NEUBERGER & BERMAN EQUITY FUNDS
497, 1997-06-04
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Neuberger&Berman Equity Funds(REGISTERED TRADEMARK)

Supplement to the Prospectus dated  December 6, 1996

     The  following  replaces  pages 48-49 of the  Prospectus  under the heading
MANAGEMENT   AND   ADMINISTRATION-Investment    Manager,   Administrator,    and
Sub-Adviser.  The  following  is  information  about  the  individuals  who  are
primarily responsible for the day-to-day management of the Portfolios.
     Neuberger&Berman FOCUS Portfolio and Neuberger&Berman  GUARDIAN Portfolio -
Kent C. Simons and Kevin L. Risen.  Mr. Simons and Mr. Risen are Vice Presidents
of N&B  Management  and  principals  of  Neuberger&Berman.  Mr.  Simons  has had
responsibility for Neuberger&Berman  FOCUS Portfolio and Neuberger&Berman  FOCUS
Fund's predecessor since 1988, and for  Neuberger&Berman  GUARDIAN Portfolio and
Neuberger&Berman GUARDIAN Fund's predecessor since 1983. Mr. Risen has had those
responsibilities  since  1996.  Mr.  Risen  has  been a  portfolio  manager  for
Neuberger&Berman  since 1995. He was a research analyst at Neuberger&Berman from
1992 to 1995; from 1990 to 1992, he was a research analyst at another  prominent
financial services firm.
     Neuberger&Berman  GENESIS  Portfolio - Judith M. Vale.  Ms. Vale has been a
member of Neuberger&Berman's Small Cap Group since 1992, a Vice President of N&B
Management  since November 1994 and a principal of  Neuberger&Berman  since July
1996.  She has been  primarily  responsible  for the  day-to-day  management  of
Neuberger&Berman GENESIS Portfolio since February 1994. Ms. Vale was a portfolio
manager   for   another   investment   management   group  from  1990  to  1992.
     Neuberger&Berman  INTERNATIONAL Portfolio -- Felix Rovelli,  manager of the
Portfolio,  is on a leave of absence  attending  to a personal  matter.  Valerie
Chang, an Assistant Vice President of N&B Management and an assistant  portfolio
manager for the  Portfolio  from  December  1996 until June 1997,  is  currently
responsible for the day-to-day management of the Portfolio.  Ms. Chang served in
the investment  banking  division of Salomon  Brothers and Morgan Stanley & Co.,
Inc. from 1993 until 1995 and as a senior securities  analyst for TIAA/CREF from
1995  until  December  1996.
     Neuberger&Berman MANHATTAN Portfolio - Mark R. Goldstein and Susan Switzer.
Mr. Goldstein  is a  Vice  President  of  N&B  Management  and  a  principal  of
Neuberger&Berman.  Previously he was a securities  analyst and portfolio manager
with  that  firm.  He has  had  responsibility  for  Neuberger&Berman  MANHATTAN
Portfolio and Neuberger&Berman MANHATTAN Fund's predecessor since June 1992. Ms.
Switzer has been an Assistant Vice President of N&B Management  since March 1995
and a portfolio manager for Neuberger&Berman since January 1995. Ms. Switzer was
a research analyst and assistant  portfolio manager for another money management
firm from 1989 to 1994.
     Neuberger&Berman  PARTNERS  Portfolio  - Michael  M.  Kassen  and Robert L.
Gendelman.  Mr. Kassen is a Vice  President of N&B Management and a principal of
Neuberger&Berman.  He  has  had  responsibility  for  Neuberger&Berman  PARTNERS
Portfolio and Neuberger&Berman  PARTNERS Fund's predecessor since June 1990. Mr.
Kassen  was an  employee  of N&B  Management  from 1990 to  December  1992.  Mr.
Gendelman is a senior portfolio  manager for  Neuberger&Berman  and an Assistant
Vice  President of N&B  Management.  Mr.  Gendelman has had  responsibility  for
Neuberger&Berman  PARTNERS  Portfolio  since  October  1994.  He was a portfolio
manager  for  another  mutual fund  manager  from 1992 to 1993 and was  managing
partner of an investment partnership from 1988 to 1992.
     Neuberger&Berman   SOCIALLY   RESPONSIVE   Portfolio   -   Janet   Prindle.
Ms. Prindle,  a Vice President of N&B Management since November 1993, has been a
principal of Neuberger&Berman  since 1983. Ms. Prindle is a Director of SOCIALLY
RESPONSIVE Investment Services at Neuberger&Berman, and has been researching and
developing corporate  responsibility criteria as they apply to investments since
1989. She has been managing  money using these criteria since 1990.  Ms. Prindle
has been responsible for  Neuberger&Berman  SOCIALLY RESPONSIVE  Portfolio since
its inception in March 1994.
     Neuberger&Berman  acts as the principal  broker for the Portfolios  (except
Neuberger&Berman   INTERNATIONAL   Portfolio),   and  may  act  as  broker   for
Neuberger&Berman  INTERNATIONAL Portfolio, in the purchase and sale of portfolio
securities  and in the  purchase  and sale of  options,  and for those  services
receives  brokerage  commissions.  In effecting  securities  transactions,  each
Portfolio  seeks to obtain the best  price and  execution  of  orders.  For more
information, see the SAI.
     The principals and employees of Neuberger&Berman and officers and employees
of N&B Management, together with their families, have invested over $100 million
of their own money in Neuberger&Berman Funds.
     To mitigate the possibility that a Portfolio will be adversely  affected by
employees' personal trading, the Trust, the Managers Trusts, N&B Management, and
Neuberger&Berman  have adopted policies that restrict  securities trading in the
personal  accounts of the  portfolio  managers and others who normally come into
possession of information on portfolio transactions.

     This Supplement supercedes the Supplement dated December 17, 1996.
 
     The date of this Supplement is June 3, 1997.


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