NEUBERGER & BERMAN EQUITY FUNDS
497, 1997-04-01
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                         NEUBERGER & BERMAN EQUITY FUNDS
                         Supplement dated April 1, 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  reasonable  relative to a company's  growth
prospects  and those of the general  market.  The Portfolio is comprised of what
the manager  believes are stocks of financially  sound  companies with a special
market  capability,  a  competitive  advantage  or a  product  that  makes  them
particularly attractive over the long term, but that are selling at a reasonable
price relative to their growth rate. N&B Management  calls this approach  "GARP"
- -- growth at a reasonable price.

               Neuberger & Berman MANHATTAN  Portfolio's  manager views value on
both a relative  and an absolute  basis,  so the  Portfolio  may buy stocks with
somewhat above-market  historical growth rates. The Portfolio tends to stay more
fully  invested  when the manager  thinks the market is  attractive  for quality
growth  companies.  But the Portfolio  will get out of stocks and into cash when
the manager  thinks there are no  reasonable  values  available.  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 the other equity funds managed by N&B
Management.  The  Portfolio  is  comprised  of what  the  manager  believes  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  manager  sticks to the areas  she  understands.  The
portfolio  manager looks 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 manager believes are wonderful bargains.

AN INTERVIEW WITH THE PORTFOLIO 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
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.
_______________________

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>



               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.

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


                                      -3-
<PAGE>



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.

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.


                                      -4-
<PAGE>



               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.

               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.


                                      -5-
<PAGE>



               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.

               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?


                                      -6-
<PAGE>



               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?

               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.

_____________________

2/    Source:  Morgan Stanley Capital International.


                                      -7-
<PAGE>



               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,  he 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,  he  turns  his  attention  to  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.

               Over 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[REGISTERED  TRADEMARK]  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:


                                      -8-
<PAGE>



                                                     Avg. annual
                               Value of investment   total return3/

International stocks                 
  (EAFE[REGISTERED TRADEMARK])       $171,996             15.29%
Domestic stocks (S&P "500")          $150,282             14.51%


               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.

_____________________

3/     Total  return   assumes   reinvestment   of  all   dividends   and  other
distributions.  The  EAFE[REGISTERED  TRADEMARK] 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.


                                      -9-
<PAGE>



               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
seasoned 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.


                                      -10-
<PAGE>



               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.

               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.


                                      -11-
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