NEUBERGER BERMAN EQUITY ASSETS
N-30D, 2000-04-28
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                                                                [LOGO]

Neuberger Berman
EQUITY ASSETS-REGISTERED TRADEMARK-
- --------------------------------------------------
SEMI-ANNUAL REPORT
FEBRUARY 29, 2000

Focus Assets
Genesis Assets
Guardian Assets
Manhattan Assets
Millennium Assets
Partners Assets
Socially Responsive Assets

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TABLE OF CONTENTS

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<S>                                               <C>
    THE FUNDS

    CHAIRMAN'S LETTER                              A-4

    PORTFOLIO COMMENTARY
Focus Assets                                       A-5
Genesis Assets                                     A-9
Guardian Assets                                   A-13
Manhattan Assets                                  A-17
Millennium Assets                                 A-20
Partners Assets                                   A-24
Socially Responsive Assets                        A-28

    PERFORMANCE HIGHLIGHTS                         B-1

    FINANCIAL STATEMENTS                           B-4

    FINANCIAL HIGHLIGHTS
      PER SHARE DATA
Focus Assets                                      B-15
Genesis Assets                                    B-16
Guardian Assets                                   B-17
Manhattan Assets                                  B-18
Millennium Assets                                 B-19
Partners Assets                                   B-20
Socially Responsive Assets                        B-21

    THE PORTFOLIOS

    SCHEDULE OF INVESTMENTS
      TOP TEN EQUITY HOLDINGS
Focus Portfolio                                    C-1
Genesis Portfolio                                  C-3
Guardian Portfolio                                 C-7
Manhattan Portfolio                               C-10
Millennium Portfolio                              C-13
Partners Portfolio                                C-16
Socially Responsive Portfolio                     C-19

    FINANCIAL STATEMENTS                          C-22

    FINANCIAL HIGHLIGHTS
Focus Portfolio                                   C-36
Genesis Portfolio                                 C-37
Guardian Portfolio                                C-38
Manhattan Portfolio                               C-39
Millennium Portfolio                              C-40
Partners Portfolio                                C-41
Socially Responsive Portfolio                     C-42

    OTHER INFORMATION
Directory/Officers and Trustees                    D-1
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The "Neuberger Berman" name and logo are service marks of Neuberger Berman, LLC.
"Neuberger Berman Management Inc." and the individual fund names in this report
are either service marks or registered trademarks of Neuberger Berman Management
Inc. -C-2000

                                      A-3
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CHAIRMAN'S LETTER                                                 April 20, 2000

Dear Fellow Shareholder,
  This is my first opportunity to address shareholders as Chairman of Neuberger
Berman Equity Funds. Let me begin by thanking you for your loyalty and
appreciation of our firm's investment skills. The Neuberger Berman Funds are
committed to excellence. We understand that in the highly competitive mutual
fund industry, only those companies that serve shareholders well will prosper.
  As you review the performance of all our domestic equity funds during this
reporting period, one thing stands out. The growth stock funds (Century,
Millennium and Manhattan) have performed appreciably better than our value funds
(Focus, Genesis, Guardian, Partners, Regency, and Socially Responsive). The
reason is simple. Growth stocks have materially outperformed value stocks across
the market capitalization spectrum during this reporting period. This does not
mean they will continue to do so indefinitely. The relative performance of
growth and value stocks has been cyclical. Throughout stock market history, they
have taken turns in the lead. It is important to realize that over the long
term, the performance of growth stocks and value stocks is almost identical.
That said, you can be sure that we strive to achieve the best possible
performance in our value funds as well as our growth funds, sticking to our
investment disciplines. We believe prudent long-term investors should maintain
portfolios with a sensible balance of funds in both categories.
  In reading the fund reports, you will also note that our growth and value fund
managers have very different perspectives on today's market. This is to be
expected from portfolio managers who are passionate advocates of their
respective investment disciplines. Beauty is in the eye of the beholder,
especially in the stock market.
  In closing, I look forward to serving you as Chairman of Neuberger Berman
Equity Funds. I welcome comments from shareholders on issues concerning the
funds. So, if you have something on your mind, please feel free to write me.

Sincerely,

/s/ Peter Sundman
Peter Sundman
Chairman of the Board
Neuberger Berman Equity Assets

                                      A-4
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PORTFOLIO COMMENTARY
Neuberger Berman
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          Focus Assets
  For the six months ended February 29, 2000, the Focus Assets rose 21.11% while
the S&P 500 during the same time period increased 4.11%. These results are
gratifying since they occurred during a period that was difficult for the value
style of investing -- as evidenced by the 8.88% decline in the Russell 1000
Value Index for the six months ended February 29th.*
  In our opinion, the primary reason for the portfolio's outperforming both the
S&P 500 and the Russell 1000 Value is its focused approach. The Portfolio is
never focused on more than six S&P sectors (it currently is focused on four),
and therefore can concentrate its investments in only those stocks where we feel
the undervaluation is greatest. In other words, we never buy a stock merely to
have representation in some area of the market; the only reason we take a
position is because we think it is attractive.
  Recently there were two significant developments which affected the portfolio,
and our reaction to them provides an insight into how our investment discipline
operates. The first occurred early in 1999 when concern over Y2K-related issues
reached levels that bordered on the hysterical. This created enough selling in
technology stocks in general and software stocks in particular that we took a
fairly substantial position in Compuware, Oracle, Rational Software and Sterling
Commerce. Each of these had reached valuations less than the market, a very rare
occurrence in the software industry, and their subsequent return to their more
traditional valuations helped the Fund considerably. We also increased our
exposure to the semiconductor industry at that time, as Y2K-related fears of a
slowdown in the Personal Computer industry led to valuations which we found
attractive. The ensuing recovery in Atmel, Lattice SemiConductor, Microchip
Technology and Texas Instruments increased our performance noticeably.

                                      A-5
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          Focus Assets (Cont'd)

  While technology stocks do not often appear in most value portfolios, the
above example illustrates our discipline: When negative psychology creates
attractive valuations in an industry which we feel has above average
fundamentals, we will be aggressive in establishing sizeable positions.
  The second major development has created what we believe to be an opportunity
as good as last year's in technology. This is the Fed's imposition of two
interest rate increases during this reporting period, with the prospect of one
or two more to come. Most financial stocks were beaten down as investors sold
these issues, fearful of the effect the rate increases would have. While
psychology is a powerful factor in stock valuation, over time we believe it is a
company's earning power which determines its stock price, and the fact is that
the rate increases have not slowed the earnings growth of the better financial
companies. Consider this: In the fourth quarter of last year it was leading
technology firms Dell and Lucent announcing earnings shortfalls while, despite
the steadily rising interest rates, Citigroup, Chase Manhattan, Morgan Stanley,
Capital One and Providian (all of which we own) reported substantial earnings
increases. The valuations on finance stocks have now reached levels which
relative to the market, are lower than they have been in decades.
  One of the disciplines we have in Focus is to take advantage of broadbased
selling in an out-of-favor industry by buying only the best companies. We have
done, and continue to do this, in the case of financials. While "best" is a
subjective term, we do believe that Citigroup is the best broad-based financial
services company, Chase Manhattan is the best money center bank, Morgan Stanley
the best securities firm, Countrywide Credit the best mortgage banker and
Capital One and Providian the two best credit card companies. We firmly believe
that the earnings of all the above companies will continue to grow, and that
sooner or later (hopefully not too much later) this earning power will be
reflected in their stock prices.

                                      A-6
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          Focus Assets (Cont'd)

  Recently, due to their respective valuations, we have been shifting some funds
out of technology stocks into financials. (That said, technology still
represents 34.9% of the total equity market value portfolio). We also have
established a fairly sizeable position in General Motors and have made a small
increase in our retail holdings.
  The future, never easy to predict, is now more difficult than usual. The level
of the overall market, as measured by its price/earnings ratio, seems high. This
statement, while true, is somewhat misleading since today's market is two
distinct markets: the NASDAQ, which seems fairly richly valued, and everything
else, which looks pretty cheap. One of the reasons the Federal Reserve has given
for raising interest rates is to curb excess valuation in the stock market. To
date, unfortunately, the major impact of these rate increases has been on stocks
which were not overvalued to begin with. While this is frustrating to value
managers such as ourselves, we have chosen to forsake whining about it in favor
of acting on the new opportunities we see.
  As of February 29th, the P/E ratio in the portfolio was 14.7 times estimated
2000 earnings. This compares with P/E ratios of 26.9 for the S&P 500 and 14.7
for the Russell 1000 Value Index. Interestingly, the consensus earnings growth
rates going forward are 19.3% for Focus, 17.9% for the S&P 500 and 12.3% for the
Russell 1000 Value. This reflects what we are trying to do: get more growth per
dollar invested than the market. While our forward P/E is 45% lower than the S&P
500 our companies' projected earnings growth rate is actually 8% higher.
Similarly, while Focus' forward P/E is the same as the Russell 1000 Value, our
projected growth rate is 57% higher. We feel these numbers are compelling and
over time will produce worthwhile results.
  While past results are no guarantee of the future, we would point out that
Focus Fund's performance ranks in the top 10% of all Morningstar-C- large-cap
value funds for the past year, the past three years, the last five years and the
past 10 years.(1) It would seem we

                                      A-7
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          Focus Assets (Cont'd)
shouldn't alter the process now. In closing, we remain committed to our value
approach since we believe, as in fact the last year shows, that it can produce
superior results.

Sincerely,

/s/ Kent Simons

Kent Simons
PORTFOLIO MANAGER

*For index definitions, refer to page A-32, titled "Glossary of Indices." The
 Portfolio invests in many securities not included in the indices listed.

 The composition, industries and holdings of the Portfolio are subject to
 change. No single holdings of Focus Portfolio make up more than a small
 fraction of the Portfolio's total assets.

 While the value-oriented approach is intended to limit risks, the
 Portfolio -- with its concentration in sectors -- may be more greatly affected
 by any single economic, political or regulatory development than a more
 diversified mutual fund.

 Past performance is no guarantee of future results. Share prices will vary and
 your shares, when redeemed, may be worth more or less than the price you paid
 for them.

(1) -C- 2000 by Morningstar, Inc. All rights reserved. The information contained
    herein is the proprietary information of Morningstar, Inc. Morningstar Inc.
    shall not be responsible for investment decisions, damages or other losses
    resulting from use of this information. Past performance is no guarantee of
    future performance. Morningstar, Inc. has not granted consent for it to be
    considered or deemed an "expert" under the Securities Act of 1933.

                                      A-8
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PORTFOLIO COMMENTARY
Neuberger Berman
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          Genesis Assets
  For the six-month period concluding February 29, 2000, the Genesis Assets
gained 6.65% compared to the Russell 2000's 35.82% return over the same time
period.*
  We are pleased the Fund posted respectable gains during a period that was
particularly challenging for small-cap value investors. Performance comparisons
to the Russell 2000 do not take into account the enormous discrepancy between
small-cap growth stock and small-cap value stock performance during this
reporting period. While the Genesis portfolio underperformed its official
Russell 2000 benchmark, it more than doubled the 2.82% return for the Russell
2000 Value Index.
  During the last six months, technology was just about the only game in town in
the small-cap stock market. As could be expected, our technology investments did
quite well, more than doubling in value in first half fiscal 2000. However, as a
result of our value parameters, the portfolio was significantly under-weighted
in the technology sector. We like technology and recognize the enormous growth
potential of high quality tech companies. However, unless and until the group
corrects and we can find more reasonably priced technology stock opportunities,
we will likely remain under-weighted versus the Russell 2000. We have been
taking some profits in tech holdings that have moved out of legitimate value
range and using the proceeds to build positions in more reasonably priced
technology stocks. But, true tech stock bargains are becoming more scarce as
stocks in the most promising sub-sectors of the industry continue to soar.
  Our energy investments, primarily small oil services companies, also
contributed to returns during this reporting period. As the price of oil
climbed, investors began anticipating increased drilling activity and bid up oil
services companies. We are now seeing signs of a pickup in drilling and believe
that better earnings going forward will continue to buoy our oil services
investments.

                                      A-9
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          Genesis Assets (Cont'd)

  Our biggest performance disappointments fall into two categories: defense and
aerospace, and banking. In the case of defense and aerospace holdings, Alliant
Techsystems and Cordant Technologies, stock price declines were not due to poor
operating results, but rather fallout from the earnings problems experienced by
high profile industry leaders Raytheon, Lockheed Martin, and Boeing. We think
Alliant and Cordant can continue to grow earnings at a decent clip, and that
once the cloud over the industry passes, earn a much better appraisal from
investors.
  Small bank stock holdings such as Peoples Heritage Financial and Webster
Financial Corp. were knocked down by a headwind formed by rising interest rates
and the flattening yield curve. We think current stock prices already discount
what is perceived to be a hostile economic environment for banks. In addition,
at currently depressed prices, the odds have increased that these stocks will
attract suitors when consolidation in the banking industry resumes after its Y2K
hiatus.
  It has been a rather strange small-cap stock market. In view of what's been
going on in the technology and biotechnology groups, you could argue that the
best way to make money was to buy stocks that had very high price/earnings
ratios or no earnings at all. Obviously, value investors don't subscribe to this
logic. We try to find good little companies trading at valuation discounts.
  We are finding a lot of such opportunities in beaten down "old economy"
companies that will be prime beneficiaries of "new economy" technologies. If
this sounds farfetched, we would remind you that during past periods of great
technological innovation -- the railroads, the electric light, the assembly
line, the telephone -- many users of new technologies were rewarded as much or
more than the creators of the new technologies. We expect history to repeat
itself in today's "new economy."
  Let us give you an example. Be advised, this should not be viewed as a
recommendation, but rather an example of our investment discipline. AAR Corp. is
a distributor of new and used aerospace parts. It serves all

                                      A-10
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          Genesis Assets (Cont'd)
the major airlines and should be able to continue to grow its basic business
nicely as airlines outsource more of their replacement parts operations. AAR is
not a technology resistant dinosaur. It already has sophisticated computer
systems that help it procure parts on demand, trace the history of used parts
(required by the FAA), manage inventories, and efficiently fulfill orders.
  AAR also has an exciting new business. It is a 50% joint venture partner with
the major airlines in an aerospace parts procurement and distribution
cooperative called SITA. SITA is going on-line. Costs should go down for
everyone involved and profits should rise.
  While some of the original equipment manufacturers have teamed up to form
on-line buying groups, none have the used parts expertise or sophisticated
computer tracking ability of AAR. This should not be underestimated, as the size
of the aerospace used parts market dwarfs that of the new parts market.
  You can buy this "old economy" company poised to exploit "new economy"
technologies for just 11.5 times projected calendar 2000 earnings. At some time
in the future, AAR's share of SITA could be spun off to shareholders. In view of
the valuations currently being given to business-to-business (B2B) e-commerce
networks, this seems likely to be a very big bonus.
  In closing, growth is still in and value is still out. What will change this?
Perhaps the combination of investors realizing that severely depressed "old
economy" stocks can survive and prosper in the "new economy," and recognition
that valuations for many high flying "new economy" stocks defy economic gravity.
We will continue to seek out quality small-cap companies trading at reasonable
valuations relative to

                                      A-11
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          Genesis Assets (Cont'd)
above average growth prospects. Call us tortoises to the small-cap growth stock
hares. We hope our shareholders will accompany us in the race for long-term
investment profits.

Sincerely,

/s/ Judith Vale      /s/ Robert D'Alelio

Judith Vale and Robert D'Alelio
PORTFOLIO CO-MANAGERS

*For index definitions, refer to page A-32, titled "Glossary of Indices." The
 Portfolio invests in many securities not included in the indices listed.

 The composition, industries and holdings of the Portfolio are subject to
 change. Genesis Portfolio is invested in a wide array of stocks and no single
 holding makes up more than a small fraction of the Portfolio's total assets.

 The risks involved in seeking capital appreciation from investments primarily
 in companies with small market capitalizations are set forth in the prospectus.
 Past performance is no guarantee of future results.

                                      A-12
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PORTFOLIO COMMENTARY
Neuberger Berman
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          Guardian Assets
  For the six-month period concluding February 29, 2000, the Guardian Assets
declined 3.00% versus the Russell 1000 Value Index's 8.88% loss over the same
time period. The S&P 500 advanced 4.11% over the corresponding six-month
period.*
  Technology was the big story in the market and in the Guardian Portfolio in
the first half of fiscal 2000. Of the 11 sectors in the Russell 1000 Value
Index, technology was the only sector to deliver positive returns. We were
substantially over-weighted in technology versus the benchmark and enjoyed a
return in excess of 50% from our tech investments during this reporting period.
  We don't believe owning technology stocks is inconsistent with a value
discipline. The technology sector is relatively volatile and periodically offers
exceptional value oriented opportunities. We tend to buy technology stocks when
they are out-of-favor and trading at low
price/earnings ratios relative to earnings growth rates. Many of our big tech
winners during this reporting period were originally purchased in the summer and
fall of 1998 when the group sold off sharply in response to global economic and
financial market turmoil. Obviously, valuations have risen substantially since
then. We have been consistently trimming and/or eliminating positions in more
fully valued technology stocks. If the group continues to soar, we will probably
do some more paring. However, we are willing to let some of our tech winners run
until valuations get out of line or we see signs of slowing earnings.
  With the exception of brokerage/asset management companies (most notably
Morgan Stanley Dean Witter, which made our "Top Ten" contributors' list),
financial services stocks were among our biggest portfolio disappointments. In
general, financial services stocks were hit hard by four factors: higher
interest rates and the prospect of additional Federal Reserve rate hikes; some
high profile earnings shortfalls; disappointing top line revenue growth; and the
fear that the credit quality of loan portfolios would deteriorate if the Fed
tightens too aggressively and sends the economy into recession.

                                      A-13
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          Guardian Assets (Cont'd)

  We are concerned by overcapacity in the financial services industry and the
difficulty many companies are having growing revenues in a very competitive
environment. Also, if interest rates continue to climb, earnings could suffer.
However, we think almost all the potential bad news is already baked into
financial services stock prices. If the Fed once again manages to successfully
pilot the economy to a "soft landing," the cloud currently overhanging financial
services stocks should dissipate.
  In general, we believe that the market has unfairly penalized "old economy"
stocks in the so-called new economy. Consider the joint venture taking form
among General Motors, Daimler Chrysler, and Ford. Oracle and i2 Technologies are
building a business-to-business
e-commerce network to allow these auto giants to procure parts over the
Internet. It is estimated that efficiencies realized through this network could
allow the auto makers to shave $2,000-$3,000 off the cost of building a car. Of
course, all this cost saving won't go into their pockets -- it will be competed
away in the marketplace. Under this scenario, as the price of cars comes down,
demand is expected to increase, and the auto makers' revenues and profits would
then grow substantially. Oracle and i2 Technologies would make money building
and operating the network, but, the auto companies would own this incredibly
valuable asset. This appears to be a win/win situation for these "old economy"
car companies. Yet, in today's market, you can buy GM and Ford for less than ten
times earnings, whereas Oracle is going for more than 75 times earnings.
  Does it make sense to ignore value and chase growth at any price? In our
opinion, value stocks have three powerful forces currently working in their
favor. The first is good operating results. Earnings are coming through. In
general, value stocks haven't declined because earnings have fallen. It's been
contracting price/earnings ratios (largely a measure of investor perception)
that have resulted in the decline. Secondly, the value sector of the market is
by historical standards quite cheap. One hundred and seventy eight of the 500
stocks in the S&P and 336 stocks out of the 1,000 stocks in the Russell 1000
have P/Es of 10 or less.

                                      A-14
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          Guardian Assets (Cont'd)
Compare this to the Internet sector where the average price/sales multiple for
226 stocks is 30. Why don't we mention the P/E of this group? Because
collectively these companies are losing $8 billion a year!
  Finally, we believe smart money is moving into the value sector. Merger
activity is strong as corporate buyers snap up stock market bargains. Deals are
getting done at very substantial premiums to market prices. Mirage just accepted
a $21 per share offer from MGM Grand. It was trading around $10 before MGM came
calling. Leveraged buyouts (LBO's) are back in vogue. Recently, the management
of Manor Care announced a bid to take the company private. In fourth quarter
1999, $40 billion of planned share repurchases were announced, up from $25
billion in the third quarter. When stocks get too cheap relative to economic
value, they attract the attention of informed industrialists like corporate
acquirers and corporate managements, and eventually, the attention of investors.
  In closing, as evidenced by the poor performance of value stock benchmarks, it
has been another challenging period for us. We are never pleased when the Fund
declines. However, the Fund's modest retreat compared to its benchmark index's
substantial loss indicates we effectively executed on our value strategies. More
importantly, we believe the stage is set for a value stock revival, which should
help us improve returns.

Sincerely,

/s/ Kevin Risen      /s/ Rick White

Kevin Risen and Rick White
PORTFOLIO CO-MANAGERS

*For index definitions, refer to page A-32, titled "Glossary of Indices." The
 Portfolio invests in many securities not included in the indices listed.

                                      A-15
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          Guardian Assets (Cont'd)

 The composition, industries and holdings of the Portfolio are subject to
 change. Guardian Portfolio is invested in a wide array of stocks and no single
 holding makes up more than a small fraction of the Portfolio's total assets.

 Past performance is no guarantee of future results.

 The investments for the Portfolio are managed by the same portfolio manager(s)
 who manage one or more other mutual funds that have similar names, investment
 objectives and investment styles as the Portfolio. You should be aware that the
 Portfolio is likely to differ from the other mutual funds in size, cash flow
 pattern and tax matters. Accordingly, the holdings and performance of the
 Portfolio can be expected to vary from those of the other mutual funds.

                                      A-16
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PORTFOLIO COMMENTARY
Neuberger Berman
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          Manhattan Assets
  For the six-month period ending February 29, 2000, the Manhattan Assets gained
88.72% compared to the Russell Midcap Growth Index's 67.32% return over the same
time period.*
  For the last several years, we have bemoaned the fact that investors were
lavishing attention on large-cap growth stocks and paying lesser tribute to
faster growth mid-cap companies. We couldn't comprehend why mid-caps had lower
price/earnings ratios despite significantly higher earnings growth rates. As
evidenced by the Russell Midcap Growth Index's 67.32% return versus the
large-cap Russell 1000 Growth Index's 22.48% gain over this six-month reporting
period, investors appear to have caught on. Does mid-cap stocks' out-performance
over the last six months signal a reversal in trend? We can't be sure. The
valuation gap between large-cap and mid-cap growth stocks has narrowed. However,
considering mid-cap growth stocks' materially higher earnings growth rates, they
still look to us quite attractive relative to their large-cap counterparts.
  Our technology and technology related holdings (approximately 65% of portfolio
total equity market value at the close of this reporting period), fueled
performance in first-half fiscal 2000. Our "Top Ten" contributors' list was
dominated by technology stocks, with companies such as Citrix Systems, JDS
Uniphase, Veritas Software and PMC Sierra delivering 250% or better returns. We
were in the right places -- telecommunications equipment, broadband technology,
and business-to-business (B2B) e-commerce companies -- and avoided some of the
technology potholes like computer hardware and e-commerce retailers.
  Of course, the spectacular performance of the technology sector over the last
six months has inspired some concern that tech stocks are now overvalued and
vulnerable to a substantial correction. Based on reported operating results, we
concede that many tech companies are now rather richly priced. However, we
believe investors may actually be underestimating the exceptional growth
potential of many quality mid-cap technology companies. Over the last year or
so, reported revenue and/or earnings growth has not been just running ahead of
consensus

                                      A-17
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          Manhattan Assets (Cont'd)
estimates. It has been leaving analysts' forecasts in the dust. Wall Street
can't raise estimates fast enough to keep pace with this explosive growth. For
the foreseeable future, we expect this pattern to continue. We are mindful of
the valuations of the tech stocks in our portfolio and consistently trim and/or
eliminate positions in stocks that we feel are getting too far ahead of
themselves or may be less likely to beat fundamental expectations going forward.
However, we think there are still technology companies well positioned in the
most dynamic sectors of the industry.
  Returning to portfolio specifics, our healthcare (primarily biotechnology
companies), communications services, and capital goods investments also
contributed to returns during this reporting period. Our holdings in the retail
industry of the consumer cyclical sector disappointed. Retailers such as
Williams Sonoma (kitchen equipment), TJXCompanies (apparel), Best Buy and Tandy
(consumer electronics), and Abercrombie & Fitch (specialty items) all declined
substantially. The consensus appears to be that rising interest rates will
eventually restrain consumer spending and retailers' earnings. While we don't
argue with this economic logic, we note that the American consumer is still
buying. Most, albeit not all, of our retailer holdings met earnings expectations
during their most recent reporting periods. With consensus estimates being
revised downward, we expect some pleasant earnings surprises going forward.
  The Manhattan Portfolio clearly displays the fundamental characteristics
inherent in our investment discipline. At the close of this reporting period,
the portfolio has a projected 5-year earnings growth rate of 39%, compared to
the Russell Midcap Growth Index's 33%. Its price/ earnings ratio divided by
5-year projected earnings growth rate is modestly higher than the Index's (1.2
to 0.9), largely the result of some of our Internet investments that have yet to
turn explosive revenue growth into what we believe will be impressive earnings
gains.
  This leads us to another issue that requires some discussion. We are in an era
of almost unprecedented technological innovation. Today,

                                      A-18
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          Manhattan Assets (Cont'd)
promising young technology companies are growing faster than ever before and are
entering the mid-cap arena at an earlier stage of development.
For a variety of reasons ranging from aggressive advertising to gain market
share, to acquisitions of promising smaller companies and/or the depreciation of
infrastructure investments, these companies do not yet have net earnings. Rather
than eliminating these companies from consideration and, in the process, missing
out on some of what we believe are the very best long term opportunities in the
mid-cap growth arena, we have increased our focus on revenue and cash flow
growth in addition to earnings growth. We are carefully evaluating business
models and future profit margin assumptions. If we are convinced that rapidly
growing revenues and cash flows will eventually translate into superior earnings
growth, and can identify stocks with valuations in line with future earnings
prospects, we will add them to the portfolio.
  In closing, we are pleased to have delivered attractive absolute and relative
returns during this reporting period and we will be working diligently to build
on our success in the year ahead.

Sincerely,

/s/ Jennifer Silver      /s/ Brooke Cobb

Jennifer Silver and Brooke Cobb
PORTFOLIO CO-MANAGERS

*For index definitions, refer to page A-32, titled "Glossary of Indices." The
 Portfolio invests in many securities not included in the indices listed.
 The composition, industries and holdings of the Portfolio are subject to
 change. Manhattan Portfolio is invested in a wide array of stocks and no single
 holding makes up more than a small fraction of the Portfolio's total assets.
 Past performance is no guarantee of future results.
 The investments for the Portfolio are managed by the same portfolio manager(s)
 who manage one or more other mutual funds that have similar names, investment
 objectives and investment styles as the Portfolio. You should be aware that the
 Portfolio is likely to differ from the other mutual funds in size, cash flow
 pattern and tax matters. Accordingly, the holdings and performance of the
 Portfolio can be expected to vary from those of the other mutual funds.

                                      A-19
<PAGE>
PORTFOLIO COMMENTARY
Neuberger Berman
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          Millennium Assets
  For the six-month period ended February 29, 2000, the Millennium Assets
returned 126.25% compared to the Russell 2000 Growth and Russell 2000 Index's
66.04% and 35.82% gains over the same time period, respectively.*
  We've enjoyed a vibrant small cap growth stock market ever since the Portfolio
commenced operations on October 20, 1998. We have also materially outperformed
our benchmark index since inception. So, we've been both lucky and good. The
market won't always be so cooperative. However, we believe our investment
discipline -- investing in small, fast growing companies capable of consistently
beating consensus earnings expectations and trading at reasonable valuations
relative to growth rates -- will continue to demonstrate its effectiveness.
  Our technology stock holdings (58.3% of total equity market value at the close
of this reporting period), performed exceptionally well and were responsible for
about 75% of the Fund's total return. However, technology was not the whole
story. Ten of the 11 sectors represented in the portfolio posted positive
returns, compared to gains in just 6 of these 11 sectors for the Russell 2000.
We also outperformed our benchmark, the Russell 2000 Growth index in 9 of the 11
sectors. We are almost as pleased with the strong gains of portfolio companies
in poor performing groups such as basic materials, financial services, energy,
consumer cyclicals and consumer staples as we are with our many technology stock
winners.
  We were often in the right place at the right time in the technology sector
and technology related companies. Our investments in broadband companies such as
Osicom Technologies and Efficient Networks performed exceptionally well as
investors acknowleged the explosive growth potential of companies with
technologies to expand the data carrying capacity of fiber optic and traditional
copper wire communications networks. Internet direct marketing company Mypoints
Communications was also a big winner. Mypoints is an "opt in" e-mail company.
Internet users fill out a demographic profile of themselves for Mypoints.
Mypoints then sends the appropriate advertising to them via e-mail and gives
them points toward gift certificates or discounts as they

                                      A-20
<PAGE>
- ----------------------------------------------------------------------
          Millennium Assets (Cont'd)
respond to the ads. It's the "new economy" version of the old S&H Green Stamps,
and we believe a potentially lucrative business. We also scored performance
points with Netegrity, an Internet infrastructure software firm supporting
e-commerce business-to-business (B2B) and retail networks.
  Retailers were our primary portfolio disappointments. Children's Place Retail
Stores and Rex Stores fell short of expectations, and in keeping with the Fund's
sell discipline, were quickly eliminated from the portfolio. American Eagle
Outfitters also declined sharply, despite posting better than expected earnings.
We continue to hold this innovative specialty retailer. In general, investors
appear convinced that rising interest rates will put an end to American
consumers' spending spree. We think higher rates will eventually restrain
consumer spending somewhat, but that selected retailers, particularly those with
well conceived e-tail strategies, can continue to grow earnings at an attractive
pace. We are expecting our current holdings in the retail sector to exceed
consensus earnings forecasts in the year ahead.
  We are stock pickers, not economists or market forecasters. However, we will
periodically comment on broader investment issues that concern shareholders and
may have an impact on our portfolio. The strong performance of technology, and
particularly, Internet-related stocks, coupled with the poor absolute and
relative performance of most other industry groups has inspired the financial
press to divide the market into "old economy" and "new economy" companies.
Despite our portfolio's bias to technology and its excellent returns from this
sector, we are not of the opinion that all "old economy" companies are worthless
and that all "new economy" companies are priceless. We think some companies in
the former category are legitimate growth stock bargains and some stocks in the
latter category are wildly overvalued. That's why we take profits in "new
economy" stocks, whose valuations become excessive, and look for more reasonably
priced growth opportunities, including stocks in more traditional businesses.
  Investors should heed the distinction between companies that are embracing new
technologies and those that are sticking their heads in

                                      A-21
<PAGE>
- ----------------------------------------------------------------------
          Millennium Assets (Cont'd)

the sand. The Internet is taking friction out of the economy -- the friction
caused by forms having to be filled out, paper shuffled, checks written, and
currency changing hands. We believe that "old economy" companies that can cut
costs and improve productivity by using new technologies like the Internet will
thrive. Those who don't will eventually be overwhelmed by the competition.
  We also believe it is a mistake to underestimate the ultimate investment
potential of "new economy" companies. Some market observers are describing
investors' current infatuation with small-cap technology stocks as a mania. In
some instances they may be right. But, every day, we are finding and investing
in small companies with technologies that could have a major impact on the
American economy. Not all are earning money, and by traditional measures like
price/earnings ratios or multiples to revenues, some appear absurdly priced.
However, some of these are real companies with real businesses that we expect
will eventually produce real earnings. Most importantly, they have the real
potential to provide outstanding long term investment returns.
  In closing, we are pleased the Fund delivered such generous returns to
shareholders during first-half fiscal 2000. We trust that shareholders won't
expect this kind of performance every six months. Recent returns were achieved
during very favorable market conditions, which are unlikely to be sustained.
However, we remain confident that our investment discipline can continue to
generate attractive long term returns.

Sincerely,

/s/ Michael Malouf      /s/ Jennifer Silver

Michael Malouf and Jennifer Silver
PORTFOLIO CO-MANAGERS

*The start up of Millennium Portfolio roughly coincided with a period of
 accelerated growth in the small-cap growth sector of the stock market, and its
 investment in IPOs had a significant impact on performance. There can be no
 assurance that these factors will continue to have a positive effect on the
 fund. And since the fund is relatively small in asset size, it may be easier to
 achieve higher returns than in a larger fund. NBMI currently absorbs certain
 expenses of the fund. This arrangement is subject to change, and without

                                      A-22
<PAGE>
- ----------------------------------------------------------------------
          Millennium Assets (Cont'd)

  this arrangement, the fund's returns would have been less. Results are shown
  on a "total return" basis and include reinvestment of all dividends and
  capital gains distributions. Performance data quoted represents past
  performance, which is no guarantee of future results. The investment return
  and principal value of an investment will fluctuate so that the shares, when
  redeemed, may be worth more or less than their original cost.

  For index definitions, refer to page A-32, titled "Glossary of Indices." The
  Portfolio invests in many securities not included in the indices listed.

  The composition, industries and holdings of the Portfolio are subject to
  change. Millennium Portfolio is invested in a wide array of stocks and no
  single holding makes up more than a small fraction of the Portfolio's total
  assets.

  Past performance is no guarantee of future results.

  The risks involved in seeking capital appreciation from investments primarily
  in companies with small market capitalization are set forth in the prospectus

                                      A-23
<PAGE>
PORTFOLIO COMMENTARY
Neuberger Berman
- ----------------------------------------------------------------------
          Partners Assets
  For the six-month period concluding February 29, 2000, the Partners Assets
declined 3.47%, versus the Russell 1000 Value Index's 8.88% loss over the same
time period. The S&P 500 advanced 4.11% over the corresponding six-month
period.*
  We are always disappointed when the Fund fails to generate a positive return.
On a relative return basis, we had a reasonably good year versus our Russell
1000 Value Index benchmark and a rather poor year compared to the S&P 500.
Market trends will always have some impact on portfolio performance. However,
when the market is clearly biased to one investment style or favors just a few
stocks or industry groups, it will have an even greater impact on portfolio
returns.
  Over the last year, we have experienced an increasingly narrow market. In
calendar 1999, the top 25 stocks (predominantly rather richly valued growth
stocks) were responsible for 87% of the S&P 500's 21.04% return. While we do not
yet have the data for this reporting period, we expect to see the same
pattern -- a relative handful of big winners buoy the indices, while the
majority of component stocks languish.
  It has also been a one-industry-group stock market. During this six-month
reporting period, 10 of the 11 sectors in the Russell 1000 Value Index declined.
Technology was the only group in the Index that posted a gain. Since technology
stocks generally trade at valuation premiums, this was a particularly
challenging period for value investors.
  We participated in the tech sector. In fact, at the close of this reporting
period, technology stocks comprised approximately 21% of the Portfolio's total
equity market value. We were able to buy tech stocks such as Ericsson, GM Hughes
Electronics, and Motorola at opportunistic prices when each of these companies
suffered temporary setbacks in 1999. These stocks were excellent performers for
us over the last six months. We were overweighted in technology compared to the
Russell 1000 Value Index and were under-weighted compared to the S&P 500. This
explains why the Fund outperformed the former and underperformed the latter.

                                      A-24
<PAGE>
- ----------------------------------------------------------------------
          Partners Assets (Cont'd)

  While by far our best performing group, technology was not the only bright
spot in the portfolio. On average, our consumer cyclical investments generated
attractive returns. Our investments in interest rate sensitive groups like basic
materials, capital goods, and financial services suffered. The consensus seems
to be that an aggressive Federal Reserve may cause the economy to decelerate too
fast and perhaps even slip into recession. We don't agree. We think that the Fed
can once again successfully engineer a "soft landing" that will sustain economic
growth, albeit at a less torrid pace than we have seen over the last year. If we
are right, many of the stocks in beaten down industry groups have "double play"
potential -- the prospect of better than anticipated earnings and rising
price/earnings multiples.
  Perhaps even more disturbing than the narrowness of the market, was the
tendency for investors to chase returns. Fundamentals forgotten, investors
abandoned stocks that weren't moving and flocked to those that were going up in
price. This kind of stock price momentum investing has resulted in some absurdly
low and ludicrously high valuations.
  For example, on a recent research outing we met with Maytag, a high quality
industrial cyclical with a pristine balance sheet, strong free cash flow, and an
excellent long term record of delivering high financial returns. That same day,
we met with Infospace, a 3 year old company with a promising cellular
telephone/Internet portal business. Over the next few years, we believe Maytag
can grow revenues by 3-5% and earnings by 10-15% annually. Infospace's revenues
have been growing by 100% annually and we believe if everything goes according
to management's plan, the company can go on to become very profitable. But,
Infospace doesn't have any earnings yet, and management is telling analysts that
it may take 3 more years to show a profit.
  We think it is fair to characterize Maytag and Infospace as good companies. At
current valuations, we would call only one of them a good investment. Maytag
trades at 6 times earnings and at just 50% of

                                      A-25
<PAGE>
- ----------------------------------------------------------------------
          Partners Assets (Cont'd)
revenues. In our opinion, it is an outstanding investment bargain. Infospace
stock has gone from its January, 1999 offering price of $9 7/8 to a high of $264
per share and currently trades at 230 times revenues. This is much too rich for
our blood.
  As is our custom, we will briefly describe a portfolio holding that
demonstrates our value discipline. This should not be considered a
recommendation and we may change our opinion and sell the stock if circumstances
warrant it. After acquiring the Fred Meyers chain, Kroger is now the second
largest supermarket company in America. Economies of scale on the purchasing
front and Kroger's ability to increase the percentage sales of higher margin
private label products in the Fred Meyers stores, should improve profit margins
significantly in the years ahead. Over the last year, Kroger stock has gone from
a high of $35 to $14 per share and its P/E has collapsed from 22 to 15. We
believe Kroger can grow revenues by about 7% and earnings by 16-18% in the
coming year. In essence you are getting Kroger for less than one times its
projected annual earnings growth rate. We think that is a very low valuation for
a company in a stable business like groceries.
  In closing, it's been another tough period for value investors. We can't
predict when the market will begin valuing businesses more appropriately. We
believe our portfolio is full of high quality, undervalued companies that will
see much better days in the years ahead.

Sincerely,

/s/ S. Basu Mullick      /s/ Robert Gendelman

S. Basu Mullick and Robert Gendelman
PORTFOLIO CO-MANAGERS

*For index definitions, refer to page A-32, titled "Glossary of Indices." The
 Portfolio invests in many securities not included in the indices listed.

                                      A-26
<PAGE>
- ----------------------------------------------------------------------
          Partners Assets (Cont'd)

 The composition, industries and holdings of the Portfolio are subject to
 change. Partners Portfolio is invested in a wide array of stocks and no single
 holding makes up more than a small fraction of the Portfolio's total assets.

 Past performance is no guarantee of future results.

 The investments for the Portfolio are managed by the same portfolio manager(s)
 who manage one or more other mutual funds that have similar names, investment
 objectives and investment styles as the Portfolio. You should be aware that the
 Portfolio is likely to differ from the other mutual funds in size, cash flow
 pattern and tax matters. Accordingly, the holdings and performance of the
 Portfolio can be expected to vary from those of the other mutual funds.

                                      A-27
<PAGE>
PORTFOLIO COMMENTARY
Neuberger Berman
- ----------------------------------------------------------------------
          Socially Responsive Assets
  For the six-month period concluding February 29, 2000, the Socially Responsive
Assets declined 9.95% compared to the Russell 1000 Value Index's 8.88% loss. The
Standard & Poor's 500 Index gained 4.11% over the same time period.*
  Technology stocks held center stage during the first half of fiscal 2000. But,
not all technology stocks got rave reviews. Computer hardware companies were
panned, last year's biggest stars (e-commerce retailers) lost their investment
audience, and some of the leading software companies took second billing. The
loudest cheers went to semiconductor manufacturers, telecommunications equipment
companies, and business-to-business (B2B) e-commerce networks. Although we were
overweighted in technology, we owned too few of the rising stars. Portfolio
performance was helped by strong gains from Hewlett Packard and Intel, but hurt
by sharp declines in Xerox and Unisys. Collectively, our investments in the
technology sector posted a modest decline.
  Energy and healthcare were the two top contributing sectors in the portfolio.
Our oil services holdings, most notably Cooper Cameron, performed quite well and
helped us achieve positive gains in the poor performing energy sector. Our
biotechnology holdings, highlighted by Biogen's strong performance, also buoyed
returns in a healthcare sector that was hard hit during this reporting period.
  Our holdings in interest rate sensitive sectors like basic materials, capital
goods, consumer cyclicals, and financial services disappointed. This was not
generally a result of earnings shortfalls -- profits in these sectors remained
relatively strong. It was more a function of investors' concern that future
earnings are jeopardized by rising interest rates and the prospect of a
considerably less robust economy. These are reasonable concerns. The Federal
Reserve appears committed to slowing the economy and cyclical company earnings
may be peaking. However, cyclical stocks are now priced as if a recession is
just around the corner. We

                                      A-28
<PAGE>
- ----------------------------------------------------------------------
          Socially Responsive Assets (Cont'd)
don't think that's likely to happen. In fact, we believe earnings will be better
than anticipated and that these stocks should be given materially higher
valuations.
  It has been a very narrow market, with a small percentage of stocks (primarily
in the hot technology sectors), posting spectacular gains and the majority of
stocks languishing or retreating. It has also been an unforgiving market. For
example, Unisys, in our opinion a great company doing all the right things to
improve long term profitability, lost nearly 30% of its market value over the
last six months for reporting a Y2K oriented revenue shortfall. Tyco, another
portfolio holding with an exceptional track record, lost 25% of its market value
after a newsletter writer criticized its merger accounting methods. We've
reviewed Tyco's accounting procedures and in our opinion, they conform to
accepted principles. This market has bedeviled investors in some very good
companies. But, long term investors must have patience and we think our patience
with these stocks will be rewarded.
  Finally, we are concerned that investors are succumbing to the lure of instant
riches in what is being touted as a new investment era. "New" is fast becoming
the most overused word in everyone's investment vocabulary. The financial press
is trumpeting promising new technologies being developed by "new economy"
companies, and the "new paradigm" has replaced time honored investment
principles. At the risk of sounding old fashioned, we still believe that things
like earnings and valuations matter. We are not sticking our heads in the sand
and ignoring all the dynamic technology driven changes in the American economy.
We will participate, but not by paying what we believe are excessive multiples
for every new idea. We still believe that we will benefit by investing in
undervalued companies in a range of industries that will use new technologies to
invigorate their businesses and technology companies with real earnings or
substantial evidence pointing toward future profitability.
  As is our custom, we will briefly detail a portfolio company that we believe
has investment merit and qualifies as a solid corporate citizen.

                                      A-29
<PAGE>
- ----------------------------------------------------------------------
          Socially Responsive Assets (Cont'd)
Be advised this is an example of our investment discipline, not a
recommendation. Enron is a major natural gas distributor that also owns and
operates natural gas, electric and water utilities. The company recently
announced it will be building a state-of-the-art fiber optic telecommunications
network along its 12,000 mile gas pipeline. Enron isn't cheap on the basis of
current earnings, but we have confidence this financially strong, exceptionally
well managed company can boost earnings significantly with its entry into
telecommunications.
  Of course, Enron wouldn't be in our portfolio if it weren't also a socially
responsive company. Natural gas is the most environmentally friendly fuel. Enron
is also an active investor in solar energy and wind power projects. Finally, due
to its progressive work place policies, generous employee benefits, and its
policy of providing stock options to all employees, Enron has been cited by
Fortune Magazine as "one of the hundred best places to work."
  In closing, we are disappointed with the Fund's performance in this very
challenging period. However, we have not lost confidence in the principle that
buying high quality, socially responsive companies at opportunistic prices will
generate attractive long term investment returns.

Sincerely,

/s/ Janet Prindle

Janet Prindle
PORTFOLIO MANAGER

*For index definitions, refer to page A-32, titled "Glossary of Indices." The
 Portfolio invests in many securities not included in the indices listed.
 The composition, industries and holdings of the Portfolio are subject to
 change. Socially Responsive Portfolio is invested in a wide array of stocks and
 no single holding makes up more than a small fraction of the Portfolio's total
 assets.
 Past performance is no guarantee of future results.

                                      A-30
<PAGE>
- ----------------------------------------------------------------------
          Socially Responsive Assets (Cont'd)

 The investments for the Portfolio are managed by the same portfolio manager(s)
 who manage one or more other mutual funds that have similar names, investment
 objectives and investment styles as the Portfolio. You should be aware that the
 Portfolio is likely to differ from the other mutual funds in size, cash flow
 pattern and tax matters. Accordingly, the holdings and performance of the
 Portfolio can be expected to vary from those of the other mutual funds.

 Neuberger Berman Management Inc.-Registered Trademark- previously absorbed
 certain operating expenses of Neuberger Berman Socially Responsive Fund. Absent
 such arrangement, the total returns would have been less.

                                      A-31
<PAGE>
GLOSSARY OF INDICES

<TABLE>
<S>                                        <C>
S&P 500 INDEX:                             An unmanaged index generally
                                           considered to be representative of
                                           stock market activity.
RUSSELL 1000-REGISTERED TRADEMARK-INDEX:   Measures the performance of the 1,000
                                           largest companies in the Russell
                                           3000-Registered Trademark- Index
                                           (which measures the performance of
                                           the 3,000 largest U.S. companies
                                           based on total market
                                           capitalization). The Russell 1000
                                           Index represents approximately 92% of
                                           the total market capitalization of
                                           the Russell 3000 Index.
RUSSELL 1000-REGISTERED TRADEMARK-VALUE    Measures the performance of those
INDEX:                                     Russell 1000 companies with lower
                                           price-to-book ratios and lower
                                           forecasted growth values.
RUSSELL 2000-REGISTERED TRADEMARK-INDEX:   An unmanaged index consisting of
                                           securities of the 2,000 issuers
                                           having the smallest capitalization in
                                           the Russell 3000-Registered
                                           Trademark- Index, representing
                                           approximately 8% of the Russell 3000
                                           total market capitalization. The
                                           smallest company's market
                                           capitalization is roughly $178
                                           million.
RUSSELL 2000-REGISTERED TRADEMARK-GROWTH   Measures the performance of those
INDEX:                                     Russell 2000-Registered Trademark-
                                           Index companies with higher
                                           price-to-book ratios and higher
                                           forecasted growth values.
RUSSELL 2000-REGISTERED TRADEMARK-VALUE    Measures the performance of those
INDEX:                                     Russell 2000-Registered Trademark-
                                           Index companies with lower
                                           price-to-book ratios and lower
                                           forecasted growth values.
RUSSELL 1000-REGISTERED TRADEMARK-GROWTH   Measures the performance of the
INDEX:                                     Russell 1000-Registered Trademark-
                                           companies with higher price-to-book
                                           ratios and higher forecasted growth
                                           values.
EAFE-REGISTERED TRADEMARK- INDEX:          Also known as the Morgan Stanley
                                           Capital International Europe,
                                           Australasia, Far East Index. An
                                           unmanaged index of over 1,000 foreign
                                           stock prices. The index is translated
                                           into U.S. dollars and includes
                                           reinvestment of all dividends and
                                           capital gain distributions.
RUSSELL MIDCAP-TM- GROWTH INDEX:           An unmanaged index that measures the
                                           performance of those Russell Midcap
                                           Index companies with higher
                                           price-to-book ratios and higher
                                           forecasted growth values.
RUSSELL MIDCAP-TM- VALUE INDEX:            An unmanaged index that measures the
                                           performance of those Russell
                                           Midcap-TM- Index companies with lower
                                           price-to-book ratios and lower
                                           forecasted growth values.
</TABLE>

Please note that indices do not take into account any fees and expenses of the
individual securities that they track and that individuals cannot invest
directly in any index. Data about the performance of these indices are prepared
or obtained by Neuberger Berman Management Inc. and include reinvestment of all
dividends and capital gain distributions. The Portfolio may invest in many
securities not included in the above-described indices.

                                      A-32
<PAGE>
PERFORMANCE HIGHLIGHTS

<TABLE>
<CAPTION>
                                                           FOR PERIODS
                                                          ENDED 3/31/00
                               SIX MONTH       -----------------------------------
                                 PERIOD               AVERAGE ANNUAL TOTAL
NEUBERGER BERMAN                 ENDED                     RETURNS(1)
EQUITY ASSETS                  2/29/00(1)        1 YR          5 YR         10 YR
<S>                            <C>             <C>           <C>           <C>
- ----------------------------------------------------------------------------------
FOCUS ASSETS(2)                 +21.11%        +36.16%       +24.15%       +18.83%
GUARDIAN ASSETS                  -3.00%         +8.30%       +13.52%       +14.15%
PARTNERS ASSETS                  -3.47%         +5.42%       +17.90%       +14.92%
SOCIALLY RESPONSIVE
 ASSETS                          -9.95%         +6.63%       +18.27%       +15.61%(3)
S&P 500 INDEX(4)                 +4.11%        +17.94%       +26.75%       +18.82%
RUSSELL 1000 VALUE
 INDEX(4)                        -8.88%         +6.34%       +20.97%       +15.99%
MANHATTAN ASSETS                +88.72%        +91.79%       +29.12%       +20.16%
RUSSELL MIDCAP GROWTH
 INDEX(4)                       +67.32%        +77.20%       +30.32%       +21.69%
GENESIS ASSETS                   +6.65%        +26.16%       +17.94%       +14.11%
RUSSELL 2000 INDEX(4)           +35.82%        +37.29%       +17.24%       +14.44%
MILLENNIUM ASSETS*              +126.25%       +160.89%      +170.22%(3)     N/A
RUSSELL 2000 GROWTH
 INDEX(4)                       +66.04%        +59.05%         N/A           N/A
</TABLE>

 *MILLENNIUM ASSETS STARTED OPERATIONS ON JANUARY 26, 2000. RETURNS PRIOR TO
  JANUARY 26, 2000 ARE FOR MILLENNIUM FUND, WHICH INVESTS IN THE SAME PORTFOLIO
  OF SECURITIES AND COMMENCED OPERATIONS ON OCTOBER 20, 1998. THE START UP OF
  MILLENNIUM FUND ROUGHLY COINCIDED WITH A PERIOD OF ACCELERATED GROWTH IN THE
  SMALL-CAP GROWTH SECTOR OF THE STOCK MARKET, AND ITS INVESTMENT IN IPOS HAD A
  SIGNIFICANT IMPACT ON PERFORMANCE. THERE CAN BE NO ASSURANCE THAT THESE
  FACTORS WILL CONTINUE TO HAVE A POSITIVE EFFECT ON MILLENNIUM ASSETS. AND
  SINCE MILLENNIUM ASSETS IS RELATIVELY SMALL IN ASSET SIZE, IT MAY BE EASIER TO
  ACHIEVE HIGHER RETURNS IN A SMALL FUND THAN IN A LARGER FUND. BECAUSE OF THE
  FUND'S AGGRESSIVE INVESTMENT APPROACH, ITS SHARE PRICE IS SUBJECT TO GREATER
  VOLATILITY THAN MAY BE FOUND IN A MORE CONSERVATIVE FUND; CONSEQUENTLY, THE
  FUND'S CURRENT PERFORMANCE MAY BE LESS THAN THAT SHOWN.
   Neuberger Berman Focus Assets, Neuberger Berman Guardian Assets, and
Neuberger Berman Manhattan Assets each commenced operations in September 1996
and Neuberger Berman Partners Assets, Genesis Assets, Socially Responsive
Assets, and Millennium Assets, commenced operations in August 1996, April 1997,
June 1999, and January 2000, respectively.
   The Funds have identical investment objectives and policies, and invest in
the same Portfolio as other funds ("Sister Funds") of similar names, which are
also managed by Neuberger Berman Management Inc. ("NBMI") The performance
information for the Funds prior to their commencement of operations are for the
Sister Funds. NBMI currently absorbs certain operating expenses of each Fund and
their pro rata share of their Portfolio's operating expenses which, in the
aggregate, exceed 1.50% per annum (1.75% for Millennium) of each Fund's average
daily net assets, until December 31, 2009 (Socially Responsive Assets and
Millennium Assets until December 31, 2002). NBMI previously agreed to waive a
portion of the

                                      B-1
<PAGE>
management fee borne directly by Neuberger Berman Genesis Portfolio and
indirectly by Neuberger Berman Genesis Assets. Absent such arrangements, the
average annual total returns of the Funds would have been less. The total
returns for periods prior to the Funds' commencement of operations would have
been lower had they reflected the higher expense ratios of the Funds as compared
to those of the Sister Funds.
1) "Total return" includes reinvestment of dividends and distributions. Results
   represent past performance and do not indicate future results. The value of
   an investment in the Fund and the return on the investment both will
   fluctuate, and redemption proceeds may be higher or lower than an investor's
   original cost.
2) Prior to November 1, 1991, the investment policies of its Sister Fund
   required that it invest a substantial portion of its assets in the energy
   field; accordingly, performance results prior to that time do not necessarily
   reflect the level of performance that may be expected under the Assets'
   current investment policies.
3) From inception of Sister Fund.
4) The S&P 500 Index is widely regarded as the standard for measuring large-cap
   U.S. stock market performance and includes a representative sample of leading
   companies in leading industries. The Russell 1000-Registered Trademark- Index
   measures the performance of the 1,000 largest companies in the Russell
   3000-Registered Trademark-Index (which measures the performance of the 3,000
   largest U.S. companies based on total market capitalization). The Russell
   1000 Index represents approximately 92% of the total market capitalization of
   the Russell 3000 Index. The Russell 1000 Value Index measures the performance
   of those Russell 1000 companies with lower price-to-book ratios and lower
   forecasted growth values. The Russell Midcap Growth Index measures the
   performance of those Russell Midcap-TM- Index companies with higher
   price-to-book ratios and higher forecasted growth values. The Russell Midcap
   Value Index measures the performance of those Russell Midcap companies with
   lower price-to-book ratios and lower forecasted growth values. The Russell
   Midcap Index measures the performance of the 800 smallest companies in the
   Russell 1000 Index, which represents approximately 26% of the total market
   capitalization of the Russell 1000 Index (which, in turn, consists of the
   1,000 largest U.S. companies, based on market capitalization). The Russell
   2000 Index is an unmanaged index consisting of the securities of the 2,000
   issuers having the smallest capitalization in the Russell 3000 Index,
   representing approximately 8% of the Russell 3000 total market
   capitalization. The smallest company's market capitalization is roughly $178
   million. The Russell 2000 Growth Index measures the performance of those
   Russell 2000 Index companies with higher price-to-book ratios and higher
   forecasted growth values. Please note that indices do not take into account
   any fees and expenses of investing in the individual securities that they
   track, and that individuals cannot invest directly in any index. Data about
   the performance of these indices are prepared or obtained by NBMI and include
   reinvestment of all dividends and distributions. The Portfolios may invest in
   many securities not included in any of the above-described indices.
 THE RISKS INVOLVED IN SEEKING CAPITAL APPRECIATION FROM INVESTMENTS PRIMARILY
 IN COMPANIES WITH SMALL MARKET CAPITALIZATION ARE SET FORTH IN THE PROSPECTUS.

                                      B-2
<PAGE>
                 (This page has been left blank intentionally.)

                                      B-3
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
Neuberger Berman
- ----------------------------------------------------------------------
          Equity Assets

<TABLE>
<CAPTION>
                                                        FOCUS         GENESIS       GUARDIAN
(000'S OMITTED EXCEPT PER SHARE AMOUNTS)               ASSETS         ASSETS         ASSETS
<S>                                                 <C>            <C>            <C>
                                                    -------------------------------------------
ASSETS
      Investment in corresponding Portfolio, at
        value (Note A)                              $      4,293   $     82,190   $     23,703
      Deferred organization costs (Note A)                    18             25             17
      Receivable for Trust shares sold                        15             98              1
      Receivable from administrator -- net
        (Note B)                                              14             --             --
                                                    -------------------------------------------
                                                           4,340         82,313         23,721
                                                    -------------------------------------------
LIABILITIES
      Payable for Fund expenses (Note B)                      --             --             --
      Payable for Trust shares redeemed                       --            178             49
      Payable to administrator -- net (Note B)                --             38             23
      Accrued expenses                                        25             53             25
                                                    -------------------------------------------
                                                              25            269             97
                                                    -------------------------------------------
NET ASSETS at value                                 $      4,315   $     82,044   $     23,624
                                                    -------------------------------------------

NET ASSETS consist of:
      Par value                                     $         --   $          6   $          2
      Paid-in capital in excess of par value               3,535         75,785         23,611
      Accumulated undistributed net investment
        income (loss)                                         (9)          (163)           (11)
      Accumulated net realized gains (losses) on
        investment                                           221          1,842            652
      Net unrealized appreciation (depreciation)
        in value of investment                               568          4,574           (630)
                                                    -------------------------------------------
NET ASSETS at value                                 $      4,315   $     82,044   $     23,624
                                                    -------------------------------------------

SHARES OUTSTANDING
      ($.001 par value; unlimited shares
        authorized)                                          240          6,090          1,812
                                                    -------------------------------------------

NET ASSET VALUE, offering and redemption price per
  share                                                   $17.99         $13.47         $13.04
                                                    -------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      B-4
<PAGE>
                                                   February 29, 2000 (Unaudited)
- ----------------------------------------------------------------------
          Equity Assets

<TABLE>
<CAPTION>
                                                                                                   SOCIALLY
                                                      MANHATTAN     MILLENNIUM      PARTNERS      RESPONSIVE
                                                       ASSETS         ASSETS         ASSETS         ASSETS
<S>                                                 <C>            <C>            <C>            <C>
                                                    ----------------------------------------------------------
ASSETS
      Investment in corresponding Portfolio, at
        value (Note A)                              $      4,675   $         66   $     54,988   $        228
      Deferred organization costs (Note A)                    18             --             17             --
      Receivable for Trust shares sold                        25             --             39             --
      Receivable from administrator -- net
        (Note B)                                              23             45             --             80
                                                    ----------------------------------------------------------
                                                           4,741            111         55,044            308
                                                    ----------------------------------------------------------
LIABILITIES
      Payable for Fund expenses (Note B)                      --             38             --             75
      Payable for Trust shares redeemed                       --             --            125              5
      Payable to administrator -- net (Note B)                --             --             30             --
      Accrued expenses                                        27              7             27             19
                                                    ----------------------------------------------------------
                                                              27             45            182             99
                                                    ----------------------------------------------------------
NET ASSETS at value                                 $      4,714   $         66   $     54,862   $        209
                                                    ----------------------------------------------------------

NET ASSETS consist of:
      Par value                                     $         --   $         --   $          4   $         --
      Paid-in capital in excess of par value               2,682             55         53,150            230
      Accumulated undistributed net investment
        income (loss)                                        (15)            --             26             --
      Accumulated net realized gains (losses) on
        investment                                           135             --            519             (8)
      Net unrealized appreciation (depreciation)
        in value of investment                             1,912             11          1,163            (13)
                                                    ----------------------------------------------------------
NET ASSETS at value                                 $      4,714   $         66   $     54,862   $        209
                                                    ----------------------------------------------------------

SHARES OUTSTANDING
      ($.001 par value; unlimited shares
        authorized)                                          172              5          3,830             24
                                                    ----------------------------------------------------------

NET ASSET VALUE, offering and redemption price per
  share                                                   $27.44         $12.49         $14.33          $8.87
                                                    ----------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      B-5
<PAGE>
STATEMENTS OF OPERATIONS
Neuberger Berman
- ----------------------------------------------------------------------
          Equity Assets

<TABLE>
<CAPTION>
                                                        FOCUS        GENESIS       GUARDIAN
                                                        ASSETS        ASSETS        ASSETS
                                                       For the       For the        For the
                                                      Six Months    Six Months    Six Months
                                                        Ended         Ended          Ended
                                                     February 29,  February 29,  February 29,
                                                         2000          2000          2000
(000'S OMITTED)                                      (UNAUDITED)   (UNAUDITED)    (UNAUDITED)
<S>                                                  <C>           <C>           <C>
                                                     -----------------------------------------
INVESTMENT INCOME
    Investment income from corresponding Portfolio
      (Note A)                                        $       10    $      497   $        191
                                                     -----------------------------------------
    Expenses:
      Administration fee (Note B)                              5           163             50
      Amortization of deferred organization and
        initial offering expenses (Note A)                     6             6              6
      Auditing fees                                            2             3              3
      Custodian fees                                           5             5              5
      Distribution fees (Note B)                               3           102             32
      Legal fees                                               4             4              5
      Registration and filing fees                            25            41             25
      Shareholder reports                                     14            38              7
      Shareholder servicing agent fees                         8             9              8
      Trustees' fees and expenses                             --             1             --
      Miscellaneous                                            1             2              1
      Expenses from corresponding Portfolio
        (Notes A & B)                                          7           309             59
                                                     -----------------------------------------
        Total expenses                                        80           683            201
      Expenses reimbursed by administrator and/or
        reduced by custodian fee expense offset
        arrangement (Note B)                                 (61)          (70)           (12)
                                                     -----------------------------------------
        Total net expenses                                    19           613            189
                                                     -----------------------------------------
        Net investment income (loss)                          (9)         (116)             2
                                                     -----------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  FROM CORRESPONDING PORTFOLIO (NOTE A)
    Net realized gain (loss) on investment
      securities                                             220         3,450          1,158
    Net realized loss on option contracts                     --            --           (536)
    Net realized loss on financial futures
      contracts                                               --            --            (27)
    Change in net unrealized appreciation
      (depreciation) of investment securities,
      financial futures contracts, and option
      contracts                                              226         2,127         (1,326)
                                                     -----------------------------------------
        Net gain (loss) on investments from
          corresponding Portfolio (Note A)                   446         5,577           (731)
                                                     -----------------------------------------
        Net increase (decrease) in net assets
          resulting from operations                   $      437    $    5,461   $       (729)
                                                     -----------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      B-6
<PAGE>
- ----------------------------------------------------------------------
          Equity Assets

<TABLE>
<CAPTION>
                                                                                                       SOCIALLY
                                                      MANHATTAN       MILLENNIUM        PARTNERS      RESPONSIVE
                                                       ASSETS           ASSETS           ASSETS         ASSETS
                                                                        For the
                                                                      Period from
                                                       For the     January 26, 2000      For the        For the
                                                     Six Months      (Commencement     Six Months     Six Months
                                                        Ended      of Operations) to      Ended          Ended
                                                    February 29,     February 29,     February 29,   February 29,
                                                        2000             2000             2000           2000
                                                     (UNAUDITED)      (UNAUDITED)      (UNAUDITED)    (UNAUDITED)
<S>                                                 <C>            <C>                <C>            <C>
                                                    --------------------------------------------------------------
INVESTMENT INCOME
    Investment income from corresponding Portfolio
      (Note A)                                      $          5     $         --     $        469   $          1
                                                    --------------------------------------------------------------
    Expenses:
      Administration fee (Note B)                              6               --              121             --
      Amortization of deferred organization and
        initial offering expenses (Note A)                     5               --                6             --
      Auditing fees                                            3                1                3              2
      Custodian fees                                           5                1                5              5
      Distribution fees (Note B)                               3               --               76             --
      Legal fees                                               4                5                4              8
      Registration and filing fees                            26               33               34             51
      Shareholder reports                                      9                5               12             12
      Shareholder servicing agent fees                         8               --                8             --
      Trustees' fees and expenses                             --               --               --             --
      Miscellaneous                                            1               --                1              2
      Expenses from corresponding Portfolio
        (Notes A & B)                                          8               --              143              1
                                                    --------------------------------------------------------------
        Total expenses                                        78               45              413             81
      Expenses reimbursed by administrator and/or
        reduced by custodian fee expense offset
        arrangement (Note B)                                 (58)             (45)              --            (80)
                                                    --------------------------------------------------------------
        Total net expenses                                    20               --              413              1
                                                    --------------------------------------------------------------
        Net investment income (loss)                         (15)              --               56             --
                                                    --------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  FROM CORRESPONDING PORTFOLIO (NOTE A)
    Net realized gain (loss) on investment
      securities                                             142               --              694             (7)
    Net realized loss on option contracts                     --               --               --             --
    Net realized loss on financial futures
      contracts                                               --               --               --             --
    Change in net unrealized appreciation
      (depreciation) of investment securities,
      financial futures contracts, and option
      contracts                                            1,841               11           (2,738)           (12)
                                                    --------------------------------------------------------------
        Net gain (loss) on investments from
          corresponding Portfolio (Note A)                 1,983               11           (2,044)           (19)
                                                    --------------------------------------------------------------
        Net increase (decrease) in net assets
          resulting from operations                 $      1,968     $         11     $     (1,988)  $        (19)
                                                    --------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      B-7
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
Neuberger Berman
- ----------------------------------------------------------------------
          Equity Assets

<TABLE>
<CAPTION>
                                                           FOCUS ASSETS               GENESIS ASSETS
                                                      Six Months                 Six Months
                                                        Ended         Year         Ended          Year
                                                     February 29,     Ended     February 29,     Ended
                                                         2000      August 31,       2000       August 31,
(000'S OMITTED)                                      (UNAUDITED)      1999      (UNAUDITED)       1999
<S>                                                  <C>           <C>          <C>           <C>
                                                     -----------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
    Net investment income (loss)                      $       (9)  $       (9)   $     (116)  $        93
    Net realized gain (loss) on investments from
      corresponding Portfolio (Note A)                       220          216         3,450        (1,746)
    Change in net unrealized appreciation
      (depreciation) of investments from
      corresponding Portfolio (Note A)                       226          435         2,127         8,646
                                                     -----------------------------------------------------
    Net increase (decrease) in net assets
      resulting from operations                              437          642         5,461         6,993
                                                     -----------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
    Net investment income                                     --           --           (66)         (113)
    Net realized gain on investments                        (194)          (1)           --            --
                                                     -----------------------------------------------------
    Total distributions to shareholders                     (194)          (1)          (66)         (113)
                                                     -----------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
    Proceeds from shares sold in initial
      capitalization of the Fund (Note A)                     --           --            --            --
    Proceeds from shares sold to the public                2,756        2,252        17,356        69,021
    Proceeds from reinvestment of dividends and
      distributions                                          192            1            33            58
    Payments for shares redeemed                            (775)      (1,471)      (22,545)      (18,620)
                                                     -----------------------------------------------------
    Net increase (decrease) from Trust share
      transactions                                         2,173          782        (5,156)       50,459
                                                     -----------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS                      2,416        1,423           239        57,339
NET ASSETS:
    Beginning of period                                    1,899          476        81,805        24,466
                                                     -----------------------------------------------------
    End of period                                     $    4,315   $    1,899    $   82,044   $    81,805
                                                     -----------------------------------------------------
    Accumulated undistributed net investment
      income (loss) at end of period                  $       (9)  $       --    $     (163)  $        19
                                                     -----------------------------------------------------

NUMBER OF TRUST SHARES:
    Sold in initial capitalization of the Fund
      (Note A)                                                --           --            --            --
    Sold to the public                                       156          176         1,385         5,696
    Issued on reinvestment of dividends and
      distributions                                           11           --             2             5
    Redeemed                                                 (44)        (101)       (1,770)       (1,521)
                                                     -----------------------------------------------------
    Net increase (decrease) in shares outstanding            123           75          (383)        4,180
                                                     -----------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      B-8
<PAGE>
- ----------------------------------------------------------------------
          Equity Assets

<TABLE>
<CAPTION>
                                                                              MANHATTAN              MILLENNIUM
                                               GUARDIAN ASSETS                  ASSETS                 ASSETS
                                                                                                     Period from
                                                                                                  January 26, 2000
                                           Six Months                  Six Months                   (Commencement
                                             Ended          Year         Ended          Year      of Operations) to
                                          February 29,     Ended      February 29,     Ended        February 29,
                                              2000       August 31,       2000       August 31,         2000
                                          (UNAUDITED)       1999      (UNAUDITED)       1999         (UNAUDITED)
<S>                                       <C>           <C>           <C>           <C>           <C>
                                          -------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
    Net investment income (loss)          $         2   $         6   $       (15)  $        (5)      $        --
    Net realized gain (loss) on
      investments from corresponding
      Portfolio (Note A)                          595          (164)          142           (16)               --
    Change in net unrealized
      appreciation (depreciation) of
      investments from corresponding
      Portfolio (Note A)                       (1,326)        4,816         1,841            99                11
                                          -------------------------------------------------------------------------
    Net increase (decrease) in net
      assets resulting from operations           (729)        4,658         1,968            78                11
                                          -------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
    Net investment income                         (19)           --            --            --                --
    Net realized gain on investments             (168)           --            --            (1)               --
                                          -------------------------------------------------------------------------
    Total distributions to shareholders          (187)           --            --            (1)               --
                                          -------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
    Proceeds from shares sold in initial
      capitalization of the Fund
      (Note A)                                     --            --            --            --                --
    Proceeds from shares sold to the
      public                                    1,470         5,961         1,453         1,649                55
    Proceeds from reinvestment of
      dividends and distributions                 182            --            --             1                --
    Payments for shares redeemed               (1,941)       (3,339)         (424)         (218)               --
                                          -------------------------------------------------------------------------
    Net increase (decrease) from Trust
      share transactions                         (289)        2,622         1,029         1,432                55
                                          -------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS          (1,205)        7,280         2,997         1,509                66
NET ASSETS:
    Beginning of period                        24,829        17,549         1,717           208                --
                                          -------------------------------------------------------------------------
    End of period                         $    23,624   $    24,829   $     4,714   $     1,717       $        66
                                          -------------------------------------------------------------------------
    Accumulated undistributed net
      investment income (loss) at end of
      period                              $       (11)  $         6   $       (15)  $        --       $        --
                                          -------------------------------------------------------------------------

NUMBER OF TRUST SHARES:
    Sold in initial capitalization of
      the Fund (Note A)                            --            --            --            --                --
    Sold to the public                            108           452            75           114                 5
    Issued on reinvestment of dividends
      and distributions                            13            --            --            --                --
    Redeemed                                     (143)         (241)          (21)          (15)               --
                                          -------------------------------------------------------------------------
    Net increase (decrease) in shares
      outstanding                                 (22)          211            54            99                 5
                                          -------------------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      B-9
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS(Cont'd)
Neuberger Berman
- ----------------------------------------------------------------------
          Equity Assets

<TABLE>
<CAPTION>
                                                                            SOCIALLY RESPONSIVE
                                                                                  ASSETS
                                               PARTNERS ASSETS                         Period from
                                           Six Months                  Six Months     June 9, 1999
                                             Ended          Year         Ended        (Commencement
                                          February 29,     Ended      February 29,  of Operations) to
                                              2000       August 31,       2000         August 31,
(000'S OMITTED)                           (UNAUDITED)       1999      (UNAUDITED)         1999
<S>                                       <C>           <C>           <C>           <C>
                                          -----------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
    Net investment income (loss)          $        56   $       249   $        --      $        --
    Net realized gain (loss) on
      investments from corresponding
      Portfolio (Note A)                          694         3,694            (7)              (1)
    Change in net unrealized
      appreciation (depreciation) of
      investments from corresponding
      Portfolio (Note A)                       (2,738)        8,416           (12)              (1)
                                          -----------------------------------------------------------
    Net increase (decrease) in net
      assets resulting from operations         (1,988)       12,359           (19)              (2)
                                          -----------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
    Net investment income                         (39)         (257)           --               --
    Net realized gain on investments           (3,463)           --            --               --
                                          -----------------------------------------------------------
    Total distributions to shareholders        (3,502)         (257)           --               --
                                          -----------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
    Proceeds from shares sold in initial
      capitalization of the Fund
      (Note A)                                     --            --            --              100
    Proceeds from shares sold to the
      public                                    5,494        41,194           122               11
    Proceeds from reinvestment of
      dividends and distributions               3,328           238            --               --
    Payments for shares redeemed              (10,902)      (20,381)           (3)              --
                                          -----------------------------------------------------------
    Net increase (decrease) from Trust
      share transactions                       (2,080)       21,051           119              111
                                          -----------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS          (7,570)       33,153           100              109
NET ASSETS:
    Beginning of period                        62,432        29,279           109               --
                                          -----------------------------------------------------------
    End of period                         $    54,862   $    62,432   $       209      $       109
                                          -----------------------------------------------------------
    Accumulated undistributed net
      investment income (loss) at end of
      period                              $        26   $         9   $        --      $        --
                                          -----------------------------------------------------------

NUMBER OF TRUST SHARES:
    Sold in initial capitalization of
      the Fund (Note A)                            --            --            --               10
    Sold to the public                            359         2,928            13                1
    Issued on reinvestment of dividends
      and distributions                           223            15            --               --
    Redeemed                                     (719)       (1,301)           --               --
                                          -----------------------------------------------------------
    Net increase (decrease) in shares
      outstanding                                (137)        1,642            13               11
                                          -----------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      B-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)
- ----------------------------------------------------------------------
          Equity Assets

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1) GENERAL: Neuberger Berman Focus Assets ("Focus"), Neuberger Berman Genesis
   Assets ("Genesis"), Neuberger Berman Guardian Assets ("Guardian"), Neuberger
   Berman Manhattan Assets ("Manhattan"), Neuberger Berman Millennium Assets
   ("Millennium"), Neuberger Berman Partners Assets ("Partners"), and Neuberger
   Berman Socially Responsive Assets ("Socially Responsive") (collectively, the
   "Funds") are separate operating series of Neuberger Berman Equity Assets (the
   "Trust"), a Delaware business trust organized pursuant to a Trust Instrument
   dated October 18, 1993. The Trust is registered as a diversified, open-end
   management investment company under the Investment Company Act of 1940, as
   amended (the "1940 Act"), and its shares are registered under the Securities
   Act of 1933, as amended (the "1933 Act"). Millennium and Socially Responsive
   had no operations until January 26, 2000 and June 9, 1999, respectively,
   other than matters relating to their organization and registration as
   diversified, open-end management investment companies under the 1940 Act, and
   registration of their shares under the 1933 Act, and for Socially Responsive
   the sale and issuance of 10,000 shares to Neuberger Berman Management Inc.
   ("Management") on December 24, 1998. The trustees of the Trust may establish
   additional series or classes of shares without the approval of shareholders.
      The assets of each Fund belong only to that Fund, and the liabilities of
   each Fund are borne solely by that Fund and no other.
      Each Fund seeks to achieve its investment objective by investing all of
   its net investable assets in its corresponding portfolio of Equity Managers
   Trust (each a "Portfolio") having the same investment objective and policies
   as the Fund. The value of each Fund's investment in its corresponding
   Portfolio reflects that Fund's proportionate interest in the net assets of
   that Portfolio (0.25%, 5.34%, 0.65%, 0.38%, 0.02%, 1.87%, and 0.18%, for
   Focus, Genesis, Guardian, Manhattan, Millennium, Partners, and Socially
   Responsive, respectively, at February 29, 2000). On November 16, 1999, 63.72%
   of Neuberger Berman Socially Responsive Portfolio was held by another
   regulated investment company, which redeemed its interest in the Portfolio
   through a redemption in kind on that date. Management carried out this
   transaction in a way that minimized the effect on the Portfolio. The
   performance of each Fund is directly affected by the performance of its
   corresponding Portfolio. The financial statements of each Portfolio,
   including the Schedule of Investments, are included elsewhere in this report
   and should be read in conjunction with the corresponding Fund's financial
   statements.

                                      B-11
<PAGE>
2) PORTFOLIO VALUATION: Each Fund records its investment in its corresponding
   Portfolio at value. Investment securities held by each Portfolio are valued
   as indicated in the notes following the Portfolios' Schedule of Investments.
3) TAXES: The Funds are treated as separate entities for U.S. Federal income tax
   purposes. It is the policy of Focus, Genesis, Guardian, Manhattan, Partners,
   and Socially Responsive to continue to and the intention of Millennium to
   qualify as regulated investment companies by complying with the provisions
   available to certain investment companies, as defined in applicable sections
   of the Internal Revenue Code, and to make distributions of investment company
   taxable income and net capital gains (after reduction for any amounts
   available for U.S. Federal income tax purposes as capital loss carryforwards)
   sufficient to relieve it from all, or substantially all, U.S. Federal income
   taxes. Accordingly, each Fund paid no U.S. Federal income taxes and no
   provision for U.S. Federal income taxes was required.
4) DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Each Fund earns income, net of
   Portfolio expenses, daily on its investment in its corresponding Portfolio.
   Income dividends and distributions from net realized capital gains, if any,
   are normally distributed in December. Guardian generally distributes
   substantially all of its net investment income, if any, at the end of each
   calendar quarter. Income dividends and capital gain distributions to
   shareholders are recorded on the ex-dividend date. To the extent each Fund's
   net realized capital gains, if any, can be offset by capital loss
   carryforwards ($25,405 and $240 expiring in 2007 for Genesis and Socially
   Responsive, respectively, determined as of August 31, 1999), it is the policy
   of each Fund not to distribute such gains.
      Each Fund distinguishes between dividends on a tax basis and a financial
   reporting basis and only distributions in excess of tax basis earnings and
   profits are reported in the financial statements as a return of capital.
   Differences in the recognition or classification of income between the
   financial statements and tax earnings and profits which result in temporary
   over-distributions for financial statement purposes are classified as
   distributions in excess of net investment income or accumulated net realized
   gains.
5) ORGANIZATION EXPENSES: Organization expenses incurred by Focus, Genesis,
   Guardian, Manhattan, and Partners are being amortized on a straight-line
   basis over a five-year period. At February 29, 2000, the unamortized balance
   of such expenses amounted to $17,675, $25,392, $17,674, $17,633, and $16,914,
   for Focus, Genesis, Guardian, Manhattan, and Partners, respectively.
6) EXPENSE ALLOCATION: Each Fund bears all costs of its operations. Expenses
   incurred by the Trust with respect to any two or more Funds are allocated in

                                      B-12
<PAGE>
   proportion to the net assets of such Funds, except where a more appropriate
   allocation of expenses to each Fund can otherwise be made fairly. Expenses
   directly attributable to a Fund are charged to that Fund.
7) OTHER: All net investment income and realized and unrealized capital gains
   and losses of each Portfolio are allocated pro rata among its respective
   Funds and any other investors in the Portfolio.

NOTE B -- ADMINISTRATION FEES, DISTRIBUTION ARRANGEMENTS, AND OTHER TRANSACTIONS
          WITH AFFILIATES:
   Each Fund retains Management as its administrator under an Administration
Agreement ("Agreement"). Pursuant to this Agreement each Fund pays Management an
administration fee at the annual rate of 0.40% of that Fund's average daily net
assets. Each Fund indirectly pays for investment management services through its
investment in its corresponding Portfolio (see Note B of Notes to Financial
Statements of the Portfolios).
   Management acts as agent in arranging for the sale of Fund shares without
commission and bears advertising and promotion expenses. The trustees of the
Trust have adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the
"Plan"). The Plan provides that, as compensation for administrative and other
services provided to the Funds, Management's activities and expenses related to
the sale and distribution of Fund shares, and ongoing services provided to
investors in the Funds, Management receives from each Fund a fee at the annual
rate of 0.25% of that Fund's average daily net assets. Management pays this
amount to institutions that distribute Fund shares and provide services to the
Funds and their shareholders. Those institutions may use the payments for, among
other purposes, compensating employees engaged in sales and/or shareholder
servicing. The amount of fees paid by each Fund during any year may be more or
less than the cost of distribution and other services provided to that Fund.
NASD rules limit the amount of annual distribution fees that may be paid by a
mutual fund and impose a ceiling on the cumulative distribution fees paid. The
Trust's Plan complies with those rules.
   Management has undertaken to reimburse Focus, Genesis, Guardian, Manhattan,
and Partners through December 31, 2009, and Millennium and Socially Responsive
through December 31, 2002, for their operating expenses plus their pro rata
portion of their corresponding Portfolio's operating expenses (including the
fees payable to Management, but excluding interest, taxes, brokerage
commissions, and extraordinary expenses) ("Operating Expenses") which exceed, in
the aggregate, 1.50% (1.75% for Millennium) per annum of their average daily net
assets (each an "Expense Limitation"). For the six months ended February 29,
2000, such excess expenses amounted to $61,448, $69,777, $12,093, $57,854,
$45,215 and $80,045, for Focus, Genesis, Guardian, Manhattan, Millennium, and
Socially Responsive, respectively. For the six months ended February 29, 2000,
there was no reimbursement of expenses by Management to Partners. Socially
Responsive has agreed to repay Management

                                      B-13
<PAGE>
through December 31, 2005, for its excess Operating Expenses previously
reimbursed by Management, so long as its annual Operating Expenses during that
period do not exceed its Expense Limitation, and the repayments are made within
three years after the year in which Management issued the reimbursement. For the
six months ended February 29, 2000, Socially Responsive has not reimbursed
Management.
   Since inception of Millennium and Socially Responsive, Management has
voluntarily undertaken to pay certain expenses of each Fund as an advance. These
expenses will be repaid by each Fund to Management in the future, and are
included under the caption Payable for Fund expenses in the Statements of Assets
and Liabilities.
   Management and Neuberger Berman, LLC ("Neuberger"), a member firm of The New
York Stock Exchange and sub-adviser to each Portfolio, are wholly owned
subsidiaries of Neuberger Berman Inc., a publicly held company. Several
individuals who are officers and/or trustees of the Trust are also employees of
Neuberger and/or Management.
   Each Fund also has a distribution agreement with Management. Management
receives no commissions for sales or redemptions of shares of beneficial
interest of each Fund, but receives fees under the Plan, as described above.
   Each Portfolio has an expense offset arrangement in connection with its
custodian contract. The impact of this arrangement, reflected in the Statements
of Operations under the caption Expenses from corresponding Portfolio, was a
reduction of $6.88, $7.64, $30.59, $3.08, $0.12, $186.82, and $0.43, for Focus,
Genesis, Guardian, Manhattan, Millennium, Partners, and Socially Responsive,
respectively.

NOTE C -- INVESTMENT TRANSACTIONS:
   During the six months ended February 29, 2000, additions and reductions in
each Fund's investment in its corresponding Portfolio were as follows:

<TABLE>
<CAPTION>
                                                 ADDITIONS     REDUCTIONS
- --------------------------------------------------------------------------
<S>                                              <C>           <C>
FOCUS                                            $2,613,000    $   658,000

GENESIS                                           5,919,000     11,275,000

GUARDIAN                                          1,358,000      1,912,000

MANHATTAN                                         1,292,000        314,000

MILLENNIUM                                           55,000             --

PARTNERS                                          2,441,000      8,133,000

SOCIALLY RESPONSIVE                                 141,000         11,000
</TABLE>

NOTE D -- UNAUDITED FINANCIAL INFORMATION:
   The financial information included in this interim report is taken from the
records of each Fund without audit by independent accountants/auditors. Annual
reports contain audited financial statements.

                                      B-14
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Focus Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended                                      Period from
                                             February 29,                              September 4, 1996(2)
                                                 2000        Year Ended August 31,        to August 31,
                                             (UNAUDITED)       1999         1998               1997
<S>                                          <C>             <C>          <C>          <C>
                                             --------------------------------------------------------------
Net Asset Value, Beginning of Period            $16.18        $11.31       $14.34             $10.00
                                             --------------------------------------------------------------
Income From Investment Operations
    Net Investment Loss                           (.04)         (.08)        (.03)              (.05)
    Net Gains or Losses on Securities
     (both realized and unrealized)               3.39          4.96        (2.42)              4.39
                                             --------------------------------------------------------------
      Total From Investment Operations            3.35          4.88        (2.45)              4.34
                                             --------------------------------------------------------------
Less Distributions
    Distributions (from net capital
     gains)                                      (1.54)         (.01)        (.58)                --
                                             --------------------------------------------------------------
Net Asset Value, End of Period                  $17.99        $16.18       $11.31             $14.34
                                             --------------------------------------------------------------
Total Return(3)                                 +21.11%(4)    +43.15%      -17.73%            +43.40%(4)
                                             --------------------------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in
     millions)                                  $  4.3        $  1.9       $  0.5             $  0.1
                                             --------------------------------------------------------------
    Ratio of Gross Expenses to Average
     Net Assets(5)                                1.50%(6)      1.50%        1.50%              1.50%(6)
                                             --------------------------------------------------------------
    Ratio of Net Expenses to Average Net
     Assets(7)                                    1.50%(6)      1.50%        1.50%              1.50%(6)
                                             --------------------------------------------------------------
    Ratio of Net Investment Loss to
     Average Net Assets                           (.71%)(6)     (.58%)       (.36%)             (.43%)(6)
                                             --------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL HIGHLIGHTS

                                      B-15
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Genesis Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended                                    Period from
                                             February 29,                              April 2, 1997(2)
                                                 2000        Year Ended August 31,      to August 31,
                                             (UNAUDITED)       1999         1998             1997
<S>                                          <C>             <C>          <C>          <C>
                                             ----------------------------------------------------------
Net Asset Value, Beginning of Period            $12.64        $10.67       $13.21           $10.00
                                             ----------------------------------------------------------
Income From Investment Operations
    Net Investment Income (Loss)                  (.02)          .01          .02             (.01)
    Net Gains or Losses on Securities
     (both realized and unrealized)                .86          1.99        (2.52)            3.22
                                             ----------------------------------------------------------
      Total From Investment Operations             .84          2.00        (2.50)            3.21
                                             ----------------------------------------------------------
Less Distributions
    Dividends (from net investment
     income)                                      (.01)         (.03)          --               --
    Distributions (from net capital
     gains)                                         --            --         (.04)              --
                                             ----------------------------------------------------------
      Total Distributions                         (.01)         (.03)        (.04)              --
                                             ----------------------------------------------------------
Net Asset Value, End of Period                  $13.47        $12.64       $10.67           $13.21
                                             ----------------------------------------------------------
Total Return(3)                                  +6.65%(4)    +18.75%      -18.99%          +32.10%(4)
                                             ----------------------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in
     millions)                                  $ 82.0        $ 81.8       $ 24.5           $  0.7
                                             ----------------------------------------------------------
    Ratio of Gross Expenses to Average
     Net Assets(5)                                1.50%(6)      1.50%        1.50%            1.50%(6)
                                             ----------------------------------------------------------
    Ratio of Net Expenses to Average Net
     Assets(7)                                    1.50%(6)      1.50%        1.50%            1.50%(6)
                                             ----------------------------------------------------------
    Ratio of Net Investment Income
     (Loss) to Average Net Assets                 (.28%)(6)      .16%         .60%            (.36%)(6)
                                             ----------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL HIGHLIGHTS

                                      B-16
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Guardian Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended                                      Period from
                                             February 29,                              September 4, 1996(2)
                                                 2000        Year Ended August 31,        to August 31,
                                             (UNAUDITED)       1999         1998               1997
<S>                                          <C>             <C>          <C>          <C>
                                             --------------------------------------------------------------
Net Asset Value, Beginning of Period            $13.54        $10.81       $13.88             $10.00
                                             --------------------------------------------------------------
Income From Investment Operations
    Net Investment Income (Loss)                    --            --         (.02)               .01
    Net Gains or Losses on Securities
     (both realized and unrealized)               (.40)         2.73        (2.92)              3.88
                                             --------------------------------------------------------------
      Total From Investment Operations            (.40)         2.73        (2.94)              3.89
                                             --------------------------------------------------------------
Less Distributions
    Dividends (from net investment
     income)                                      (.01)           --           --               (.01)
    Distributions (from net capital
     gains)                                       (.09)           --         (.13)                --
                                             --------------------------------------------------------------
      Total Distributions                         (.10)           --         (.13)              (.01)
                                             --------------------------------------------------------------
Net Asset Value, End of Period                  $13.04        $13.54       $10.81             $13.88
                                             --------------------------------------------------------------
Total Return(3)                                  -3.00%(4)    +25.25%      -21.34%            +38.92%(4)
                                             --------------------------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in
     millions)                                  $ 23.6        $ 24.8       $ 17.5             $  9.3
                                             --------------------------------------------------------------
    Ratio of Gross Expenses to Average
     Net Assets(5)                                1.50%(6)      1.50%        1.50%              1.50%(6)
                                             --------------------------------------------------------------
    Ratio of Net Expenses to Average Net
     Assets(7)                                    1.50%(6)      1.50%        1.50%              1.50%(6)
                                             --------------------------------------------------------------
    Ratio of Net Investment Income
     (Loss) to Average Net Assets                  .01%(6)       .03%        (.16%)             (.12%)(6)
                                             --------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL HIGHLIGHTS

                                      B-17
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Manhattan Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended                                      Period from
                                             February 29,                              September 4, 1996(2)
                                                 2000        Year Ended August 31,        to August 31,
                                             (UNAUDITED)       1999         1998               1997
<S>                                          <C>             <C>          <C>          <C>
                                             --------------------------------------------------------------
Net Asset Value, Beginning of Period            $14.54        $10.76       $13.75             $10.00
                                             --------------------------------------------------------------
Income From Investment Operations
    Net Investment Loss                           (.09)         (.04)        (.11)              (.08)
    Net Gains or Losses on Securities
     (both realized and unrealized)              12.99          3.92        (1.22)              3.94
                                             --------------------------------------------------------------
      Total From Investment Operations           12.90          3.88        (1.33)              3.86
                                             --------------------------------------------------------------
Less Distributions
    Distributions (from net capital
     gains)                                         --          (.10)       (1.66)              (.11)
                                             --------------------------------------------------------------
Net Asset Value, End of Period                  $27.44        $14.54       $10.76             $13.75
                                             --------------------------------------------------------------
Total Return(3)                                 +88.72%(4)    +36.09%      -11.29%            +38.86%(4)
                                             --------------------------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in
     millions)                                  $  4.7        $  1.7       $  0.2             $  0.1
                                             --------------------------------------------------------------
    Ratio of Gross Expenses to Average
     Net Assets(5)                                1.50%(6)      1.50%        1.50%              1.50%(6)
                                             --------------------------------------------------------------
    Ratio of Net Expenses to Average Net
     Assets(7)                                    1.50%(6)      1.50%        1.50%              1.50%(6)
                                             --------------------------------------------------------------
    Ratio of Net Investment Loss to
     Average Net Assets                          (1.13%)(6)    (1.00%)       (.98%)             (.70%)(6)
                                             --------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL HIGHLIGHTS

                                      B-18
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Millennium Assets(1)
   The following table includes selected data for a share outstanding throughout
the period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                                 Period from
                                             January 26, 2000(2)
                                               to February 29,
                                                    2000
                                                 (UNAUDITED)
<S>                                          <C>
                                             -------------------
Net Asset Value, Beginning of Period               $ 10.00
                                             -------------------
Income From Investment Operations
    Net Investment Loss                                 --
    Net Gains or Losses on Securities
     (both realized and unrealized)                   2.49
                                             -------------------
      Total From Investment Operations                2.49
                                             -------------------
Net Asset Value, End of Period                     $ 12.49
                                             -------------------
Total Return(3)(4)                                  +24.90%
                                             -------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in
     millions)                                     $   0.1
                                             -------------------
    Ratio of Gross Expenses to Average
     Net Assets(5)(6)                                 1.75%
                                             -------------------
    Ratio of Net Expenses to Average Net
     Assets(6)(7)                                     1.75%
                                             -------------------
    Ratio of Net Investment Loss to
     Average Net Assets(6)                           (1.33%)
                                             -------------------
</TABLE>

SEE NOTES TO FINANCIAL HIGHLIGHTS

                                      B-19
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Partners Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended                                         Period from
                                             February 29,                                  August 19, 1996(2)
                                                 2000          Year Ended August 31,         to August 31,
                                             (UNAUDITED)      1999      1998      1997            1996
<S>                                          <C>             <C>       <C>       <C>       <C>
                                             ----------------------------------------------------------------
Net Asset Value, Beginning of Period            $15.74       $12.59    $14.42    $ 9.91          $10.00
                                             ----------------------------------------------------------------
Income From Investment Operations
    Net Investment Income                          .01          .06       .01       .01              --
    Net Gains or Losses on Securities
     (both realized and unrealized)               (.52)        3.15     (1.51)     4.56            (.09)
                                             ----------------------------------------------------------------
      Total From Investment Operations            (.51)        3.21     (1.50)     4.57            (.09)
                                             ----------------------------------------------------------------
Less Distributions
    Dividends (from net investment
     income)                                      (.01)        (.06)     (.01)     (.01)             --
    Distributions (from net capital
     gains)                                       (.89)          --      (.32)     (.05)             --
                                             ----------------------------------------------------------------
      Total Distributions                         (.90)        (.06)     (.33)     (.06)             --
                                             ----------------------------------------------------------------
Net Asset Value, End of Period                  $14.33       $15.74    $12.59    $14.42          $ 9.91
                                             ----------------------------------------------------------------
Total Return(3)                                  -3.47%(4)   +25.51%   -10.69%   +46.26%          -0.90%(4)
                                             ----------------------------------------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in
     millions)                                  $ 54.9       $ 62.4    $ 29.3    $  5.8          $  0.1
                                             ----------------------------------------------------------------
    Ratio of Gross Expenses to Average
     Net Assets(5)                                1.37%(6)     1.31%     1.50%     1.50%           1.50%(6)
                                             ----------------------------------------------------------------
    Ratio of Net Expenses to Average Net
     Assets                                       1.37%(6)     1.31%     1.50%(7)   1.50%(7)         1.50%(6)(7)
                                             ----------------------------------------------------------------
    Ratio of Net Investment Income to
     Average Net Assets                            .19%(6)      .41%      .12%      .08%           2.38%(6)
                                             ----------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL HIGHLIGHTS

                                      B-20
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Socially Responsive Assets(1)
   The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the Financial
Statements. It should be read in conjunction with its corresponding Portfolio's
Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended          Period from
                                             February 29,    June 9, 1999(2)
                                                 2000         to August 31,
                                             (UNAUDITED)          1999
<S>                                          <C>             <C>
                                             -------------------------------
Net Asset Value, Beginning of Period             $9.85            $10.00
                                             -------------------------------
Income From Investment Operations
    Net Investment Loss                           (.01)             (.01)
    Net Gains or Losses on Securities
     (both realized and unrealized)               (.97)             (.14)
                                             -------------------------------
      Total From Investment Operations            (.98)             (.15)
                                             -------------------------------
Net Asset Value, End of Period                   $8.87            $ 9.85
                                             -------------------------------
Total Return(3)(4)                               -9.95%            -1.50%
                                             -------------------------------
Ratios/Supplemental Data
    Net Assets, End of Period (in
     millions)                                   $ 0.2            $  0.1
                                             -------------------------------
    Ratio of Gross Expenses to Average
     Net Assets(5)(6)                             1.50%             1.50%
                                             -------------------------------
    Ratio of Net Expenses to Average Net
     Assets(6)(7)                                 1.50%             1.50%
                                             -------------------------------
    Ratio of Net Investment Loss to
     Average Net Assets(6)                        (.26%)            (.56%)
                                             -------------------------------
</TABLE>

SEE NOTES TO FINANCIAL HIGHLIGHTS

                                      B-21
<PAGE>
NOTES TO FINANCIAL HIGHLIGHTS
Neuberger Berman                                   February 29, 2000 (Unaudited)
- ----------------------------------------------------------------------
          Equity Assets
1) The per share amounts and ratios which are shown reflect income and expenses,
   including each Fund's proportionate share of its corresponding Portfolio's
   income and expenses.
2) The date investment operations commenced.
3) Total return based on per share net asset value reflects the effects of
   changes in net asset value on the performance of each Fund during each fiscal
   period and assumes dividends and other distributions, if any, were
   reinvested. Results represent past performance and do not guarantee future
   results. Investment returns and principal may fluctuate and shares when
   redeemed may be worth more or less than original cost. Total return would
   have been lower if Management had not reimbursed certain expenses. In
   addition, for Genesis, total return would have been lower if the investment
   manager had not waived a portion of the management fee.
4) Not annualized.
5) The Fund is required to calculate an expense ratio without taking into
   consideration any expense reductions related to expense offset arrangements.
6) Annualized.
7) After reimbursement of expenses by Management as described in Note B of Notes
   to Financial Statements. Had Management not undertaken such action the
   annualized ratios of net expenses to average daily net assets would have
   been:

<TABLE>
<CAPTION>
                                                  Six Months                             Period from
                                                    Ended          Year Ended       September 4, 1996 to
                                                 February 29,      August 31,            August 31,
FOCUS                                                2000        1999      1998             1997
- ---------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>      <C>       <C>
Net Expenses                                         6.24%       7.08%    28.01%                  76.74%
                                                 --------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                  Six Months                              Period from
                                                    Ended           Year Ended       September 4, 1996 to
                                                 February 29,       August 31,            August 31,
GUARDIAN                                             2000         1999      1998             1997
- ----------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>       <C>       <C>
Net Expenses                                         1.60%        1.56%     1.63%                   5.65%
                                                 ---------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                  Six Months                              Period from
                                                    Ended           Year Ended       September 4, 1996 to
                                                 February 29,       August 31,            August 31,
MANHATTAN                                            2000         1999      1998             1997
- ----------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>       <C>       <C>
Net Expenses                                         5.67%       19.99%    42.53%           77.83%
                                                 ---------------------------------------------------------
</TABLE>

                                      B-22
<PAGE>

<TABLE>
<CAPTION>
                                                     Period from
                                                 January 26, 2000 to
                                                    February 29,
MILLENNIUM                                              2000
- --------------------------------------------------------------------
<S>                                              <C>
Net Expenses                                          1,131.01%
                                                 -------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                      Period from
                                                   Year Ended      August 19, 1996 to
                                                   August 31,          August 31,
PARTNERS                                         1998     1997            1996
- -------------------------------------------------------------------------------------
<S>                                              <C>      <C>      <C>
Net Expenses                                     1.56%    8.74%        11,685.89%
                                                 ------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                  Six Months       Period from
                                                    Ended        June 9, 1999 to
                                                 February 29,      August 31,
SOCIALLY RESPONSIVE                                  2000             1999
- --------------------------------------------------------------------------------
<S>                                              <C>             <C>
Net Expenses                                        110.42%          507.01%
                                                 -------------------------------
</TABLE>

   After reimbursement of expenses by Management as described in Note B of Notes
to Financial Statements and/or the waiver of a portion of the management fee by
the investment manager of Neuberger Berman Genesis Portfolio. Had Management not
undertaken such action the annualized ratios of net expenses to average daily
net assets would have been:

<TABLE>
<CAPTION>
                                                  Six Months                         Period from
                                                    Ended          Year Ended      April 2, 1997 to
                                                 February 29,      August 31,         August 31,
GENESIS                                              2000        1999     1998           1997
- ---------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>      <C>      <C>
Net Expenses                                         1.67%       1.63%    2.40%         25.91%
                                                 --------------------------------------------------
</TABLE>

                                      B-23
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

- --------------------------------------------------------------------------------
          Focus Portfolio

<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ----------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Citigroup Inc.                                  9.5%
 2.  Morgan Stanley Dean Witter                      6.9%
 3.  Sterling Commerce                               6.8%
 4.  Rational Software                               6.4%
 5.  Chase Manhattan                                 6.2%
 6.  Capital One Financial                           5.9%
 7.  Countrywide Credit Industries                   5.0%
 8.  Providian Financial                             4.9%
 9.  Compuware Corp.                                 4.8%
10.  Wellpoint Health Networks                       3.9%
</TABLE>

<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
COMMON STOCKS (99.0%)
AUTOMOTIVE (3.8%)
         855,000       General Motors                     $   65,034
                                                          ----------
FINANCIAL SERVICES (46.5%)
       2,767,500       Capital One Financial                 101,879
       1,355,000       Chase Manhattan                       107,892
       3,183,375       Citigroup Inc.                        164,541
       3,490,800       Countrywide Credit Industries          87,052
       1,948,600       FleetBoston Financial                  53,099
         640,000       Hartford Financial Services
                        Group                                 20,000
       1,706,000       Morgan Stanley Dean Witter            120,167
         950,000       Nationwide Financial Services          21,909
       1,310,000       Providian Financial                    84,904
       1,377,400       Travelers Property Casualty            43,560
                                                          ----------
                                                             805,003
                                                          ----------
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
HEALTH CARE (5.1%)
       2,398,800       Foundation Health Systems          $   19,940
       1,008,500       Wellpoint Health Networks              68,074
                                                          ----------
                                                              88,014
                                                          ----------
RETAIL (6.4%)
       2,593,000       Furniture Brands International         41,650(2)
       2,219,500       Jones Apparel Group                    50,216
          90,000       Neiman Marcus Group Class B             1,890
         633,000       Staples, Inc.                          17,091
                                                          ----------
                                                             110,847
                                                          ----------
TECHNOLOGY (37.2%)
         375,000       American Management Systems            11,930
         150,000       ANTEC Corp.                             7,941
       1,028,000       Atmel Corp.                            50,886
         675,000       Compaq Computer                        16,791
       3,715,000       Compuware Corp.                        82,194
       1,662,000       Gartner Group Class A                  23,787
         420,000       International Rectifier                17,588
         485,000       Lattice Semiconductor                  34,071
         837,500       Microchip Technology                   52,291
         718,000       Oracle Corp.                           53,312
         505,000       Photronics, Inc.                       21,494
       1,560,000       Rational Software                     110,955
       2,675,000       Sterling Commerce                     117,198
         346,700       Sterling Software                      12,438
         170,000       Synopsys, Inc.                          6,789
       1,050,000       Tech Data                              22,772
                                                          ----------
                                                             642,437
                                                          ----------
                       TOTAL COMMON STOCKS (COST
                        $1,081,905)                        1,711,335
                                                          ----------
</TABLE>

                                      C-1
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

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

          Focus Portfolio (Cont'd)

<TABLE>
<CAPTION>
                                                            Market
      Principal                                            Value(1)
       Amount                                           (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
REPURCHASE AGREEMENTS (0.8%)
     $$13,747,000      State Street Bank and Trust
                        Co. Repurchase Agreement,
                        5.71%, due 3/1/00, dated
                        2/29/00, Maturity Value
                        $13,749,180, Collateralized
                        by $14,090,000 Fannie Mae,
                        Notes, 6.40%, due 9/27/01
                        (Collateral Value
                        $14,161,295) (COST $13,747)       $   13,747(3)
                                                          ----------
SHORT-TERM INVESTMENTS (0.4%)
       6,891,378       N&B Securities Lending Quality
                        Fund, LLC  (COST $6,891)               6,891(3)
                                                          ----------
                       TOTAL INVESTMENTS (100.2%)
                        (COST $1,102,543)                  1,731,973(4)
                       Liabilities, less cash,
                        receivables and other assets
                        [(0.2%)]                              (2,682)
                                                          ----------
                       TOTAL NET ASSETS (100.0%)          $1,729,291
                                                          ----------

</TABLE>

SEE NOTES TO SCHEDULE OF INVESTMENTS

                                      C-2
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

- --------------------------------------------------------------------------------
          Genesis Portfolio

<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ----------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Dallas Semiconductor                            3.1%
 2.  Zebra Technologies                              2.7%
 3.  AptarGroup Inc.                                 2.6%
 4.  National-Oilwell                                2.2%
 5.  AAR Corp.                                       2.1%
 6.  Fair, Isaac & Co.                               2.0%
 7.  Newport News Shipbuilding                       2.0%
 8.  Methode Electronics Class A                     1.9%
 9.  Alliant Techsystems                             1.9%
10.  Black Box                                       1.9%
</TABLE>

<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
COMMON STOCKS (94.6%)
AEROSPACE (4.1%)
       1,364,950       AAR Corp.                          $   32,418(2)
         787,200       Aviall Inc.                             6,445
         504,400       Cordant Technologies                   16,330
         248,750       Ducommun Inc.                           2,317
         329,700       Moog, Inc. Class A                      5,893
                                                          ----------
                                                              63,403
                                                          ----------
AUTOMOTIVE (0.9%)
         628,500       Donaldson Co.                          14,298
                                                          ----------
BANKING & FINANCIAL (5.6%)
         135,200       Bank United                             3,541
         498,100       Community First Bankshares              6,973
         667,600       Cullen/Frost Bankers                   14,353
         331,400       Highland Bancorp                        5,468(2)
         169,950       Hudson United Bancorp                   3,431
         303,000       OceanFirst Financial                    4,829
       1,118,300       Peoples Heritage Financial
                        Group                                 11,882
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
         769,675       Sterling Bancshares                $    7,312
         300,350       Texas Regional Bancshares               7,340
       1,017,300       Webster Financial                      21,491
                                                          ----------
                                                              86,620
                                                          ----------
BUILDING, CONSTRUCTION & FURNISHING (1.1%)
         254,800       Lincoln Electric Holdings               4,968
         273,600       Simpson Manufacturing                  11,594
                                                          ----------
                                                              16,562
                                                          ----------
BUSINESS SERVICES (0.3%)
         789,400       SOS Staffing Services                   3,947(2)
                                                          ----------
CONSUMER CYCLICALS (0.3%)
         176,300       Valassis Communications                 4,881
                                                          ----------
CONSUMER PRODUCTS & SERVICES (4.8%)
         811,000       Alberto-Culver Class A                 16,017
         381,638       Block Drug                             12,546
       1,066,000       Church & Dwight                        18,189
         390,300       Matthews International                  9,440
       1,036,800       Ruddick Corp.                          13,932
         462,000       The First Years                         3,754
                                                          ----------
                                                              73,878
                                                          ----------
DEFENSE (4.9%)
         545,200       Alliant Techsystems                    29,509(2)
       1,102,100       Newport News Shipbuilding              31,203
         723,700       Primex Technologies                    15,198(2)
                                                          ----------
                                                              75,910
                                                          ----------
DIAGNOSTIC EQUIPMENT (0.4%)
         463,500       ADAC Laboratories                       5,765
                                                          ----------
</TABLE>

                                      C-3
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman

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

          Genesis Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
ELECTRONICS (4.6%)
         467,600       Benchmark Electronics              $   14,788
       1,187,400       Dallas Semiconductor                   47,941
         180,000       SCI Systems                             7,245
                                                          ----------
                                                              69,974
                                                          ----------
ENERGY (1.9%)
         677,300       Cabot Oil & Gas                        10,710
         150,000       Cross Timbers Oil                       1,293
         808,290       Swift Energy                            9,548
         894,500       Unit Corp.                              7,771
                                                          ----------
                                                              29,322
                                                          ----------
FINANCIAL TECHNOLOGY (2.8%)
         640,100       Fair, Isaac & Co.                      31,245
         293,100       Investment Technology Group            11,358
                                                          ----------
                                                              42,603
                                                          ----------
HEALTH CARE (9.5%)
         413,000       Acuson Corp.                            5,524
         132,500       Datascope Corp.                         5,284
         669,300       DENTSPLY International                 17,151
       1,126,500       Haemonetics Corp.                      26,825
         925,600       Mentor Corp.                           25,685
         421,950       Patterson Dental                       15,203
         473,700       STAAR Surgical                          5,684
         835,000       Trigon Healthcare                      26,668
         458,600       Universal Health Services
                        Class B                               17,828
                                                          ----------
                                                             145,852
                                                          ----------
INDUSTRIAL & COMMERCIAL PRODUCTS (6.7%)
         557,800       Brady Corp.                            15,130
         325,300       Dionex Corp.                           10,267
         543,900       Hussmann International                  7,853
         643,500       IDEX Corp.                             15,927
       1,065,200       Kaydon Corp.                           24,500
         268,900       Roper Industries                        7,327
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
       1,826,400       Wallace Computer Services          $   19,063
         203,750       Woodhead Industries                     3,311
                                                          ----------
                                                             103,378
                                                          ----------
INSURANCE (4.6%)
         753,200       Annuity and Life Re                    17,041
          96,500       Brown & Brown                           3,185
         657,800       FBL Financial Group                    10,607
       1,446,700       Mutual Risk Management                 19,892
         891,500       Scottish Annuity & Life
                        Holdings                               7,076(2)
         848,700       W. R. Berkley                          13,632
                                                          ----------
                                                              71,433
                                                          ----------
LODGING (0.3%)
         499,500       Prime Hospitality                       4,246
                                                          ----------
MACHINERY & EQUIPMENT (0.8%)
         643,620       Gardner Denver Machinery               12,229
                                                          ----------
OFFICE EQUIPMENT (1.8%)
       1,019,500       United Stationers                      27,399
                                                          ----------
OIL SERVICES (11.1%)
         318,700       Cal Dive International                 11,473
         681,600       Friede Goldman Halter                   3,578
         983,800       Global Industries                      10,084
         992,100       IRI International                       4,837
         556,500       Nabors Industries                      19,964
       1,369,412       National-Oilwell                       33,208
         798,400       Oceaneering International              15,170
         781,600       Offshore Logistics                      7,767
         767,300       Pride International                    11,366
         460,400       Smith International                    28,861
         631,000       Tuboscope Inc.                         10,530
         451,200       UTI Energy                             14,467
                                                          ----------
                                                             171,305
                                                          ----------
PACKING & CONTAINERS (2.6%)
       1,646,600       AptarGroup Inc.                        39,415
                                                          ----------
</TABLE>

                                      C-4
<PAGE>
                                                   February 29, 2000 (Unaudited)
- --------------------------------------------------------------------------------

          Genesis Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
PUBLISHING & BROADCASTING (1.3%)
         302,300       Houghton Mifflin                   $   12,035
         272,900       Meredith Corp.                          7,812
                                                          ----------
                                                              19,847
                                                          ----------
RESTAURANTS (1.1%)
         785,050       Brinker International                  17,075
                                                          ----------
RETAILING (3.8%)
         679,624       99 Cents Only Stores                   17,033
         353,300       Ann Taylor Stores                       6,735
         660,000       Claire's Stores                        11,509
         125,000       Payless ShoeSource                      4,937
         451,800       ShopKo Stores                           7,511
         282,800       Whole Foods Market                     10,738
                                                          ----------
                                                              58,463
                                                          ----------
TECHNOLOGY (15.9%)
         798,700       Analysts International                 10,583
         391,800       Black Box                              29,312
         488,600       CACI International                     13,895
         892,700       CIBER, Inc.                            20,755
         474,200       Davox Corp.                            18,138
         295,100       Jack Henry & Associates                20,620
         173,500       Keane, Inc.                             4,164
         106,200       Kronos Inc.                             6,744
         350,000       Mastech Corp.                          11,594
         141,000       META Group                              4,371
         513,900       Methode Electronics Class A            29,870
          71,000       SBS Technologies                        3,865
         410,100       Transaction Systems Architects         18,506
         185,300       Wind River Systems                     10,759
         623,300       Zebra Technologies                     41,488
                                                          ----------
                                                             244,664
                                                          ----------
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
TRANSPORTATION (0.5%)
         228,400       Circle International Group         $    5,581
         213,600       Maritrans Inc.                          1,402
                                                          ----------
                                                               6,983
                                                          ----------
UTILITIES, ELECTRIC & GAS (2.9%)
          93,600       Atmos Energy                            1,603
         125,700       CH Energy Group                         3,590
         648,600       Montana Power                          25,539
          78,000       National Fuel Gas                       3,193
         252,900       NUI Corp.                               6,006
         140,100       Otter Tail Power                        5,184
                                                          ----------
                                                              45,115
                                                          ----------
                       TOTAL COMMON STOCKS (COST
                        $1,269,841)                        1,454,567
                                                          ----------
</TABLE>

<TABLE>
<CAPTION>
      Principal
       Amount
- ---------------------
<C>                    <S>                              <C>
REPURCHASE AGREEMENTS (2.2%)
     $34,309,000       State Street Bank and Trust
                        Co. Repurchase Agreement,
                        5.71%, due 3/1/00, dated
                        2/29/00, Maturity Value
                        $34,314,442, Collateralized
                        by $35,165,000 Fannie Mae,
                        Notes, 6.40%, due 9/27/01
                        (Collateral Value
                        $35,342,935)
                        (COST $34,309)                       34,309(3)
                                                         ----------
</TABLE>

                                      C-5
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

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

          Genesis Portfolio (Cont'd)

<TABLE>
<CAPTION>
                                                            Market
      Principal                                            Value(1)
       Amount                                           (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
SHORT-TERM INVESTMENTS (6.0%)
     $20,000,000       Merrill Lynch & Co., Inc.,
                        5.73%, due 3/3/00                 $   19,994
      25,000,000       Wal-Mart Stores Inc., 5.75%,
                        due 3/7/00                            24,976
      47,518,102       N&B Securities Lending Quality
                        Fund, LLC                             47,518
                                                          ----------
                       TOTAL SHORT-TERM INVESTMENTS
                        (COST $92,488)                        92,488(3)
                                                          ----------
                       TOTAL INVESTMENTS (102.8%)
                        (COST $1,396,638)                  1,581,364(4)
                       Liabilities, less cash,
                        receivables and other assets
                        [(2.8%)]                             (43,559)
                                                          ----------
                       TOTAL NET ASSETS (100.0%)          $1,537,805
                                                          ----------
</TABLE>

SEE NOTES TO SCHEDULE OF INVESTMENTS

                                      C-6
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

- --------------------------------------------------------------------------------
          Guardian Portfolio

<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ----------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Wellpoint Health Networks                       4.1%
 2.  News Corp. ADR                                  3.9%
 3.  American Home Products                          2.9%
 4.  Chase Manhattan                                 2.8%
 5.  Bell Atlantic                                   2.7%
 6.  Exxon Mobil                                     2.7%
 7.  Wells Fargo                                     2.3%
 8.  MCI WorldCom                                    2.3%
 9.  Seagate Technology                              2.3%
10.  Cendant Corp.                                   2.2%
</TABLE>

<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
COMMON STOCKS (94.7%)
BANKING & FINANCIAL (5.1%)
       1,301,500       Chase Manhattan                    $  103,632
       2,571,400       Wells Fargo                            85,017
                                                          ----------
                                                             188,649
                                                          ----------
BASIC MATERIALS (7.5%)
       2,996,000       Cabot Corp.                            66,286
         795,500       Champion International                 41,167
         256,000       Dow Chemical                           27,776
       1,165,400       duPont                                 58,853
       1,363,200       International Paper                    50,183
       2,269,500       Millennium Chemicals                   31,773
                                                          ----------
                                                             276,038
                                                          ----------
CAPITAL GOODS (5.9%)
         260,000       Deere & Co.                             9,295
         435,300       Emerson Electric                       19,833
         595,600       General Dynamics                       25,760
         409,100       Illinois Tool Works                    21,145
       4,005,800       Republic Services                      43,563
       1,738,200       SCI Systems                            69,963
         145,400       Solectron Corp.                         9,524
         356,100       United Technologies                    18,139
                                                          ----------
                                                             217,222
                                                          ----------
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
COMMUNICATION SERVICES (8.4%)
       1,618,100       AT&T Corp.                         $   79,995
       2,006,700       Bell Atlantic                          98,203
       1,903,500       MCI WorldCom                           84,944
       1,146,000       SBC Communications                     43,548
                                                          ----------
                                                             306,690
                                                          ----------
CONSUMER CYCLICALS (9.5%)
         914,300       Carnival Corp.                         26,343
       4,636,300       Cendant Corp.                          82,584
       1,643,100       Federated Department Stores            60,281
         462,300       General Motors                         35,164
       2,077,600       Lear Corp.                             43,889
       1,533,300       Lowe's Cos.                            73,024
         716,300       Safeway Inc.                           27,622
                                                          ----------
                                                             348,907
                                                          ----------
CONSUMER GOODS & SERVICES (0.8%)
         938,200       PepsiCo, Inc.                          30,257
                                                          ----------
CONSUMER STAPLES (6.1%)
         891,100       AMFM Inc.                              54,691
         406,200       Coca-Cola Enterprises                   9,495
       1,168,900       Kimberly-Clark                         60,418
       1,084,200       McDonald's Corp.                       34,220
       1,122,300       Nabisco Holdings                       32,827
       1,620,000       Philip Morris                          32,501
                                                          ----------
                                                             224,152
                                                          ----------
DIVERSIFIED (0.3%)
         252,000       Tyco International                      9,560
                                                          ----------
DRUGS (0.3%)
         310,300       Schering-Plough                        10,822
                                                          ----------
ENERGY (13.3%)
       1,150,600       Amerada Hess                           58,177
         873,300       Chevron Corp.                          65,225
         866,600       Diamond Offshore Drilling              27,514
       1,292,246       Exxon Mobil                            97,322
       1,618,900       Halliburton Co.                        61,822
         718,000       Royal Dutch Petroleum - NY
                        Shares                                37,695
</TABLE>

                                      C-7
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman

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

          Guardian Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
         533,500       Schlumberger Ltd.                  $   39,412
         500,000       Texaco Inc.                            23,719
       1,099,113       Transocean Sedco Forex                 43,346
       3,822,500       Union Pacific Resources Group          34,164
                                                          ----------
                                                             488,396
                                                          ----------
FINANCIAL SERVICES (9.9%)
         379,500       Aon Corp.                               7,946
       3,265,800       Associates First Capital               64,908
       1,501,000       Capital One Financial                  55,255
       1,544,300       Citigroup Inc.                         79,821
       1,089,807       FleetBoston Financial                  29,697
         955,500       Hartford Financial Services
                        Group                                 29,859
         525,200       Morgan Stanley Dean Witter             36,994
         260,500       Progressive Corp.                      15,500
       1,325,000       SLM Holding                            41,489
                                                          ----------
                                                             361,469
                                                          ----------
HEALTH CARE (9.3%)
       2,449,100       American Home Products                106,536
         417,600       Bristol-Myers Squibb                   23,725
         220,400       Eli Lilly                              13,100
         555,500       Warner-Lambert                         47,530(5)
       2,226,996       Wellpoint Health Networks             150,322(5)
                                                          ----------
                                                             341,213
                                                          ----------
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
MEDIA & ENTERTAINMENT (0.3%)
         331,100       Walt Disney                        $   11,092
                                                          ----------
PACKING & CONTAINERS (0.4%)
         316,300       Coastal Corp.                          13,305
                                                          ----------
TECHNOLOGY (14.9%)
         625,500       Apple Computer                         71,698
         460,600       BMC Software                           21,188
         364,500       Compaq Computer                         9,067
         821,600       Computer Associates                    52,839
         983,000       Gateway Inc.                           67,581
         544,900       Hewlett-Packard                        73,289
         424,100       IBM                                    43,258
         446,100       Micron Technology                      43,746
         601,600       Novell, Inc.                           19,890
         862,800       Rational Software                      61,367
       1,677,800       Seagate Technology                     83,680
           5,000       VIA NET.WORKS                             330
                                                          ----------
                                                             547,933
                                                          ----------
TRANSPORTATION (2.7%)
         681,600       AMR Corp.                              36,039
       1,617,000       Burlington Northern Santa Fe           31,835
         993,200       Continental Airlines Class B           31,410
                                                          ----------
                                                              99,284
                                                          ----------
                       TOTAL COMMON STOCKS (COST
                        $3,409,757)                        3,474,989
                                                          ----------
PREFERRED STOCKS (3.9%)
       2,874,200       News Corp. ADR (COST $79,659)         144,608
                                                          ----------
</TABLE>

                                      C-8
<PAGE>
                                                   February 29, 2000 (Unaudited)
- --------------------------------------------------------------------------------

          Guardian Portfolio (Cont'd)

<TABLE>
<CAPTION>
                                                            Market
      Principal                                            Value(1)
       Amount                                           (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
REPURCHASE AGREEMENTS (1.6%)
     $50,000,000       State Street Bank and Trust
                        Co. Repurchase Agreement,
                        5.71%, due 3/1/00, dated
                        2/29/00, Maturity Value
                        $50,007,931, Collateralized
                        by $51,245,000 Fannie Mae,
                        Notes, 6.40%, due 9/27/01
                        (Collateral Value
                        $51,504,300)                      $   50,000
       8,708,000       State Street Bank and Trust
                        Co. Repurchase Agreement,
                        5.71%, due 3/1/00, dated
                        2/29/00, Maturity Value
                        $8,709,381, Collateralized by
                        $8,925,000 Fannie Mae, Notes,
                        6.40%, due 9/27/01
                        (Collateral Value $8,970,161)          8,708
                                                          ----------
                       TOTAL REPURCHASE AGREEMENTS
                        (COST $58,708)                        58,708(3)
                                                          ----------
SHORT-TERM INVESTMENTS (2.3%)
      25,000,000       Pfizer Inc., 5.82%,
                        due 3/2/00                            24,996
      58,319,639       N&B Securities Lending Quality
                        Fund, LLC                             58,320
                                                          ----------
                       TOTAL SHORT-TERM INVESTMENTS
                        (COST $83,316)                        83,316(3)
                                                          ----------
                       TOTAL INVESTMENTS (102.5%)
                        (COST $3,631,440)                  3,761,621(4)
                       Liabilities, less cash,
                        receivables and other assets
                        [(2.5%)]                             (90,472)
                                                          ----------
                       TOTAL NET ASSETS (100.0%)          $3,671,149
                                                          ----------

</TABLE>

SEE NOTES TO SCHEDULE OF INVESTMENTS

                                      C-9
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Manhattan Portfolio

<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ----------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Citrix Systems                                  4.4%
 2.  JDS Uniphase                                    3.2%
 3.  VERITAS Software                                3.1%
 4.  PMC-Sierra                                      2.9%
 5.  PE Corp.-PE Biosystems Group                    2.2%
 6.  Peregrine Systems                               2.0%
 7.  Network Appliance                               2.0%
 8.  Efficient Networks                              2.0%
 9.  Metromedia Fiber Network                        1.9%
10.  Comverse Technology                             1.8%
</TABLE>

<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
COMMON STOCKS (94.5%)
BUSINESS SERVICES (0.6%)
         108,300       Lamar Advertising                  $    4,718
          40,400       Reckson Service Industries              2,174
                                                          ----------
                                                               6,892
                                                          ----------
CAPITAL GOODS (1.0%)
         130,700       Waters Corp.                           12,817
                                                          ----------
COMMUNICATIONS (12.5%)
         143,800       Cabletron Systems                       7,046
         112,200       Comverse Technology                    22,089
          30,700       Copper Mountain Networks                2,669
          64,100       E-Tek Dynamics                         17,515
         149,700       Efficient Networks                     24,139
         150,500       JDS Uniphase                           39,676
          62,200       Next Level Communications               8,366
          27,700       Nextel Partners                           887
         224,381       NTL Inc.                               20,531
          37,200       Redback Networks                       11,104
                                                          ----------
                                                             154,022
                                                          ----------
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
CONSUMER CYCLICALS (8.2%)
          91,100       EchoStar Communications            $   10,385
         281,200       Emmis Communications                   10,264
         207,900       Entercom Communications                 8,745
         237,900       Gemstar International Group            18,051
          82,700       General Motors Class H                  9,965
         134,200       Harley-Davidson                         9,142
         592,400       Park Place Entertainment                6,702
         111,700       Univision Communications               11,379
         193,600       USA Networks                            4,344
         171,600       Westwood One                           11,465
                                                          ----------
                                                             100,442
                                                          ----------
ELECTRICAL EQUIPMENT (11.6%)
         191,900       Altera Corp.                           15,304
         123,800       Analog Devices                         19,437
          68,600       Broadcom Corp.                         13,540
         166,900       Conexant Systems                       16,398
         185,100       KLA-Tencor                             14,426
         173,800       Maxim Integrated Products              11,612
         182,000       PMC-Sierra                             35,137
         212,200       Xilinx Inc.                            16,923
                                                          ----------
                                                             142,777
                                                          ----------
ENERGY (3.1%)
         191,500       Calpine Corporation                    17,522
         213,900       Coastal Corp.                           8,997
          65,800       Cooper Cameron                          3,636
         137,100       Rowan Companies                         3,445
         484,300       Union Pacific Resources Group           4,328
                                                          ----------
                                                              37,928
                                                          ----------
</TABLE>

                                      C-10
<PAGE>
                                                   February 29, 2000 (Unaudited)
- --------------------------------------------------------------------------------

          Manhattan Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
FINANCE (0.4%)
          84,000       eSPEED, Inc.                       $    5,203
                                                          ----------
FINANCIAL SERVICES (2.2%)
         181,800       Capital One Financial                   6,693
         219,700       E*TRADE Group                           5,410
          96,900       Lehman Brothers Holdings                7,025
         116,600       Providian Financial                     7,557
                                                          ----------
                                                              26,685
                                                          ----------
HARDWARE (5.2%)
         186,400       Flextronics International              11,347
         131,700       Network Appliance                      24,858
          56,800       QLogic Corp.                            8,861
         156,300       Sanmina Corp.                          18,297
                                                          ----------
                                                              63,363
                                                          ----------
HEALTH CARE (10.2%)
         150,500       Biogen, Inc.                           16,245
           5,200       Celera Genomics                         1,269
          79,400       HealthAxis, Inc.                        2,313
          39,000       Human Genome Sciences                   8,512
          76,300       Immunex Corp.                          15,064
          83,800       MedImmune, Inc.                        16,634
         144,500       MiniMed Inc.                           14,432
         256,000       PE Corp.-PE Biosystems Group           27,008
         144,700       QLT PhotoTherapeutics                  10,328
         128,200       Sepracor Inc.                          12,996
                                                          ----------
                                                             124,801
                                                          ----------
INTERNET (14.7%)
          44,600       Art Technology Group                    6,445
          61,100       BroadVision, Inc.                      15,431
         105,700       CheckFree Holdings                      9,295
          51,000       Clarent Corp.                           5,572
          14,400       Commerce One                            3,008
         104,200       Digex, Inc.                            16,880
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
          92,900       DoubleClick Inc.                   $    8,251
          19,700       FreeMarkets, Inc.                       3,431
         111,100       Healtheon Corp.                         6,145
         337,100       Intuit Inc.                            17,698
          89,700       Phone.com                              12,524
         202,400       Portal Software                        15,205
         324,600       PSINet Inc.                            15,053
          85,150       PurchasePro.com                        10,383
          78,400       S1 Corp.                                7,889
          78,900       Safeguard Scientifics                  13,803
          25,400       VeriSign, Inc.                          6,426
          29,000       Vignette Corp.                          6,685
                                                          ----------
                                                             180,124
                                                          ----------
RETAIL (4.0%)
         257,500       Best Buy                               14,002
         146,700       BJ's Wholesale Club                     4,548
         213,200       Circuit City Stores                     8,608
         179,200       Limited, Inc.                           6,093
         253,500       Starbucks Corp.                         8,904
         105,200       Tiffany & Co.                           6,752
                                                          ----------
                                                              48,907
                                                          ----------
SOFTWARE (15.1%)
          70,500       Adobe Systems                           7,191
         133,600       Bea Systems                            16,909
         510,800       Citrix Systems                         53,857
          88,800       Micromuse Inc.                         12,593
         457,200       Peregrine Systems                      24,975
         165,600       Rational Software                      11,778
         145,700       Siebel Systems                         20,207
         189,450       VERITAS Software                       37,487
                                                          ----------
                                                             184,997
                                                          ----------
TELECOMMUNICATIONS (5.7%)
         114,000       Covad Communications Group             10,288
         231,700       Intermedia Communications              14,670
         326,200       Metromedia Fiber Network               23,451
</TABLE>

                                      C-11
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

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

          Manhattan Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
          76,100       VoiceStream Wireless               $   10,126
         146,900       WinStar Communications                 11,366
                                                          ----------
                                                              69,901
                                                          ----------
                       TOTAL COMMON STOCKS (COST
                        $572,842)                          1,158,859
                                                          ----------
</TABLE>

<TABLE>
<CAPTION>
      Principal
       Amount
- ---------------------
<C>                    <S>                              <C>
REPURCHASE AGREEMENTS (2.4%)
    $ 29,645,000       State Street Bank and Trust
                        Co. Repurchase Agreement,
                        5.71%, due 3/1/00,
                        dated 2/29/00,
                        Maturity Value $29,649,702,
                        Collateralized by $30,385,000
                        Fannie Mae, Notes, 6.40%,
                        due 9/27/01 (Collateral
                        Value $30,538,748) (COST
                        $29,645)                             29,645(3)
                                                         ----------
</TABLE>

<TABLE>
<CAPTION>
                                                            Market
      Principal                                            Value(1)
       Amount                                           (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
SHORT-TERM INVESTMENTS (20.9%)
    $  7,000,000       Ford Motor Credit Co., 5.75%,
                        due 3/6/00                        $    6,994
      10,000,000       American Express Credit Corp.,
                        5.74%, due 3/8/00                      9,989
      20,000,000       General Electric Capital
                        Corp., 5.75%, due 3/8/00              19,978
     219,242,815       N&B Securities Lending Quality
                        Fund, LLC                            219,243
                                                          ----------
                       TOTAL SHORT-TERM INVESTMENTS
                        (COST $256,204)                      256,204(3)
                                                          ----------
                       TOTAL INVESTMENTS (117.8%)
                        (COST $858,691)                    1,444,708(4)
                       Liabilities, less cash,
                        receivables and other assets
                        [(17.8%)]                           (218,172)
                                                          ----------
                       TOTAL NET ASSETS (100.0%)          $1,226,536
                                                          ----------
</TABLE>

SEE NOTES TO SCHEDULE OF INVESTMENTS

                                      C-12
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

- --------------------------------------------------------------------------------
          Millennium Portfolio

<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ----------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Osicom Technologies                             3.4%
 2.  Efficient Networks                              3.1%
 3.  CAIS Internet                                   2.5%
 4.  Pinnacle Holdings                               2.4%
 5.  Active Software                                 2.3%
 6.  Lifeminders.com                                 2.1%
 7.  Digex, Inc.                                     2.1%
 8.  Netopia, Inc.                                   2.1%
 9.  IONA Technologies ADR                           2.1%
10.  Artisan Components                              2.0%
</TABLE>

<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
COMMON STOCKS (98.7%)
BUSINESS SERVICES (4.2%)
         154,700       Circle.com                          $  1,460
         217,500       Corinthian Colleges                    3,888
         109,350       Iron Mountain                          3,335
         104,700       Luminant Worldwide                     2,565
          91,300       Official Payments                      3,276
             300       Onvia.com                                  6
                                                           --------
                                                             14,530
                                                           --------
BUSINESS SERVICES - GENERAL BUSINESS SERVICES (1.4%)
         608,500       Strategic Diagnostics                  4,830
                                                           --------
BUSINESS SERVICES - IT BUSINESS SERVICES (0.7%)
         140,500       Hall, Kinion & Associates              2,529
                                                           --------
CONSUMER CYCLICAL - CONSUMER MEDIA (2.5%)
          92,300       Citadel Communications                 3,127
          51,400       Emmis Communications                   1,876
          29,800       Pegasus Communications                 3,695
                                                           --------
                                                              8,698
                                                           --------
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
CONSUMER CYCLICAL - LEISURE & CONSUMER SERVICE (0.9%)
         147,100       Premier Parks                       $  2,979
                                                           --------
ENERGY (3.5%)
          71,500       Hanover Compressor                     3,356
          66,900       Independent Energy Holdings
                        ADR                                   3,349
         102,200       Maverick Tube                          2,300
         127,800       Patterson Energy                       2,915
                                                           --------
                                                             11,920
                                                           --------
FINANCIAL SERVICES (5.8%)
          82,800       Affiliated Managers Group              3,255
          50,952       Digital Insight                        3,210
          79,650       eSPEED, Inc.                           4,933
         165,400       Netzee, Inc.                           4,238
         197,200       SierraCities.com                       4,166
                                                           --------
                                                             19,802
                                                           --------
HARDWARE (0.9%)
          32,600       DII Group                              3,152
                                                           --------
HEALTH CARE (9.0%)
          14,000       Abgenix, Inc.                          4,510
          61,200       Allscripts, Inc.                       4,223
          70,500       Anesta Corp.                           1,569
          37,100       ArthroCare Corp.                       4,582
         120,700       ChromaVision Medical Systems           2,482
          49,500       Enzon, Inc.                            2,871
          12,800       Human Genome Sciences                  2,793
          95,100       INAMED Corp.                           3,602
          51,900       Pharmacyclics, Inc.                    4,142
                                                           --------
                                                             30,774
                                                           --------
INTERNET (9.5%)
          94,800       About.com                              6,660
         301,800       Cybergold, Inc.                        6,036
          25,000       InterVU Inc.                           3,698
         138,200       Lifeminders.com                        7,342
         120,200       Marketing Services Group               3,185
         117,100       MyPoints.com                           5,489
                                                           --------
                                                             32,410
                                                           --------
</TABLE>

                                      C-13
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman

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

          Millennium Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
RETAIL (3.6%)
          96,400       American Eagle Outfitters           $  2,458
         152,300       Factory 2-U Stores                     3,693
         100,100       Insight Enterprises                    3,141
         210,400       Steven Madden                          2,840
                                                           --------
                                                             12,132
                                                           --------
SEMICONDUCTORS (6.5%)
          97,600       Asyst Technologies                     4,477
          20,400       Cree, Inc.                             3,833
          95,200       Cypress Semiconductor                  4,343
          46,000       Elantec Semiconductor                  2,895
          60,900       Helix Technology                       4,332
          48,600       Zoran Corp.                            2,479
                                                           --------
                                                             22,359
                                                           --------
SOFTWARE (9.0%)
          75,100       Active Software                        7,885
          74,100       Actuate Software                       4,622
         114,400       BindView Development                   3,861
          42,600       PC-Tel                                 2,897
          47,000       Project Software & Development         3,639
          56,500       Radiant Systems                        2,889
          77,200       Visual Networks                        5,076
                                                           --------
                                                             30,869
                                                           --------
TECHNOLOGY - HARDWARE (16.1%)
          71,800       AudioCodes Ltd.                        5,547
          65,500       Efficient Networks                    10,562
          20,000       Extended Systems                       2,035
          53,800       Mercury Computer Systems               2,592
          42,000       Natural MicroSystems                   2,678
          84,300       Netopia, Inc.                          7,271
          81,100       Osicom Technologies                   11,754
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
          61,200       SonicWALL, Inc.                     $  5,539
          34,000       Virata Corp.                           5,015
          65,500       Westell Technologies                   2,243
                                                           --------
                                                             55,236
                                                           --------
TECHNOLOGY - SEMICONDUCTOR (4.4%)
         270,800       Artisan Components                     6,872
         171,100       Integrated Device Technology           6,309
          25,000       Kopin Corp.                            1,853
                                                           --------
                                                             15,034
                                                           --------
TECHNOLOGY - SOFTWARE (6.1%)
          27,100       Allaire Corp.                          3,506
          83,300       IONA Technologies ADR                  7,060
          52,500       Netegrity, Inc.                        4,489
         137,800       SERENA Software                        5,813
                                                           --------
                                                             20,868
                                                           --------
TELECOMMUNICATIONS (14.6%)
          47,200       AirGate PCS                            4,626
          83,100       C-COR.net                              3,716
         225,500       CAIS Internet                          8,625
          45,300       Digex, Inc.                            7,339
          41,500       Digital Island                         4,819
          78,300       Eloquent, Inc.                         2,633
         109,500       Network Plus                           4,223
          30,100       Nextel Partners                          963
         137,700       Pinnacle Holdings                      8,055
           7,900       Teltrend Inc.                            837
          53,000       Time Warner Telecom                    4,081
                                                           --------
                                                             49,917
                                                           --------
                       TOTAL COMMON STOCKS (COST
                        $211,549)                           338,039
                                                           --------
</TABLE>

                                      C-14
<PAGE>
                                                   February 29, 2000 (Unaudited)
- --------------------------------------------------------------------------------

          Millennium Portfolio (Cont'd)

<TABLE>
<CAPTION>
                                                            Market
      Principal                                            Value(1)
       Amount                                           (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
REPURCHASE AGREEMENTS (2.9%)
     $ 9,906,000       State Street Bank and Trust
                        Co. Repurchase Agreement,
                        5.71%, due 3/1/00, dated
                        2/29/00, Maturity Value
                        $9,907,571, Collateralized by
                        $10,155,000 Fannie Mae,
                        Notes, 6.40%, due 9/27/01
                        (Collateral Value
                        $10,206,384) (COST $9,906)         $  9,906(3)
                                                           --------
SHORT-TERM INVESTMENTS (12.6%)
      43,222,736       N&B Securities Lending Quality
                        Fund, LLC (COST $43,223)             43,223(3)
                                                           --------
                       TOTAL INVESTMENTS (114.2%)
                        (COST $264,678)                     391,168(4)
                       Liabilities, less cash,
                        receivables and other assets
                        [(14.2%)]                           (48,492)
                                                           --------
                       TOTAL NET ASSETS (100.0%)           $342,676
                                                           --------

</TABLE>

SEE NOTES TO SCHEDULE OF INVESTMENTS

                                      C-15
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Partners Portfolio

<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ----------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  L.M. Ericsson Telephone, B Shares ADR           3.1%
 2.  CIGNA Corp.                                     3.0%
 3.  News Corp. ADR                                  3.0%
 4.  GTE Corp.                                       2.6%
 5.  IBM                                             2.6%
 6.  The Williams Cos.                               2.4%
 7.  Honeywell International                         2.3%
 8.  Parametric Technology                           2.3%
 9.  Computer Associates                             2.3%
10.  Bank of New York                                2.3%
</TABLE>

<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
COMMON STOCKS (95.3%)
AEROSPACE (2.3%)
       1,423,000       Honeywell International            $   68,482
                                                          ----------
AIRLINES (1.5%)
         393,000       AMR Corp.                              20,780
         771,200       Continental Airlines Class B           24,389
                                                          ----------
                                                              45,169
                                                          ----------
AUTOMOBILE MANUFACTURING (1.7%)
         657,000       General Motors                         49,973
                                                          ----------
AUTO/TRUCK REPLACEMENT PARTS (0.8%)
       1,090,000       Lear Corp.                             23,026
                                                          ----------
BANKING & FINANCIAL (6.8%)
       2,025,000       Bank of New York                       67,458
         770,000       Chase Manhattan                        61,311
         284,100       Citigroup Inc.                         14,684
       1,337,000       Countrywide Credit Industries          33,342
         675,000       Wells Fargo                            22,317
                                                          ----------
                                                             199,112
                                                          ----------
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
CHEMICALS (2.9%)
         614,000       Alcoa Inc.                         $   42,059
         855,000       duPont                                 43,177
                                                          ----------
                                                              85,236
                                                          ----------
COMMUNICATIONS (3.0%)
         570,000       Bell Atlantic                          27,894
       1,360,000       MCI WorldCom                           60,690
                                                          ----------
                                                              88,584
                                                          ----------
ENERGY (1.6%)
         175,000       AES Corp.                              14,667
         660,000       Duke Energy                            32,010
                                                          ----------
                                                              46,677
                                                          ----------
FINANCIAL SERVICES (2.1%)
       2,150,000       Ceridian Corp.                         42,597
         593,000       SLM Holding                            18,568
                                                          ----------
                                                              61,165
                                                          ----------
FOOD & TOBACCO (3.0%)
         839,000       Anheuser-Busch                         53,801
       1,197,900       Nabisco Holdings                       35,039
                                                          ----------
                                                              88,840
                                                          ----------
FOOD PRODUCTS (2.0%)
       4,000,000       Kroger Co.                             59,500
                                                          ----------
GAS (1.8%)
       1,572,100       Praxair, Inc.                          53,058
                                                          ----------
HEALTH CARE (11.3%)
         942,000       American Home Products                 40,977
       1,020,300       Bristol-Myers Squibb                   57,966
       1,200,000       CIGNA Corp.                            88,575
         706,400       Johnson & Johnson                      50,684
           5,500       MedicaLogic, Inc.                         204
         955,000       Merck & Co.                            58,792
         547,900       Wellpoint Health Networks              36,984
                                                          ----------
                                                             334,182
                                                          ----------
</TABLE>

                                      C-16
<PAGE>
                                                   February 29, 2000 (Unaudited)
- --------------------------------------------------------------------------------

          Partners Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
INDUSTRIAL GOODS & SERVICES (2.8%)
       1,485,000       General Dynamics                   $   64,226
         357,200       Phelps Dodge                           16,833
                                                          ----------
                                                              81,059
                                                          ----------
INSURANCE (5.6%)
       1,544,000       Ace, Ltd.                              27,599
         650,000       American International Group           57,485
       1,465,700       Aon Corp.                              30,688
       1,183,359       XL Capital                             47,852
                                                          ----------
                                                             163,624
                                                          ----------
MEDIA & ENTERTAINMENT (1.8%)
       1,570,000       Walt Disney                            52,595
                                                          ----------
OIL & GAS (9.2%)
         540,000       Chevron Corp.                          40,331
         735,000       Exxon Mobil                            55,355
         870,000       Halliburton Co.                        33,223
         913,200       Texaco Inc.                            43,320
         800,000       Total Fina ADR                         53,700
       1,158,000       Transocean Sedco Forex                 45,669
                                                          ----------
                                                             271,598
                                                          ----------
PAPER & FOREST PRODUCTS (2.5%)
         478,500       Georgia-Pacific                        16,598
       1,095,000       Weyerhaeuser Co.                       56,187
                                                          ----------
                                                              72,785
                                                          ----------
RAILROADS (0.2%)
         305,300       Burlington Northern Santa Fe            6,011
                                                          ----------
RETAILING (0.6%)
       1,620,000       Consolidated Stores                    18,225
                                                          ----------
TECHNOLOGY (19.5%)
       1,980,000       Cadence Design Systems                 39,476
       1,058,000       Computer Associates                    68,043
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
         540,000       Computer Sciences                  $   42,559
         505,000       General Motors Class H                 60,853
         750,000       IBM                                    76,500
         961,000       L.M. Ericsson Telephone, B
                        Shares ADR                            92,256
         225,000       Micron Technology                      22,064
         175,000       Motorola, Inc.                         29,837
          39,200       Network Solutions                      12,639
       1,142,400       Novell, Inc.                           37,771
       2,245,000       Parametric Technology                  68,052
         798,600       Unisys Corp.                           23,908
           5,000       VIA NET.WORKS                             330
                                                          ----------
                                                             574,288
                                                          ----------
TELECOMMUNICATIONS (7.7%)
         176,550       Allegiance Telecom                     17,456
       1,045,000       AT&T Corp.-Liberty Media Group
                        Class A                               54,601
         297,800       Global Crossing                        13,885
       1,323,100       GTE Corp.                              78,063
         468,000       Nextel Communications                  63,999
                                                          ----------
                                                             228,004
                                                          ----------
UTILITIES (4.6%)
         998,400       Edison International                   26,270
       1,695,000       The Williams Cos.                      70,872
       1,010,000       Unicom Corp.                           38,191
                                                          ----------
                                                             135,333
                                                          ----------
                       TOTAL COMMON STOCKS (COST
                        $2,686,567)                        2,806,526
                                                          ----------
PREFERRED STOCKS (3.0%)
       1,752,000       News Corp. ADR (COST $46,209)          88,147
                                                          ----------
</TABLE>

                                      C-17
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

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

          Partners Portfolio (Cont'd)

<TABLE>
<CAPTION>
                                                             Market
      Principal                                             Value(1)
       Amount                                           (000's omitted)
- ---------------------                                   ----------------
<C>                    <S>                              <C>
REPURCHASE AGREEMENTS (1.0%)
    $ 29,395,000       State Street Bank and Trust
                        Co. Repurchase Agreement,
                        5.71%, due 3/1/00, dated
                        2/29/00, Maturity Value
                        $29,399,662, Collateralized
                        by $30,125,000 Fannie Mae,
                        Notes, 6.40%, due 9/27/01
                        (Collateral Value
                        $30,277,433) (COST $29,395)        $   29,395(3)
                                                           ----------
SHORT-TERM INVESTMENTS (3.4%)
     101,394,544       N&B Securities Lending Quality
                        Fund, LLC (COST $101,395)             101,395(3)
                                                           ----------
                       TOTAL INVESTMENTS (102.7%)
                        (COST $2,863,566)                   3,025,463(4)
                       Liabilities, less cash,
                        receivables and other assets
                        [(2.7%)]                              (79,167)
                                                           ----------
                       TOTAL NET ASSETS (100.0%)           $2,946,296
                                                           ----------

</TABLE>

SEE NOTES TO SCHEDULE OF INVESTMENTS

                                      C-18
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

- --------------------------------------------------------------------------------
          Socially Responsive Portfolio

<TABLE>
<CAPTION>
                   TOP TEN EQUITY HOLDINGS
     ----------------------------------------------------
     HOLDING                                   PERCENTAGE
<C>  <S>                                       <C>
 1.  Hewlett-Packard                                 5.4%
 2.  Intel Corp.                                     5.1%
 3.  Electronic Data Systems                         4.1%
 4.  Citigroup Inc.                                  4.0%
 5.  Cooper Cameron                                  3.6%
 6.  AT&T Corp.                                      3.2%
 7.  Warner-Lambert                                  2.9%
 8.  MCI WorldCom                                    2.9%
 9.  Biogen, Inc.                                    2.8%
10.  Kimberly-Clark                                  2.6%
</TABLE>

<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
COMMON STOCKS (99.0%)
ADVERTISING (2.0%)
         67,900        True North Communications           $  2,512
                                                           --------
BASIC MATERIALS (2.0%)
         36,600        Alcoa Inc.                             2,507
                                                           --------
CHEMICALS (4.8%)
         75,000        International Flavors &
                        Fragrances                            2,250
         36,300        Minerals Technologies                  1,473
         70,700        Praxair, Inc.                          2,386
                                                           --------
                                                              6,109
                                                           --------
CONSUMER GOODS & SERVICES (4.8%)
         65,300        Kimberly-Clark                         3,375
        100,000        Marriott International                 2,756
                                                           --------
                                                              6,131
                                                           --------
DIVERSIFIED (4.1%)
         48,800        Danaher Corp.                          1,992
         87,100        Tyco International                     3,304
                                                           --------
                                                              5,296
                                                           --------
ENERGY (1.8%)
         50,000        BP Amoco ADR                           2,350
                                                           --------
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
ENTERTAINMENT (2.6%)
        127,000        Fox Entertainment Group             $  3,342
                                                           --------
FINANCIAL SERVICES (8.3%)
         37,600        Chase Manhattan                        2,994
         98,950        Citigroup Inc.                         5,115
         46,800        Fannie Mae                             2,480
                                                           --------
                                                             10,589
                                                           --------
FOOD & BEVERAGE (0.8%)
         66,400        Sara Lee                                 996
                                                           --------
HEALTH CARE (9.2%)
         32,600        Biogen, Inc.                           3,519
         22,800        Johnson & Johnson                      1,636
         42,800        Warner-Lambert                         3,662
         42,900        Wellpoint Health Networks              2,895
                                                           --------
                                                             11,712
                                                           --------
INSURANCE (6.3%)
         27,000        American International Group           2,388
         60,000        HealthAxis, Inc.                       1,747
         30,200        Progressive Corp.                      1,797
         76,200        ReliaStar Financial                    2,129
                                                           --------
                                                              8,061
                                                           --------
OIL & GAS (9.7%)
         90,500        Anadarko Petroleum                     2,783
         83,500        Cooper Cameron                         4,613
         47,300        Enron Corp.                            3,264
         50,600        Nabors Industries                      1,815
                                                           --------
                                                             12,475
                                                           --------
PAPER & FOREST PRODUCTS (1.3%)
         53,700        Mead Corp.                             1,608
                                                           --------
PUBLISHING & BROADCASTING (1.8%)
         81,700        Valassis Communications                2,262
                                                           --------
</TABLE>

                                      C-19
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger Berman                                   February 29, 2000 (Unaudited)

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

          Socially Responsive Portfolio (Cont'd)
<TABLE>
<CAPTION>
                                                            Market
       Number                                              Value(1)
      of Shares                                         (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
RETAIL (3.7%)
         71,700        Safeway Inc.                        $  2,765
         33,600        Target Corp.                           1,982
                                                           --------
                                                              4,747
                                                           --------
RETAIL STORES (1.7%)
         60,700        Federated Department Stores            2,227
                                                           --------
RETAILING (1.5%)
         40,000        Wal-Mart Stores                        1,947
                                                           --------
TECHNOLOGY (20.4%)
        110,700        Compaq Computer                        2,754
         81,100        Electronic Data Systems                5,251
         51,700        Hewlett-Packard                        6,954
         25,000        IBM                                    2,550
         58,100        Intel Corp.                            6,565
         60,000        Novell, Inc.                           1,984
                                                           --------
                                                             26,058
                                                           --------
TELECOMMUNICATIONS (9.8%)
         83,200        AT&T Corp.                             4,113
         45,500        Bell Atlantic                          2,227
         81,900        MCI WorldCom                           3,655
         33,000        Metricom, Inc.                         2,570
                                                           --------
                                                             12,565
                                                           --------
TRANSPORTATION (2.4%)
         58,100        AMR Corp.                              3,072
                                                           --------
                       TOTAL COMMON STOCKS (COST
                        $106,437)                           126,566
                                                           --------
</TABLE>

<TABLE>
<CAPTION>
                                                            Market
      Principal                                            Value(1)
       Amount                                           (000's omitted)
- ---------------------                                   ---------------
<C>                    <S>                              <C>
REPURCHASE AGREEMENTS (0.8%)
     $1,023,000        State Street Bank and Trust
                        Co. Repurchase Agreement,
                        5.71%, due 3/1/00, dated
                        2/29/00, Maturity Value
                        $1,046,166, Collateralized by
                        $1,075,000 Fannie Mae, Notes,
                        6.40%, due 9/27/01
                        (Collateral Value $1,080,440)
                         (COST $1,023)                     $  1,023(3)
                                                           --------
SHORT-TERM INVESTMENTS (1.9%)
        100,000        Community Capital Bank, 4.20%,
                        due 3/31/00                             100
        100,000        Self Help Credit Union, 5.46%,
                        due 5/22/00                             100
      2,214,967        N&B Securities Lending Quality
                        Fund, LLC                             2,215
                                                           --------
                       TOTAL SHORT-TERM INVESTMENTS
                        (COST $2,415)                         2,415(3)
                                                           --------
                       TOTAL INVESTMENTS (101.7%)
                        (COST $109,875)                     130,004(4)
                       Liabilities, less cash,
                        receivables and other assets
                        [(1.7%)]                             (2,135)
                                                           --------
                       TOTAL NET ASSETS (100.0%)           $127,869
                                                           --------
</TABLE>

SEE NOTES TO SCHEDULE OF INVESTMENTS

                                      C-20
<PAGE>
NOTES TO SCHEDULE OF INVESTMENTS
                                                   February 29, 2000 (Unaudited)
- ----------------------------------------------------------------------
          Equity Managers Trust
1) Investment securities of each Portfolio are valued at the latest sales price;
   securities for which no sales were reported, unless otherwise noted, are
   valued at the mean between the closing bid and asked prices. The Portfolios
   value all other securities by a method the trustees of Equity Managers Trust
   believe accurately reflects fair value. Foreign security prices are furnished
   by independent quotation services expressed in local currency values. Foreign
   security prices are translated from the local currency into U.S. dollars
   using current exchange rates. Short-term debt securities with less than 60
   days until maturity may be valued at cost which, when combined with interest
   earned, approximates market value.
2) Affiliated issuer (see Note E of Notes to Financial Statements).
3) At cost, which approximates market value.
4) At February 29, 2000, selected Portfolio information on a U.S. Federal income
   tax basis was as follows:

<TABLE>
<CAPTION>
                                                         GROSS          GROSS
                                                       UNREALIZED     UNREALIZED   NET UNREALIZED
NEUBERGER BERMAN                          COST        APPRECIATION   DEPRECIATION   APPRECIATION
<S>                                  <C>             <C>             <C>           <C>
- -------------------------------------------------------------------------------------------------
FOCUS PORTFOLIO                      $1,104,958,000   $732,439,000   $105,424,000   $627,015,000
GENESIS PORTFOLIO                     1,396,697,000    329,645,000   144,978,000     184,667,000
GUARDIAN PORTFOLIO                    3,631,665,000    600,113,000   470,157,000     129,956,000
MANHATTAN PORTFOLIO                     858,802,000    604,639,000    18,733,000     585,906,000
MILLENNIUM PORTFOLIO                    264,713,000    131,509,000     5,054,000     126,455,000
PARTNERS PORTFOLIO                    2,867,056,000    417,728,000   259,321,000     158,407,000
SOCIALLY RESPONSIVE PORTFOLIO           109,875,000     28,627,000     8,498,000      20,129,000
</TABLE>

5) The following securities were held in escrow at February 29, 2000, to cover
   outstanding call options written:

<TABLE>
<CAPTION>
                                                                                     PREMIUM
                                               SECURITIES AND      MARKET VALUE         ON        MARKET VALUE
NEUBERGER BERMAN                  SHARES          OPTIONS          OF SECURITIES     OPTIONS       OF OPTIONS
<S>                               <C>        <C>                   <C>              <C>           <C>
- --------------------------------------------------------------------------------------------------------------
GUARDIAN PORTFOLIO                311,500      Warner-Lambert       $26,653,000     $1,889,000     $  642,000
                                              July 2000 @ 105
                                  100,000     Wellpoint Health        6,750,000       893,000       1,838,000
                                                  Networks
                                              April 2000 @ 50
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      C-21
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
- ----------------------------------------------------------------------
          Equity Managers Trust

<TABLE>
<CAPTION>
                                                                       FOCUS         GENESIS       GUARDIAN
(000'S OMITTED)                                                      PORTFOLIO      PORTFOLIO      PORTFOLIO
<S>                                                                <C>            <C>            <C>
                                                                   -------------------------------------------
ASSETS
      Investments in securities, at market value* (Notes A &
        E) -- see Schedule of Investments:
          Unaffiliated issuers                                     $  1,690,323   $  1,487,748   $  3,761,621
          Non-controlled affiliated issuers                              41,650         93,616             --
                                                                   -------------------------------------------
                                                                      1,731,973      1,581,364      3,761,621
      Cash                                                                   --              1             --
      Dividends and interest receivable                                     679          1,610          5,701
      Prepaid expenses and other assets                                      24             46            127
      Receivable for option contracts written                                 8             --             --
      Receivable for securities sold                                     10,010         22,492         33,983
                                                                   -------------------------------------------
                                                                      1,742,694      1,605,513      3,801,432
                                                                   -------------------------------------------
LIABILITIES
      Option contracts written, at market value (Note A)                     --             --          2,480
      Payable for collateral on securities loaned (Note A)                6,891         47,518         58,320
      Payable for securities purchased                                    5,713         18,981         67,716
      Payable to investment manager (Note B)                                636            878          1,369
      Accrued expenses and other payables                                   163            331            398
                                                                   -------------------------------------------
                                                                         13,403         67,708        130,283
                                                                   -------------------------------------------
NET ASSETS Applicable to Investors' Beneficial Interests           $  1,729,291   $  1,537,805   $  3,671,149
                                                                   -------------------------------------------

NET ASSETS consist of:
      Paid-in capital                                              $  1,099,861   $  1,353,079   $  3,540,666
      Net unrealized appreciation in value of investment
        securities and option contracts                                 629,430        184,726        130,483
                                                                   -------------------------------------------
NET ASSETS                                                         $  1,729,291   $  1,537,805   $  3,671,149
                                                                   -------------------------------------------
*Cost of investments:
Unaffiliated issuers                                               $  1,066,195   $  1,295,175   $  3,631,440
Non-controlled affiliated issuers                                        36,348        101,463             --
                                                                   -------------------------------------------
      Total cost of investments                                    $  1,102,543   $  1,396,638   $  3,631,440
                                                                   -------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      C-22
<PAGE>
                                                   February 29, 2000 (Unaudited)
- ----------------------------------------------------------------------
          Equity Managers Trust

<TABLE>
<CAPTION>
                                                                                                             SOCIALLY
                                                                MANHATTAN     MILLENNIUM      PARTNERS      RESPONSIVE
                                                                PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO
<S>                                                           <C>            <C>            <C>            <C>
                                                              ----------------------------------------------------------
ASSETS
    Investments in securities, at market value* (Notes A &
      E) -- see Schedule of Investments:
          Unaffiliated issuers                                $  1,444,708   $    391,168   $  3,025,463   $    130,004
          Non-controlled affiliated issuers                             --             --             --             --
                                                              ----------------------------------------------------------
                                                                 1,444,708        391,168      3,025,463        130,004
      Cash                                                               6             12             --              2
      Dividends and interest receivable                                961            172          5,152             99
      Prepaid expenses and other assets                                 52              3             83              8
      Receivable for option contracts written                           --             --             --             --
      Receivable for securities sold                                 7,935          6,029         18,768          2,454
                                                              ----------------------------------------------------------
                                                                 1,453,662        397,384      3,049,466        132,567
                                                              ----------------------------------------------------------
LIABILITIES
      Option contracts written, at market value (Note A)                --             --             --             --
      Payable for collateral on securities loaned (Note A)         219,243         43,223        101,395          2,215
      Payable for securities purchased                               6,476         11,088            272          2,375
      Payable to investment manager (Note B)                           442            193          1,117             60
      Accrued expenses and other payables                              965            204            386             48
                                                              ----------------------------------------------------------
                                                                   227,126         54,708        103,170          4,698
                                                              ----------------------------------------------------------
NET ASSETS Applicable to Investors' Beneficial Interests      $  1,226,536   $    342,676   $  2,946,296   $    127,869
                                                              ----------------------------------------------------------

NET ASSETS consist of:
      Paid-in capital                                         $    640,519   $    216,186   $  2,784,399   $    107,740
      Net unrealized appreciation in value of investment
        securities and option contracts                            586,017        126,490        161,897         20,129
                                                              ----------------------------------------------------------
NET ASSETS                                                    $  1,226,536   $    342,676   $  2,946,296   $    127,869
                                                              ----------------------------------------------------------
*Cost of investments:
Unaffiliated issuers                                          $    858,691   $    264,678   $  2,863,566   $    109,875
Non-controlled affiliated issuers                                       --             --             --             --
                                                              ----------------------------------------------------------
      Total cost of investments                               $    858,691   $    264,678   $  2,863,566   $    109,875
                                                              ----------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      C-23
<PAGE>
STATEMENTS OF OPERATIONS
- ----------------------------------------------------------------------
          Equity Managers Trust

<TABLE>
<CAPTION>
                                                                       FOCUS       GENESIS      GUARDIAN
(000'S OMITTED)                                                      PORTFOLIO    PORTFOLIO     PORTFOLIO
<S>                                                                 <C>         <C>           <C>
                                                                    ---------------------------------------
INVESTMENT INCOME
    Income:
      Dividend income -- unaffiliated issuers                       $    5,920  $      6,991  $     25,244
      Dividend income -- non-controlled affiliated issuers                  --           524            --
      Interest income                                                      292         2,139         8,022
      Foreign taxes withheld (Note A)                                       --            --          (122)
                                                                    ---------------------------------------
        Total income                                                     6,212         9,654        33,144
                                                                    ---------------------------------------
    Expenses:
      Investment management fee (Note B)                                 3,945         5,806         9,727
      Accounting fees                                                        5             5             5
      Auditing fees                                                         21            20            24
      Custodian fees (Note B)                                              146           163           328
      Insurance expense                                                     10            11            31
      Legal fees                                                            12             6            10
      Trustees' fees and expenses                                           12            12            27
      Miscellaneous                                                         --            17            --
                                                                    ---------------------------------------
        Total expenses                                                   4,151         6,040        10,152
      Expenses reduced by custodian fee expense offset
        arrangement (Note B)                                                (4)           --            (5)
                                                                    ---------------------------------------
        Total net expenses                                               4,147         6,040        10,147
                                                                    ---------------------------------------
        Net investment income (loss)                                     2,065         3,614        22,997
                                                                    ---------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Net realized gain on investment securities sold in
      unaffiliated issuers                                             192,180        61,250       447,704
    Net realized loss on investment securities sold in
      non-controlled affiliated issuers                                     --        (5,188)           --
    Net realized loss on option contracts (Note A)                         (12)           --       (88,477)
    Net realized loss on financial futures contracts (Note A)               --            --        (5,940)
    Change in net unrealized appreciation of investment
      securities, financial futures contracts, and option
      contracts (Note A)                                               122,083        43,805      (450,438)
                                                                    ---------------------------------------
        Net gain (loss) on investments                                 314,251        99,867       (97,151)
                                                                    ---------------------------------------
        Net increase (decrease) in net assets resulting from
          operations                                                $  316,316  $    103,481  $    (74,154)
                                                                    ---------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      C-24
<PAGE>
                          For the Six Months Ended February 29, 2000 (Unaudited)
- ----------------------------------------------------------------------
          Equity Managers Trust

<TABLE>
<CAPTION>
                                                                                                            SOCIALLY
                                                                    MANHATTAN   MILLENNIUM    PARTNERS     RESPONSIVE
                                                                    PORTFOLIO    PORTFOLIO    PORTFOLIO     PORTFOLIO
<S>                                                                <C>          <C>         <C>           <C>
                                                                   ----------------------------------------------------
INVESTMENT INCOME
    Income:
      Dividend income -- unaffiliated issuers                      $      349   $        4  $     24,402  $        966
      Dividend income -- non-controlled affiliated issuers                 --           --            --            --
      Interest income                                                   1,145          370         2,516           382
      Foreign taxes withheld (Note A)                                      --           --          (161)           --
                                                                   ----------------------------------------------------
        Total income                                                    1,494          374        26,757         1,348
                                                                   ----------------------------------------------------
    Expenses:
      Investment management fee (Note B)                                2,069          655         7,806           671
      Accounting fees                                                       5            5             5             5
      Auditing fees                                                        18            8            23            15
      Custodian fees (Note B)                                              93           47           272            47
      Insurance expense                                                     4           --            24             2
      Legal fees                                                            8           11             9            24
      Trustees' fees and expenses                                           7            3            22             4
      Miscellaneous                                                        11            3            --            --
                                                                   ----------------------------------------------------
        Total expenses                                                  2,215          732         8,161           768
      Expenses reduced by custodian fee expense offset
        arrangement (Note B)                                               (1)          (2)          (11)           (1)
                                                                   ----------------------------------------------------
        Total net expenses                                              2,214          730         8,150           767
                                                                   ----------------------------------------------------
        Net investment income (loss)                                     (720)        (356)       18,607           581
                                                                   ----------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Net realized gain on investment securities sold in
      unaffiliated issuers                                             92,655       24,399        85,756        63,234
    Net realized loss on investment securities sold in
      non-controlled affiliated issuers                                    --           --            --            --
    Net realized loss on option contracts (Note A)                         --           --            --            --
    Net realized loss on financial futures contracts (Note A)              --           --            --            --
    Change in net unrealized appreciation of investment
      securities, financial futures contracts, and option
      contracts (Note A)                                              463,683      120,373      (197,994)      (77,830)
                                                                   ----------------------------------------------------
        Net gain (loss) on investments                                556,338      144,772      (112,238)      (14,596)
                                                                   ----------------------------------------------------
        Net increase (decrease) in net assets resulting from
          operations                                               $  555,618   $  144,416  $    (93,631) $    (14,015)
                                                                   ----------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      C-25
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------
          Equity Managers Trust

<TABLE>
<CAPTION>
                                                                             FOCUS                     GENESIS
                                                                           PORTFOLIO                  PORTFOLIO
                                                                    Six Months                 Six Months
                                                                      Ended          Year        Ended         Year
                                                                   February 29,     Ended     February 29,    Ended
                                                                       2000       August 31,      2000      August 31,
(000'S OMITTED)                                                    (UNAUDITED)       1999     (UNAUDITED)      1999
<S>                                                                <C>           <C>          <C>          <C>
                                                                   ----------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
    Net investment income (loss)                                   $     2,065   $     5,971  $     3,614  $    18,739
    Net realized gain (loss) on investments                            192,168       203,107       56,062     (110,390)
    Change in net unrealized appreciation (depreciation) of
      investments                                                      122,083       283,206       43,805      413,682
                                                                   ----------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                       316,316       492,284      103,481      322,031
                                                                   ----------------------------------------------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
    Additions                                                           45,385        50,568       50,683      528,302
    Reductions                                                        (178,808)     (313,932)    (367,463)    (911,584)
                                                                   ----------------------------------------------------
    Net increase (decrease) in net assets resulting from
      transactions in investors' beneficial interests                 (133,423)     (263,364)    (316,780)    (383,282)
                                                                   ----------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS                                  182,893       228,920     (213,299)     (61,251)
NET ASSETS:
    Beginning of period                                              1,546,398     1,317,478    1,751,104    1,812,355
                                                                   ----------------------------------------------------
    End of period                                                  $ 1,729,291   $ 1,546,398  $ 1,537,805  $ 1,751,104
                                                                   ----------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      C-26
<PAGE>
- ----------------------------------------------------------------------
          Equity Managers Trust
<TABLE>
<CAPTION>

                                                                          GUARDIAN                   MANHATTAN
                                                                          PORTFOLIO                  PORTFOLIO
                                                                   Six Months                 Six Months
                                                                     Ended         Year         Ended          Year
                                                                  February 29,    Ended      February 29,     Ended
                                                                      2000      August 31,       2000       August 31,
                                                                  (UNAUDITED)      1999      (UNAUDITED)       1999
<S>                                                               <C>          <C>           <C>           <C>
                                                                  -----------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
    Net investment income (loss)                                  $    22,997  $    60,087   $      (720)  $      (502)
    Net realized gain (loss) on investments                           353,287      991,845        92,655        57,698
    Change in net unrealized appreciation (depreciation) of
      investments                                                    (450,438)     406,548       463,683       135,208
                                                                  -----------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                      (74,154)   1,458,480       555,618       192,404
                                                                  -----------------------------------------------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
    Additions                                                          29,766      164,857       122,051        47,432
    Reductions                                                     (1,008,183)  (2,687,422)      (63,992)     (150,336)
                                                                  -----------------------------------------------------
    Net increase (decrease) in net assets resulting from
      transactions in investors' beneficial interests                (978,417)  (2,522,565)       58,059      (102,904)
                                                                  -----------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS                              (1,052,571)  (1,064,085)      613,677        89,500
NET ASSETS:
    Beginning of period                                             4,723,720    5,787,805       612,859       523,359
                                                                  -----------------------------------------------------
    End of period                                                 $ 3,671,149  $ 4,723,720   $ 1,226,536   $   612,859
                                                                  -----------------------------------------------------

<CAPTION>
                                                                             MILLENNIUM
                                                                              PORTFOLIO
                                                                                    Period from
                                                                    Six Months   October 20, 1998
                                                                      Ended        (Commencement
                                                                   February 29,  of Operations) to
                                                                       2000         August 31,
                                                                   (UNAUDITED)         1999
<S>                                                                <C>           <C>
                                                                   -------------------------------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
    Net investment income (loss)                                   $      (356)      $      (186)
    Net realized gain (loss) on investments                             24,399             8,249
    Change in net unrealized appreciation (depreciation) of
      investments                                                      120,373             6,117
                                                                   -------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                       144,416            14,180
                                                                   -------------------------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
    Additions                                                          148,347            57,892
    Reductions                                                         (18,324)           (3,835)
                                                                   -------------------------------
    Net increase (decrease) in net assets resulting from
      transactions in investors' beneficial interests                  130,023            54,057
                                                                   -------------------------------
NET INCREASE (DECREASE) IN NET ASSETS                                  274,439            68,237
NET ASSETS:
    Beginning of period                                                 68,237                --
                                                                   -------------------------------
    End of period                                                  $   342,676       $    68,237
                                                                   -------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      C-27
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS(Cont'd)
- ----------------------------------------------------------------------
          Equity Managers Trust

<TABLE>
<CAPTION>
                                                                                                   SOCIALLY
                                                                       PARTNERS                   RESPONSIVE
                                                                      PORTFOLIO                   PORTFOLIO
                                                               Six Months                  Six Months
                                                                 Ended          Year         Ended          Year
                                                              February 29,     Ended      February 29,     Ended
                                                                  2000       August 31,       2000       August 31,
(000'S OMITTED)                                               (UNAUDITED)       1999      (UNAUDITED)       1999
<S>                                                           <C>           <C>           <C>           <C>
                                                              ------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
    Net investment income (loss)                              $    18,607   $    51,968   $       581   $     2,271
    Net realized gain (loss) on investments                        85,756       353,820        63,234        22,484
    Change in net unrealized appreciation (depreciation) of
      investments                                                (197,994)      531,136       (77,830)       81,446
                                                              ------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                  (93,631)      936,924       (14,015)      106,201
                                                              ------------------------------------------------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
    Additions                                                      40,035       230,354        21,529        53,231
    Reductions                                                   (768,848)     (979,875)     (276,758)      (45,169)
                                                              ------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      transactions in investors' beneficial interests            (728,813)     (749,521)     (255,229)        8,062
                                                              ------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS                            (822,444)      187,403      (269,244)      114,263
NET ASSETS:
    Beginning of period                                         3,768,740     3,581,337       397,113       282,850
                                                              ------------------------------------------------------
    End of period                                             $ 2,946,296   $ 3,768,740   $   127,869   $   397,113
                                                              ------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      C-28
<PAGE>
NOTES TO FINANCIAL STATEMENTS
                                                   February 29, 2000 (Unaudited)
- ----------------------------------------------------------------------
          Equity Managers Trust

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1) GENERAL: Neuberger Berman Focus Portfolio ("Focus"), Neuberger Berman Genesis
   Portfolio ("Genesis"), Neuberger Berman Guardian Portfolio ("Guardian"),
   Neuberger Berman Manhattan Portfolio ("Manhattan"), Neuberger Berman
   Millennium Portfolio ("Millennium"), Neuberger Berman Partners Portfolio
   ("Partners"), and Neuberger Berman Socially Responsive Portfolio ("Socially
   Responsive") (collectively, the "Portfolios") are separate operating series
   of Equity Managers Trust ("Managers Trust"), a New York common law trust
   organized as of December 1, 1992. Managers Trust is registered as a
   diversified, open-end management investment company under the Investment
   Company Act of 1940, as amended (the "1940 Act"). Millennium had no
   operations until October 20, 1998, other than matters relating to its
   organization and registration as a series of Managers Trust. Other regulated
   investment companies sponsored by Neuberger Berman Management Inc.
   ("Management"), whose financial statements are not presented herein, also
   invest in Managers Trust.
      The assets of each Portfolio belong only to that Portfolio, and the
   liabilities of each Portfolio are borne solely by that Portfolio and no
   other.
2) PORTFOLIO VALUATION: Investment securities are valued as indicated in the
   notes following the Portfolios' Schedule of Investments.
3) FOREIGN CURRENCY TRANSLATION: The accounting records of the Portfolios are
   maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
   dollars at the current rate of exchange of such currency against the U.S.
   dollar to determine the value of investments, other assets and liabilities.
   Purchase and sale prices of securities, and income and expenses are
   translated into U.S. dollars at the prevailing rate of exchange on the
   respective dates of such transactions.
4) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
   recorded on a trade date basis. Dividend income is recorded on the
   ex-dividend date or, for certain foreign dividends, as soon as the Portfolio
   becomes aware of the dividends. Non-cash dividends included in dividend
   income, if any, are recorded at the fair market value of the securities
   received. Interest income, including accretion of original issue discount,
   where applicable, and accretion of discount on short-term investments, is
   recorded on the accrual basis. Realized gains and losses from securities
   transactions and foreign currency transactions are recorded on the basis of
   identified cost.
5) TAXES: Managers Trust intends to comply with the requirements of the Internal
   Revenue Code. Each Portfolio of Managers Trust also intends to conduct its

                                      C-29
<PAGE>
   operations so that each of its investors will be able to qualify as a
   regulated investment company. Each Portfolio will be treated as a partnership
   for U.S. Federal income tax purposes and is therefore not subject to U.S.
   Federal income tax.
6) FOREIGN TAXES: Foreign taxes withheld represent amounts withheld by foreign
   tax authorities, net of refunds recoverable.
7) EXPENSE ALLOCATION: Each Portfolio bears all costs of its operations.
   Expenses incurred by Managers Trust with respect to any two or more
   portfolios are allocated in proportion to the net assets of such portfolios,
   except where a more appropriate allocation of expenses to each portfolio can
   otherwise be made fairly. Expenses directly attributable to a portfolio are
   charged to that portfolio.
8) CALL OPTIONS: Premiums received by each Portfolio upon writing a covered call
   option are recorded in the liability section of each Portfolio's Statement of
   Assets and Liabilities and are subsequently adjusted to the current market
   value. When an option is exercised, closed, or expired, the Portfolio
   realizes a gain or loss and the liability is eliminated. A Portfolio bears
   the risk of a decline in the price of the security during the period,
   although any potential loss during the period would be reduced by the amount
   of the option premium received. In general, written covered call options may
   serve as a partial hedge against decreases in value in the underlying
   securities to the extent of the premium received. All securities covering
   outstanding options are held in escrow by the custodian bank.
   Summary of option transactions for the six months ended February 29, 2000:

<TABLE>
<CAPTION>
                                                    VALUE
                                                    WHEN
FOCUS                                 NUMBER       WRITTEN
<S>                                  <C>         <C>
- ------------------------------------------------------------
CONTRACTS OUTSTANDING 8/31/99          3,000     $  441,000
CONTRACTS WRITTEN                      1,000        434,000
CONTRACTS EXPIRED                     (1,000)      (145,000)
CONTRACTS EXERCISED                        0              0
CONTRACTS CLOSED                      (3,000)      (730,000)
                                     -----------------------
CONTRACTS OUTSTANDING 2/29/00              0     $        0
                                     -----------------------
</TABLE>

<TABLE>
<CAPTION>
                                                        VALUE
                                                         WHEN
GUARDIAN                               NUMBER          WRITTEN
<S>                                  <C>             <C>
- -----------------------------------------------------------------
CONTRACTS OUTSTANDING 8/31/99            23,750      $ 15,446,000
CONTRACTS WRITTEN                        67,676        66,353,000
CONTRACTS EXPIRED                          (500)       (2,985,000)
CONTRACTS EXERCISED                      (3,769)       (1,754,000)
CONTRACTS CLOSED                        (83,042)      (74,278,000)
                                     ----------------------------
CONTRACTS OUTSTANDING 2/29/00             4,115      $  2,782,000
                                     ----------------------------
</TABLE>

                                      C-30
<PAGE>
 9) FINANCIAL FUTURES CONTRACTS: Each Portfolio may buy and sell stock index
    futures contracts for purposes of managing cash flow. Millennium and
    Socially Responsive may each buy and sell financial futures contracts to
    hedge against a possible decline in the value of their portfolio securities.
    At the time a Portfolio enters into a financial futures contract, it is
    required to deposit with its custodian a specified amount of cash or liquid
    securities, known as "initial margin," ranging upward from 1.1% of the value
    of the financial futures contract being traded. Each day, the futures
    contract is valued at the official settlement price of the board of trade or
    U.S. commodity exchange on which such futures contract is traded. Subsequent
    payments, known as "variation margin," to and from the broker are made on a
    daily basis as the market price of the financial futures contract
    fluctuates. Daily variation margin adjustments, arising from this "mark to
    market," are recorded by the Portfolios as unrealized gains or losses.
       Although some financial futures contracts by their terms call for actual
    delivery or acceptance of financial instruments, in most cases the contracts
    are closed out prior to delivery by offsetting purchases or sales of
    matching financial futures contracts. When the contracts are closed, a
    Portfolio recognizes a gain or loss. Risks of entering into futures
    contracts include the possibility there may be an illiquid market and/or a
    change in the value of the contract may not correlate with changes in the
    value of the underlying securities.
       For U.S. Federal income tax purposes, the futures transactions undertaken
    by a Portfolio may cause that Portfolio to recognize gains or losses from
    marking to market even though its positions have not been sold or
    terminated, may affect the character of the gains or losses recognized as
    long-term or short-term, and may affect the timing of some capital gains and
    losses realized by the Portfolios. Also, a Portfolio's losses on
    transactions involving futures contracts may be deferred rather than being
    taken into account currently in calculating such Portfolio's taxable income.
       During the six months ended February 29, 2000, Focus, Genesis, Manhattan,
    Millennium, Partners, and Socially Responsive did not enter into any
    financial futures contracts.
       During the six months ended February 29, 2000, Guardian had entered into
    various financial futures contracts. At February 29, 2000, there were no
    open positions.
10) SECURITY LENDING: Securities loans involve certain risks in the event a
    borrower should fail financially, including delays or inability to recover
    the lent securities or foreclose against the collateral. The investment
    manager, under the general supervision of Managers Trust's Board of
    Trustees, monitors the creditworthiness of the parties to whom the
    Portfolios make security loans. The Portfolios will not lend securities on
    which covered call options have been written, or lend securities on

                                      C-31
<PAGE>
    terms which would prevent each of their investors from qualifying as a
    regulated investment company. The Portfolios entered into a Securities
    Lending Agreement with Morgan Stanley & Co. Incorporated ("Morgan"). The
    Portfolios receive cash collateral equal to at least 100% of the current
    market value of the loaned securities. The Portfolios invest the cash
    collateral in the N&B Securities Lending Quality Fund, LLC ("investment
    vehicle"), which is managed by State Street Bank and Trust Company ("State
    Street") pursuant to guidelines approved by Managers Trust's investment
    manager. Income earned on the investment vehicle is paid to Morgan monthly.
    The Portfolios receive a fee, payable monthly, negotiated by the Portfolios
    and Morgan, based on the number and duration of the lending transactions. At
    February 29, 2000, the value of the securities loaned and the value of the
    collateral were as follows:

<TABLE>
<CAPTION>
                                        VALUE OF
                                       SECURITIES       VALUE OF
                                         LOANED        COLLATERAL
<S>                                  <C>             <C>
- -------------------------------------------------------------------
FOCUS                                $    6,756,000  $    6,891,000
GENESIS                                  46,586,000      47,518,000
GUARDIAN                                 57,176,000      58,320,000
MANHATTAN                               214,944,000     219,243,000
MILLENNIUM                               42,375,000      43,223,000
PARTNERS                                 99,406,000     101,395,000
SOCIALLY RESPONSIVE                       2,172,000       2,215,000
</TABLE>

11) REPURCHASE AGREEMENTS: Each Portfolio may enter into repurchase agreements
    with institutions that the Portfolio's investment manager has determined are
    creditworthy. Each repurchase agreement is recorded at cost. A Portfolio
    requires that the securities purchased in a repurchase transaction be
    transferred to the custodian in a manner sufficient to enable a Portfolio to
    obtain those securities in the event of a default under the repurchase
    agreement. A Portfolio monitors, on a daily basis, the value of the
    securities transferred to ensure that their value, including accrued
    interest, is greater than amounts owed to a Portfolio under each such
    repurchase agreement.

NOTE B -- MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:
   Each Portfolio retains Management as its investment manager under a
Management Agreement. For such investment management services, each Portfolio
(except Genesis and Millennium) pays Management a fee at the annual rate of
0.55% of the first $250 million of that Portfolio's average daily net assets,
0.525% of the next $250 million, 0.50% of the next $250 million, 0.475% of the
next $250 million, 0.45% of the next $500 million, and 0.425% of average daily
net assets in excess of $1.5 billion. Genesis and Millennium pay Management a
fee for investment management services at the annual rate of 0.85% of the first
$250 million of that Portfolio's average

                                      C-32
<PAGE>
daily net assets, 0.80% of the next $250 million, 0.75% of the next
$250 million, 0.70% of the next $250 million, and 0.65% of average daily net
assets in excess of $1 billion.
   Management and Neuberger Berman, LLC ("Neuberger"), a member firm of The New
York Stock Exchange and sub-adviser to each Portfolio, are wholly owned
subsidiaries of Neuberger Berman Inc., a publicly held company. Neuberger is
retained by Management to furnish it with investment recommendations and
research information without added cost to each Portfolio. Several individuals
who are officers and/or trustees of Managers Trust are also employees of
Neuberger and/or Management.
   Each Portfolio has an expense offset arrangement in connection with its
custodian contract. The impact of this arrangement, reflected in the Statements
of Operations under the caption Custodian fees, was a reduction of $4,333, $149,
$5,260, $885, $2,294, $10,625, and $613, for Focus, Genesis, Guardian,
Manhattan, Millennium, Partners, and Socially Responsive, respectively.

NOTE C -- SECURITIES TRANSACTIONS:
   During the six months ended February 29, 2000, there were purchase and sale
transactions (excluding short-term securities and option contracts) as follows:

<TABLE>
<CAPTION>
                                       PURCHASES         SALES
<S>                                  <C>             <C>
- -------------------------------------------------------------------
FOCUS                                $  381,851,000  $  479,210,000
GENESIS                                 211,484,000     546,464,000
GUARDIAN                              1,725,279,000   2,231,751,000
MANHATTAN                               426,433,000     395,770,000
MILLENNIUM                              242,490,000     111,566,000
PARTNERS                              1,678,989,000   2,225,081,000
SOCIALLY RESPONSIVE                      94,888,000     326,423,000
</TABLE>

   During the six months ended February 29, 2000, there were brokerage
commissions on securities paid to Neuberger and other brokers as follows:

<TABLE>
<CAPTION>
                                                         OTHER
                                       NEUBERGER        BROKERS          TOTAL
<S>                                  <C>             <C>             <C>
- -----------------------------------------------------------------------------------
FOCUS                                  $  414,000      $  371,000    $      785,000
GENESIS                                   410,000         551,000           961,000
GUARDIAN                                2,671,000       1,977,000         4,648,000
MANHATTAN                                 132,000         301,000           433,000
MILLENNIUM                                 28,000          25,000            53,000
PARTNERS                                  280,000          81,000           361,000
SOCIALLY RESPONSIVE                       180,000          82,000           262,000
</TABLE>

                                      C-33
<PAGE>
NOTE D -- LINE OF CREDIT:
   At February 29, 2000, Genesis, Manhattan, and Millennium were three of the
holders of a single committed, unsecured $100,000,000 line of credit with State
Street, to be used only for temporary or emergency purposes. Interest is charged
on borrowings under this agreement at the overnight Federal Funds Rate plus
0.75% per annum. A facility fee of 0.09% (0.07% prior to October 1, 1999) per
annum of the available line of credit is charged, of which Genesis, Manhattan,
and Millennium each has agreed to pay its pro rata share, based on the ratio of
its individual net assets to the net assets of all the participants at the time
the fee is due and payable. The fee is paid quarterly in arrears. No
compensating balance is required. Other investment companies managed by
Management also participate in this line of credit on the same terms. Because
several investment companies participate, there is no assurance that an
individual Portfolio will have access to the entire $100,000,000 at any
particular time. Genesis, Manhattan, and Millennium had no loans outstanding
pursuant to this line of credit at February 29, 2000. During the six months
ended February 29, 2000, Genesis, Manhattan, and Millennium did not utilize this
line of credit.

NOTE E -- INVESTMENTS IN NON-CONTROLLED AFFILIATES*:

<TABLE>
<CAPTION>
                    FOCUS
                                                 BALANCE OF       GROSS        GROSS        BALANCE OF
                                                 SHARES HELD    PURCHASES      SALES       SHARES HELD        VALUE
                                                 AUGUST 31,        AND          AND        FEBRUARY 29,    FEBRUARY 29,
NAME OF ISSUER:                                     1999        ADDITIONS    REDUCTIONS        2000            2000
- -----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>          <C>           <C>             <C>
Furniture Brands International                    1,800,000      793,000             0       2,593,000     $41,650,000

Photronics Inc.**                                 1,302,500            0       797,500         505,000      21,494,000
</TABLE>

<TABLE>
<CAPTION>
                   GENESIS
                                                 BALANCE OF       GROSS        GROSS        BALANCE OF
                                                 SHARES HELD    PURCHASES      SALES       SHARES HELD        VALUE
                                                 AUGUST 31,        AND          AND        FEBRUARY 29,    FEBRUARY 29,
NAME OF ISSUER:                                     1999        ADDITIONS    REDUCTIONS        2000            2000
- -----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>          <C>           <C>             <C>
AAR Corp.                                         1,771,350            0       406,400       1,364,950     $32,418,000
Alliant Techsystems                                 663,200            0       118,000         545,200      29,509,000
Aviall Inc.**                                     1,219,500            0       432,300         787,200       6,445,000
Davox Corp.**                                     1,075,600            0       601,400         474,200      18,138,000
DONCASTERS PLC ADR**                                478,300            0       478,300               0               0
Highland Bancorp                                    331,400            0             0         331,400       5,468,000
Primex Technologies                                 800,400            0        76,700         723,700      15,198,000
SOS Staffing Services                               814,400            0        25,000         789,400       3,947,000
Scottish Annuity & Life Holdings                    857,900       33,600             0         891,500       7,076,000
</TABLE>

 *AFFILIATED ISSUERS, AS DEFINED IN THE 1940 ACT, INCLUDE ISSUERS IN WHICH THE
  PORTFOLIO HELD 5% OR MORE OF THE OUTSTANDING VOTING SECURITIES.
**AT FEBRUARY 29, 2000, THE ISSUERS OF THESE SECURITIES WERE NO LONGER
  AFFILIATED WITH THE PORTFOLIO.

                                      C-34
<PAGE>
NOTE F -- UNAUDITED FINANCIAL INFORMATION:
   The financial information included in this interim report is taken from the
records of each Portfolio without audit by independent accountants/auditors.
Annual reports contain audited financial statements.

                                      C-35
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Focus Portfolio

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended
                                             February 29,
                                                 2000                            Year Ended August 31,
                                             (UNAUDITED)       1999         1998         1997         1996         1995
<S>                                          <C>             <C>          <C>          <C>          <C>          <C>
                                             -----------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
  Gross Expenses(1)                                  .51%(2)       .51%         .51%         .53%         .54%          --
                                             -----------------------------------------------------------------------------
  Net Expenses                                       .51%(2)       .51%         .51%         .53%         .54%         .57%
                                             -----------------------------------------------------------------------------
  Net Investment Income                              .25%(2)       .37%         .59%         .54%        1.04%        1.05%
                                             -----------------------------------------------------------------------------
Portfolio Turnover Rate                               23%           57%          64%          63%          39%          36%
                                             -----------------------------------------------------------------------------
Net Assets, End of Period (in millions)         $1,729.3      $1,546.4     $1,317.5     $1,573.4     $1,122.4       $969.2
                                             -----------------------------------------------------------------------------
</TABLE>

1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.

2) Annualized.

                                      C-36
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Genesis Portfolio

<TABLE>
<CAPTION>
                                                Six Months
                                                  Ended
                                               February 29,
                                                   2000                               Year Ended August 31,
                                               (UNAUDITED)         1999          1998          1997          1996          1995
<S>                                            <C>               <C>           <C>           <C>           <C>           <C>
                                               ----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
  Gross Expenses(1)                                   .76%(2)         .75%          .72%          .77%         .85%           --
                                               ----------------------------------------------------------------------------------
  Net Expenses                                        .76%(2)         .75%          .72%(3)       .77%(3)      .85%(3)       .94%(3)
                                               ----------------------------------------------------------------------------------
  Net Investment Income                               .45%(2)        1.02%         1.13%          .32%         .27%          .25%
                                               ----------------------------------------------------------------------------------
Portfolio Turnover Rate                                14%             33%           18%           18%          21%           37%
                                               ----------------------------------------------------------------------------------
Net Assets, End of Period (in millions)          $1,537.8        $1,751.1      $1,812.4      $1,083.7       $259.9        $142.2
                                               ----------------------------------------------------------------------------------
</TABLE>

1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.

2) Annualized.

3) Had the investment manager not waived a portion of the management fee, the
   annualized ratios of net expenses to average daily net assets would have
   been:

<TABLE>
<CAPTION>
                                 YEAR ENDED AUGUST 31,
                         1998       1997       1996       1995
<S>                    <C>        <C>        <C>        <C>
- ----------------------------------------------------------------
Net Expenses             .74%       .87%       .95%       .97%
</TABLE>

                                      C-37
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Guardian Portfolio

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended
                                             February 29,
                                                 2000                            Year Ended August 31,
                                             (UNAUDITED)       1999         1998         1997         1996         1995
<S>                                          <C>             <C>          <C>          <C>          <C>          <C>
                                             -----------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
  Gross Expenses(1)                                  .47%(2)       .46%         .46%         .46%         .46%          --
                                             -----------------------------------------------------------------------------
  Net Expenses                                       .47%(2)       .46%         .46%         .46%         .46%         .48%
                                             -----------------------------------------------------------------------------
  Net Investment Income                             1.06%(2)      1.06%         .92%         .89%        1.72%        1.72%
                                             -----------------------------------------------------------------------------
Portfolio Turnover Rate                               42%           73%          60%          50%          37%          26%
                                             -----------------------------------------------------------------------------
Net Assets, End of Period (in millions)         $3,671.1      $4,723.7     $5,787.8     $8,758.2     $6,232.5     $4,613.2
                                             -----------------------------------------------------------------------------
</TABLE>

1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.

2) Annualized.

                                      C-38
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Manhattan Portfolio

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended
                                             February 29,
                                                 2000                       Year Ended August 31,
                                             (UNAUDITED)      1999       1998       1997       1996       1995
<S>                                          <C>             <C>        <C>        <C>        <C>        <C>
                                             -------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
  Gross Expenses(1)                                 .56%(2)      .58%       .57%       .59%       .58%        --
                                             -------------------------------------------------------------------
  Net Expenses                                      .56%(2)      .58%       .57%       .59%       .58%       .59%
                                             -------------------------------------------------------------------
  Net Investment Income (Loss)                     (.18%)(2)    (.08%)     (.05%)      .20%       .13%       .42%
                                             -------------------------------------------------------------------
Portfolio Turnover Rate                              51%         115%        90%        89%        53%        44%
                                             -------------------------------------------------------------------
Net Assets, End of Period (in millions)        $1,226.5       $612.9     $523.4     $621.7     $567.4     $645.4
                                             -------------------------------------------------------------------
</TABLE>

1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.

2) Annualized.

                                      C-39
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Millennium Portfolio

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended            Period from
                                             February 29,    October 20, 1998(1)
                                                 2000           to August 31,
                                             (UNAUDITED)            1999
<S>                                          <C>             <C>
                                             -----------------------------------
RATIOS TO AVERAGE NET ASSETS:
  Gross Expenses(2)(3)                              .95%              1.20%
                                             -----------------------------------
  Net Expenses(3)                                   .95%              1.19%
                                             -----------------------------------
  Net Investment Loss(3)                           (.46%)             (.67%)
                                             -----------------------------------
Portfolio Turnover Rate                              71%               208%
                                             -----------------------------------
Net Assets, End of Period (in millions)          $342.7              $68.2
                                             -----------------------------------
</TABLE>

1) The date investment operations commenced.

2) The Portfolio is required to calculate an expense ratio without taking into
   consideration any expense reductions related to expense offset arrangements.

3) Annualized.

                                      C-40
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Partners Portfolio

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended
                                             February 29,
                                                 2000                            Year Ended August 31,
                                             (UNAUDITED)       1999         1998         1997         1996         1995
<S>                                          <C>             <C>          <C>          <C>          <C>          <C>
                                             -----------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
  Gross Expenses(1)                                  .47%(2)       .47%         .47%         .48%         .51%          --
                                             -----------------------------------------------------------------------------
  Net Expenses                                       .47%(2)       .47%         .47%         .48%         .51%         .53%
                                             -----------------------------------------------------------------------------
  Net Investment Income                             1.08%(2)      1.29%        1.11%        1.05%        1.26%        1.13%
                                             -----------------------------------------------------------------------------
Portfolio Turnover Rate                               50%          132%         109%          77%          96%          98%
                                             -----------------------------------------------------------------------------
Net Assets, End of Period (in millions)         $2,946.3      $3,768.7     $3,581.3     $3,575.6     $1,999.6     $1,623.5
                                             -----------------------------------------------------------------------------
</TABLE>

1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.

2) Annualized.

                                      C-41
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman
- --------------------------------------------------------------------------------
          Socially Responsive Portfolio

<TABLE>
<CAPTION>
                                              Six Months
                                                Ended
                                             February 29,
                                                 2000                       Year Ended August 31,
                                             (UNAUDITED)      1999       1998       1997       1996       1995
<S>                                          <C>             <C>        <C>        <C>        <C>        <C>
                                             -------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
  Gross Expenses(1)                                 .63%(2)      .59%       .60%       .63%       .65%        --
                                             -------------------------------------------------------------------
  Net Expenses                                      .63%(2)      .59%       .60%       .63%       .65%       .68%
                                             -------------------------------------------------------------------
  Net Investment Income                             .48%(2)      .63%       .92%      1.08%      1.02%      1.18%
                                             -------------------------------------------------------------------
Portfolio Turnover Rate                              41%          53%        47%        51%        53%        58%
                                             -------------------------------------------------------------------
Net Assets, End of Period (in millions)          $127.9       $397.1     $282.9     $256.3     $158.5      $96.7
                                             -------------------------------------------------------------------
</TABLE>

1) For fiscal periods ending after September 1, 1995, the Portfolio is required
   to calculate an expense ratio without taking into consideration any expense
   reductions related to expense offset arrangements.

2) Annualized.

                                      C-42
<PAGE>
OTHER INFORMATION

DIRECTORY
INVESTMENT MANAGER, ADMINISTRATOR
AND DISTRIBUTOR
Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800.877.9700 or 212.476.8800
Institutional Services 800.366.6264
SUB-ADVISER
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158-3698
CUSTODIAN AND SHAREHOLDER
SERVICING AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
ADDRESS CORRESPONDENCE TO:
Neuberger Berman Funds
Institutional Services
605 Third Avenue 2nd Floor
New York, NY 10158-0180
LEGAL COUNSEL
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
2nd Floor
Washington, DC 20036-1800
OFFICERS AND TRUSTEES
Peter E. Sundman
 CHAIRMAN OF THE BOARD AND TRUSTEE
Michael M. Kassen
 PRESIDENT AND TRUSTEE
Faith Colish
 TRUSTEE
Howard A. Mileaf
 TRUSTEE
Edward I. O'Brien
 TRUSTEE
John T. Patterson, Jr.
 TRUSTEE
John P. Rosenthal
 TRUSTEE
Cornelius T. Ryan
 TRUSTEE
Gustave H. Shubert
 TRUSTEE
Daniel J. Sullivan
 VICE PRESIDENT
Michael J. Weiner
 VICE PRESIDENT
Richard Russell
 TREASURER
Claudia A. Brandon
 SECRETARY
Barbara DiGiorgio
 ASSISTANT TREASURER
Celeste Wischerth
 ASSISTANT TREASURER
Stacy Cooper-Shugrue
 ASSISTANT SECRETARY
C. Carl Randolph
 ASSISTANT SECRETARY

- -C- 2000 Neuberger Berman Management Inc.

                                      D-1
<PAGE>

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

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

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