NEUBERGER & BERMAN EQUITY FUNDS
497, 1998-09-09
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NEUBERGER&BERMAN
EQUITY FUNDS

      SUPPLEMENT TO THE PROSPECTUS  DATED DECEMBER 15, 1997, AS AMENDED MAY 4,
1998

I.   The section which provides a summary of the features of Neuberger&Berman
     FOCUS Fund and Neuberger&Berman INTERNATIONAL Fund (page 4) is revised to
     read as follows:

- --------------------------------------------------------------------------------
FOCUS FUND                 Value fund, more           Invests principally in
                           concentrated portfolio     common stocks selected
                           than Guardian.  May        from 13 multi-industry
                           invest without regard to   sectors of the economy.
                           market capitalization.     To maximize potential
                                                      return, the Portfolio
                                                      normally makes at least
                                                      90% of its investments in
                                                      not more than six sectors
                                                      of the economy believed by
                                                      the portfolio manager to
                                                      be undervalued.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
INTERNATIONAL FUND         Broadly diversified        Seeks long-term capital
                           international equity       appreciation by
                           fund.                      investing primarily in
                                                      foreign stocks of any
                                                      capitalization, both in
                                                      developed economies and in
                                                      emerging markets.
                                                      Portfolio manager seeks
                                                      undervalued companies in
                                                      countries with strong
                                                      potential for growth.
- --------------------------------------------------------------------------------

II.  The following disclosure regarding Neuberger&Berman FOCUS Portfolio is
     added to page 22 of the Prospectus:

INVESTMENT PROGRAMS - NEUBERGER&BERMAN FOCUS PORTFOLIO

      The   Portfolio   may  invest  in  stocks  of   companies  of  any  market
capitalization.  For more information, see "Special Considerations of Small- and
Mid-Cap Company Stocks" on page 27.

III.  The  second  paragraph  in  the  section  on  the  Investment  Program  of
      Neuberger&Berman  INTERNATIONAL  Portfolio (page 23) is revised to read as
      follows:

INVESTMENT PROGRAMS - NEUBERGER&BERMAN INTERNATIONAL PORTFOLIO

      Neuberger&Berman  INTERNATIONAL  Portfolio  invests  primarily  in  equity
securities of companies traded on foreign exchanges. The Portfolio may invest in
companies of any market  capitalization.  The strategy of N&B  Management  is to

<PAGE>




select attractive investment opportunities outside the United States, allocating
the Portfolio's  assets among  investments in economically  mature countries and
emerging industrialized  countries. The criteria for security selection focus on
companies with leadership in specific industries that appear to exhibit positive
fundamentals  and seem undervalued  relative to their earnings  potential or the
worth of their assets. At least 65% of the Portfolio's total assets normally are
invested in equity securities of foreign issuers.  The Portfolio may invest more
heavily in certain  countries  than in others.  From time to time, the Portfolio
may invest a significant portion of its assets in Japan.

IV.   The  paragraphs  regarding  the portfolio  management of  Neuberger&Berman
      FOCUS  Portfolio and  Neuberger&Berman  GUARDIAN  Portfolio in the section
      "Management  and  Administration  -  Investment  Manager,   Administrator,
      Distributor,  and  Sub-Adviser"  (pages  47-48)  are  revised  to  read as
      follows:

MANAGEMENT AND ADMINISTRATION

Investment Manager, Administrator, Distributor and Sub-Adviser

      Neuberger&Berman  FOCUS  Portfolio  -- Kent C.  Simons is  manager  of the
Portfolio.  Mr. Simons is Vice  President of N&B  Management  and a principal of
Neuberger&Berman.  Mr. Simons has had responsibility for Neuberger&Berman  FOCUS
Portfolio since 1988.

      Neuberger&Berman  GUARDIAN  Portfolio -- Kevin L. Risen and Rick White are
co-managers  of the  Portfolio.  Mr. Risen is a Vice President of N&B Management
and a  principal  of  Neuberger&Berman.  Mr.  Risen has had  responsibility  for
Neuberger&Berman  GUARDIAN  Portfolio  since 1996, and during the prior year, he
was a  portfolio  manager  for  Neuberger&Berman.  He was a research  analyst at
Neuberger&Berman  from  1992 to  1995.  Mr.  White  is a Vice  President  of N&B
Management.  He has had responsibility for  Neuberger&Berman  GUARDIAN Portfolio
since September  1998.  From 1989 to September 1998, he was a portfolio  manager
for a mutual fund managed by a prominent investment adviser.


The date of this Supplement is September 11, 1998.



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