NEUBERGER BERMAN EQUITY SERIES
497, 1999-05-19
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NEUBERGER BERMAN SOCIALLY RESPONSIVE ASSETS

      SUPPLEMENT TO THE PROSPECTUS DATED DECEMBER 30, 1998

I.    THE LAST SENTENCE OF THE THIRD PARAGRAPH UNDER THE HEADING "GOAL &
      STRATEGY" ON PAGE 3 OF THE PROSPECTUS IS REVISED TO READ AS FOLLOWS:

While these judgments are inevitably subjective, the fund has a strict policy of
avoiding companies that receive more than 5% of their total revenue from
alcohol, tobacco, gambling, or weapons, or that are involved in nuclear power.
The fund also does not invest in any company that derives its total revenue
primarily from non-consumer sales to the military.


II.   THE FOLLOWING DISCLOSURE IS ADDED TO THE SIDEBAR ENTITLED "OTHER RISKS" ON
      PAGE 4 OF THE PROSPECTUS:

In using certain derivatives to gain stock market exposure for excess cash
holdings, the fund increases its risk of loss.



This Supplement is dated May 26, 1999.


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NEUBERGER BERMAN SOCIALLY RESPONSIVE ASSETS


SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 30, 1998

I.    THE FOLLOWING DISCLOSURE IS ADDED TO THE SECTION ENTITLED "FUTURES
      CONTRACTS AND OPTIONS THEREON":

      The Portfolio may purchase and sell stock index futures contracts, and may
purchase and sell options thereon. For purposes of managing cash flow, managers
may use such futures and options to increase each Portfolio's exposure to the
performance of a recognized securities index, such as the S&P 500 Index.

II.   THE FOLLOWING DISCLOSURE IS ADDED TO THE STATEMENT OF ADDITIONAL
      INFORMATION UNDER THE HEADING "FUTURES, OPTIONS ON FUTURES, OPTIONS ON
      SECURITIES, FORWARD CONTRACTS, AND OPTIONS ON FOREIGN CURRENCIES
      (COLLECTIVELY, `FINANCIAL INSTRUMENTS')":

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

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

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

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

III. THE FOLLOWING SECTION IS ADDED TO THE STATEMENT OF ADDITIONAL INFORMATION:

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


<PAGE>

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

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








This Supplement is dated May 26, 1999.



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