NEUBERGER & BERMAN EQUITY FUNDS
497, 1997-09-12
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                         NEUBERGER & BERMAN EQUITY FUNDS
                      Supplement dated September 9, 1997 to
           Statement of Additional Information dated December 6, 1996

                             INVESTMENT INFORMATION

The sections  regarding the  investment  programs and managers of the Portfolios
(pages 11-23) are revised to read as follows:

NEUBERGER & BERMAN MANHATTAN PORTFOLIO

         Neuberger  &  Berman   Manhattan   Portfolio's   objective  is  capital
appreciation  without  regard  for  income.  The  Portfolio  differs  from other
Neuberger & Berman Funds(Registered Trademark) because its style is growth. This
means  investing  in sectors  which have been  growing  faster  than the overall
economy and in  companies  which have been  growing  faster  than their  overall
industries.  The Portfolio  managers seek to find stocks of companies  reporting
surprisingly good earnings  compared with consensus  expectations yet stocks the
managers  believe trade at  reasonable  valuations  relative to their  projected
growth rates.  The stocks in the  Portfolio  will have a higher  historic  price
earnings ratio versus the overall market but the portfolio managers believe that
the stocks  will trade at a more  reasonable  valuation  relative  to  projected
earnings.

NEUBERGER & BERMAN GENESIS PORTFOLIO

         The  predecessor of Neuberger & Berman Genesis Fund was  established in
1988. A fund dedicated primarily to small-capitalization  stocks (companies with
total market value of outstanding common stock of up to $1.5 billion at the time
the Portfolio  invests),  Neuberger & Berman Genesis Portfolio is devoted to the
same  value  principles  as  most  of the  other  equity  funds  managed  by N&B
Management. The Portfolio is comprised of what the portfolio co-managers believe
are small-cap stocks with solid earnings today, not just promises for tomorrow.

         Many   people   think  that   small-capitalization   stock   funds  are
predominantly invested in high-risk companies. That is not necessarily the case.
Neuberger  &  Berman  Genesis  Portfolio  looks  for the  same  fundamentals  in
small-capitalization  stocks  as other  Portfolios  look for in stocks of larger
companies.  The portfolio  co-managers stick to the areas they understand.  They
look for the most persistent earnings growth at the lowest multiple,  as well as
for  well-established   companies  with  entrepreneurial  management  and  sound
finances.  Also considered are catalysts to exposing  value,  such as management
changes  and new  product  lines.  Often,  these  are firms  that have  suffered
temporary setbacks or undergone a restructuring.

         Neuberger & Berman Genesis  Portfolio's motto is "boring is beautiful."
Instead  of  investing  in  trendy,   high-priced   stocks  that  tend  to  hurt
shareholders  on the downside,  the  Portfolio  looks for  little-known,  solid,
growing companies whose stocks the managers believe are wonderful bargains.

AN INTERVIEW WITH THE PORTFOLIO CO-MANAGER

         Q: If I already  own a  large-cap  stock  fund,  why  should I consider
investing in a small-cap fund as well?
<PAGE>

         A: Look at how fast a sapling  grows  compared  to, say, a mature tree.
Much of the  same can be true  about  companies.  It's  possible  for a  smaller
company to grow 50% faster than an IBM or a Coca-Cola.

         So, many small-cap stocks offer superior growth potential. Consider the
cereal you eat,  the  detergent  you use, the coffee you drink -- and imagine if
you had invested in these products  BEFORE they became  household  names. If you
had invested only in the  blue-chip  companies of the day, you would have missed
out on these opportunities.

         Of course,  we're not  advocating  investing in a portfolio  consisting
only of small-cap  stock funds.  It pays to diversify.  Let's look back about 25
years.  While past  performance  cannot indicate future  performance,  small-cap
stocks outperformed  larger-cap stocks 16 out of the 25 years from 1971 to 1996,
which means larger-cap stocks did better the rest of the time.1/

         Q: Neuberger & Berman Genesis Fund is classified as a "small-cap  value
fund." To many people,  "small-cap  value" is an  oxymoron.  Can you clarify the
Portfolio's investment approach?

         A: We  understand  the  confusion.  After all,  a lot of people  equate
"small-cap" with "growth." They also equate "value" with "cheap." At Neuberger &
Berman Genesis Portfolio,  we're 100% behind finding GROWING small-cap companies
- -- what we believe  are highly  profitable  companies  with  solid  records  and
promising  futures.  So where do we part  company  with  managers  who  follow a
"small-cap  growth"  style?  It comes down to how much growth and at what price.
Small-cap  growth  investors  seem willing to pay a premium for vastly  superior
growth.  This results in two  problems:  a) growth tends to be discounted by the
premium  valuations,  and b)  the  growth  expectations  are  so  high  as to be
unsustainable.  We believe  superior yet more stable returns can be purchased at
significant  discounts.  They may be  found in  mundane,  perhaps  even  boring,
industries.  Remember,  the same  glamorous  appeal that attracts so many growth
investors also attracts competitors.

         In that  respect,  we're "value"  managers.  Yet we'd like to make this
point clear:  Low  price-to-earnings  multiples,  in and of  themselves,  cannot
justify a "buy"  decision.  When we search for growing,  high-quality  small-cap
companies selling at what we feel are bargain prices,  we ask ourselves:  Is the
company cheap for a good reason?  Or, does it have the financial  muscle and the
management talent to make it into the big leagues?

         Q: Let's turn to  specifics.  What  criteria  are used to decide  which
small-cap companies make the cut -- and which ones don't?


- -----------------------
1/ Results are on a total return basis and include reinvestment of all dividends
and capital gain  distributions.  Small-cap  stocks are represented by the fifth
capitalization  quintile of stocks on the NYSE from 1971 to 1981 and performance
of the  Dimensional  Fund  Advisors  (DFA) Small Company Fund from 1982 to 1996.
Larger-cap  stocks are represented by the S&P "500" Index, an unmanaged group of
stocks.  Please note that  indices do not take into account any fees or expenses
of  investing in the  individual  securities  that they track.  Data about these
indices are prepared or obtained by N&B Management.  The Portfolio may invest in
many securities not included in the  above-described  indices.  Source:  STOCKS,
BONDS,  BILL  AND  INFLATION  1996  YEARBOOKTM,   Ibbotson  Associates,  Chicago
(annually updates work by Roger G. Ibbotson and Rex A.  Sinquefield).  Used with
permission.  All rights reserved.

<PAGE>

         A: Over the years,  we've seen  hundreds of  small-cap  companies  that
flourished and just as many that failed to deliver on their early promises. What
made the difference? While every case is unique, here are a few important traits
of the winners.

         First of all, a successful  small-cap  company  normally  produces high
returns. In practice, this means the business has a number of barriers to entry.
Perhaps the company has a technology  that's hard to duplicate.  Or maybe it can
make a product at a  substantially  lower cost than  anyone  else.  Unlike  most
businesses,  it has an advantage that allows it to continue earning above-market
returns.

         In  addition  to having a  competitive  edge,  a  successful  small-cap
company should  generate  healthy cash flow. With excess cash, a company has the
ability to finance  its own  growth  without  diluting  the  ownership  stake of
existing stockholders by issuing more shares.

         No small-cap company can grow without having the right people on board.
That's  why we  spend so much  time  meeting  the  CEOs  and  CFOs of  small-cap
companies.  While we question the managers about future plans and strategies, we
spend as much time evaluating  them as people.  Do they seem honest and capable?
Or do they puff up their case? Making portfolio  decisions is a lot about making
character  judgments -- who has the stuff to manage a growing  company,  and who
doesn't.

         THE RISKS INVOLVED IN SEEKING  CAPITAL  APPRECIATION  FROM  INVESTMENTS
PRIMARILY IN COMPANIES  WITH SMALL  MARKET  CAPITALIZATION  ARE SET FORTH IN THE
PROSPECTUS.

NEUBERGER & BERMAN FOCUS AND NEUBERGER & BERMAN GUARDIAN PORTFOLIOS

         Neuberger & Berman Focus Portfolio's  investment objective is long-term
capital  appreciation.  Like the  other  Portfolios  that  use a  value-oriented
investment  approach,  it  seeks  to  buy  undervalued   securities  that  offer
opportunities for growth,  but then it focuses its assets in those sectors where
undervalued stocks are clustered. The portfolio co-managers begin by looking for
stocks  that are selling  for less than the  managers  think  they're  worth,  a
"bottom-up  approach."  More often than not,  such stocks are in a few  economic
sectors  that are out of favor and are  undervalued  as a group.  The  portfolio
co-managers  think 90% of cheap  stocks  deserve to be cheap and their job is to
find the 10% that don't.

         The  portfolio  co-managers  don't pick sectors for  Neuberger & Berman
Focus Portfolio based on their perception of how the economy is going to do. Nor
do they engage in making economic or currency predictions.  They look for stocks
with either low relative or low absolute valuations. Often, these stocks will be
found in a particular sector, but the managers didn't start out being bullish on
that sector. It's just where they happened to find the values. They find that if
one company comes under a cloud, it tends to happen to its whole industry. If an
investment  manager  rotates the sectors in a portfolio  by buying  sectors when
they are undervalued and selling them when they become fully valued, the manager
would be able to achieve above-average performance.

         Neuberger  &  Berman   Guardian   Portfolio   subscribes  to  the  same
stock-picking  philosophy  followed since Roy R. Neuberger  founded  Neuberger &
Berman Guardian Fund's predecessor in 1950.

         It's no great  trick for a mutual fund to make money when the market is
rising.  The tide that lifts stock values will carry most funds along.  The true
test of  management is its ability to make money even when the market is flat or

<PAGE>

declining. By that measure, Neuberger & Berman Guardian Fund and its predecessor
have  served  shareholders  well and have paid a dividend  every  quarter  and a
capital  gain  distribution  EVERY YEAR since 1950.  Of course,  there can be no
assurance that this trend will continue.

         The portfolio  co-managers place a high premium on being  knowledgeable
about the companies whose stocks they buy. That knowledge is important,  because
sometimes  it takes  courage  to buy  stocks  that the  rest of the  market  has
forsaken.  The Portfolio is usually  early in and early out. The managers  would
rather buy an  undervalued  stock because they expect it to become fairly valued
than buy one fairly valued and hope it becomes  overvalued.  The managers like a
stock  "under a rock" or with a cloud over it;  they  believe an investor is not
going to get great companies at great  valuations when the market  perception is
great.

         Investors  who  switch  around  a lot are not  going  to  benefit  from
Neuberger & Berman Guardian Portfolio's  approach.  They're following the market
- -- the Portfolio is looking at fundamentals.

NEUBERGER & BERMAN PARTNERS PORTFOLIO

         Neuberger & Berman Partners Portfolio's objective is capital growth. It
seeks to make money in good  markets  and not give up those gains  during  rough
times.

         Investors in the Portfolio  typically seek  consistent  performance and
have a moderate risk tolerance.  They do know,  however,  that stock investments
can provide the long-term upside potential  essential to meeting their long-term
investment  goals,  particularly  a  comfortable  retirement  and planning for a
college education.

         The portfolio  co-managers  look for stocks that are undervalued in the
marketplace  either in relation to strong  current  fundamentals,  such as a low
price-to-earnings ratio, consistent cash flow, and support from asset values, or
in relation to their  projection of the growth of the company's future earnings.
If  the  market  goes  down,   those  stocks  the  Portfolio   elects  to  hold,
historically, have gone down less.

         The  portfolio  co-managers  monitor  stocks of medium- to  large-sized
companies  that  often  are not  closely  scrutinized  by other  investors.  The
managers  research  these  companies in order to determine if they are likely to
produce a new  product,  become an  acquisition  target,  or undergo a financial
restructuring.

         What else catches the  portfolio  co-managers'  eyes?  Companies  whose
managements  own  their  own  stock.  These  companies  usually  seek  to  build
shareholder  wealth by buying  back  shares or making  acquisitions  that have a
swift and positive impact on the bottom line.

         To increase the upside  potential,  the  managers  zero in on companies
that  dominate  their  industries  or their  specialized  niches.  The managers'
reasoning? Market leaders tend to earn higher levels of profits.

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

<PAGE>

NEUBERGER & BERMAN SOCIALLY RESPONSIVE PORTFOLIO

         Securities for this Portfolio are selected through a two-phase process.
The first is financial.  The portfolio  manager analyzes a universe of companies
according to N&B  Management's  value-oriented  philosophy  and looks for stocks
which are  undervalued  for any  number  of  reasons.  The  manager  focuses  on
financial  fundamentals,  including balance sheet ratios and cash flow analysis,
and  meets  with  company  management  in an  effort  to  understand  how  those
unrecognized values might be realized in the market.

         The second part of the process is social  screening.  N&B  Management's
social  research  is based on the  same  kind of  philosophy  that  governs  its
financial  approach:  N&B  Management  believes  that  first-hand  knowledge and
experience are its most  important  tools.  Utilizing a database,  the portfolio
manager does careful, in-depth tracking and analyzes a large number of companies
on some eighty  issues in six broad social  categories.  The manager uses a wide
variety of sources to determine  company  practices and policies in these areas.
Performance  is  analyzed  in light of  knowledge  of the issues and of the best
practices in each industry.

         The portfolio  manager  understands  that,  for many issues and in many
industries, absolute standards are elusive and often counterproductive. Thus, in
addition  to  quantitative  measurements,  the  manager  places  value  on  such
indicators  as  management  commitment,   progress,   direction,   and  industry
leadership.

AN INTERVIEW WITH THE PORTFOLIO MANAGER

         Q: First things first. How do you begin your stock selection process?

         A: Our first  question is always:  On  financial  grounds  alone,  is a
company a smart investment? For a company's stock to meet our financial test, it
must pass a number of hurdles.

         We look for  bargains,  just like the  portfolio  managers of the other
Portfolios.  More  specifically,  we search for  companies  that we believe have
terrific products,  excellent customer service,  and solid balance sheets -- but
because they may have missed quarterly  earnings  expectations by a few pennies,
because  their  sectors  are  currently  out  of  favor,   because  Wall  Street
overreacted  to a temporary  setback,  or because the  company's  merits  aren't
widely known, their stocks are selling at a discount.

         While we look at the stock's fundamentals carefully,  that's not all we
examine.  We meet an  awful  lot of CEOs  and  CFOs.  Top  officers  of over 400
companies  visit  Neuberger & Berman each year, and we're also frequently on the
road  visiting  dozens  of  corporations.   From  Neuberger  &  Berman  Socially
Responsive Fund's inception,  we've met with representatives of every company we
own.

         When we're face to face with a CEO, we're  searching for answers to two
crucial questions: "Does the company have a vision of where it wants to go?" and
"Can the  management  team make it happen?"  We've  analyzed  companies for over
three decades,  and we always look for companies that have both clear strategies
and management talent.

         Q: When you evaluate a company's  balance sheet,  what matters the most
to you?

         A:  Definitely  a  company's  "free  cash  flow."  Compare  it to  your
household's  discretionary  income -- the  money  you have left over each  month

<PAGE>

after you pay off your  monthly  debt and other  expenses.  With ample free cash
flow,  a company  can do any number of things.  It can buy back its stock.  Make
important  acquisitions.  Expand  its  research  and  development  spending.  Or
increase its dividend payments.

         When a  company  generates  lots of excess  cash  flow,  it has  growth
capital at its  disposal.  It can invest  for higher  profits  down the line and
improve  shareholder value.  Determining  exactly HOW a company intends to spend
its  excess  cash is an  entirely  different  matter  -- and  that's  where  the
information  learned in our company meetings comes in. Still, you've got to have
the extra cash in the first place. Which is why we pay so much attention to it.

         Q:  So you  take a hard  look  at a  company's  balance  sheet  and its
management. After a company passes your financial test, what do you do next?

         A: After we're  convinced of a company's  merits on  financial  grounds
alone, we review its record as a corporate citizen.  In particular,  we look for
evidence  of  leadership  in  three  key  areas:  concern  for the  environment,
workplace diversity, and enlightened employment practices.

         It should be clear that our social  screening  always takes place after
we search far and wide for what we believe are the best investment opportunities
available.  This is a crucial  point,  and an analogy can be used to explain it.
Let's assume you're looking to fill a vital position in your company. What you'd
pay attention to first is the candidate's competence:  Can he or she do the job?
So after  interviewing a number of  candidates,  you'd narrow your list to those
that are highly qualified.  To choose from this smaller group, you might look at
the  candidate's  personality:  Can he or she get along  with  everyone  in your
group?

         Obviously, you wouldn't hire an unqualified person simply because he or
she is likable.  What you'd  probably  do is give the job to a highly  qualified
person who is ALSO compatible with your group.

         Now, let's turn to the companies  that do make our financial  cuts. How
do we decide  whether  they meet our social  criteria?  Once again,  our regular
meetings  with CEOs are key.  We look for top  management's  support of programs
that put more women and  minorities  in the  pipeline to be future  officers and
board members;  that minimize  emissions,  reduce waste,  conserve  energy,  and
protect natural resources;  and that enable employees to balance work and family
life with benefits such as flextime and generous maternal AND paternal leave.

         We  realize  that  companies  are not all good or all bad.  Instead  of
looking for ethical perfection, we analyze how a company responds to troublesome
problems.  If a company is cited for  breaking a pollution  law, we evaluate its
reaction.  We also ask: Is it the first time? Do its top executives  have a plan
for making sure it doesn't happen again -- and how committed are they?

         If  we're  satisfied  with the  answers,  a  company  makes it into our
portfolio.  When all is said and done, we invest in companies  that have diverse
work forces,  strong CEOs, tough environmental  standards,  AND terrific balance
sheets.  In our  judgment,  financially  strong  companies  that are  also  good
corporate citizens are more likely to enjoy a competitive advantage. These days,
more and more people won't buy a product  unless they know it's  environmentally
friendly. In a similar vein, companies that treat their workers well may be more
productive and profitable.

         Q: Why have  investors  been  attracted to Neuberger & Berman  Socially
Responsive Fund?


<PAGE>

         A: Our  shareholders  are looking to invest for the future in more ways
than one.  While they care deeply  about their own  financial  futures,  they're
equally passionate about the world they leave to later generations. They want to
be able to meet their  college bills and leave a world where the air is a little
cleaner and where the doors to the executive suite are a little more open.

NEUBERGER & BERMAN INTERNATIONAL PORTFOLIO

         Equity portfolios  consisting solely of domestic investments  generally
have not enjoyed the higher returns foreign  opportunities  can offer.  Over the
past thirty  years,  for  example,  the  average  growth  rates of many  foreign
economies  have  outpaced  that of the United  States.  While the United  States
accounted for almost 66% of the world's total securities  market  capitalization
in 1970,  it accounted  for less than 30% of that total at the end of 1996 -- or
less  than a third of the  dollar  value of the  world's  available  stocks  and
bonds.2/

         Over time, a number of international  equity markets have  outperformed
their U.S. counterpart.  Although there are no guarantees, foreign markets could
continue to provide attractive investment opportunities.

         In addition,  according to Morgan Stanley  Capital  International,  the
leading  companies in any given sector are not always  U.S.-based.  For example,
all ten of the largest construction companies, nine of the ten largest banks and
seven of the ten largest  automobile  companies  are based outside of the United
States.

         A principal  advantage  of  investing  overseas is  diversification.  A
diversified  portfolio  gives  investors  the  opportunity  to pursue  increased
overall  return  while  reducing  risk.  It is  prudent to  diversify  by taking
advantage of investment  opportunities  in more than one country's stock or bond
market.  By  investing  in  several  countries  through a  worldwide  portfolio,
investors  can lower their  exposure  and  vulnerability  to weakness in any one
market.  Investors should be aware, however, that international investing is not
a guarantee  against  market risk and may be affected by the  economic and other
factors  described in the Prospectus.  These include the prospects of individual
companies   and  other  risks  such  as  currency   fluctuations   or  controls,
expropriation, nationalization and confiscatory taxation.

         Furthermore,  buying  foreign stocks and bonds can be difficult for the
individual investor and involves many decisions. Accessing international markets
is  complicated;  few  individuals  have  the  time  or  resources  to  evaluate
thoroughly  foreign  companies  and  markets  or the  ability  to incur the high
transaction costs of direct investment in such markets.  A mutual fund investing
in foreign  securities offers an investor broad  diversification at a relatively
low cost.

         The  Portfolio  invests  primarily  in equity  securities  of companies
located in developed foreign economies, as well as in "emerging markets." In all
cases, N&B Management's  investment  process includes a combination of "top-down
country allocation" and "bottom-up security selection."

         The portfolio  manager searches the world for investment  opportunities
wherever  and whenever  they arise -- in both  developed  and emerging  markets.
First, the portfolio manager selects countries with strong potential for growth.
N&B Management believes that the majority of the total return in a global equity
portfolio  can be  attributed  to  country  allocation.  The  Portfolio's  stock


- ------------------
2/ Source:  Morgan Stanley Capital International.


<PAGE>

selection  process leads to  diversification  across more than 20 countries that
the manager believes offer the best value.

         Then,  the  portfolio  manager  focuses on  individual  companies.  The
portfolio  manager looks at the  fundamentals.  Does the company lead its market
niche?  How strong is its  management?  If the  company  is small,  has it shown
sustained  growth?  In  general,  the  Portfolio's  selection  process  leads to
investments  in  mid-sized  companies in developed  countries  and larger,  more
established firms in emerging markets such as Hungary and Singapore.

         Top-down approach to regional and country diversification

         N&B Management uses extensive  economic research to identify  countries
that offer attractive  investment  opportunities,  by analyzing  factors such as
growth rates of gross  domestic  product,  interest  rate  trends,  and currency
exchange  rates.  Market  valuations,  combined with  correlation and volatility
comparisons,  provide N&B Management with a target  allocation  across twenty or
more countries.

         Bottom-up approach to security selection

         N&B Management's  value-oriented approach seeks out attractively priced
issues,  by  concentrating  on criteria  such as a low  price-to-earnings  ratio
relative to earnings  growth rate,  balance  sheet  strength,  low price to cash
flow, and management quality. Typically, the Portfolio's investment portfolio is
comprised  of over 100  different  securities  issues,  primarily  of medium- to
large-capitalization  companies  (determined in relation to the principal market
in which a company's securities are traded).

         Currency risk management

         Exchange  rate  movements  and  volatility  are  important  factors  in
international investing. The portfolio manager believes in actively managing the
Portfolio's  currency  exposure,  in an effort to capitalize on foreign currency
trends and to reduce overall portfolio  volatility.  Currency risk management is
performed  separately  from  equity  analysis.  The  portfolio  manager  uses  a
combination of economic  analysis to guide the Portfolio's  longer-term  posture
and  quantitative  trend analysis to assist in timing  decisions with respect to
whether (or when) to invest in instruments  denominated in a particular  foreign
currency,  or whether (or when) to hedge particular  foreign currencies in which
liquid foreign exchange markets exist.

         For much of the past two  decades,  international  stocks,  on average,
have  outperformed U.S. stocks. If you had invested $10,000 in the international
stocks that comprise the EAFE(R) Index and the U.S.  stocks that make up the S&P
"500" Index twenty years ago, here's what your investments would have been worth
as of December 31, 1996 and June 30, 1997:


<PAGE>

                                Value of investment   Avg. annual total return3/

                                12/31/96    6/30/97     12/31/96       6/30/97
                                --------    -------     --------       -------
International stocks (EAFE
(Registered Trademark))         $171,996    $179,213     15.29%         15.52%
Domestic stocks (S&P "500")     $150,282    $189,557     14.51%         15.85%

         Of course,  these  historical  results may not  continue in the future.
Investors  should keep in mind the greater  risks  inherent in foreign  markets,
such as currency exchange fluctuations,  interest rates, and potentially adverse
economic and political conditions.

AN INTERVIEW WITH THE PORTFOLIO MANAGER

         Q:  Why  should  investors  allocate  a  portion  of  their  assets  to
international markets?

         A: First, an investor who does not invest internationally misses out on
about two-thirds of the world's  potential  investment  opportunities.  The U.S.
stock market today  represents  less than  one-third of the world's stock market
capitalization,  and the U.S.  portion  continues  to shrink as other  countries
around  the  world  introduce  or  expand  the  size of  their  equity  markets.
Privatizations of government-owned  corporations,  initial public offerings, and
the  occasional  creation  of official  stock  exchanges  in emerging  economies
continuously  present  new  opportunities  for  capital in an  expanding  global
market.

         Second,  many foreign  economies are in earlier  stages of  development
than ours and are growing  fast.  Economic  growth can often mean  potential for
investment growth.

         Finally,   international   investing   helps   an   investor   increase
diversification,  which can reduce risk.  Domestic and foreign markets generally
do not all move in the same direction,  so gains in one market may offset losses
in another.

         Q: Does international investing involve special risks?

         A:  Currency  risk is one  important  risk  presented by  international
investing.  Fluctuations  in  exchange  rates  can  either  add to or  reduce an
investor's returns.  Anyone who invests in foreign markets should keep that fact
in mind.

         Other risks include, but are not limited to, greater market volatility,
less government  supervision and  availability  of public  information,  and the
possibility of adverse economic or political  developments.  Additional  special
risks of foreign investing are discussed in the Prospectus.

         Q: What are some of the  advantages  of investing  in an  international
fund?

- ----------------
3/ Total return assumes  reinvestment of all dividends and other  distributions.
The  EAFE(R)  Index,  also known as the  Morgan  Stanley  Capital  International
Europe,  Australia,  Far East Index, is an unmanaged index of over 1,000 foreign
stock  prices and is  translated  into U.S.  dollars.  The S&P "500" Index is an
unmanaged index generally  considered to be  representative of U.S. stock market
activity.  Indices do not take into account brokerage  commissions or other fees
and expenses of investing in the  individual  securities  that they track.  Data
about  the  performance  of  these  indices  are  prepared  or  obtained  by N&B
Management.

<PAGE>

         A: An  international  mutual  fund can be a  convenient  way to  invest
internationally  and  diversify  assets  among  several  markets to reduce risk.
Additionally,  the  considerable  burden  of  obtaining  timely,  accurate,  and
comprehensive  information  about foreign  economies  and  securities is left to
professional managers.

         Q: What is your investment approach?

         A: We seek to capitalize on investments  in countries  where we believe
that positive economic and political factors are likely to produce above-average
returns.  Studies have shown that the  allocation  of assets among  countries is
typically the most important factor  contributing to portfolio  performance.  We
believe that, in the long term, a nation's  economic  growth and the performance
of its equity market are highly correlated.  Therefore, we continuously evaluate
the global economic outlook as well as individual  country data to guide country
allocation.  Our process also leads to  diversification  across many  countries,
typically twenty or more, in an effort to limit total portfolio risk.

         We strive to invest in companies within the selected countries that are
in the best position to capitalize  on such positive  developments  or companies
that are  most  attractively  valued.  We  usually  include  in the  Portfolio's
investments  the  securities of  large-capitalization  companies,  determined in
relation  to  the  appropriate   national  market,  as  well  as  securities  of
faster-growing, medium-sized companies that offer potentially higher returns but
are often associated with higher risk.

         The criteria for security  selection focus on companies with leadership
in  specific  markets or with  niches in specific  industries,  which  appear to
exhibit positive  fundamentals  and seem undervalued  relative to their earnings
potential  or the worth of their  assets.  Typically,  in emerging  markets,  we
invest in relatively  large,  established  companies that we believe possess the
managerial, financial, and marketing strength to exploit successfully the growth
of a dynamic economy.  In more developed markets,  such as Europe and Japan, the
Portfolio may invest to a higher degree in medium-sized companies.  Medium-sized
companies can often provide above-average growth and are less followed by market
analysts, which sometimes leads to inefficient valuation.

         Finally, we strive to limit total portfolio  volatility and protect the
value of portfolio  securities by selectively  hedging the  Portfolio's  foreign
currency exposure in times when we expect the U.S. dollar to strengthen.

         Q: How do you perceive the current outlook?

         A: There is still an  abundance  of exciting  investment  opportunities
around the world.  Many equity markets still have not reached the maturity stage
of the U.S.  market  and have  much more  room to grow.  There  are new  markets
opening up to foreign investment and many changes are occurring in markets where
equity investments have traditionally commanded less attention than fixed income
securities.

         In  addition,  it  appears to us that both  Europe  and Japan  recently
passed the bottom of their  economic  cycles.  In many  economies,  the  current
recession  has been the most severe of all  recessions in the last five decades.
With global  inflation  still in check,  many economies  should continue to have
lower  interest  rates,  which,  coupled with a forecast of recovery in profits,
could positively impact stock market returns.

         Q:  Compared to the stock market in the United  States,  are there more
anomalies in security pricing abroad?
<PAGE>

         A: Well,  the rest of the world is not as well  followed  as the United
States. So you'll find more anomalies.  At the same time,  though,  the level of
analysis of companies  around the world is  improving  every day, and the gap in
coverage is narrowing.

         What never  changes is the  psychology of the investor -- you regularly
see either  despair or  euphoria  in  different  sectors of every  international
market. That, in our opinion, creates opportunities to find undiscovered gems at
extraordinarily cheap prices.

         These  opportunities  can come from, say,  uncertainty over an election
going one way or another.  Investors  may see the outcome as totally  disastrous
for a country -- or as totally euphoric.  Then,  reality sets in, and things are
never as bleak or as wonderful as they had been painted.

         Q: Do you integrate  ideas from  Neuberger & Berman's  research and the
domestic portfolio managers?

         A: Oh, sure.  As everyone  knows,  the world is becoming  smaller,  and
certain  industries  are becoming  global (or have become  global).  Whether one
thinks about  technology,  pharmaceuticals,  medical devices,  or the automobile
industry,  it's really  become one world  market.  So it's  crucial to have good
knowledge  about BOTH the United  States and the areas outside the United States
where these companies dominate.

         This  Supplement  supersedes  the  Supplements  dated July 31, 1997 and
April 1, 1997.



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