962,000
    (investment portfolio for Neuberger Berman Manhattan Fund, Neuberger
    Berman Manhattan Trust and Neuberger Berman Manhattan Assets)

Neuberger Berman Millennium Portfolio................................$78,666,423
    (investment portfolio for Neuberger Berman Millennium Fund, Neuberger
    Berman Millennium Trust and Neuberger Berman Millennium Assets)

Neuberger Berman Partners Portfolio...............................$3,553,329,259
    (investment portfolio for Neuberger Berman Partners Fund, Neuberger
    Berman Partners Trust and Neuberger Berman Partners Assets)

Neuberger Berman Regency Portfolio...................................$30,848,996
    (investment portfolio for Neuberger Berman Regency Fund and Neuberger
    Berman Regency Trust)


                                              35
<PAGE>


Neuberger Berman Socially Responsive Portfolio......................$376,629,789
    (investment portfolio for Neuberger Berman Socially Responsive Fund,
    Neuberger Berman Socially Responsive Trust, and Neuberger Berman Socially
    Responsive Assets)

Advisers Managers Trust...........................................$2,026,088,252
    (eight series)

      The  investment  decisions  concerning  the Portfolio and the other mutual
funds  managed by NB Management  (collectively,  "Other NB Funds") have been and
will  continue  to be made  independently  of one  another.  In  terms  of their
investment  objectives,  most of the Other NB Funds  differ from the  Portfolio.
Even where the investment  objectives are similar,  however, the methods used by
the Other NB Funds and the Portfolio to achieve their objectives may differ. The
investment  results achieved by all of the mutual funds managed by NB Management
have varied from one another in the past and are likely to vary in the future.

      There may be occasions  when the Portfolio and one or more of the Other NB
Funds or other  accounts  managed  by  Neuberger  Berman  are  contemporaneously
engaged in purchasing or selling the same  securities  from or to third parties.
When this occurs,  the transactions  are averaged as to price and allocated,  in
terms of amount, in accordance with a formula  considered to be equitable to the
funds involved.  Although in some cases this  arrangement may have a detrimental
effect on the price or volume of the  securities as to the  Portfolio,  in other
cases it is  believed  that the  Portfolio's  ability to  participate  in volume
transactions  may  produce  better  executions  for it. In any  case,  it is the
judgment of the Portfolio  Trustees  that the  desirability  of the  Portfolio's
having its advisory  arrangements with NB Management outweighs any disadvantages
that may result from contemporaneous transactions.

      The  Portfolio is subject to certain  limitations  imposed on all advisory
clients of Neuberger  Berman  (including the Portfolio,  the Other NB Funds, and
other managed  accounts) and personnel of Neuberger  Berman and its  affiliates.
These include, for example,  limits that may be imposed in certain industries or
by certain companies,  and policies of Neuberger Berman that limit the aggregate
purchases, by all accounts under management, of the outstanding shares of public
companies.

MANAGEMENT AND CONTROL OF NB MANAGEMENT

      The directors and officers of NB  Management,  all of whom have offices at
the same address as NB Management, are Richard A. Cantor, Chairman;  Theodore P.
Giuliano, Vice President;  Michael M. Kassen, Executive Vice President and Chief
Investment Officer;  Philip Ambrosio,  Senior Vice President and Chief Financial
Officer;  Barbara Katersky,  Senior Vice President;  Daniel J. Sullivan,  Senior
Vice  President;  Peter E. Sundman,  President;  Michael J. Weiner,  Senior Vice
President;  Brooke A. Cobb, Vice President;  Robert W. D'Alelio, Vice President;
Clara Del Villar,  Vice President;  Robert S. Franklin,  Vice President;  Thomas
Gengler,  Vice  President;  Robert I. Gendelman,  Vice  President;  Josephine P.
Mahaney,  Vice  President;  Michael F. Malouf,  Vice  President;  Ellen Metzger,
Secretary;  S. Basu Mullick,  Vice President;  Janet W. Prindle, Vice President;
Kevin L. Risen, Vice President;  Benjamin E. Segal, Vice President;  Jennifer K.
Silver,  Vice President;  Kent C. Simons,  Vice President;  Judith M. Vale, Vice
President;  Catherine  Waterworth,  Vice  President;  Allan R. White  III,  Vice


                                       36
<PAGE>


President; Robert Conti, Treasurer; Ramesh Babu, Vice President;  Valerie Chang,
Vice  President;   Robert  L.  Ladd,  Vice  President;  Ingrid  Saukaitis,  Vice
President; Josephine Velez, Vice President. Messrs. Cantor, D'Alelio, Gendelman,
Giuliano,  Kassen, Risen, Simons, Sundman,  Weiner, and White and Mmes. Prindle,
Silver and Vale are employees of Neuberger Berman.

      Messrs.  Sundman  and Kassen are  trustees  and  officers,  and  Messrs.
Sullivan and Weiner are officers, of each Trust.

      Neuberger  Berman and NB  Management  are  wholly  owned  subsidiaries  of
Neuberger  Berman,  Inc. a publicly owned holding company owned primarily by the
employees of Neuberger Berman.


                            DISTRIBUTION ARRANGEMENTS

DISTRIBUTOR

      NB Management serves as the distributor ("Distributor") in connection with
the offering of the Fund's shares to  Institutions.  In connection with the sale
of its  shares,  the  Fund  has  authorized  the  Distributor  to give  only the
information,  and to make only the statements and representations,  contained in
the Prospectus and this SAI or that properly may be included in sales literature
and advertisements in accordance with the 1933 Act, the 1940 Act, and applicable
rules  of  self-regulatory  organizations.   Sales  may  be  made  only  by  the
Prospectus,  which  may  be  delivered  personally,  through  the  mails,  or by
electronic means. The Distributor is the Fund's "principal  underwriter"  within
the meaning of the 1940 Act and,  as such,  acts as agent in  arranging  for the
sale of the Fund's shares to Institutions without sales commission and bears all
advertising and promotion expenses incurred in the sale of the Fund's shares.

      The Trust,  on behalf of the Fund,  and the  Distributor  are parties to a
Distribution  and Services  Agreement dated February 12, 1996, and amended as of
August 2, 1996 and January 1, 1999 ("Distribution Agreement").  The Distribution
Agreement  was  approved  by the Fund  Trustees,  including  a  majority  of the
Independent Fund Trustees and a majority of those  Independent Fund Trustees who
have no direct or indirect financial  interest in the Distribution  Agreement or
the Trust's plan pursuant to Rule 12b-1 under the 1940 Act ("Plan") ("Rule 12b-1
Trustees"),  on October 25, 1995. The  Distribution  Agreement  continues  until
August  2,  2000.  The  Distribution   Agreement  may  be  renewed  annually  if
specifically  approved by (1) the vote of a majority  of the Fund  Trustees or a
1940 Act majority  vote of the Fund's  outstanding  shares and (2) the vote of a
majority  of the  Independent  Fund  Trustees  and a majority  of the Rule 12b-1
Trustees,  cast in person at a meeting  called for the purpose of voting on such
approval.  The Distribution Agreement may be terminated by either party and will
terminate automatically on its assignment,  in the same manner as the Management
Agreement.

RULE 12B-1 PLAN

      The Plan was adopted by the Trustees on October 25, 1995,  and executed on
April 2, 1996. The Plan provides that the Fund will compensate NB Management for
administrative  and other  services  provided to the Fund,  its  activities  and
expenses  related  to the sale and  distribution  of Fund  shares,  and  ongoing
services to investors in the Fund.  Under the Plan, NB Management  receives from


                                       37
<PAGE>


the Fund a fee at the  annual  rate of 0.25% of the  Fund's  average  daily  net
assts.  NB Management may pay up to the full amount of this fee to  Institutions
that  distribute or make available  Fund shares and/or  provide  services to the
Fund and its shareholders.  The fee paid to an Institution is based on the level
of such services  provided.  Institutions  may use the payments for, among other
purposes,  compensating employees engaged in sales and/or shareholder servicing.
The amount of fees paid by the Fund during any year may be more or less than the
cost of distribution  and other services  provided to the Fund. NASD rules limit
the amount of annual  distribution and service 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 these rules.

      The Plan provides that a written report  identifying the amounts  expended
by the Fund and the  purposes  for  which  such  expenditures  were made must be
provided to the Fund Trustees for their review at least quarterly.

      Prior to approving the Plan, the Fund Trustees  considered various factors
relating  to the  implementation  of the Plan  and  determined  that  there is a
reasonable  likelihood that the Plan will benefit the Fund and its shareholders.
The Fund Trustees noted that the purpose of the master/feeder  fund structure is
to permit access to a variety of markets. To the extent the Plan allows the Fund
to penetrate  markets to which it would not otherwise have access,  the Plan may
result in additional sales of Fund shares; this, in turn, may enable the Fund to
achieve  economies of scale that could  reduce  expenses.  In addition,  certain
on-going  shareholder  services may be provided more effectively by Institutions
with which shareholders have an existing relationship.

      The  Plan  continues  until  December  30,  2000.  The  Plan is  renewable
thereafter  from  year  to  year  with  respect  to the  Fund,  so  long  as its
continuance  is approved at least  annually (1) by the vote of a majority of the
Fund Trustees and (2) by a vote of the majority of Rule 12b-1 Trustees,  cast in
person at a meeting called for the purpose of voting on such approval.  The Plan
may not be amended to  increase  materially  the amount of fees paid by the Fund
thereunder  unless such amendment is approved by a 1940 Act majority vote of the
outstanding  shares of the Fund and by the Fund Trustees in the manner described
above.  The Plan is terminable with respect to the Fund at any time by a vote of
a majority  of the Rule 12b-1  Trustees  or by a 1940 Act  majority  vote of the
outstanding shares of the Fund.


                         ADDITIONAL PURCHASE INFORMATION

SHARE PRICES AND NET ASSET VALUE

      The Fund's shares are bought or sold at a price that is the Fund's NAV per
share.  The NAVs for the Fund and its  Portfolio are  calculated by  subtracting
liabilities from total assets (in the case of the Portfolio, the market value of
the  securities the Portfolio  holds plus cash and other assets;  in the case of
the  Fund,  its  percentage  interest  in  its  Portfolio,   multiplied  by  the
Portfolio's NAV, plus any other assets).  The Fund's per share NAV is calculated
by dividing  its NAV by the number of Fund shares  outstanding  and rounding the
result to the nearest full cent. The Fund and its Portfolio calculate their NAVs
as of the close of regular trading on the NYSE,  usually 4 p.m. Eastern time, on
each day the NYSE is open.


                                       38
<PAGE>

      The Portfolio values  securities  (including  options) listed on the NYSE,
the American Stock Exchange or other national  securities  exchange or quoted on
The Nasdaq Stock Market,  and other  securities for which market  quotations are
readily  available,  at the last sale price on the day the  securities are being
valued.  If  there is no  reported  sale of such a  security  on that  day,  the
security is valued at the mean  between its closing bid and asked prices on that
day. The Portfolio values all other securities and assets,  including restricted
securities,  by a method that the  trustees  of Equity  Managers  Trust  believe
accurately reflects fair value.

      If NB Management  believes that the price of a security obtained under the
Portfolio's  valuation  procedures  (as described  above) does not represent the
amount that the Portfolio reasonably expects to receive on a current sale of the
security,  the  Portfolio  will value the  security  based on a method  that the
trustees of Managers Trust believe accurately reflects fair value.


                         ADDITIONAL EXCHANGE INFORMATION

      As  more  fully  set  forth  in the  section  of the  Prospectus  entitled
"Maintaining  Your Account," an Institution  may exchange shares of the Fund for
shares  of one or  more  of the  other  Funds,  if made  available  through  the
Institution.  The Fund may  terminate  or modify its  exchange  privilege in the
future.

      Before  effecting an exchange,  Fund  shareholders  must obtain and should
review a currently  effective  Prospectus of the Fund into which the exchange is
to be made.  An exchange is treated as a sale for  federal  income tax  purposes
and, depending on the circumstances, a capital gain or loss may be realized.


                        ADDITIONAL REDEMPTION INFORMATION

SUSPENSION OF REDEMPTIONS

      The right to redeem the Fund's  shares may be  suspended or payment of the
redemption price postponed (1) when the NYSE is closed,  (2) when trading on the
NYSE is restricted,  (3) when an emergency exists as a result of which it is not
reasonably  practicable  for the  Portfolio to dispose of  securities it owns or
fairly to determine the value of its net assets, or (4) for such other period as
the SEC may by order  permit  for the  protection  of the  Fund's  shareholders.
Applicable  SEC  rules and  regulations  shall  govern  whether  the  conditions
prescribed  in (2) or (3)  exist.  If the  right  of  redemption  is  suspended,
shareholders  may  withdraw  their  offers of  redemption,  or they will receive
payment at the NAV per share in effect at the close of business on the first day
the NYSE is open ("Business Day") after termination of the suspension.

REDEMPTIONS IN KIND

      The Fund  reserves  the  right,  under  certain  conditions,  to honor any
request for redemption  (or a combination of requests from the same  shareholder
in any 90-day  period)  exceeding  $250,000 or 1% of the net assets of the Fund,
whichever is less, by making payment in whole or in part in securities valued as
described in "Share  Prices and Net Asset Value,"  above.  If payment is made in


                                       39
<PAGE>


securities,  an  Institution  generally will incur  brokerage  expenses or other
transaction  costs in converting  those securities into cash and will be subject
to fluctuation in the market prices of those securities until they are sold. The
Fund does not redeem in kind under  normal  circumstances,  but would do so when
the Fund  Trustees  determined  that it was in the best  interests of the Fund's
shareholders as a whole.


                        DIVIDENDS AND OTHER DISTRIBUTIONS

      The Fund distributes to its shareholders substantially all of its share of
any net investment  income (after deducting  expenses  incurred  directly by the
Fund),  any net realized  capital gains, and any net realized gains from foreign
currency  transactions earned or realized by the Portfolio.  The Portfolio's net
investment  income  consists  of all income  accrued on  portfolio  assets  less
accrued  expenses,  but does not include capital and foreign  currency gains and
losses. Net investment income and realized gains and losses are reflected in the
Portfolio's NAV (and,  hence,  the Fund's NAV) until they are  distributed.  The
Fund  calculates its net investment  income and NAV per share as of the close of
regular  trading on the NYSE on each  Business  Day (usually  4:00 p.m.  Eastern
time).

      Dividends from net  investment  income and  distributions  of net realized
capital and foreign currency gains, if any, normally are paid once annually,  in
December.

      Dividends  and  other   distributions  are  automatically   reinvested  in
additional shares of the Fund, unless the Institution  elects to receive them in
cash ("cash  election").  To the extent  dividends and other  distributions  are
subject to federal,  state,  or local income  taxation,  they are taxable to the
shareholders  whether  received in cash or  reinvested  in Fund  shares.  A cash
election  with  respect  to the Fund  remains  in effect  until the  Institution
notifies the Fund in writing to discontinue the election.


                           ADDITIONAL TAX INFORMATION

TAXATION OF THE FUND

      To  continue to qualify for  treatment  as a RIC under the Code,  the Fund
must  distribute to its  shareholders  for each taxable year at least 90% of its
investment  company  taxable  income  (consisting  generally  of net  investment
income, net short-term capital gain, and net gains from certain foreign currency
transactions)  ("Distribution  Requirement")  and must meet  several  additional
requirements. These requirements include the following: (1) the Fund must derive
at least 90% of its gross  income each taxable  year from  dividends,  interest,
payments  with  respect to  securities  loans,  and gains from the sale or other
disposition  of securities  or foreign  currencies,  or other income  (including
gains from  Financial  Instruments)  derived  with  respect to its  business  of
investing in securities or those currencies ("Income  Requirement");  and (2) at
the close of each quarter of the Fund's  taxable  year,  (i) at least 50% of the
value of its total  assets  must be  represented  by cash and cash  items,  U.S.
Government  securities,  securities of other RICs, and other securities limited,
in respect of any one issuer,  to an amount that does not exceed 5% of the value
of the  Fund's  total  assets and that does not  represent  more than 10% of the
issuer's outstanding voting securities,  and (ii) not more than 25% of the value
of its total assets may be invested in  securities  (other than U.S.  Government


                                       40
<PAGE>


securities or securities of other RICs) of any one issuer. If the Fund failed to
qualify for  treatment as a RIC for any taxable  year,  it would be taxed on the
full amount of its taxable income for that year without being able to deduct the
distributions it makes to its shareholders and the shareholders  would treat all
those distributions,  including distributions of net capital gain (the excess of
net long-term capital gain over net short-term capital loss), as dividends (that
is, ordinary income) to the extent of the Fund's earnings and profits.

      Certain  funds that invest in  portfolios  managed by NB  Management  have
received  rulings from the Internal  Revenue Service  ("Service") that each such
fund,  as an investor in its  corresponding  portfolio,  will be deemed to own a
proportionate  share of the  Portfolio's  assets  and  income  for  purposes  of
determining  whether the fund satisfies all the requirements  described above to
qualify as a RIC.  Although  these  rulings may not be relied on as precedent by
the Fund, NB Management  believes that the reasoning  thereof and, hence,  their
conclusion apply to the Fund as well.

      The Fund will be subject to a  nondeductible  4% excise tax ("Excise Tax")
to the  extent  it  fails  to  distribute  by  the  end  of  any  calendar  year
substantially  all of its  ordinary  income for that year and  capital  gain net
income for the one-year  period  ended on October 31 of that year,  plus certain
other amounts.

      See the next section for a discussion of the tax  consequences to the Fund
of  distributions  to it from the  Portfolio,  investments  by the  Portfolio in
certain securities, and hedging transactions engaged in by the Portfolio.

TAXATION OF THE PORTFOLIO

      Certain  portfolios   managed  by  NB  Management,   including  the  other
portfolios  of Managers  Trust,  have  received  rulings from the Service to the
effect  that,  among  other  things,  each such  portfolio  will be treated as a
separate partnership for federal income tax purposes and will not be a "publicly
traded partnership." Although these rulings may not be relied on as precedent by
the Portfolio,  NB Management  believes the reasoning thereof and, hence,  their
conclusion  apply to the  Portfolio as well.  As a result,  the Portfolio is not
subject to federal income tax; instead, each investor in the Portfolio,  such as
the Fund, is required to take into account in determining its federal income tax
liability its share of the Portfolio's income,  gains, losses,  deductions,  and
credits,  without regard to whether it has received any cash  distributions from
the Portfolio.  The Portfolio also is not subject to Delaware or New York income
or franchise tax.

      Because the Fund is deemed to own a proportionate share of the Portfolio's
assets and income for purposes of  determining  whether the Fund  satisfies  the
requirements  to qualify as a RIC, the Portfolio  intends to continue to conduct
its  operations  so that the Fund will be able to  continue to satisfy all those
requirements.

      Distributions  to the  Fund  from the  Portfolio  (whether  pursuant  to a
partial  or  complete  withdrawal  or  otherwise)  will not result in the Fund's
recognition of any gain or loss for federal income tax purposes, except that (1)


                                       41
<PAGE>


gain will be recognized to the extent any cash that is  distributed  exceeds the
Fund's  basis for its interest in the  Portfolio  before the  distribution,  (2)
income or gain will be recognized if the  distribution  is in liquidation of the
Fund's entire interest in the Portfolio and includes a disproportionate share of
any  unrealized  receivables  held  by the  Portfolio,  and  (3)  loss  will  be
recognized  if  a  liquidation  distribution  consists  solely  of  cash  and/or
unrealized  receivables.  The Fund's  basis for its  interest  in the  Portfolio
generally  equals  the  amount  of cash and the basis of any  property  the Fund
invests in the Portfolio,  increased by the Fund's share of the  Portfolio's net
income and capital  gains and  decreased by (1) the amount of cash and the basis
of any property the Portfolio  distributes  to the Fund and (2) the Fund's share
of the Portfolio's losses.

      Dividends and interest  received by the  Portfolio,  and gains realized by
the Portfolio, may be subject to income,  withholding, or other taxes imposed by
foreign countries and U.S.  possessions  ("foreign taxes") that would reduce the
yield and/or  total  return on its  securities.  Tax  treaties  between  certain
countries and the United States may reduce or eliminate foreign taxes,  however,
and many foreign  countries  do not impose taxes on capital  gains in respect of
investments by foreign investors.

      The  Portfolio  may  invest in the stock of  "passive  foreign  investment
companies"   ("PFICs").   A  PFIC  is  any  foreign  corporation  (with  certain
exceptions) that, in general,  meets either of the following tests: (1) at least
75% of its gross  income is  passive  or (2) an  average  of at least 50% of its
assets produce, or are held for the production of, passive income. Under certain
circumstances,  if the  Portfolio  holds stock of a PFIC,  the Fund  (indirectly
through its interest in the Portfolio)  will be subject to federal income tax on
its share of a portion of any "excess distribution" received by the Portfolio on
the  stock  or  of  any  gain  on  the  Portfolio's  disposition  of  the  stock
(collectively,   "PFIC  income"),  plus  interest  thereon,  even  if  the  Fund
distributes  its  share  of  the  PFIC  income  as a  taxable  dividend  to  its
shareholders.  The  balance  of the  Fund's  share  of the PFIC  income  will be
included in its investment company taxable income and, accordingly,  will not be
taxable to it to the extent it distributes that income to its shareholders.

      If the  Portfolio  invests  in a PFIC and  elects  to treat  the PFIC as a
"qualified  electing  fund  ("QEF"),"  then in lieu of the Fund's  incurring the
foregoing tax and interest obligation,  the Fund would be required to include in
income each year its share of the Portfolio's pro rata share of the QEF's annual
ordinary earnings and net capital gain (the excess of net long-term capital gain
over net  short-term  capital  loss) -- which the Fund most likely would have to
distribute to satisfy the  Distribution  Requirement and avoid imposition of the
Excise Tax -- even if the Portfolio did not receive those earnings and gain from
the QEF. In most instances it will be very difficult, if not impossible, to make
this election because of certain requirements thereof.

      A holder of stock in any PFIC may elect to include in ordinary income each
taxable  year the excess,  if any, of the fair market  value of the PFIC's stock
over the  adjusted  basis  therein as of the end of that year.  Pursuant  to the
election, a deduction (as an ordinary,  not capital, loss) also would be allowed
for the excess,  if any, of the holder's  adjusted  basis in PFIC stock over the
fair market value thereof as of the taxable year-end,  but only to the extent of
any net  mark-to-market  gains with respect to that stock included in income for
prior taxable years under the election (and under  regulations  proposed in 1992
that provided a similar  election  with respect to the stock of certain  PFICs).


                                       42
<PAGE>


The  adjusted  basis in each  PFIC's  stock  subject  to the  election  would be
adjusted  to  reflect  the  amounts  of income  included  and  deductions  taken
thereunder.

      The Portfolio's use of hedging  strategies,  such as writing (selling) and
purchasing  options and futures  contracts and entering into forward  contracts,
involves  complex rules that will  determine for income tax purposes the amount,
character,  and timing of  recognition  of the gains and  losses  the  Portfolio
realizes  in  connection  therewith.  Gains  from  the  disposition  of  foreign
currencies  (except  certain gains that may be excluded by future  regulations),
and gains from  Financial  Instruments  derived by the Portfolio with respect to
its business of investing in securities or foreign  currencies,  will qualify as
permissible income for the Fund under the Income Requirement.

      Exchange-traded futures contracts and certain forward contracts subject to
Section 1256 of the Code ("Section 1256 contracts") are required to be marked to
market (that is, treated as having been sold at market value) for federal income
tax purposes at the end of the  Portfolio's  taxable year.  Sixty percent of any
net gain or loss  recognized as a result of these "deemed sales," and 60% of any
net realized gain or loss from any actual sales,  of Section 1256  contracts are
treated  as  long-term  capital  gain or  loss;  the  remainder  is  treated  as
short-term   capital  gain  or  loss.   Section  1256   contracts  also  may  be
marked-to-market  for  purposes  of the Excise  Tax.  These rules may operate to
increase  the amount that a Fund must  distribute  to satisfy  the  Distribution
Requirement,  which will be taxable to the shareholders as ordinary income,  and
to increase the net capital gain recognized by the Fund,  without in either case
increasing  the cash  available to the Fund.  The Portfolio may elect to exclude
certain  transactions from the operation of section 1256,  although doing so may
have the effect of increasing the relative  proportion of net short-term capital
gain (taxable to the Fund's  shareholders as ordinary income when distributed to
them) and/or increasing the amount of dividends that the Fund must distribute to
meet the Distribution Requirement and avoid imposition of the Excise Tax.

      If the Fund has an  "appreciated  financial  position"  --  generally,  an
interest (including an interest through an option,  futures or forward contract,
or short sale) with respect to any stock,  debt instrument (other than "straight
debt"),  or  partnership  interest  the fair market  value of which  exceeds its
adjusted  basis  -- and  enters  into a  "constructive  sale"  of  the  same  or
substantially  similar  property,  the Fund will be  treated  as having  made an
actual sale thereof,  with the result that gain will be recognized at that time.
A constructive sale generally  consists of a short sale, an offsetting  notional
principal contract, or a futures or forward contract entered into by the Fund or
a related person with respect to the same or substantially  similar property. In
addition, if the appreciated financial position is itself a short sale or such a
contract,  acquisition  of the  underlying  property  or  substantially  similar
property  will be deemed a  constructive  sale.  The  foregoing  will not apply,
however,  to any  transaction  during any taxable year that  otherwise  would be
treated as a constructive sale if the transaction is closed within 30 days after
the end of that  year and the Fund  holds  the  appreciated  financial  position
unhedged  for 60 days after that  closing  (I.E.,  at no time during that 60-day
period is the Fund's risk of loss regarding  that position  reduced by reason of
certain specified  transactions with respect to substantially similar or related
property,  such as having an option to sell,  being  contractually  obligated to
sell, making a short sale, or granting an option to buy substantially  identical
stock or securities).


                                       43
<PAGE>


      The  Portfolio  may acquire  zero coupon  securities  or other  securities
issued with original issue discount  ("OID").  As a holder of those  securities,
the  Portfolio  (and,  through  it, the Fund) must take into income the OID that
accrues on the  securities  during the  taxable  year,  even if it  receives  no
corresponding  payment on them during the year.  Because the Fund  annually must
distribute substantially all of its investment company taxable income (including
its  share  of  the  Portfolio's   accrued  OID)  to  satisfy  the  Distribution
Requirement and avoid  imposition of the Excise Tax, the Fund may be required in
a particular year to distribute as a dividend an amount that is greater than its
share  of the  total  amount  of cash the  Portfolio  actually  receives.  Those
distributions  will be made from the  Fund's  (or its share of the  Portfolio's)
cash assets or, if  necessary,  from the  proceeds  of sales of the  Portfolio's
securities.  The Portfolio may realize capital gains or losses from those sales,
which would increase or decrease the Fund's  investment  company  taxable income
and/or net capital gain.

TAXATION OF THE FUND'S SHAREHOLDERS

      If Fund shares are sold at a loss after being held for six months or less,
the loss will be treated as long-term,  instead of  short-term,  capital loss to
the extent of any capital gain distributions received on those shares.


                             PORTFOLIO TRANSACTIONS

      Neuberger Berman acts as the Portfolio's  principal broker in the purchase
and sale of its portfolio  securities  (other than certain  securities traded on
the OTC market).

      During the last three  fiscal  years,  the  Portfolio  paid the  following
brokerage commissions:

                                                 % of all
                                 Brokerage      Commission           % of
                    Total       Commissions     Trades Done       Commissions
 Fiscal Year      Brokerage         Paid          Through           Paid to
    ending       Commissions    to Neuberger     Neuberger         Neuberger
  August 31,        Paid           Berman          Berman           Berman
- -------------   -------------   -------------   -------------    -------------

     1997         $305,640         $232,238         80.59%           75.98%

     1998         $401,601         $296,353         76.50%           73.79%

     1999         $485,0450        $329,666         69.99%           67.97%


      99.97% of the $155,324 paid to other  brokers by the Portfolio  during the
fiscal year ended  August 31, 1999  (representing  commissions  on  transactions
involving  approximately  $97,201,802)  was directed to those brokers because of
research  services they provided.  During the fiscal year ended August 31, 1999,
the   Portfolio   acquired   securities   of  the   following   of  its  Regular
Broker-Dealers:  Goldman,  Sachs & Co. and State Street Bank & Trust Company; at
that date, that Portfolio held the securities of its Regular Broker-Dealers with
an aggregate value as follows:  Goldman, Sachs & Co., $556,256; and State Street
Bank & Trust Company, $8,370,000.

      Portfolio securities may, from time to time, be loaned by the Portfolio to
Neuberger  Berman in accordance with the terms and conditions of an order issued
by the SEC. The order exempts such  transactions from provisions of the 1940 Act


                                       44
<PAGE>

that would otherwise prohibit such transactions,  subject to certain conditions.
In  accordance  with  the  order,  securities  loans  made by the  Portfolio  to
Neuberger Berman are fully secured by cash collateral. The portion of the income
on the cash  collateral  which  may be  shared  with  Neuberger  Berman is to be
determined by reference to concurrent  arrangements between Neuberger Berman and
non-affiliated  lenders  with  which it  engages  in  similar  transactions.  In
addition,  where Neuberger Berman borrows securities from the Portfolio in order
to re-lend them to other Neuberger  Berman  Portfolios,  Neuberger Berman may be
required to pay the  Portfolio,  on a quarterly  basis,  certain of the earnings
that Neuberger  Berman otherwise has derived from the re-lending of the borrowed
securities.  When  Neuberger  Berman  desires  to  borrow  a  security  that the
Portfolio has indicated a willingness to lend, Neuberger Berman must borrow such
security from the Portfolio, rather than from an unaffiliated lender, unless the
unaffiliated lender is willing to lend such security on more favorable terms (as
specified in the order) than the Portfolio.  If, in any month,  the  Portfolio's
expenses  exceed its income in any securities  loan  transaction  with Neuberger
Berman, Neuberger Berman must reimburse the Portfolio for such loss.

      A committee of Independent  Portfolio  Trustees from time to time reviews,
among other things,  information  relating to securities loans by the Portfolio.
The following  information reflects interest income earned by the Portfolio from
the cash  collateralization  of  securities  loans during the fiscal years ended
1998 and 1997. As reflected  below,  Neuberger  Berman received a portion of the
interest income from the cash collateral.

    Fiscal Year ending               Interest          Amount Paid to Neuberger
        August 31,                    Earned                    Berman
- -------------------------   -------------------------  -------------------------
           1997                      $80,484                    $51,639
           1998                      $20,023                    $10,803


      In effecting  securities  transactions,  the Portfolio  generally seeks to
obtain  the best  price and  execution  of  orders.  Commission  rates,  being a
component  of price,  are  considered  along with other  relevant  factors.  The
Portfolio  plans to continue to use  Neuberger  Berman as its  principal  broker
where, in the judgment of NB Management, that firm is able to obtain a price and
execution at least as favorable as other qualified  brokers.  To the Portfolio's
knowledge,  no  affiliate  of the  Portfolio  receives  give-ups  or  reciprocal
business in connection with its securities transactions.

      The use of  Neuberger  Berman as a broker for the  Portfolio is subject to
the  requirements  of  Section  11(a) of the  Securities  Exchange  Act of 1934.
Section 11(a) prohibits members of national securities  exchanges from retaining
compensation  for executing  exchange  transactions  for accounts  which they or
their affiliates manage, except where they have the authorization of the persons
authorized to transact  business for the account and comply with certain  annual
reporting  requirements.   Managers  Trust  and  NB  Management  have  expressly
authorized  Neuberger Berman to retain such  compensation,  and Neuberger Berman
has agreed to comply with the reporting requirements of Section 11(a).


                                       45
<PAGE>


      Under the 1940 Act,  commissions paid by the Portfolio to Neuberger Berman
in connection with a purchase or sale of securities on a securities exchange may
not exceed the usual and customary broker's commission.  Accordingly,  it is the
Portfolio's  policy that the  commissions  paid to Neuberger  Berman must, in NB
Management's  judgment,  be (1) at least as favorable as those  charged by other
brokers having comparable  execution capability and (2) at least as favorable as
commissions   contemporaneously   charged  by  Neuberger  Berman  on  comparable
transactions for its most favored  unaffiliated  customers,  except for accounts
for which Neuberger Berman acts as a clearing broker for another  brokerage firm
and customers of Neuberger  Berman  considered by a majority of the  Independent
Portfolio Trustees not to be comparable to the Portfolio. The Portfolio does not
deem it practicable  and in its best interests to solicit  competitive  bids for
commissions  on  each  transaction   effected  by  Neuberger  Berman.   However,
consideration  regularly is given to information concerning the prevailing level
of  commissions  charged by other  brokers  on  comparable  transactions  during
comparable  periods of time. The 1940 Act generally  prohibits  Neuberger Berman
from acting as principal in the purchase of portfolio  securities  from,  or the
sale of portfolio  securities to, the Portfolio unless an appropriate  exemption
is available.

      A committee of Independent  Portfolio  Trustees from time to time reviews,
among other things, information relating to the commissions charged by Neuberger
Berman to the Portfolio and to its other  customers and  information  concerning
the prevailing level of commissions  charged by other brokers having  comparable
execution  capability.  In addition,  the procedures pursuant to which Neuberger
Berman  effects  brokerage  transactions  for the Portfolio must be reviewed and
approved no less often than annually by a majority of the Independent  Portfolio
Trustees.

      To  ensure  that  accounts  of  all  investment  clients,   including  the
Portfolio,  are  treated  fairly in the event  that  Neuberger  Berman  receives
transaction  instructions  regarding  a  security  for more than one  investment
account at or about the same time, Neuberger Berman may combine orders placed on
behalf of clients,  including advisory accounts in which affiliated persons have
an investment interest,  for the purpose of negotiating brokerage commissions or
obtaining a more favorable price.  Where  appropriate,  securities  purchased or
sold may be  allocated,  in  terms  of  amount,  to a  client  according  to the
proportion  that the  size of the  order  placed  by that  account  bears to the
aggregate size of orders contemporaneously placed by the other accounts, subject
to de minimis  exceptions.  All  participating  accounts will pay or receive the
same price.

      Under  policies  adopted by the Board of  Trustees,  Neuberger  Berman may
enter into agency cross-trades on behalf of the Portfolio. An agency cross-trade
is a securities transaction in which the same broker acts as agent on both sides
of the  trade and the  broker or an  affiliate  has  discretion  over one of the
participating  accounts.  In this  situation,  Neuberger  Berman  would  receive
brokerage  commissions  from both  participants in the trade.  The other account
participating  in an agency  cross-trade with the Portfolio cannot be an account
over which Neuberger Berman  exercises  investment  discretion.  A member of the
Board  of  Trustees  who  is  not  affiliated  with  Neuberger   Berman  reviews
confirmations of each agency cross-trade that the Portfolio participates in.

      The  Portfolio  expects that it will  continue to execute a portion of its
transactions  through  brokers other than Neuberger  Berman.  In selecting those
brokers,  NB  Management  considers  the quality and  reliability  of  brokerage
services,   including   execution   capability,   performance,   and   financial


                                       46
<PAGE>


responsibility,  and may  consider  research  and other  investment  information
provided by those brokers.

      A committee  comprised  of  officers of NB  Management  and  employees  of
Neuberger  Berman who are portfolio  managers of the  Portfolio  and/or Other NB
Funds (collectively, "NB Funds") and some of Neuberger Berman's managed accounts
("Managed  Accounts")  evaluates  semi-annually  the nature  and  quality of the
brokerage  and  research  services  provided  by  other  brokers.  Based on this
evaluation, the committee establishes a list and projected rankings of preferred
brokers  for use in  determining  the  relative  amounts  of  commissions  to be
allocated to those brokers.  Ordinarily,  the brokers on the list effect a large
portion of the brokerage  transactions for the NB Funds and the Managed Accounts
that are not effected by Neuberger Berman.  However,  in any semi-annual period,
brokers  not on the list may be used,  and the  relative  amounts  of  brokerage
commissions  paid to the  brokers  on the list may vary  substantially  from the
projected  rankings.  These  variations  reflect the  following  factors,  among
others:  (1) brokers not on the list or ranking  below other brokers on the list
may be selected for  particular  transactions  because they provide better price
and/or execution,  which is the primary  consideration in allocating  brokerage;
(2)  adjustments  may be required  because of periodic  changes in the execution
capabilities of or research  provided by particular  brokers or in the execution
or  research  needs of the NB Funds  and/or the  Managed  Accounts;  and (3) the
aggregate amount of brokerage  commissions  generated by transactions for the NB
Funds and the Managed  Accounts may change  substantially  from one  semi-annual
period to the next.

      The commissions paid to a broker other than Neuberger Berman may be higher
than the amount  another firm might charge if NB  Management  determines in good
faith that the amount of those  commissions  is  reasonable  in  relation to the
value  of the  brokerage  and  research  services  provided  by the  broker.  NB
Management  believes  that those  research  services  benefit the  Portfolio  by
supplementing  the  information  otherwise  available  to  NB  Management.  That
research may be used by NB Management  in servicing  Other NB Funds and, in some
cases, by Neuberger Berman in servicing the Managed Accounts. On the other hand,
research received by NB Management from brokers effecting portfolio transactions
on behalf of the Other NB Funds and by Neuberger  Berman from brokers  effecting
portfolio  transactions  on behalf of the Managed  Accounts  may be used for the
Portfolio's benefit.

      Janet  W.  Prindle,  a Vice  President  of NB  Management  and a  Managing
Director of  Neuberger  Berman is the person  primarily  responsible  for making
decisions  as to  specific  action to be taken with  respect  to the  investment
portfolio of the  Portfolio.  She has full authority to take action with respect
to portfolio  transactions and may or may not consult with other personnel of NB
Management prior to taking such action. If Ms. Prindle is unavailable to perform
her  responsibilities,  Robert Ladd and/or Ingrid  Saukaitis,  each of whom is a
Vice President of NB Management, will assume responsibility for the Portfolio.

PORTFOLIO TURNOVER

      The Portfolio's  portfolio turnover rate is calculated by dividing (1) the
lesser  of the  cost  of the  securities  purchased  or the  proceeds  from  the
securities sold by the Portfolio  during the fiscal year (other than securities,
including options,  whose maturity or expiration date at the time of acquisition


                                       47
<PAGE>


was one  year or  less)  by (2)  the  month-end  average  of the  value  of such
securities owned by the Portfolio during the fiscal year.


                             REPORTS TO SHAREHOLDERS

      Shareholders  of  the  Fund  receive   unaudited   semi-annual   financial
statements,  as well as year-end financial statements audited by the independent
accountants  for  the  Fund  and  Portfolio.  The  Fund's  statements  show  the
investments  owned by the Portfolio  and the market  values  thereof and provide
other  information  about  the Fund and its  operations,  including  the  Fund's
beneficial interest in the Portfolio.


                ORGANIZATION, CAPITALIZATION AND OTHER MATTERS

THE FUND

      The Fund is a  separate  ongoing  series  of  Equity  Assets,  a  Delaware
business trust organized  pursuant to a Trust Instrument dated as of October 18,
1993.  The Trust is  registered  under the  Investment  Company Act of 1940 as a
diversified,  open-end management investment company, commonly known as a mutual
fund.  Equity  Assets  has six  separate  series.  The Fund  invests  all of net
investable assets in the Portfolio, in each case receiving a beneficial interest
in the Portfolio.  The trustees of the Trust may establish  additional series or
classes of shares without the approval of shareholders. The assets of the series
belong only to that series,  and the liabilities of each series are borne solely
by that series and no other.

      Prior to  December  1,  1999,  the Fund was a series of  Neuberger  Berman
Equity Series.

      DESCRIPTION OF SHARES. The Fund is authorized to issue an unlimited number
of shares of  beneficial  interest  (par value $0.001 per share).  Shares of the
Fund represent equal proportionate  interests in the assets of the Fund only and
have identical voting, dividend, redemption,  liquidation, and other rights. All
shares  issued  are fully  paid and  non-assessable,  and  shareholders  have no
preemptive or other rights to subscribe to any additional shares.

      SHAREHOLDER  MEETINGS.  The  trustees  of the Trust do not  intend to hold
annual  meetings of  shareholders  of the Fund.  The trustees  will call special
meetings of  shareholders  of the Fund only if required under the 1940 Act or in
their  discretion  or upon the written  request of holders of 10% or more of the
outstanding shares of the Fund entitled to vote.

      CERTAIN   PROVISIONS  OF  TRUST   INSTRUMENT.   Under  Delaware  law,  the
shareholders  of the Fund will not be personally  liable for the  obligations of
the Fund; a shareholder is entitled to the same limitation of personal liability
extended  to  shareholders  of a  corporation.  To guard  against  the risk that
Delaware law might not be applied in other states, the Trust Instrument requires
that every written  obligation of the Trust or the Fund contain a statement that
such obligation may be enforced only against the assets of the Trust or Fund and
provides for  indemnification  out of Trust or Fund property of any  shareholder
nevertheless held personally liable for Trust or Fund obligations, respectively.

      OTHER.  Because Fund shares can be bought,  owned and sold only through an
account  with an  Institution,  a client  of an  Institution  may be  unable  to
purchase additional shares and/or may be required to redeem shares (and possibly


                                       48
<PAGE>


incur a tax  liability)  if the  client no longer  has a  relationship  with the
Institution or if the Institution no longer has a contract with NB Management to
perform  services.  Depending on the policies of the  Institution  involved,  an
investor may be able to transfer an account from one Institution to another.

THE PORTFOLIO

      The Portfolio is a separate  operating  series of Equity Managers Trust, a
New York common law trust  organized  as of December  1, 1992.  Equity  Managers
Trust has seven separate Portfolios.  The assets of the Portfolio belong only to
the  Portfolio,  and the  liabilities  of the  Portfolio are borne solely by the
Portfolio and no other.

      FUND INVESTMENTS IN THE PORTFOLIO.  The Fund is a "feeder fund" that seeks
to achieve its  investment  objective  by  investing  all of its net  investable
assets in the Portfolio,  which is a "master fund." The Portfolio, which has the
same  investment  objective,  policies,  and  limitations  as the Fund,  in turn
invests in  securities;  the Fund thus  acquires an  indirect  interest in those
securities.

      The   Fund's   investment   in  the   Portfolio   is  in  the  form  of  a
non-transferable  beneficial  interest.  Members of the  general  public may not
purchase a direct interest in the Portfolio. The Sister Funds that are series of
Neuberger Berman Equity Funds(REGISTERED)  ("Equity Funds") and the other mutual
funds that are series of other trusts invest all of their  respective net assets
in corresponding  Portfolios of Equity Managers Trust. The shares of each series
of Equity Funds are available for purchase by members of the general public. The
Trusts do not sell their shares directly to members of the general public.

      The  Portfolio  may also permit other  investment  companies  and/or other
institutional investors to invest in the Portfolio. All investors will invest in
the  Portfolio  on the  same  terms  and  conditions  as the Fund and will pay a
proportionate  share  of  the  Portfolio's  expenses.  Other  investors  in  the
Portfolio  (including the series of Equity Funds) are not required to sell their
shares at the same  public  offering  price as the Fund,  could have a different
administration  fee and expenses than the Fund,  and (except Equity Funds) might
charge a sales  commission.  Therefore,  Fund  shareholders  may have  different
returns than shareholders in another investment company that invests exclusively
in the Portfolio.  Information  regarding the Funds that invest in the Portfolio
is available from NB Management by calling 800-366-6264.

      The trustees of the Trust  believe that  investment  in the Portfolio by a
series of Equity Funds or by other  potential  investors in addition to the Fund
may enable the  Portfolio  to realize  economies  of scale that could reduce its
operating  expenses,   thereby  producing  higher  returns  and  benefiting  all
shareholders.  However, the Fund's investment in its corresponding Portfolio may
be affected by the actions of other large  investors in the  Portfolio,  if any.
For example, if a large investor in the Portfolio (other than the Fund) redeemed
its interest in the Portfolio,  the Portfolio's  remaining investors  (including
the Fund) might,  as a result,  experience  higher pro rata operating  expenses,
thereby producing lower returns.

      The  Fund may  withdraw  its  entire  investment  from  its  corresponding
Portfolio at any time, if the trustees of the respective Trust determine that it
is in the best  interests  of the Fund and its  shareholders  to do so. The Fund
might withdraw, for example, if there were other investors in the Portfolio with


                                       49
<PAGE>


power to, and who did by a vote of all investors  (including  the Fund),  change
the investment objective,  policies, or limitations of the Portfolio in a manner
not  acceptable  to the trustees of the  respective  Trust.  A withdrawal  could
result in a distribution  in kind of portfolio  securities (as opposed to a cash
distribution) by the Portfolio to the Fund. That distribution  could result in a
less  diversified  portfolio  of  investments  for the  Fund  and  could  affect
adversely the liquidity of the Fund's investment portfolio.  If the Fund decided
to convert those  securities to cash, it usually would incur  brokerage  fees or
other transaction costs. If the Fund withdrew its investment from the Portfolio,
the trustees of the Trust would consider what actions might be taken,  including
the  investment  of all of the Fund's net  investable  assets in another  pooled
investment entity having substantially the same investment objective as the Fund
or the retention by the Fund of its own investment  manager to manage its assets
in accordance with its investment  objective,  policies,  and  limitations.  The
inability of the Fund to find a suitable  replacement  could have a  significant
impact on shareholders.

      INVESTOR  MEETINGS  AND  VOTING.  The  Portfolio  normally  will  not hold
meetings of investors  except as required by the 1940 Act.  Each investor in the
Portfolio  will be entitled to vote in  proportion  to its  relative  beneficial
interest in the Portfolio. On most issues subjected to a vote of investors,  the
Fund will solicit  proxies from its  shareholders  and will vote its interest in
the  Portfolio in proportion  to the votes cast by the Fund's  shareholders.  If
there are other  investors in the Portfolio,  there can be no assurance that any
issue  that  receives a majority  of the votes  cast by Fund  shareholders  will
receive a majority of votes cast by all Portfolio  investors;  indeed,  if other
investors  hold a majority  interest  in the  Portfolio,  they could have voting
control of the Portfolio.

      CERTAIN  PROVISIONS.  Each investor in the Portfolio,  including the Fund,
will be liable for all  obligations  of the Portfolio.  However,  the risk of an
investor  in the  Portfolio  incurring  financial  loss beyond the amount of its
investment on account of such  liability  would be limited to  circumstances  in
which  the  Portfolio  had  inadequate  insurance  and was  unable  to meet  its
obligations  out of its assets.  Upon  liquidation of the  Portfolio,  investors
would be entitled to share pro rata in the net assets of the Portfolio available
for distribution to investors.


                          CUSTODIAN AND TRANSFER AGENT

      The Fund and Portfolio  have selected  State Street Bank and Trust Company
("State Street"),  225 Franklin Street,  Boston, MA 02110 as custodian for their
securities  and cash.  State  Street also serves as the Fund's  transfer  agent,
administering purchases,  redemptions, and transfers of Fund shares with respect
to  Institutions  and the  payment  of  dividends  and  other  distributions  to
Institutions.  All  correspondence  should be mailed to Neuberger  Berman Funds,
Institutional Services, 605 Third Avenue, 2nd Floor, New York, NY 10158-0180. In
addition, State Street serves as transfer agent for the Portfolio.


                             INDEPENDENT ACCOUNTANTS

      The Fund and Portfolio have selected  PricewaterhouseCoopers LLP, One Post
Office Square,  Boston, MA 02109, as the independent  accountants who will audit
their financial statements.


                                       50
<PAGE>


                                  LEGAL COUNSEL

      The Fund and  Portfolio  have  selected  Kirkpatrick  & Lockhart LLP, 1800
Massachusetts  Avenue, N.W., 2nd Floor,  Washington,  D.C. 20036-1800,  as their
legal counsel.


             CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES


      The  following  table  sets forth the name,  address,  and  percentage  of
ownership  of each  person who was known by the Fund to own  beneficially  or of
record 5% or more of the Fund's outstanding shares at October 30, 1999.

                                                                   Percentage of
                                                                    Ownership at
                          NAME AND ADDRESS                      OCTOBER 30, 1999

Neuberger Berman          Neuberger & Berman Management Inc.         86.88%
SOCIALLY RESPONSIVE       Attn:  Emad Hanna
Assets                    605 Third Avenue, 37th Floor
                          New York, NY  10158-0180

                          Fidelity Investments Institutional         12.08%
                          Operations Co. Inc.
                          (FIIOC) as Agent for PEET's Tea
                          Coffee Inc.
                          Savings Retirement Plan #09771
                          100 Magellan Way
                          Covington, KY 41015-1999


                             REGISTRATION STATEMENT

      This SAI and the Prospectus do not contain all the information included in
the Trust's  registration  statement  filed with the SEC under the 1933 Act with
respect to the securities offered by the Prospectus. The registration statement,
including the exhibits filed therewith,  may be examined at the SEC's offices in
Washington, D.C.

      Statements  contained in this SAI and in the Prospectus as to the contents
of any contract or other document referred to are not necessarily  complete.  In
each  instance  where  reference  is made to the copy of any  contract  or other
document filed as an exhibit to the registration statement,  each such statement
is qualified in all respects by such reference.


                                       51
<PAGE>


                              FINANCIAL STATEMENTS

      The following financial  statements and related documents are incorporated
herein by reference from the Annual Report to shareholders  of Neuberger  Berman
Equity Assets for the fiscal year ended August 31, 1999:

      The audited  financial  statements  of the Portfolio and notes thereto for
the fiscal year ended August 31, 1999, and the reports of PricewaterhouseCoopers
LLP, independent accountants,  with respect to such audited financial statements
of the Portfolio.

      Because  the Fund  commenced  operations  in June  1999,  it does not have
audited financial statements.


                                       52
<PAGE>


                                   Appendix A

               RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER

      S&P CORPORATE BOND RATINGS:

      AAA - Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

      AA - Bonds rated AA have a very strong  capacity to pay interest and repay
principal and differ from the higher rated issues only in small degree.

      A -  Bonds  rated A have a  strong  capacity  to pay  interest  and  repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in  circumstances  and  economic  conditions  than bonds in higher rated
categories.

      BBB - Bonds rated BBB are  regarded as having an adequate  capacity to pay
principal  and  interest.  Whereas they  normally  exhibit  adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

      PLUS (+) OR MINUS (-) - The ratings  above may be modified by the addition
of a plus or minus sign to show relative standing within the major categories.

      MOODY'S CORPORATE BOND RATINGS:

      AAA - Bonds rated AAA are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest  payments are protected by a large or an  exceptionally  stable margin,
and principal is secure.  Although the various protective elements are likely to
change,  the  changes  that can be  visualized  are most  unlikely to impair the
fundamentally strong position of the issue.

      AA - Bonds  rated AA are judged to be of high  quality  by all  standards.
Together with the AAA group,  they  comprise  what are generally  known as "high
grade  bonds."  They are rated  lower  than the best  bonds  because  margins of
protection  may not be as  large  as in  AAA-rated  securities,  fluctuation  of
protective elements may be of greater amplitude,  or there may be other elements
present that make the long-term  risks appear  somewhat larger than in AAA-rated
securities.

      A - Bonds rated A possess many  favorable  investment  attributes  and are
considered to be as upper medium grade  obligations.  Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.

      BAA  -  Bonds  which  are  rated  BAA  are   considered  as  medium  grade
obligations;  i.e.,  they are  neither  highly  protected  nor  poorly  secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically


                                      A-1
<PAGE>


unreliable  over  any  great  length  of  time.  These  bonds  lack  outstanding
investment characteristics and in fact have speculative characteristics as well.

      MODIFIERS  - Moody's  may apply  numerical  modifiers  1, 2, and 3 in each
generic rating classification described above. The modifier 1 indicates that the
security ranks in the higher end of its generic rating category;  the modifier 2
indicates  a mid-range  ranking;  and the  modifier 3 indicates  that the issuer
ranks in the lower end of its generic rating category.

      S&P COMMERCIAL PAPER RATINGS:

      A-1 - This highest category  indicates that the degree of safety regarding
timely payment is strong.  Those issues  determined to possess  extremely strong
safety characteristics are denoted with a plus sign (+).

      A-2 - This designation denotes  satisfactory  capacity for timely payment.
However,  the relative degree of safety is not as high as for issues  designated
A-1.

      MOODY'S COMMERCIAL PAPER RATINGS:

      Issuers rated PRIME-1 (or related supporting institutions),  also known as
P-1,  have  a  superior   capacity  for   repayment  of  short-term   promissory
obligations.  PRIME-1  repayment  capacity  will  normally be  evidenced  by the
following characteristics:

      -     Leading market positions in well-established industries.
      -     High rates of return on funds employed.
      -     Conservative  capitalization  structures with moderate reliance on
            debt and ample asset protection.
      -     Broad margins in earnings  coverage of fixed financial charges and
            high internal cash generation.
      -     Well-established  access  to a  range  of  financial  markets  and
            assured sources of alternate liquidity.

      Issuers rated PRIME-2 (or related supporting institutions),  also known as
P-2, have a strong capacity for repayment of short-term promissory  obligations.
This will normally be evidenced by many of the characteristics  cited above, but
to a lesser degree.  Earnings trends and coverage ratios,  while sound,  will be
more  subject  to  variation.   Capitalization   characteristics,   while  still
appropriate,  may be more  affected  by  external  conditions.  Ample  alternate
liquidity is maintained.


                                      A-2

<PAGE>



                         NEUBERGER BERMAN EQUITY ASSETS
                  POST-EFFECTIVE AMENDMENT NO. 16 ON FORM N-1A

                                     PART C

                                OTHER INFORMATION

ITEM 23. EXHIBITS
- -------- --------


                EXHIBIT                 DESCRIPTION
                NUMBER                  -----------
                ------

                (a)   (1)   Certificate of Trust. Incorporated by Reference to
                            Post-Effective Amendment No. 1 to Registrant's
                            Registration Statement, File Nos. 33-82568 and
                            811-8106.

                      (2)   Restated Certificate of Trust. Incorporated by
                            Reference to Post-Effective Amendment No. 13 to
                            Registrant's Registration Statement, File Nos.
                            33-82568 and 811-8106.

                      (3)   Trust Instrument of Neuberger Berman Equity Assets.
                            Incorporated by Reference to Post-Effective
                            Amendment No. 1 to Registrant's Registration
                            Statement, File Nos. 33-82568 and 811-8106.

                      (4)   Schedule A - Current Series of Neuberger Berman
                            Equity Assets. Filed herewith.

                (b)         By-Laws of Neuberger Berman Equity Assets.
                            Incorporated by Reference to Post-Effective
                            Amendment No. 1 to Registrant's Registration
                            Statement, File Nos. 33-82568 and 811-8106.

                (c)   (1)   Trust Instrument of Neuberger Berman Equity Assets,
                            Articles IV, V, and VI. Incorporated by Reference to
                            Post-Effective Amendment No. 1 to Registrant's
                            Registration Statement, File Nos. 33-82568 and
                            811-8106.

                      (2)   By-Laws of Neuberger Berman Equity Assets, Articles
                            V, VI, and VIII. Incorporated by Reference to
                            Post-Effective Amendment No. 1 to Registrant's
                            Registration Statement, File Nos. 33-82568 and
                            811-8106.

                (d)   (1)   (i)   Management Agreement Between Equity Managers
                                  Trust and Neuberger Berman Management Inc.
                                  Incorporated by Reference to Post-Effective
                                  Amendment No. 70 to Registration Statement of
                                  Neuberger Berman Equity Funds, File Nos.
                                  2-11357 and 811-582.

                            (ii)  Schedule A - Series of Neuberger Berman Equity
                                  Managers Trust Currently Subject to the
                                  Management Agreement. Incorporated by
                                  Reference to Post-Effective Amendment No. 11
                                  to Registrant's Registration Statement, File
                                  Nos. 33-82568 and 811-8106.

<PAGE>

                            (iii) Schedule B - Schedule of Compensation Under
                                  the Management Agreement. Incorporated by
                                  Reference to Post-Effective Amendment No. 11
                                  to Registrant's Registration Statement, File
                                  Nos. 33-82568 and 811-8106.

                      (2)   (i)   Sub-Advisory Agreement Between Neuberger
                                  Berman Management Inc. and Neuberger Berman
                                  with Respect to Equity Managers Trust.
                                  Incorporated by Reference to Post-Effective
                                  Amendment No. 70 to Registration Statement of
                                  Neuberger Berman Equity Funds, File Nos.
                                  2-11357 and 811-582.

                            (ii)  Schedule A - Series of Equity Managers Trust
                                  Currently Subject to the Sub-Advisory
                                  Agreement. Incorporated by Reference to
                                  Post-Effective Amendment No. 11 to
                                  Registrant's Registration Statement, File Nos.
                                  33-82568 and 811-8106.

                            (iii) Substitution Agreement Among Neuberger Berman
                                  Management Inc., Equity Managers Trust,
                                  Neuberger Berman, L.P., and Neuberger Berman,
                                  LLC. Incorporated by Reference to Amendment
                                  No. 7 to Registration Statement of Equity
                                  Managers Trust, File No. 811-7910.

                (e)   (1)   (i)   Distribution and Services Agreement Between
                                  Neuberger Berman Equity Assets and Neuberger
                                  Berman Management Inc. Incorporated by
                                  Reference to Post-Effective Amendment No. 9 to
                                  Registrant's Registration Statement, File Nos.
                                  33-82568 and 811-8106.

                            (ii)  Schedule A - Series of Neuberger Berman Equity
                                  Assets Currently Subject to Distribution and
                                  Services Agreement. Filed herewith.

                (f)         Bonus, Profit Sharing or Pension Plans. None.

                (g)   (1)   Custodian Contract Between Neuberger Berman Equity
                            Assets and State Street Bank and Trust Company.
                            Incorporated by Reference to Post-Effective
                            Amendment No. 3 to Registrant's Registration
                            Statement, File Nos. 33-82568 and 811-8106.

                      (2)   Schedule of Compensation under the Custodian
                            Contract. Incorporated by Reference to
                            Post-Effective Amendment No. 4 to Registrant's
                            Registration Statement, File Nos. 33-82568 and
                            811-8106.

                (h)   (1)   (i)   Transfer Agency Agreement Between Neuberger
                                  Berman Equity Assets and State Street Bank and
                                  Trust Company. Incorporated by Reference to
                                  Post-Effective Amendment No. 3 to Registrant's
                                  Registration Statement, File Nos. 33-82568 and
                                  811-8106.

<PAGE>

                            (ii)  First Amendment to the Transfer Agency
                                  Agreement Between Neuberger Berman Equity
                                  Assets and State Street Bank and Trust
                                  Company. Incorporated by Reference to
                                  Post-Effective Amendment No. 9 to Registrant's
                                  Registration Statement, File Nos. 33-82568 and
                                  811-8106.

                            (iii) Schedule of Compensation under the Transfer
                                  Agency Agreement. Incorporated by Reference to
                                  Post-Effective Amendment No. 4 to Registrant's
                                  Registration Statement, File Nos. 33-82568 and
                                  811-8106.

                      (2)   (i)   Administration Agreement Between Neuberger
                                  Berman Equity Assets and Neuberger Berman
                                  Management Inc. Incorporated by Reference to
                                  Post-Effective Amendment No. 9 to Registrant's
                                  Registration Statement, File Nos. 33-82568 and
                                  811-8106.

                            (ii)  Schedule A - Series of Neuberger Berman Equity
                                  Assets Currently Subject to the Administration
                                  Agreement. Filed herewith.

                            (iii) Schedule B - Schedule of Compensation Under
                                  the Administration Agreement. Filed herewith.

                (i)   (a)         Opinion and Consent of Kirkpatrick & Lockhart
                                  LLP on Securities Matters with Respect to
                                  Neuberger Berman Focus Assets, Neuberger
                                  Berman Guardian Assets, Neuberger Berman
                                  Manhattan Assets, and Neuberger Berman
                                  Partners Assets. Incorporated by Reference to
                                  Post- Effective Amendment No. 3 to
                                  Registrant's Registration Statement, File Nos.
                                  33-82568 and 811-8106.

                      (b)         Opinion and Consent of Kirkpatrick & Lockhart
                                  LLP on Securities Matters with Respect to
                                  Neuberger Berman Genesis Assets. Incorporated
                                  by Reference to Post-Effective Amendment No. 9
                                  to Registrant's Registration Statement, File
                                  Nos. 33-82568 and 811-8106.

                      (c)         Opinion and Consent of Kirkpatrick & Lockhart
                                  LLP on Securities Matters with Respect to
                                  Neuberger Berman Socially Responsive Assets.
                                  Incorporated by Reference to Post-Effective
                                  Amendment No. 1 to the Registration Statement
                                  of Neuberger Berman Equity Series, File Nos.
                                  33-82568 and 811-8106.

                      (d)         Consent of Kirkpatrick & Lockhart LLP to use
                                  Previously Filed Opinions and Consents on
                                  Securities Matters. Filed herewith.

                (j)         Consent of Independent Auditors. Filed herewith.

                (k)         Financial Statements Omitted from Prospectus. None.

                (l)         Letter of Investment Intent. None.

<PAGE>

                (m)   (a)   Plan Pursuant to Rule 12b-1. Incorporated by
                            Reference to Post-Effective Amendment No. 9 to
                            Registrant's Registration Statement, File Nos.
                            33-82568 and 811-8106.

                      (b)   Schedule A - Series of Neuberger Berman Equity
                            Assets Currently Subject to Plan Pursuant to Rule
                            12b-1. Filed herewith.

                (n)         Financial Data Schedule. Not Applicable.

                (o)         Plan Pursuant to Rule 18f-3. None.

ITEM 24.          PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
- --------          --------------------------------------------------------------

                  No person is  controlled  by or under common  control with the
Registrant.


ITEM 25.          INDEMNIFICATION.
- --------          ----------------

                  A  Delaware  business  trust  may  provide  in  its  governing
instrument for indemnification of its officers and trustees from and against any
and all  claims  and  demands  whatsoever.  Article  IX,  Section 2 of the Trust
Instrument  provides that the Registrant  shall  indemnify any present or former
trustee,  officer, employee or agent of the Registrant ("Covered Person") to the
fullest extent  permitted by law against  liability and all expenses  reasonably
incurred or paid by him or her in  connection  with any claim,  action,  suit or
proceeding  ("Action")  in  which  he or she  becomes  involved  as a  party  or
otherwise  by virtue of his or her being or  having  been a Covered  Person  and
against  amounts  paid  or  incurred  by  him  or  her  in  settlement  thereof.
Indemnification  will not be provided  to a person  adjudged by a court or other
body to be liable to the  Registrant or its  shareholders  by reason of "willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his or her office" ("Disabling  Conduct"),  or not to
have acted in good faith in the reasonable  belief that his or her action was in
the  best  interest  of  the  Registrant.  In  the  event  of a  settlement,  no
indemnification  may be provided unless there has been a determination  that the
officer or trustee did not engage in Disabling Conduct (i) by the court or other
body approving the settlement; (ii) by at least a majority of those trustees who
are  neither  interested  persons,  as that term is  defined  in the  Investment
Company Act of 1940 ("1940 Act"),  of the Registrant  ("Independent  Trustees"),
nor are parties to the matter based upon a review of readily available facts; or
(iii) by written  opinion of  independent  legal  counsel based upon a review of
readily available facts.

                  Pursuant to Article IX, Section 3 of the Trust Instrument,  if
any present or former  shareholder  of any series  ("Series") of the  Registrant
shall be held  personally  liable solely by reason of his or her being or having
been a  shareholder  and not because of his or her acts or omissions or for some
other reason, the present or former shareholder (or his or her heirs, executors,
administrators or other legal  representatives or in the case of any entity, its
general  successor)  shall  be  entitled  out of  the  assets  belonging  to the
applicable Series to be held harmless from and indemnified  against all loss and
expense arising from such liability.  The Registrant,  on behalf of the affected
Series, shall, upon request by such shareholder, assume the defense of any claim
made  against  such  shareholder  for any act or  obligation  of the  Series and
satisfy any judgment thereon from the assets of the Series.

                  Section 9 of the Management  Agreement between Equity Managers
Trust ("Managers  Trust") and Neuberger Berman Management Inc. ("NB Management")
provides that neither NB Management nor any director,  officer or employee of NB
Management performing services for the series of Managers Trust at the direction
or request of NB Management in connection with NB Management's  discharge of its
obligations  under the  Agreement  shall be liable for any error of  judgment or
mistake  of law or for any loss  suffered  by a series  in  connection  with any
matter to which the Agreement relates;  provided,  that nothing in the Agreement

<PAGE>

shall be  construed  (i) to protect  NB  Management  against  any  liability  to
Managers  Trust  or any  series  thereof  or its  interest  holders  to which NB
Management  would  otherwise  be subject by reason of willful  misfeasance,  bad
faith, or gross negligence in the performance of NB Management's  duties,  or by
reason of NB Management's reckless disregard of its obligations and duties under
the  Agreement,  or (ii) to protect  any  director,  officer or  employee  of NB
Management  who is or was a trustee or officer of  Managers  Trust  against  any
liability to Managers  Trust or any series  thereof or its  interest  holders to
which such person would  otherwise be subject by reason of willful  misfeasance,
bad faith,  gross negligence or reckless disregard of the duties involved in the
conduct of such person's office with Managers Trust.

                  Section 1 of the Sub-Advisory  Agreement between NB Management
and Neuberger  Berman,  LLC ("Neuberger  Berman") with respect to Managers Trust
provides  that in the  absence  of  willful  misfeasance,  bad  faith  or  gross
negligence in the  performance  of its duties,  or of reckless  disregard of its
duties and obligations under the Agreement, Neuberger Berman will not be subject
to  liability  for any act or  omission  or any loss  suffered  by any series of
Managers Trust or its interest  holders in connection  with the matters to which
the Agreement relates.

                  Section  8  of  the   Administration   Agreement  between  the
Registrant and NB Management  provides that NB Management shall look only to the
assets of each Series for  performance  of the  Agreement by the  Registrant  on
behalf of such  Series,  and neither the  Shareholders  of the  Registrant,  its
Trustees nor any of the  Registrant's  officers,  employees  or agents,  whether
past,  present or future shall be personally  liable therefor.  Section 9 of the
Agreement  provides that each Series shall  indemnify NB Management  and hold it
harmless from and against any and all losses,  damages and  expenses,  including
reasonable  attorneys' fees and expenses,  incurred by NB Management that result
from:  (i)  any  claim,  action,  suit  or  proceeding  in  connection  with  NB
Management's  entry into or  performance  of the Agreement  with respect to such
Series;  or (ii) any action taken or omission to act  committed by NB Management
in the performance of its  obligations  under the Agreement with respect to such
Series; or (iii) any action of NB Management upon instructions  believed in good
faith by it to have been executed by a duly authorized officer or representative
of the  Registrant  with respect to such Series;  provided,  that NB  Management
shall not be entitled to such indemnification in respect of actions or omissions
constituting  negligence  or  misconduct  on the part of NB  Management,  or its
employees,  agents or contractors.  Section 10 of the Agreement provides that NB
Management shall indemnify each Series and hold it harmless from and against any
and all losses,  damages and expenses,  including reasonable attorneys' fees and
expenses, incurred by such Series which result from: (i) NB Management's failure
to comply with the terms of the Agreement  with respect to such Series;  or (ii)
NB  Management's  lack of good faith in  performing  its  obligations  under the
Agreement with respect to such Series;  or (iii) the negligence or misconduct of
NB Management,  or its employees,  agents or contractors in connection  with the
Agreement  with respect to such  Series.  A Series shall not be entitled to such
indemnification  in respect of actions or omissions  constituting  negligence or
misconduct on the part of that Series or its  employees,  agents or  contractors
other than NB Management,  unless such negligence or misconduct  results from or
is  accompanied  by negligence or misconduct on the part of NB  Management,  any
affiliated  person of NB Management,  or any affiliated  person of an affiliated
person of NB Management.

                  Section  11  of  the   Distribution   Agreement   between  the
Registrant and NB Management  provides that NB Management shall look only to the
assets of a Series for the  Registrant's  performance  of the  Agreement  by the
Registrant on behalf of such Series, and neither the Shareholders,  the Trustees
nor any of the Registrant's officers, employees or agents, whether past, present
or future, shall be personally liable therefor.

                  Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933 ("1933 Act") may be permitted to trustees,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission,  such  indemnification  is against  public  policy as
expressed in the 1933 Act and is, therefore,  unenforceable. In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is asserted by such trustee,  officer or  controlling  person,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction

<PAGE>

the question  whether such  indemnification  by it is against  public  policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.


ITEM 26.          BUSINESS AND OTHER CONNECTIONS OF ADVISER AND SUB-ADVISER.
- --------          ----------------------------------------------------------

         There  is  set  forth  below  information  as to  any  other  business,
profession,  vocation  or  employment  of a  substantial  nature  in which  each
director or officer of NB Management and each principal of Neuberger  Berman is,
or at any time  during the past two years has been,  engaged  for his or her own
account or in the capacity of director, officer, employee, partner or trustee.

NAME                                  BUSINESS AND OTHER CONNECTIONS
- ----                                  ------------------------------

Philip Ambrosio                       Senior Vice President and Chief Financial
Senior Vice President and Chief       Officer, Neuberger Berman Inc.
Financial Officer, Neuberger Berman

Brooke A. Cobb                        Chief Investment Officer, Bainco
Vice President,                       International Investors.  Senior Vice
NB Management                         President and Senior Portfolio Manager,
                                      Putnam Investments.1

Barbara DiGiorgio,                    Assistant Treasurer, Neuberger Berman
Assistant Vice President,             Advisers Management Trust; Assistant
NB Management                         Treasurer, Advisers Managers Trust;
                                      Assistant Treasurer, Neuberger Berman
                                      Income Funds; Assistant Treasurer,
                                      Neuberger Berman Income Trust; Assistant
                                      Treasurer, Neuberger Berman Equity Funds;
                                      Assistant Treasurer, Neuberger Berman
                                      Equity Trust; Assistant Treasurer, Income
                                      Managers Trust; Assistant Treasurer,
                                      Equity Managers Trust; Assistant
                                      Treasurer, Global Managers Trust;
                                      Assistant Treasurer, Neuberger Berman
                                      Equity Assets; Assistant Treasurer,
                                      Neuberger Berman Equity Series.

Theodore P. Giuliano                  President and Trustee, Neuberger Berman
Vice President, NB Management;        Income Funds; President and Trustee,
Managing Director, Neuberger Berman   Neuberger Berman Income Trust; President
                                      and Trustee, Income Managers Trust.

Michael M. Kassen                     Executive Vice President, Chief Investment
Executive Vice President,             Officer and Director, Neuberger Berman
Neuberger Berman                      Inc.

Jeffrey B. Lane                       President, Chief Executive Officer and
President and Chief Executive         Director of Neuberger Berman, Inc.
Officer, Neuberger Berman

- ---------------
1 Until 1997.

<PAGE>

NAME                                  BUSINESS AND OTHER CONNECTIONS
- ----                                  ------------------------------

Michael F. Malouf                     Portfolio Manager, Dresdner RCM Global
Vice President                        Investors.2
NB Management

Robert Matza                          Executive Vice President, Chief
Executive Vice President and Chief    Administrative Officer and Director,
Administrative Officer, Neuberger     Neuberger Berman, Inc.
Berman

S. Basu Mullick                       Portfolio Manager, Ark Asset Management.3
Vice President,
NB Management

C. Carl Randolph                      Secretary and General Counsel, Neuberger
Senior Vice President, General        Berman, Inc. Assistant Secretary,
Counsel and Secretary,                Neuberger Berman Advisers Management
Neuberger Berman                      Trust; Assistant Secretary, Advisers
                                      Managers Trust; Assistant Secretary,
                                      Neuberger Berman Income Funds; Assistant
                                      Secretary, Neuberger Berman Income Trust;
                                      Assistant Secretary, Neuberger Berman
                                      Equity Funds; Assistant Secretary,
                                      Neuberger Berman Equity Trust; Assistant
                                      Secretary, Income Managers Trust;
                                      Assistant Secretary, Equity Managers
                                      Trust; Assistant Secretary, Global
                                      Managers Trust; Assistant Secretary,
                                      Neuberger Berman Equity Assets; Assistant
                                      Secretary, Neuberger Berman Equity Series.

Richard Russell                       Treasurer, Neuberger Berman Advisers
Vice President,                       Management Trust; Treasurer, Advisers
NB Management                         Managers Trust; Treasurer, Neuberger
                                      Berman Income Funds; Treasurer, Neuberger
                                      Berman Income Trust; Treasurer, Neuberger
                                      Berman Equity Funds; Treasurer, Neuberger
                                      Berman Equity Trust; Treasurer, Income
                                      Managers Trust; Treasurer, Equity Managers
                                      Trust; Treasurer, Global Managers Trust;
                                      Treasurer, Neuberger Berman Equity Assets;
                                      Treasurer, Neuberger Berman Equity Series.

Ingrid Saukaitis                      Project Director, Council on Economic
Vice President, NB Management         Priorities.4

Heidi L. Schneider                    Executive Vice President and Director,
Executive Vice President, Neuberger   Neuberger Berman, Inc.
Berman

- ---------------
2 Until 1998.
3 Until 1998.
4 Until 1997.

<PAGE>

NAME                                  BUSINESS AND OTHER CONNECTIONS
- ----                                  ------------------------------

Benjamin E. Segal                     Assistant Portfolio Manager, GT Global
Vice President, NB Management,        Investment Management*/; Consultant, Bain
Managing Director, Neuberger Berman   & Company, Inc.**/

Jennifer K. Silver                    Portfolio Manager and Director, Putnum
Vice President, NB Management,        Investments.5
Managing Director, Neuberger Berman

Daniel J. Sullivan                    Vice President, Neuberger Berman Advisers
Senior Vice President,                Management Trust; Vice President, Advisers
NB Management                         Managers Trust; Vice President, Neuberger
                                      Berman Income Funds; Vice President,
                                      Neuberger Berman Income Trust; Vice
                                      President, Neuberger Berman Equity Funds;
                                      Vice President, Neuberger Berman Equity
                                      Trust; Vice President, Income Managers
                                      Trust; Vice President, Equity Managers
                                      Trust; Vice President, Global Managers
                                      Trust; Vice President, Neuberger Berman
                                      Equity Assets; Vice President, Neuberger
                                      Berman Equity Series.

Peter E. Sundman                      Executive Vice President and Director,
President, NB Management; Executive   Neuberger Berman Inc.
Vice President, Neuberger Berman

Michael J. Weiner                     Vice President, Neuberger Berman Advisers
Senior Vice President,                Management Trust; Vice President, Advisers
NB Management; Senior Vice            Managers Trust; Vice President, Neuberger
President, Neuberger Berman           Berman Income Funds; Vice President,
                                      Neuberger Berman Income Trust; Vice
                                      President, Neuberger Berman Equity Funds;
                                      Vice President, Neuberger Berman Equity
                                      Trust; Vice President, Income Managers
                                      Trust; Vice President, Equity Managers
                                      Trust; Vice President, Global Managers
                                      Trust; Vice President, Neuberger Berman
                                      Equity Assets; Vice President, Neuberger
                                      Berman Equity Series.

- ---------------
* Until 1997.
**Until 1997.
5 Until 1997.

<PAGE>

NAME                                  BUSINESS AND OTHER CONNECTIONS
- ----                                  ------------------------------

Allan R. White, III                   Portfolio Manager, Salomon Asset
Vice President, NB                    Management.6
Management; Managing  Director,
Neuberger Berman

Celeste Wischerth,                    Assistant Treasurer, Neuberger Berman
NB Management                         Advisers Management Trust; Assistant
                                      Treasurer, Advisers Managers Trust;
                                      Assistant Treasurer, Neuberger Berman
                                      Income Funds; Assistant Treasurer,
                                      Neuberger Berman Income Trust; Assistant
                                      Treasurer, Neuberger Berman Equity Funds;
                                      Assistant Treasurer, Neuberger Berman
                                      Equity Trust; Assistant Treasurer, Income
                                      Managers Trust; Assistant Treasurer,
                                      Equity Managers Trust; Assistant
                                      Treasurer, Global Managers Trust;
                                      Assistant Treasurer, Neuberger Berman
                                      Equity Assets; Assistant Treasurer,
                                      Neuberger Berman Equity Series.

         The principal address of NB Management,  Neuberger Berman,  and of each
of the investment companies named above, is 605 Third Avenue, New York, New York
10158.

         The principal address of NB Management,  Neuberger Berman,  and of each
of the investment companies named above, is 605 Third Avenue, New York, New York
10158.

ITEM 27.          PRINCIPAL UNDERWRITERS.
- --------          -----------------------

         (a)      NB   Management,   the  principal   underwriter   distributing
securities of the Registrant,  is also the principal underwriter and distributor
for each of the following investment companies:

                  Neuberger Berman Advisers Management Trust
                  Neuberger Berman Equity Funds
                  Neuberger Berman Equity Series
                  Neuberger Berman Equity Trust
                  Neuberger Berman Income Funds
                  Neuberger Berman Income Trust

                  NB  Management  is also the  investment  manager to the master
funds in which the above-named investment companies invest.

         (b)      Set forth below is  information  concerning  the directors and
officers of the  Registrant's  principal  underwriter.  The  principal  business
address of each of the persons  listed is 605 Third Avenue,  New York,  New York
10158-0180, which is also the address of the Registrant's principal underwriter.

- ---------------
6 Until 1998.

<PAGE>

NAME                     POSITIONS AND OFFICES           POSITIONS AND OFFICES
- ----                     WITH UNDERWRITER                WITH REGISTRANT
                         ----------------                ---------------

Ramesh Babu              Vice President                  None

Richard A. Cantor        Chairman of the Board           None

Valerie Chang            Vice President                  None

Brooke A. Cobb           Vice President                  None

Robert Conti             Treasurer                       None

Robert W. D'Alelio       Vice President                  None

Clara Del Villar         Vice President                  None

Barbara DiGiorgio        Assistant Vice President        Assistant Treasurer

Robert S. Franklin       Vice President                  None

Robert I. Gendelman      Vice President                  None

Theodore P. Giuliano     Vice President and Director     None

Michael M. Kassen        Vice President and Director     None

Robert L. Ladd           Vice President                  None

Josephine Mahaney        Vice President                  None

Michael F. Malouf        Vice President                  None

Ellen Metzger            Secretary                       None

S. Basu Mullick          Vice President                  None

Janet W. Prindle         Vice President                  None

Kevin L. Risen           Vice President                  None

Ingrid Saukaitis         Vice President                  None

Benjamin Segal           Vice President                  None

Jennifer K. Silver       Vice President                  None

Kent C. Simons           Vice President                  None

Daniel J. Sullivan       Senior Vice President           Vice President

Peter E. Sundman         President                       None

Judith M. Vale           Vice President                  None

Josephine Velez          Vice President                  None

Catherine Waterworth     Vice President                  None

Michael J. Weiner        Senior Vice President           Vice President and
                                                         Principal Financial
                                                         Officer

Allan R. White, III      Vice President                  None

         (c)      No commissions or other compensation were received directly or
indirectly  from the  Registrant  by any  principal  underwriter  who was not an
affiliated person of the Registrant.

                                      C-1

<PAGE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
- -------- ---------------------------------

                  All  accounts,  books  and  other  documents  required  to  be
maintained  by  Section  31(a)  of the  1940  Act,  as  amended,  and the  rules
promulgated  thereunder  with respect to the  Registrant  are  maintained at the
offices of State Street Bank and Trust  Company,  225 Franklin  Street,  Boston,
Massachusetts  02110,  except for the Registrant's Trust Instrument and By-Laws,
minutes of  meetings  of the  Registrant's  Trustees  and  shareholders  and the
Registrant's policies and contracts,  which are maintained at the offices of the
Registrant, 605 Third Avenue, New York, New York 10158.

                  All  accounts,  books  and  other  documents  required  to  be
maintained  by  Section  31(a)  of the  1940  Act,  as  amended,  and the  rules
promulgated  thereunder  with respect to Equity Managers Trust are maintained at
the offices of State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, except for the Equity Managers Trust's Declaration of Trust
and  By-laws,  minutes of  meetings  of Equity  Managers  Trust's  Trustees  and
interest holders and Equity Managers  Trust's policies and contracts,  which are
maintained at the offices of the Equity  Managers Trust,  605 Third Avenue,  New
York, New York 10158.


ITEM 29. MANAGEMENT SERVICES
- -------- -------------------

                  Other   than  as  set   forth   in  Parts  A  and  B  of  this
Post-Effective   Amendment,   the   Registrant   is   not   a   party   to   any
management-related service contract.


ITEM 30. UNDERTAKINGS
- -------- ------------

                  None.


<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment  Company Act of 1940, the Registrant,  NEUBERGER BERMAN EQUITY ASSETS
certifies  that it  meets  all of the  requirements  for  effectiveness  of this
Post-Effective  Amendment  No. to its  Registration  Statement  pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this  Post-Effective
Amendment 16 to its Registration  Statement to be  signed  on its  behalf by the
undersigned,  thereto duly authorized,  in the City and State of New York on the
30th day of November, 1999.

                                         NEUBERGER BERMAN EQUITY ASSETS


                                      By:/s/ Michael M. Kassen
                                         ---------------------
                                         Michael M. Kassen
                                         President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective  Amendment No. 16 has been signed below by the following  persons
in the capacities and on the date indicated.

SIGNATURE                    TITLE                          DATE
- ---------                    -----                          ----

/s/ Peter E. Sundman         Chairman of the Board          11/30/99
- ------------------------       and Trustee (Chief
Peter E. Sundman               Executive Officer)


/s/ Michael M. Kassen        President and Trustee          11/30/99
- ------------------------
/s/ Michael M. Kassen


/s/ Michael J. Weiner         Vice President                11/30/99
- ------------------------        (Principal Financial
Michael J. Weiner               Officer)


/s/ Richard Russell           Treasurer (Principal          11/30/99
- ------------------------        Accounting Officer)
Richard Russell

                       (signatures continued on next page)

<PAGE>

SIGNATURE                    TITLE                          DATE
- ---------                    -----                          ----


/s/ Faith Colish              Trustee                       11/30/99
- ------------------------
Faith Colish


/s/ Howard A. Mileaf          Trustee                       11/30/99
- ------------------------
Howard A. Mileaf


/s/ Edward I. O'Brien         Trustee                       11/30/99
- ------------------------
Edward I. O'Brien


John T. Patterson, Jr.        Trustee                       11/30/99
- ------------------------
John T. Patterson, Jr.


/s/ John P. Rosenthal         Trustee                       11/30/99
- ------------------------
John P. Rosenthal


/s/ Cornelius T. Ryan         Trustee                       11/30/99
- ------------------------
Cornelius T. Ryan


/s/ Gustave H. Shubert        Trustee                       11/30/99
- ------------------------
Gustave H. Shubert


<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment  Company Act of 1940,  EQUITY  MANAGERS TRUST certifies that it meets
all of the requirements for effectiveness of Post-Effective  Amendment No. 16 to
the Registration  Statement  pursuant to Rule 485(b) under the Securities Act of
1933 and has duly  caused  this  Post-Effective  Amendment  to the  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized, in the City and State of New York on the 30th day of November, 1999.

                                      EQUITY MANAGERS TRUST


                                      By:   /s/ Michael M. Kassen
                                            ---------------------
                                            Michael M. Kassen
                                            President

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Post-Effective  Amendment No. 16 has been signed below by the following  persons
in the capacities and on the date indicated.

SIGNATURE                          TITLE                         DATE
- ---------                          -----                         ----


/s/ Peter E. Sundman               Chairman of the Board         11/30/99
- ------------------------             and Trustee (Chief
Peter E. Sundman                     Executive Officer)


/s/ Michael M. Kassen              President and Trustee         11/30/99
- ------------------------
Michael M. Kassen


/s/ Michael J. Weiner              Vice President                11/30/99
- ------------------------             (Principal Financial
Michael J. Weiner                    Officer)


/s/ Richard Russell                Treasurer (Principal          11/30/99
- ------------------------             Accounting Officer)
Richard Russell


                      (signatures continued on next page)

<PAGE>

SIGNATURE                          TITLE                         DATE
- ---------                          -----                         ----

/s/ Faith Colish                   Trustee                       11/30/99
- ------------------------
Faith Colish


/s/ Howard A. Mileaf               Trustee                       11/30/99
- ------------------------
Howard A. Mileaf


/s/ Edward I. O'Brien              Trustee                       11/30/99
- ------------------------
Edward I. O'Brien


/s/ John T. Patterson, Jr.         Trustee                       11/30/99
- ------------------------
John T. Patterson, Jr.


/s/ John P. Rosenthal              Trustee                       11/30/99
- ------------------------
John P. Rosenthal


/s/ Cornelius T. Ryan              Trustee                       11/30/99
- ------------------------
Cornelius T. Ryan


/s/ Gustave H. Shubert             Trustee                       11/30/99
- ------------------------
Gustave H. Shubert


<PAGE>



                         NEUBERGER BERMAN EQUITY ASSETS

                  POST-EFFECTIVE AMENDMENT NO. 16 ON FORM N-1A

                                INDEX TO EXHIBITS

                EXHIBIT                 DESCRIPTION
                NUMBER                  -----------
                ------

                (a)   (1)   Certificate of Trust. Incorporated by Reference to
                            Post-Effective Amendment No. 1 to Registrant's
                            Registration Statement, File Nos. 33-82568 and
                            811-8106.

                      (2)   Restated Certificate of Trust. Incorporated by
                            Reference to Post-Effective Amendment No. 13 to
                            Registrant's Registration Statement, File Nos.
                            33-82568 and 811-8106.

                      (3)   Trust Instrument of Neuberger Berman Equity Assets.
                            Incorporated by Reference to Post-Effective
                            Amendment No. 1 to Registrant's Registration
                            Statement, File Nos. 33-82568 and 811-8106.

                      (4)   Schedule A - Current Series of Neuberger Berman
                            Equity Assets. Filed herewith.

                (b)         By-Laws of Neuberger Berman Equity Assets.
                            Incorporated by Reference to Post-Effective
                            Amendment No. 1 to Registrant's Registration
                            Statement, File Nos. 33-82568 and 811-8106.

                (c)   (1)   Trust Instrument of Neuberger Berman Equity Assets,
                            Articles IV, V, and VI. Incorporated by Reference to
                            Post-Effective Amendment No. 1 to Registrant's
                            Registration Statement, File Nos. 33-82568 and
                            811-8106.

                      (2)   By-Laws of Neuberger Berman Equity Assets, Articles
                            V, VI, and VIII. Incorporated by Reference to
                            Post-Effective Amendment No. 1 to Registrant's
                            Registration Statement, File Nos. 33-82568 and
                            811-8106.

                (d)   (1)   (i)   Management Agreement Between Equity Managers
                                  Trust and Neuberger Berman Management Inc.
                                  Incorporated by Reference to Post-Effective
                                  Amendment No. 70 to Registration Statement of
                                  Neuberger Berman Equity Funds, File Nos.
                                  2-11357 and 811-582.

                            (ii)  Schedule A - Series of Neuberger Berman Equity
                                  Managers Trust Currently Subject to the
                                  Management Agreement. Incorporated by
                                  Reference to Post-Effective Amendment No. 11
                                  to Registrant's Registration Statement, File
                                  Nos. 33-82568 and 811-8106.

                            (iii) Schedule B - Schedule of Compensation Under
                                  the Management Agreement. Incorporated by
                                  Reference to Post-Effective Amendment No. 11
                                  to Registrant's Registration Statement, File
                                  Nos. 33-82568 and 811-8106.

<PAGE>

                      (2)   (i)   Sub-Advisory Agreement Between Neuberger
                                  Berman Management Inc. and Neuberger Berman
                                  with Respect to Equity Managers Trust.
                                  Incorporated by Reference to Post-Effective
                                  Amendment No. 70 to Registration Statement of
                                  Neuberger Berman Equity Funds, File Nos.
                                  2-11357 and 811-582.

                            (ii)  Schedule A - Series of Equity Managers Trust
                                  Currently Subject to the Sub-Advisory
                                  Agreement. Incorporated by Reference to
                                  Post-Effective Amendment No. 11 to
                                  Registrant's Registration Statement, File Nos.
                                  33-82568 and 811-8106.

                            (iii) Substitution Agreement Among Neuberger Berman
                                  Management Inc., Equity Managers Trust,
                                  Neuberger Berman, L.P., and Neuberger Berman,
                                  LLC. Incorporated by Reference to Amendment
                                  No. 7 to Registration Statement of Equity
                                  Managers Trust, File No. 811-7910.

                (e)   (1)   (i)   Distribution and Services Agreement Between
                                  Neuberger Berman Equity Assets and Neuberger
                                  Berman Management Inc. with Respect to Other
                                  Series. Incorporated by Reference to
                                  Post-Effective Amendment No. 9 to Registrant's
                                  Registration Statement, File Nos. 33-82568 and
                                  811-8106.

                            (ii)  Schedule A - Series of Neuberger Berman Equity
                                  Assets Currently Subject to Distribution and
                                  Services Agreement. Filed herewith

                (f)         Bonus, Profit Sharing or Pension Plans. None.

                (g)   (1)   Custodian Contract Between Neuberger Berman Equity
                            Assets and State Street Bank and Trust Company.
                            Incorporated by Reference to Post-Effective
                            Amendment No. 3 to Registrant's Registration
                            Statement, File Nos. 33-82568 and 811-8106.

                      (2)   Schedule of Compensation under the Custodian
                            Contract. Incorporated by Reference to
                            Post-Effective Amendment No. 4 to Registrant's
                            Registration Statement, File Nos. 33-82568 and
                            811-8106.

                (h)   (1)   (i)   Transfer Agency Agreement Between Neuberger
                                  Berman Equity Assets and State Street Bank and
                                  Trust Company. Incorporated by Reference to
                                  Post-Effective Amendment No. 3 to Registrant's
                                  Registration Statement, File Nos. 33-82568 and
                                  811-8106.

<PAGE>

                            (ii)  First Amendment to the Transfer Agency
                                  Agreement Between Neuberger Berman Equity
                                  Assets and State Street Bank and Trust
                                  Company. Incorporated by Reference to
                                  Post-Effective Amendment No. 9 to Registrant's
                                  Registration Statement, File Nos. 33-82568 and
                                  811-8106.

                            (iii) Schedule of Compensation under the Transfer
                                  Agency Agreement. Incorporated by Reference to
                                  Post-Effective Amendment No. 4 to Registrant's
                                  Registration Statement, File Nos. 33-82568 and
                                  811-8106.

                      (2)   (i)   Administration Agreement Between Neuberger
                                  Berman Equity Assets and Neuberger Berman
                                  Management Inc. Incorporated by Reference to
                                  Post-Effective Amendment No. 9 to Registrant's
                                  Registration Statement, File Nos. 33-82568 and
                                  811-8106.

                            (ii)  Schedule A - Series of Neuberger Berman Equity
                                  Assets Currently Subject to the Administration
                                  Agreement. Filed herewith.

                            (iii) Schedule B - Schedule of Compensation Under
                                  the Administration Agreement. Filed herewith.

                (i)   (a)         Opinion and Consent of Kirkpatrick & Lockhart
                                  LLP on Securities Matters with Respect to
                                  Neuberger Berman Focus Assets, Neuberger
                                  Berman Guardian Assets, Neuberger Berman
                                  Manhattan Assets, and Neuberger Berman
                                  Partners Assets. Incorporated by Reference to
                                  Post- Effective Amendment No. 3 to
                                  Registrant's Regisration Statement, File Nos.
                                  33-82568 and 811-8106.

                      (b)         Opinion and Consent of Kirkpatrick & Lockhart
                                  LLP on Securities Matters with Respect to
                                  Neuberger Berman Genesis Assets. Incorporated
                                  by Reference to Post-Effective Amendment No. 9
                                  to Registrant's Registration Statement, File
                                  Nos. 33-82568 and 811-8106.

                      (c)         Opinion and Consent of Kirkpatrick & Lockhart
                                  LLP on Securities Matters with Respect to
                                  Neuberger Berman Socially Responsive Assets.
                                  Incorporated by Reference to Post-Effective
                                  Amendment No. 1 to the Registration Statement
                                  of Neuberger Berman Equity Series, File Nos.
                                  33-82568 and 811-8106.

                      (d)         Consent of Kirkpatrick & Lockhart LLP to use
                                  Previously Filed Opinions and Consents on
                                  Securities Matters. Filed herewith.

                (j)         Consent of Independent Auditors. Filed herewith.

                (k)         Financial Statements Omitted from Prospectus. None.

                (l)         Letter of Investment Intent. None.

<PAGE>

                (m)   (a)   Plan Pursuant to Rule 12b-1. Incorporated by
                            Reference to Post-Effective Amendment No. 9 to
                            Registrant's Registration Statement, File Nos.
                            33-82568 and 811-8106.

                      (b)   Schedule A - Series of Neuberger Berman Equity
                            Assets Currently Subject to Plan Pursuant to Rule
                            12b-1. Filed herewith.

                (n)         Financial Data Schedule. Not Applicable.

                (o)         Plan Pursuant to Rule 18f-3. None.


<PAGE>

                                EX-99.(e)(1)(ii)


                         NEUBERGER BERMAN EQUITY ASSETS
                       DISTRIBUTION AND SERVICES AGREEMENT

                                   SCHEDULE A


SERIES                                   DATE MADE PARTY TO AGREEMENT

Neuberger Berman Focus Assets                  February 12, 1996

Neuberger Berman Genesis Assets                March 13, 1997

Neuberger Berman Guardian Assets               February 12, 1996

Neuberger Berman Manhattan Assets              February 12, 1996

Neuberger Berman Millennium Assets             December 1, 1999

Neuberger Berman Partners Assets               February 12, 1996

Neuberger Berman Socially Responsive           December 1, 1999
Assets

<PAGE>
                                  EX-99.(a)(4)

                        NEUBERGER BERMAN EQUITY ASSETS
                               TRUST INSTRUMENT

                                  SCHEDULE A


Neuberger Berman Focus Assets

Neuberger Berman Genesis Assets

Neuberger Berman Guardian Assets

Neuberger Berman Manhattan Assets

Neuberger Berman Partners Assets

Neuberger Berman Socially Responsive Assets

Neuberger Berman Millennium Assets


DATED:      December 1, 1999


<PAGE>
                                EX-99.(h)(2)(ii)

                         NEUBERGER BERMAN EQUITY ASSETS
                            ADMINISTRATION AGREEMENT

                                   SCHEDULE A


SERIES                                           DATE MADE A PARTY TO AGREEMENT

Neuberger Berman Focus Assets                            February 12, 1996

Neuberger Berman Guardian Assets                         February 12, 1996

Neuberger Berman Manhattan Assets                        February 12, 1996

Neuberger Berman Partners Assets                         February 12, 1996

Neuberger Berman Genesis Assets                          March 13, 1997

Neuberger Berman Millennium Assets                       December 1, 1999

Neuberger Berman Socially Responsive Assets              December 1, 1999


<PAGE>
                               EX-99.(h)(2)(iii)

                         NEUBERGER BERMAN EQUITY ASSETS
                            ADMINISTRATION AGREEMENT

                                   SCHEDULE B

      Compensation pursuant to Paragraph 3 of the Neuberger Berman Equity Assets
Administration Agreement shall be:

               (1)   0.40% per  annum of the  average  daily net  assets of each
                     Series, plus in each case

               (2)   certain out-of-pocket expenses  for  technology   used  for
                     shareholder   servicing  and  shareholder   communications,
                     subject to the prior  approval  of an annual  budget by the
                     Trust's  Board of  Trustees,  including a majority of those
                     Trustees who are not interested  persons of the Trust or of
                     Neuberger  Berman  Management Inc., and periodic reports to
                     the Board of Trustees on actual expenses.




DATED:  July 1, 1999





          CONSENT AUTHORIZING USE OF PREVIOUSLY-FILED LEGAL OPINION
              FOR NEUBERGER BERMAN EQUITY ASSETS ("REGISTRANT")


In  connection  with  Post-Effective  Amendment  Nos. 16 and 17 to  Registrant's
Registration  Statement  on Form N-1A (File Nos.  33-82568  and  811-8106) to be
filed with the Securities and Exchange Commission on or about November 30, 1999,
we hereby consent to the continued use of the Opinion and Consent of Kirkpatrick
& Lockhart LLP on  Securities  Matters with respect to Neuberger  Berman  Equity
Assets and its series Neuberger  Berman Focus Assets,  Neuberger Berman Guardian
Assets, Neuberger Berman Manhattan Assets, and Neuberger Berman Partners Assets,
previously filed in Post-Effective Amendment No. 3 to Registrant's  Registration
Statement  on Form N-1A (File Nos.  33-82568  and  811-8106);  the  Opinion  and
Consent of  Kirkpatrick  & Lockhart  LLP on  Securities  Matters with respect to
Neuberger Berman Genesis Assets previously filed in Post-Effective Amendment No.
9 to Registrant's  Registration  Statement on Form N-1A (File Nos.  33-82568 and
811-8106);  and the  Opinion  and  Consent  of  Kirkpatrick  &  Lockhart  LLP on
Securities  Matters with respect to Neuberger Berman Socially  Responsive Assets
previously filed in Post-Effective Amendment No. 1 the Registration Statement of
Neuberger Berman Equity Series on Form N-1A (File Nos. 333-66137 and 811-09011).
We  further   consent  to  the  filing  of  this  consent  in  connection   with
Post-Effective Amendment Nos. 16 and 17 to Registrant's  Registration Statement.
We also  consent to the  reference to our firm in the  Statement  of  Additional
Information filed as part of the Registration Statement.


                                          Sincerely,


                                          KIRKPATRICK & LOCKHART LLP



                       CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby  consent to the  incorporation  by reference  into the  Prospectus and
Statement of Additional  Information  constituting the Post-Effective  Amendment
No. 16 and 17 to the  Registration  Statement  on Form  N-1A (the  "Registration
Statement")  of Neuberger  Berman Equity Assets (the  "Assets") on the financial
statements  and  financial  highlights  appearing  in the August 31, 1999 Annual
Report to the  Shareholders.  We further  consent to the  references to our Firm
under the heading "Financial  Highlights" in the Prospectus and "Experts" in the
Statement of Additional Information.



/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 24, 1999


<PAGE>
                                  EX-99.(m)(b)

                         NEUBERGER BERMAN EQUITY ASSETS
                           PLAN PURSUANT TO RULE 12b-1

                                   SCHEDULE A

SERIES

Neuberger Berman Focus Assets

Neuberger Berman Genesis Assets

Neuberger Berman Guardian Assets

Neuberger Berman Manhattan Assets

Neuberger Berman Millennium Assets

Neuberger Berman Partners Assets

Neuberger Berman Socially Responsive Assets



Dated:       December 1, 1999




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