NEUBERGER & BERMAN EQUITY FUNDS
497, 1997-08-04
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Neuberger&Berman Equity Funds[REGISTERED TRADEMARK]

Supplement to the Prospectus dated December 6, 1996

      The  table  on  page 4  under  the  heading,  "SUMMARY  -- The  Funds  and
Portfolios; Risk Factors," is amended to read as follows:

NEUBERGER&BERMAN
EQUITY FUNDS            INVESTMENT STYLE           PORTFOLIO CHARACTERISTICS

MANHATTAN FUND          Broadly diversified,       Invests in securities       
                        small-, medium- and        believed to have the maximum
                        large-cap growth fund.     potential for long-term     
                                                   capital appreciation.       
                                                   Portfolio managers seek     
                                                   stocks of companies that are
                                                   projected to grow at        
                                                   above-average rates and that
                                                   may appear poised for a     
                                                   period of accelerated       
                                                   earnings.                   


      The  following  replaces  pages  5-6 under the  heading,  "SUMMARY  -- The
Neuberger&Berman Investment Approach":

      While each  Portfolio  has its own  investment  objective,  policies,  and
limitations,  each  Portfolio  is  managed  using  one of two  basic  investment
approaches -- value or growth.
      A value-oriented  portfolio  manager buys stocks that are selling for less
than their  perceived  market  values.  These include  stocks that are currently
under-researched or are temporarily out of favor on Wall Street.
      Portfolio  managers identify value stocks in several ways. One of the most
common identifiers is a low  price-to-earnings  ratio -- that is, stocks selling
at  multiples  of earnings per share that are lower than that of the market as a
whole.  Other  criteria are high  dividend  yield,  a strong  balance  sheet and
financial position, a recent company restructuring with the potential to realize
hidden values, strong management,  and low price-to-book value (net value of the
company's assets). A value-oriented manager believes that, over time, securities
that are  undervalued  are more likely to  appreciate in price and be subject to
less risk of price  decline than  securities  whose  market  prices have already
reached their perceived economic values. This approach also contemplates selling
portfolio  securities  when N&B  Management  believes  they have  reached  their
potential.


<PAGE>



      While a value approach  concentrates on securities that are undervalued in
relation to their fundamental economic values, a growth approach seeks stocks of
companies  that N&B  Management  projects will grow at  above-average  rates and
faster than others expect.  While a growth  portfolio  manager may be willing to
pay a higher  multiple of earnings per share than a value manager,  the multiple
tends to be reasonable  relative to the manager's  expectation  of the company's
earnings growth rate.
      In   general,    Neuberger&Berman   FOCUS,    Neuberger&Berman    GENESIS,
Neuberger&Berman   GUARDIAN,   Neuberger&Berman  PARTNERS  and  Neuberger&Berman
SOCIALLY RESPONSIVE  Portfolios adhere to a value-oriented  investment approach.
Neuberger&Berman  MANHATTAN  Portfolio adheres to a  growth-oriented  investment
approach. Neuberger&Berman MANHATTAN Portfolio is therefore willing to invest in
securities  with prices that are higher  multiples of earnings  than  securities
purchased by the other Portfolios, but generally buys companies that have higher
earnings growth rates.
      Neuberger&Berman  INTERNATIONAL  Portfolio uses an investment process that
includes a combination of country  selection and individual  security  selection
primarily based on a value-oriented investment approach.

      The  following  replaces page 24 under the heading,  "INVESTMENT  PROGRAMS
- --Neuberger&Berman MANHATTAN Portfolio":

      The  investment  objective of  Neuberger&Berman  MANHATTAN  Portfolio  and
Neuberger&Berman  MANHATTAN Fund is to seek capital  appreciation without regard
to income.
      Neuberger&Berman  MANHATTAN  Portfolio can invest in securities of small-,
medium-,  and  large-capitalization  companies  believed  to  have  the  maximum
potential for long-term capital  appreciation.  The portfolio managers currently
intend to focus primarily on the securities of medium-capitalization  companies.
The portfolio managers do not seek to invest in securities that pay dividends or
interest, and any such income is incidental.
      The  Portfolio  uses  a  growth-oriented  investment  approach.  When  N&B
Management  believes  that  particular  securities  have greater  potential  for
long-term  capital  appreciation,  the Portfolio may purchase such securities at
prices with relatively  higher  multiples to measures of economic value (such as
earnings  or  cash  flow)  than  other  Portfolios.  In  selecting  stocks,  N&B
Management  considers,  among other  factors,  a company's  financial  strength,
competitive  position,  projected  future  earnings,   management  strength  and
experience,  reasonable valuation and other investment  criteria.  The Portfolio
also diversifies its investments among companies and industries.
      The Portfolio's growth investment program involves greater risks and share
price  volatility  than  programs  that invest in more  undervalued  securities.
Investments  in  smaller  and  medium  sized   companies  may  present   greater
opportunities for capital appreciation,  but may involve greater risks and share
price  volatility  than  investment  in  securities  of  larger   capitalization
companies.  These companies may have limited product lines,  market or financial


                                        2
<PAGE>



resources,  or they may be  dependent  upon a limited  management  group.  Their
securities  may be traded only in the  over-the-counter  market or on a regional
securities  exchange.  As a result, such companies may be subject to more abrupt
or erratic market  movements than larger,  more established  companies,  and any
such  movements  may be reflected in the Fund's net asset value.  Moreover,  the
Portfolio  does not follow a policy of active  trading for  short-term  profits.
Accordingly,  the  Portfolio  may  be  more  appropriate  for  investors  with a
longer-range perspective.

      The  following  replaces  pages 48-49 under the heading,  "MANAGEMENT  AND
ADMINISTRATION--Investment Manager, Administrator, Distributor, and
Sub-Adviser":

      Unless otherwise indicated,  the following is five-year  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 are co-managers of the Portfolios.  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 since 1988, and for Neuberger&Berman
GUARDIAN Portfolio and Neuberger&Berman  GUARDIAN Fund since 1983. Mr. Risen has
had those responsibilities since 1996, and during the year prior thereto, he was
a  portfolio  manager  for  Neuberger&Berman.  He  was  a  research  analyst  at
Neuberger&Berman from 1992 to 1995.
      Neuberger&Berman GENESIS Portfolio - Judith M. Vale and Robert W. D'Alelio
are  co-managers  of the Portfolio.  Ms. Vale and Mr.  D'Alelio have been senior
members of Neuberger&Berman's Small Cap Group since 1992 and 1996, respectively,
and are both Vice  Presidents  of N&B  Management.  Ms. Vale is a  principal  of
Neuberger&Berman.  Ms. Vale and Mr. D'Alelio have been primarily responsible for
the day-to-day  management of Neuberger&Berman  GENESIS Portfolio since February
1994 and July 1997,  respectively.  Mr. D'Alelio was a senior portfolio  manager
for another investment management group from 1992 to 1996.
      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,  has  been
responsible  for the  management  of the  Portfolio  since June 1997.  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  - Jennifer K. Silver and Brooke A.
Cobb  are  co-managers  of  the  Portfolio.   Ms.  Silver  is  Director  of  the
Neuberger&Berman  Growth  Equity  Group,  and  both  she and Mr.  Cobb  are Vice
Presidents of N&B  Management.  Ms.  Silver is a principal of  Neuberger&Berman.
Both Ms.  Silver  and Mr.  Cobb  have had  responsibility  for  Neuberger&Berman
MANHATTAN  Portfolio  since July 1997.  Previously,  Ms.  Silver was a portfolio
manager  for  several  large  mutual  funds  managed by a  prominent  investment
adviser.  Mr. Cobb was the chief investment  officer for an investment  advisory
firm  managing  individual  accounts from 1995 to 1997 and, from 1992 to 1995, a
portfolio  manager of a large  mutual  fund  managed by a  prominent  investment
adviser.


                                        3
<PAGE>



      Neuberger&Berman  PARTNERS  Portfolio  - Michael  M.  Kassen and Robert I.
Gendelman are  co-managers  of the Portfolio.  Mr. Kassen and Mr.  Gendelman are
Vice Presidents of N&B Management and principals of Neuberger&Berman. Mr. Kassen
and  Mr.  Gendelman  have  had  responsibility  for  Neuberger&Berman   PARTNERS
Portfolio and  Neuberger&Berman  PARTNERS Fund since June 1990 and October 1994,
respectively.  Mr. Kassen has been an employee of N&B Management since 1990. Mr.
Gendelman was a portfolio  manager for another  mutual fund manager from 1992 to
1993.
      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 has been responsible for
Neuberger&Berman  SOCIALLY  RESPONSIVE  Portfolio  since its  inception in March
1994.  Ms.  Prindle is 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.
      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  supersedes the Supplements  dated December 17, 1996, June
3, 1997 and July 15, 1997.

      The date of this Supplement is July 31, 1997.




                                       4
<PAGE>


                         NEUBERGER & BERMAN EQUITY FUNDS
            Supplement dated July 31, 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 to  income.  The  Portfolio  differs  from  other
Portfolios in its willingness to invest in stocks with price/earnings  ratios or
price-to-cash-flow  ratios  that are  higher  relative  to those of the  general
market but that are reasonable relative to the companies' earnings growth rates.
The Portfolio is comprised of what the portfolio  co-managers believe are stocks
of financially  sound  companies with a special  market  capability,  management
strength and  experience,  a competitive  advantage or a product that makes them
particularly attractive over the long term.

            Neuberger & Berman MANHATTAN  Portfolio's  co-managers view value on
both a relative  and an absolute  basis,  so the  Portfolio  may buy stocks with
somewhat  above-market  historical  growth rates.  The Portfolio steers clear of
popular growth stocks selling at extremely high prices.

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.


<PAGE>



            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?

            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

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

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.



                                       2
<PAGE>



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?

            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.



                                       3
<PAGE>



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  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.



                                       4
<PAGE>



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.

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.



                                       5
<PAGE>



            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
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.


                                       6
<PAGE>


            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.


                                       7
<PAGE>



            Q:    Why have  investors  been  attracted  to  Neuberger & Berman
SOCIALLY RESPONSIVE Fund?

            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.


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

2/    Source:  Morgan Stanley Capital International.


                                       8
<PAGE>




            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 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

                                       9
<PAGE>



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:


                                                        Avg. annual total
                                  Value of investment       return(3)
                                 --------------------   --------------------
                                 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.


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

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.


                                       10
<PAGE>




            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?

            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.


                                       11
<PAGE>



            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?

            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.


                                       12


<PAGE>



            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 Supplement dated April 1, 1997.






















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