NEUBERGER BERMAN EQUITY FUNDS, 485APOS, 2000-10-16

NEUBERGER BERMAN EQUITY FUNDS
485APOS, 2000-10-16

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As filed with the Securities and Exchange Commission on October 13, 2000
1933 Act Registration No. 2-11357
1940 Act Registration No. 811-582

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ] [ ]
Post-Effective Amendment No. [ 91 ] [ X ]
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]

Amendment No. [ 46 ] [ X ]

(Check appropriate box or boxes)

NEUBERGER BERMAN EQUITY FUNDS
-----------------------------
(Exact Name of the Registrant as Specified in Charter)
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
(Address of Principal Executive Offices)

Registrant's Telephone Number, including area code: (212) 476-8800

Michael M. Kassen, President
Neuberger Berman Equity Funds
605 Third Avenue, 2nd Floor
New York, New York 10158-0180

Arthur C. Delibert, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W., 2nd Floor
Washington, D.C. 20036-1800
(Names and Addresses of agents for service)

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on _____________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on December 16, 2000 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on _______________ pursuant to paragraph (a)(2)

<PAGE>

NEUBERGER BERMAN EQUITY FUNDS
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 91 ON FORM N-1A

This post-effective amendment consists of the following papers and
documents:

Cover Sheet

Contents of Post-Effective Amendment No. 91 on Form N-1A

Neuberger Berman Equity Funds

Part A - Investor Class Prospectus

Advisor Class Prospectus

Trust Class Prospectus

Institutional Class Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Pages

2
<PAGE>

<PAGE>
NEUBERGER BERMAN

NEUBERGER BERMAN
EQUITY FUNDS-REGISTERED TRADEMARK-
--------------------------------------------------------------------------------
INVESTOR CLASS SHARES
PROSPECTUS DECEMBER 15, 2000

Century Fund
Focus Fund
Genesis Fund
Guardian Fund
International Fund
Manhattan Fund
Millennium Fund
Partners Fund
Regency Fund
Socially Responsive Fund
Technology Fund

These securities, like the securities of all mutual funds, have not been
approved or disapproved by the Securities and Exchange Commission,
and the Securities and Exchange Commission has not determined
if this prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
<PAGE>
CONTENTS
-----------------

<TABLE>
<C> <S>
NEUBERGER BERMAN EQUITY FUNDS
INVESTOR CLASS SHARES
PAGE 2 ...... Century Fund

7 ...... Focus Fund

13 ...... Genesis Fund

19 ...... Guardian Fund

25 ...... International Fund

31 ...... Manhattan Fund

37 ...... Millennium Fund

43 ...... Partners Fund

49 ...... Regency Fund

54 ...... Socially Responsive Fund

60 ...... Technology Fund

YOUR INVESTMENT

65 ...... Share Prices

66 ...... Privileges and Services

67 ...... Distributions and Taxes

69 ...... Maintaining Your Account

74 ...... Buying and Selling Shares

78 ...... Redemption Fee

79 ...... Fund Structure
</TABLE>

The "Neuberger Berman" name and logo are service
marks of Neuberger Berman, LLC. "Neuberger Berman
Management Inc." and the individual fund names in
this prospectus are either service marks or
registered trademarks of Neuberger Berman
Management Inc. -C-2000 Neuberger Berman Management
Inc.
<PAGE>
------------------------------------------------------------

FUND MANAGEMENT
The Neuberger Berman Equity Funds are managed by Neuberger Berman Management
Inc., in conjunction with Neuberger Berman, LLC, as sub-adviser. Together, the
firms manage more than $ billion in total assets (as of September 30, 2000)
and continue an asset management history that began in 1939.

RISK INFORMATION
This prospectus discusses principal risks of investing in fund shares. These and
other risks are discussed in detail in the Statement of Additional Information
(see back cover).

THESE FUNDS:

- ARE DESIGNED FOR INVESTORS WITH LONG-TERM GOALS IN MIND

- OFFER YOU THE OPPORTUNITY TO PARTICIPATE IN FINANCIAL MARKETS THROUGH
PROFESSIONALLY MANAGED STOCK PORTFOLIOS

- ALSO OFFER THE OPPORTUNITY TO DIVERSIFY YOUR PORTFOLIO WITH FUNDS THAT INVEST
USING A VALUE OR A GROWTH APPROACH, OR A COMBINATION OF THE TWO

- CARRY CERTAIN RISKS, INCLUDING THE RISK THAT YOU COULD LOSE MONEY IF FUND
SHARES ARE WORTH LESS THAN WHAT YOU PAID

- ARE MUTUAL FUNDS, NOT BANK DEPOSITS, AND ARE NOT GUARANTEED OR INSURED BY THE
FDIC OR ANY OTHER GOVERNMENT AGENCY

1
<PAGE>
[PHOTO]

NEUBERGER BERMAN
CENTURY FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBCIX ABOVE: PORTFOLIO MANAGER BROOKE A. COBB
</TABLE>

"WE LOOK FOR THE LEADERS OF TODAY AND TOMORROW. MANY FAST-GROWING COMPANIES JOIN
THE LARGE-CAPITALIZATION SECTOR WITH YEARS OF GROWTH STILL AHEAD. OUR GOAL IS TO
IDENTIFY THEM EARLY, AND TO INVEST IN THE COMPANIES THAT ARE GOING TO BE THE
GROWTH LEADERS OF THE NEW CENTURY."

2
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

LARGE-CAP STOCKS
Large-cap companies are usually well-established. They typically have a variety
of products and business lines, an experienced management team and a sound
financial base that can help them weather bad times.

Because of their size, large-cap companies may grow at a slower rate than small
companies. But their returns have sometimes led those of smaller companies,
often with lower volatility.

GROWTH INVESTING
For growth investors, the aim is to invest in companies that are already
successful but could be even more so. Often, these stocks are in emerging or
rapidly growing industries.

While most growth stocks are known to investors, they may not yet have reached
their full potential. The growth investor looks for indications of continued
success.

[ICON]
THE FUND SEEKS LONG TERM GROWTH OF CAPITAL; DIVIDEND INCOME IS A
SECONDARY GOAL.

To pursue these goals, the fund invests mainly in common stocks of
large-capitalization companies. The fund seeks to reduce risk by diversifying
among many companies, sectors and industries in order to moderate variability in
the fund's performance.

The manager employs a disciplined investment strategy when selecting growth
stocks. He seeks to buy companies with strong earnings growth and the potential
for higher earnings, priced at attractive levels relative to their growth rates.
Factors in identifying these firms may include:

- solid balance sheets

- earnings that have exceeded analysts' expectations

- a strong position relative to competitors

- a stock price that is reasonable in light of its growth rate

The manager also follows a disciplined selling strategy and may eliminate a
stock from the portfolio when the company's fundamentals deteriorate, a target
price is reached, or when it appears substantially less desirable than another
stock.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

Century Fund 3
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements. In using certain derivatives to gain stock market exposure for excess
cash holdings, the fund increases its risk of loss.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate. There may be less information available about foreign issuers than
about domestic issuers.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term fixed-income investments. This could help the fund avoid
losses but may mean lost opportunities.

[ICON] Most of the fund's performance depends
on what happens in the stock market. The market's behavior is
unpredictable, particularly in the short term. Because of this, the
value of your investment will rise and fall, and you could lose money.

At times, large-cap stocks may lag other types of stocks in performance, which
could cause the fund to perform worse than certain other funds over a given time
period.

Because the prices of most growth stocks are based on future expectations, these
stocks tend to be more sensitive than value stocks to bad economic news and
negative earnings surprises. While the prices of any type of stock can rise and
fall rapidly, growth stocks in particular may underperform during periods when
the market favors value stocks. The fund's performance may also suffer if
certain stocks do not perform as the portfolio manager expected. To the extent
that the manager sells stocks before they reach their market peak, the fund may
miss out on opportunities for higher performance.

Through active trading, the fund may have a high portfolio turnover rate, which
can mean higher taxable distributions and lower performance due to increased
brokerage costs.

PERFORMANCE -- When this prospectus was prepared, the fund had not completed a
full calendar year of operations. Accordingly, performance charts are not
included.

4 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
BROOKE A. COBB is a Vice President of Neuberger Berman Management and a Managing
Director of Neuberger Berman, LLC, and has managed the fund since December 1999.
He joined Neuberger Berman, LLC in 1997. From 1992 to 1997, he was a portfolio
manager at several other firms.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For investment management services, the fund
pays Neuberger Berman Management a fee at the annual rate of 0.550% of the first
$250 million of average net assets, 0.525% of the next $250 million, 0.500% of
the next $250 million, 0.475% of the next $250 million, 0.450% of the next
$500 million, and 0.425% of average net assets in excess of $1.5 billion.

[ICON]
The fund does not charge you any fees for buying, selling, or
exchanging Investor Class shares, or for maintaining your account. Your
only fund cost is your share of annual operating expenses. The expense
example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.81
PLUS: Distribution (12b-1) fees None
Other expenses 0.95
....
EQUALS: Total annual operating expenses 1.76
MINUS: Expense reimbursement 0.26
....
EQUALS: Net expenses 1.50
</TABLE>

* NEUBERGER BERMAN MANAGEMENT HAS CONTRACTUALLY AGREED TO REIMBURSE CERTAIN
EXPENSES OF THE FUND THROUGH 12/31/10, SO THAT THE TOTAL ANNUAL OPERATING
EXPENSES OF THE FUND ARE LIMITED TO 1.50% OF AVERAGE NET ASSETS. THIS
ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE COMMISSIONS, AND
EXTRAORDINARY EXPENSES. THE FUND HAS AGREED TO REPAY NEUBERGER BERMAN
MANAGEMENT FOR EXPENSES REIMBURSED TO THE FUND PROVIDED THAT REPAYMENT DOES
NOT CAUSE THE FUND'S ANNUAL OPERATING EXPENSES TO EXCEED 1.50% OF ITS AVERAGE
NET ASSETS. ANY SUCH REPAYMENT MUST BE MADE WITHIN THREE YEARS AFTER THE YEAR
IN WHICH NEUBERGER BERMAN MANAGEMENT INCURRED THE EXPENSE. THE FIGURES IN THE
TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

The example assumes that you invested $10,000 for the periods shown, that you
earned a hypothetical 5% total return each year, and that the fund's expenses
were those in the table above. Your costs would be the same whether you sold
your shares or continued to hold them at the end of each period. Actual
performance and expenses may be higher or lower.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $153 $474 $818 $1791
</TABLE>

Century Fund 5
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31, 2000(1)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout the period indicated. You can see what the fund earned (or lost), what it
distributed to investors, and how its share price changed.
Share price (NAV) at beginning of period 10.00
PLUS: Income from investment operations
Net investment loss (0.05)
Net gains/losses -- realized and unrealized 3.49
Subtotal: income from investment operations 3.44
.................
EQUALS: Share price (NAV) at end of period 13.44
------------------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment loss -- as they actually are as well as how they would have been
if certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual 1.50(2)
Gross expenses(3) 1.76(2)
Expenses(4) 1.50(2)
Net investment loss -- actual (0.81)(2)
------------------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over the period, assuming all distributions were
reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 34.40(5)(6)
Net assets at end of period (in millions of dollars) 43.6
Portfolio turnover rate (%) 65
</TABLE>

The figures above have been audited by PricewaterhouseCoopers LLP, the fund's
independent accountants. Their report, along with full financial statements,
appears in the fund's most recent shareholder report (see back cover).

(1) PERIOD FROM 12/6/99 (BEGINNING OF OPERATIONS) TO 8/31/00.

(2) ANNUALIZED.

(3) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(4) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

(5) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.
(6) NOT ANNUALIZED.

6 Neuberger Berman
<PAGE>
[PHOTO]

NEUBERGER BERMAN
FOCUS FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBSSX ABOVE: PORTFOLIO MANAGER KENT C. SIMONS
</TABLE>

"OUR INVESTMENT APPROACH FOR FOCUS FUND INVOLVES LOOKING FOR COMPANIES THAT HAVE
LOW PRICE-TO-EARNINGS RATIOS, SOLID BALANCE SHEETS AND STRONG MANAGEMENT. WE
OFTEN FIND THAT THESE COMPANIES ARE CONCENTRATED IN CERTAIN SECTORS OF THE
ECONOMY, AND WE LOOK FURTHER WITHIN THESE SECTORS FOR OTHER COMPANIES
THAT MEET OUR CRITERIA."

7
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

INDUSTRY SECTORS
The economy is divided into sectors, each made up of related industries. By
focusing on several sectors at a time, a fund can add a measure of
diversification and still pursue the performance potential of individual
sectors.

This contrasts with an approach of limiting investment to one sector, which may
offer greater opportunity but also more risk. A sector may have above-average
performance during particular periods, but individual sectors also tend to move
up and down more than the broader market.

VALUE INVESTING
At any given time, there are companies whose stock prices are below the market
average, based on earnings, book value, or other financial measures. The value
investor examines these companies, searching for those that may rise in price
when other investors realize their worth.

[ICON]
THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of companies of
any size that fall within the following sectors:

- autos and housing

- consumer goods and services

- defense and aerospace

- energy

- financial services

- health care

- heavy industry

- machinery and equipment

- media and entertainment

- retailing

- technology

- transportation

- utilities

At any given time, the fund intends to place most of its assets in those sectors
on the list that the manager believes are undervalued. The fund generally
invests at least 90% of net assets in no more than six sectors. However, it does
not invest more than 50% of total assets in any one sector, or more than 25% of
total assets in any one industry.

The manager looks for undervalued companies. Factors in identifying these firms
may include above-average returns, an established market niche, and sound future
business prospects. This approach is designed to let the fund benefit from
potential increases in stock prices while limiting the risks typically
associated with investing in a small number of sectors.

When a stock no longer meets the fund's investment criteria, the manager will
consider selling it.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

8 Neuberger Berman
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements. In using certain derivatives to gain stock market exposure for excess
cash holdings, the fund increases its risk of loss.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

Because the fund typically focuses on a few sectors at a time, its performance
is likely to be disproportionately affected by the factors influencing those
sectors. These may include market, economic, political or regulatory
developments, among others. The fund's performance may also suffer if a sector
does not perform as the portfolio manager expected.

To the extent that the fund emphasizes a particular market capitalization, it
takes on the associated risks. Mid- and small-cap stocks tend to be more
volatile than large-cap stocks. At any given time, any one of these market
capitalizations may be out of favor with investors. If the fund emphasizes that
market capitalization, it could perform worse than certain other funds.

Focus Fund 9
<PAGE>
PERFORMANCE
------------------------------------------------------------

PERFORMANCE MEASURES
The information on this page provides different measures of the fund's total
return. Total return includes the effect of distributions as well as changes in
share price. The figures assume that all distributions were reinvested in the
fund.

As a frame of reference, the table includes broad-based indexes of the entire
U.S. equity market and of the portion of the market the fund focuses on. The
fund's performance figures include all of its expenses; the indexes do not
include costs of investment.

Because the fund had a policy of investing heavily in energy stocks prior to
November 1991, and invested mainly in large-cap stocks prior to September 1998,
its performance during those times would have been different if current policies
had been in effect.

[ICON] The charts below provide an indication of
the risks of investing in Investor Class shares of the fund. The bar
chart shows how the fund's performance has varied from year to year.
The table below the chart shows what the return would equal if you averaged out
actual performance over various lengths of time and compares the return with
broader measures of market performance. This information is based on past
performance; it's not a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990 -5.92%
'91 24.66%
'92 21.10%
'93 16.33%
'94 0.87%
'95 36.19%
'96 16.22%
'97 24.15%
'98 13.24%
'99 26.02%
BEST
QUARTER:
Q4 '98,
34.51%
WORST
QUARTER:
Q3 '98,
-27.51%
Year-to-date
performance
as of
9/30/00:
23.43%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
FOCUS FUND 26.02 22.91 16.67
S&P 500 Index 21.04 28.54 18.19
Russell 1000 Value Index 7.35 23.08 15.59
</TABLE>

The S&P 500 is an unmanaged index of U.S. stocks.

The Russell 1000 Value Index is an unmanaged index of U.S. mid- and large-cap
value stocks.

10 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
KENT C. SIMONS is a Vice President of Neuberger Berman Management and
a Managing Director of Neuberger Berman, LLC. He has managed the fund's assets
since 1988.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 0.74% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Investor Class shares, or for
maintaining your account. Your only fund cost is your share of annual
operating expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.74
PLUS: Distribution (12b-1) fees None
Other expenses 0.10
....
EQUALS: Total annual operating expenses 0.84
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $86 $268 $466 $1037
</TABLE>

Focus Fund 11
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1996 1997 1998 1999 2000
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost),
what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of
year 28.88 28.46 38.89 27.79 36.25
PLUS: Income from investment operations
Net investment income (loss) 0.19 0.08 0.10 0.02 (0.01)
Net gains/losses -- realized and
unrealized 0.85 12.00 (6.21) 10.50 19.69
Subtotal: income from investment
operations 1.04 12.08 (6.11) 10.52 19.68
MINUS: Distributions to shareholders
Income dividends 0.11 0.22 0.06 0.09 0.01
Capital gain distributions 1.35 1.43 4.93 1.97 5.31
Subtotal: distributions to
shareholders 1.46 1.65 4.99 2.06 5.32
................................................
EQUALS: Share price (NAV) at end of year 28.46 38.89 27.79 36.25 50.61
------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income (loss) -- as they actually are as well as how
they would have been if certain expense offset arrangements had not been in effect.
Net expenses -- actual 0.89 0.86 0.84 0.85 0.84
Expenses(1) 0.89 0.86 0.84 0.85 0.85
Net investment income (loss) -- actual 0.69 0.21 0.27 0.03 (0.02)
------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 3.70 43.92 (17.37) 38.09 59.29
Net assets at end of year (in millions of dollars) 1,071.4 1,411.9 1,119.9 1,326.6 1,996.4
Portfolio turnover rate (%) 39 63 64 57 55
</TABLE>

The figures above have been audited by Ernst & Young LLP, the fund's independent
auditors. Their report, along with full financial statements, appears in the
fund's most recent shareholder report (see back cover).

(1) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF
THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

12 Neuberger Berman
<PAGE>
[PHOTO]

NEUBERGER BERMAN
GENESIS FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBGNX ABOVE: PORTFOLIO MANAGERS ROBERT W. D'ALELIO AND JUDITH M.
VALE
</TABLE>

"WE SEEK OUT SMALL COMPANIES THAT ARE LITTLE-KNOWN AND OFTEN FOUND IN LESS
GLAMOROUS INDUSTRIES. POTENTIAL FOR GROWTH IS ONE AREA WE FOCUS ON, BUT EQUALLY
IMPORTANT TO US IS EVIDENCE OF SOLID PERFORMANCE AND A PROVEN MANAGEMENT TEAM.
AND AS VALUE INVESTORS, WE LOOK FOR STOCKS THAT ARE SELLING AT ATTRACTIVE
PRICES."

13
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

SMALL-CAP STOCKS
Historically, stocks of smaller companies have not always moved in tandem with
those of larger companies. Over the last 40 years, small-caps have outperformed
large-caps 60% of the time. However, small-caps have often fallen more severely
during market downturns.

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of
small-capitalization companies, which it defines as those with a total market
value of no more than $1.5 billion at the time the fund first invests in them.
The fund may continue to hold or add to a position in a stock after it has grown
beyond $1.5 billion. The fund seeks to reduce risk by diversifying among many
companies and industries.

The managers look for undervalued companies whose current product lines and
balance sheets are strong. Factors in identifying these firms may include:

- above-average returns

- an established market niche

- circumstances that would make it difficult for new competitors to enter the
market

- the ability to finance their own growth

- sound future business prospects

This approach is designed to let the fund benefit from potential increases in
stock prices while limiting the risks typically associated with small-cap
stocks.

At times, the managers may emphasize certain sectors that they believe will
benefit from market or economic trends.

When a stock no longer meets the fund's investment criteria, the managers will
consider selling it.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

14 Neuberger Berman
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

Stock prices of many smaller companies are based on future expectations. The
portfolio managers tend to focus on companies whose financial strength is
largely based on existing business lines rather than projected growth. While
this can help reduce risk, the fund is still subject to many of the risks of
small-cap investing. These include the risk that the fund's holdings may:

- fluctuate more widely in price than the market as a whole

- underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns, or when small-cap stocks are out of favor

- be more affected than other types of stocks by the underperformance of a
sector that the managers decided to emphasize

With a value approach, there is also the risk that stocks may remain undervalued
during a given period. This may happen because value stocks as a category lose
favor with investors compared to growth stocks or because the managers failed to
anticipate which stocks or industries would benefit from changing market or
economic conditions.

Genesis Fund 15
<PAGE>
PERFORMANCE
------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index. The
fund's performance figures include all of its expenses; the index does not
include costs of investment.

[ICON] The charts below provide an indication of
the risks of investing in Investor Class shares of the fund. The bar
chart shows how the fund's performance has varied from year to year.
The table below the chart shows what the return would equal if you averaged out
actual performance over various lengths of time and compares the return with
that of a broad measure of market performance. This information is based on past
performance; it's not a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990 -16.24%
'91 41.55%
'92 15.62%
'93 13.89%
'94 -1.82%
'95 27.31%
'96 29.86%
'97 34.89%
'98 -6.95%
'99 4.04%
BEST
QUARTER:
Q1 '91,
25.05%
WORST
QUARTER:
Q3 '90,
-21.81%
Year-to-date
performance
as of
9/30/00:
20.21%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
GENESIS FUND 4.04 16.64 12.71
Russell 2000 Index 21.26 16.69 13.40
</TABLE>

The Russell 2000 is an unmanaged index of U.S. small-cap stocks.

16 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
JUDITH M. VALE and ROBERT W. D'ALELIO are Vice Presidents of Neuberger Berman
Management and Managing Directors of Neuberger Berman, LLC. Vale and D'Alelio
have been senior members of the Small Cap Group since 1992 and 1996,
respectively. Vale has co-managed the fund's assets since 1994. D'Alelio joined
the firm in 1996 and has co-managed the fund's assets since 1997. From 1988 to
1996, he was a senior portfolio manager at another firm.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 0.99% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Investor Class shares, or for
maintaining your account. Your only fund cost is your share of annual
operating expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.99
PLUS: Distribution (12b-1) fees None
Other expenses 0.22
....
EQUALS: Total annual operating expenses 1.21
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $123 $384 $665 $1466
</TABLE>

Genesis Fund 17
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1996 1997 1998 1999 2000
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost),
what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of
year 9.52 10.91 15.55 12.47 14.39
PLUS: Income from investment operations
Net investment income (loss) (0.01) (0.01) 0.11 0.11 --
Net gains/losses -- realized and
unrealized 1.95 4.80 (3.00) 2.27 3.69
Subtotal: income from investment
operations 1.94 4.79 (2.89) 2.38 3.69
MINUS: Distributions to shareholders
Income dividends -- -- -- 0.12 0.08
Capital gain distributions 0.55 0.15 0.19 0.34 --
Subtotal: distributions to
shareholders 0.55 0.15 0.19 0.46 0.08
................................................
EQUALS: Share price (NAV) at end of year 10.91 15.55 12.47 14.39 18.00
------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income (loss) -- as they actually are as well as how
they would have been if certain waiver and expense offset arrangements had not been in effect.
Net expenses -- actual 1.28 1.16 1.10 1.17 1.21
Gross expenses(1) 1.38 1.26 1.12 -- --
Expenses(2) 1.28 1.17 1.11 1.17 1.21
Net investment income (loss) -- actual (0.18) (0.08) 0.72 0.61 (0.02)
------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 21.32(3) 44.32(3) (18.82)(3) 19.20 25.79
Net assets at end of year (in millions of dollars) 195.4 718.1 1,079.1 851.3 749.0
Portfolio turnover rate (%) 21 18 18 33 38
</TABLE>

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO MANAGEMENT FEE
WAIVER.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS; THE MANAGEMENT FEE WAIVER IS INCLUDED, HOWEVER. THIS
CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER 9/1/95.

(3) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT WAIVED A
PORTION OF THE MANAGEMENT FEE.

18 Neuberger Berman
<PAGE>
[PHOTO]

NEUBERGER BERMAN
GUARDIAN FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NGUAX ABOVE: PORTFOLIO MANAGERS KEVIN L. RISEN AND RICK WHITE
</TABLE>

"WE LOOK FOR ESTABLISHED COMPANIES WHOSE INTRINSIC VALUE, BY OUR MEASURE, HAS
YET TO BE DISCOVERED BY THE MAJORITY OF INVESTORS. IN MANAGING OVERALL RISK, WE
MAKE A CONSCIOUS EFFORT TO DETERMINE THE RISK/REWARD SCENARIO OF EACH INDIVIDUAL
HOLDING AS WELL AS ITS IMPACT AT THE PORTFOLIO LEVEL."

19
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

LARGE-CAP STOCKS
Large-cap companies are usually well-established. They may have a variety of
products and business lines and a sound financial base that can help them
weather bad times.

Compared to smaller companies, large-cap companies can be less responsive to
changes and opportunities. At the same time, their returns have sometimes led
those of smaller companies, often with lower volatility.

[ICON]
THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL; CURRENT INCOME IS A
SECONDARY GOAL.

To pursue these goals, the fund invests mainly in common stocks of
large-capitalization companies. Because the managers tend to find that
undervalued stocks may be more common in certain sectors of the economy at a
given time, the fund may emphasize those sectors.

The fund seeks to reduce risk by diversifying among a large number of companies
across many different industries and economic sectors, and by managing its
overall exposure to a wide variety of risk factors.

The managers look for well-managed companies whose stock prices are undervalued.
Factors in identifying these firms may include:

- solid balance sheets

- above-average returns

- low valuation measures, such as price-to-earnings ratios

- strong competitive positions

When a stock no longer meets the fund's investment criteria, the managers will
consider selling it.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

20 Neuberger Berman
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

At times, large-cap stocks may lag other types of stocks in performance, which
could cause the fund to perform worse than certain other funds over a given time
period.

To the extent that a value approach dictates an emphasis on certain sectors of
the market at any given time, the fund's performance is likely to be
disproportionately affected by the economic, market, and other developments that
may influence those sectors. The fund's performance may also suffer if a sector
does not perform as the portfolio managers expected.

Guardian Fund 21
<PAGE>
PERFORMANCE
------------------------------------------------------------

DISTRIBUTION HISTORY
In keeping with its goal, the fund has paid an income distribution every quarter
since its inception in 1950. It has also paid an annual capital gain
distribution during the same period. Of course, the fund cannot guarantee that
it will continue to make these distributions.

YEAR-BY-YEAR % RETURNS as of 12/31 each year

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990 -4.71%
'91 34.33%
'92 19.01%
'93 14.45%
'94 0.60%
'95 32.11%
'96 17.88%
'97 17.94%
'98 2.35%
'99 8.46%
BEST
QUARTER:
Q4 '98,
23.12%
WORST
QUARTER:
Q3 '98,
-26.19%
Year-to-date
performance
as of
9/30/00:
3.62%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
GUARDIAN FUND 8.46 15.31 13.59
S&P 500 Index 21.04 28.54 18.19
Russell 1000 Value Index 7.35 23.08 15.59
</TABLE>

The S&P 500 is an unmanaged index of U.S. stocks.

The Russell 1000 Value Index is an unmanaged index of U.S. mid- and large-cap
value stocks.

22 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
KEVIN L. RISEN and ALLAN R. WHITE III are Vice Presidents of Neuberger Berman
Management and Managing Directors of Neuberger Berman, LLC. Risen has co-managed
the fund's assets since 1996. He joined Neuberger Berman in 1992 as an analyst,
and has been a portfolio manager since 1995. White has been co-manager of the
fund since September 1998, when he joined the firm. From 1989 to 1998 he was a
portfolio manager at another firm.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 0.71% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Investor Class shares, or for
maintaining your account. Your only fund cost is your share of annual
operating expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.71
PLUS: Distribution (12b-1) fees None
Other expenses 0.13
....
EQUALS: Total annual operating expenses 0.84
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $86 $268 $466 $ 1037
</TABLE>

Guardian Fund 23
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1996 1997 1998 1999 2000
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost),
what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of
year 23.61 23.78 31.41 21.32 22.72
PLUS: Income from investment operations
Net investment income 0.31 0.15 0.18 0.18 0.14
Net gains/losses -- realized and
unrealized 0.90 8.96 (6.09) 5.29 2.99
Subtotal: income from investment
operations 1.21 9.11 (5.91) 5.47 3.13
MINUS: Distributions to shareholders
Income dividends 0.28 0.24 0.18 0.16 0.15
Capital gain distributions 0.76 1.24 4.00 3.91 5.48
Subtotal: distributions to
shareholders 1.04 1.48 4.18 4.07 5.63
................................................
EQUALS: Share price (NAV) at end of year 23.78 31.41 21.32 22.72 20.22
------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as well as how they
would have been if certain expense offset arrangements had not been in effect.
Net expenses -- actual 0.82 0.80 0.79 0.82 0.84
Expenses(1) 0.82 0.80 0.79 0.82 0.84
Net investment income -- actual 1.37 0.55 0.59 0.70 0.64
------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 5.27 39.69 (20.80) 26.12 16.84
Net assets at end of year (in millions of dollars) 4,905.2 6,475.1 4,210.8 3,441.0 2,713.2
Portfolio turnover rate (%) 37 50 60 73 83
</TABLE>

(1) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

24 Neuberger Berman
<PAGE>
NEUBERGER BERMAN
INTERNATIONAL FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBISX ABOVE: PORTFOLIO MANAGERS VALERIE CHANG AND
BENJAMIN E. SEGAL
</TABLE>

"IN IDENTIFYING ATTRACTIVE STOCKS FROM AMONG THE MANY THOUSANDS CURRENTLY
AVAILABLE OUTSIDE THE U.S., IT'S IMPORTANT TO HAVE A CLEAR STRATEGY. THIS FUND
USES A COMBINATION OF GROWTH AND VALUE CRITERIA, WHILE ALSO CONSIDERING LARGER
SCALE ECONOMIC FACTORS."

25
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

FOREIGN STOCKS
There are many promising opportunities for investment outside the U.S. These
foreign markets often respond to different factors, and therefore tend to follow
cycles that are different from each other.

For this reason, many investors put a portion of their portfolios in foreign
investments as a way of gaining further diversification. While foreign stock
markets can be risky, investors gain an opportunity to add potential long-term
growth.

GROWTH VS.
VALUE INVESTING
Value investors seek stocks trading at below market average prices based on
earnings, book value, or other financial measures before other investors
discover their worth. Growth investors seek companies that are already
successful but may not have reached their full potential.

[ICON]
THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL BY INVESTING PRIMARILY IN
COMMON STOCKS OF FOREIGN COMPANIES.

To pursue this goal, the fund invests mainly in foreign companies of any size,
including companies in developed and emerging industrialized markets. The fund
defines a foreign company as one that is organized outside of the United States
and conducts the majority of its business abroad.

The fund seeks to reduce risk by diversifying among many industries. Although it
has the flexibility to invest a significant portion of its assets in one country
or region, it generally intends to remain well-diversified across countries and
geographical regions.

In picking stocks, the manager looks for well-managed companies that show
potential for above-average growth or whose stock prices are undervalued.
Factors in identifying these firms may include strong fundamentals, such as
attractive cash flows and balance sheets, as well as prices that are reasonable
in light of projected earnings growth. The manager also considers the outlooks
for various countries and regions around the world, examining economic, market,
social, and political conditions.

When a stock no longer meets the fund's investment criteria, the manager will
consider selling it.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

26 Neuberger Berman
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements. The fund may use derivatives for hedging and for speculation. Hedging
could reduce the fund's losses from currency fluctuations, but could also reduce
its gains. In using certain derivatives to gain stock market exposure for excess
cash holdings, the fund increases its risk of loss. A derivative instrument
could fail to perform as expected. Any speculative investment could cause a loss
for the fund.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

[ICON] Most of the fund's performance depends
on what happens in international stock markets. The behavior of these
markets is unpredictable, particularly in the short term. Because of
this, the value of your investment will rise and fall, sometimes sharply, and
you could lose money.

Foreign stocks are riskier than comparable U.S. stocks. This is in part because
foreign markets are less developed and foreign governments, economies, laws, tax
codes and securities firms may be less stable. There is also a higher chance
that key information will be unavailable, incomplete, or inaccurate. As a
result, foreign stocks can fluctuate more widely in price than comparable U.S.
stocks, and they may also be less liquid. These risks are generally greater in
emerging markets. Over a given period of time, foreign stocks may underperform
U.S. stocks -- sometimes for years. The fund could also underperform if the
manager invests in countries or regions whose economic performance falls short.

Changes in currency exchange rates bring an added dimension of risk. Currency
fluctuations could erase investment gains or add to investment losses.

To the extent that the fund invests in a type of stock, it takes on the risks
associated with that type. Growth stocks may suffer more than value stocks
during market downturns, while value stocks may remain undervalued. Mid- and
small-cap stocks tend to be less liquid and more volatile than large-cap stocks.
Any type of stock may underperform any other during a given period.

International Fund 27
<PAGE>
PERFORMANCE
------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index. The
fund's performance figures include all of its expenses; the index does not
include costs of investment.

Because the fund had a policy of investing primarily in mid- and large-cap
stocks prior to September 1998, its performance during that time would have been
different if current policies had been in effect.

[ICON] The charts below provide an indication of
the risks of investing in Investor Class shares of the fund. The bar
chart shows how the fund's performance has varied from year to year.
The table below the chart shows what the return would equal if you averaged out
actual performance over various lengths of time and compares the return with
that of a broad measure of market performance. This information is based on past
performance; it's not a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990
'91
'92
'93
'94
'95 7.88%
'96 23.69%
'97 11.21%
'98 2.35%
'99 65.86%
BEST
QUARTER:
4Q '99,
43.21%
WORST
QUARTER:
3Q '98,
-26.09%
Year-to-date
performance
as of
9/30/00:
-18.39%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

<TABLE>
<CAPTION>
Since
Inception
1 Year 5 Years 6/15/94
-------------------------------------------------------------
<S> <C> <C> <C>
INTERNATIONAL FUND 65.86 20.29 17.96
EAFE Index 27.30 13.15 11.67
</TABLE>

The EAFE is an unmanaged index of stocks from Europe, Australasia, and the Far
East.

28 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT

VALERIE CHANG AND BENJAMIN E. SEGAL are Vice Presidents of Neuberger Berman
Management and Managing Directors of Neuberger Berman, LLC. In 1996 Chang joined
the firm and became assistant manager of the fund. She has been the manager
since 1997. She began her career in 1990 in banking, and from 1995 to 1996 was a
senior securities analyst at another firm. Segal was an Associate Manager of the
fund since January 1999 and has been its co-manager since December 2000. He was
an assistant portfolio manager at another firm from 1992 to 1998. Prior to 1997,
he held positions in international finance and consulting.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 1.11% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Investor Class shares held for more
than 180 days, or for maintaining your account. Your only fund cost is
your share of annual operating expenses. The expense example can help you
compare costs among funds.

FEE TABLE

SHAREHOLDER FEES
(% of amount redeemed or exchanged)

These are deducted directly from your investment.

<TABLE>
<S> <C> <C>
Redemption Fee* 2.00
Exchange Fee* 2.00
</TABLE>

* A REDEMPTION FEE OF 2.00% IS CHARGED ON INVESTMENTS HELD 180 DAYS OR LESS,
WHETHER FUND SHARES ARE REDEEMED OR EXCHANGED FOR SHARES OF ANOTHER FUND.
SEE "REDEMPTION FEE" ON PAGE 78 FOR MORE INFORMATION.
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)**

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 1.11
PLUS: Distribution (12b-1) fees None
Other expenses 0.32
....
EQUALS: Total annual operating expenses 1.43
</TABLE>

** THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $146 $452 $782 $1713
</TABLE>

International Fund 29
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1996 1997 1998 1999 2000
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what
it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of
year 10.70 11.91 14.83 13.85 16.76
PLUS: Income from investment operations
Net investment income (loss) 0.01 -- (0.03) (0.08) (0.07)
Net gains/losses -- realized and
unrealized 1.24 2.94 (0.81) 3.00 4.35
Subtotal: income from investment
operations 1.25 2.94 (0.84) 2.92 4.28
MINUS: Distributions to shareholders
Income dividends 0.04 0.02 -- -- 0.01
Capital gain distributions -- -- 0.14 0.01 0.21
Subtotal: distributions to
shareholders 0.04 0.02 0.14 0.01 0.22
................................................
EQUALS: Share price (NAV) at end of year 11.91 14.83 13.85 16.76 20.82
-------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income (loss) -- as they actually are as well as how
they would have been if certain expense reimbursement/repayment and offset arrangements had not been in
effect.
Net expenses -- actual 1.70 1.70 1.70 1.61 1.43
Gross expenses(1) 2.28 1.69 1.61 1.59 --
Expenses(2) 1.70 1.70 1.71 1.61 1.43
Net investment income (loss) -- actual 0.24 (0.02) (0.24) (0.43) (0.33)
-------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 11.73(3) 24.71 (5.69) 21.09 25.43
Net assets at end of year (in millions of dollars) 57.0 115.4 125.5 112.5 193.7
Portfolio turnover rate (%) 45 37 46 94 80
</TABLE>

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT/REPAYMENT.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

(3) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

30 Neuberger Berman
<PAGE>
[PHOTO]

NEUBERGER BERMAN
MANHATTAN FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NMANX ABOVE: PORTFOLIO MANAGERS JENNIFER K. SILVER AND BROOKE A.
COBB
</TABLE>

"WITHOUT QUESTION, WE ARE GROWTH INVESTORS. WE LOOK FOR COMPANIES THAT WE THINK
WILL DELIVER POSITIVE EARNINGS SURPRISES, PARTICULARLY THOSE WITH THE POTENTIAL
TO DO SO CONSISTENTLY. IDEALLY, WE WANT TO IDENTIFY COMPANIES THAT WILL SOMEDAY
RANK AMONG THE FORTUNE 500."

31
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

MID-CAP STOCKS
Mid-cap stocks have historically shown risk/return characteristics that are in
between those of small- and large-cap stocks. Their prices can rise and fall
substantially, although they have the potential to offer comparatively
attractive long-term returns.

Mid-caps are less widely followed on Wall Street than large-caps, which can make
it comparatively easier to find attractive stocks that are not overpriced.

GROWTH INVESTING
For growth investors, the aim is to invest in companies that are already
successful but could be even more so. Often, these stocks are in emerging or
rapidly growing industries and may not yet have reached their full potential.
The growth investor looks for indications of continued success.

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of
mid-capitalization companies. The fund seeks to reduce risk by diversifying
among many companies, industries, and sectors.

The managers look for fast-growing companies that are in new or rapidly evolving
industries. Factors in identifying these firms may include:

- above-average growth of earnings

- earnings that have exceeded analysts' expectations

The managers may also look for other characteristics in a company, such as
financial strength, a strong position relative to competitors and a stock price
that is reasonable in light of its growth rate.

The managers follow a disciplined selling strategy, and may drop a stock from
the portfolio when it reaches a target price, fails to perform as expected, or
appears substantially less desirable than another stock.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

32 Neuberger Berman
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

By focusing on mid-cap stocks, the fund is subject to their risks, including the
risk its holdings may:

- fluctuate more widely in price than the market as a whole

- underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns, or when mid-cap stocks are out of favor

Because the prices of most growth stocks are based on future expectations, these
stocks tend to be more sensitive than value stocks to bad economic news and
negative earnings surprises. Growth stocks may also underperform during periods
when the market favors value stocks. The fund's performance may also suffer if
certain stocks do not perform as the portfolio managers expected. To the extent
that the managers sell stocks before they reach their market peak, the fund may
miss out on opportunities for higher performance.

Through active trading, the fund may have a high portfolio turnover rate, which
can mean higher taxable distributions and lower performance due to increased
brokerage costs.

Manhattan Fund 33
<PAGE>
PERFORMANCE
------------------------------------------------------------

Because the fund had a policy of investing in stocks of all capitalizations and
used a comparatively more value-oriented investment approach prior to July 1997,
its performance would have been different if current policies had been in
effect.

YEAR-BY-YEAR % RETURNS as of 12/31 each year

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990 -8.05%
'91 30.89%
'92 17.77%
'93 10.01%
'94 -3.60%
'95 31.00%
'96 9.85%
'97 29.20%
'98 16.39%
'99 50.76%
BEST
QUARTER:
Q4 '99,
49.01%
WORST
QUARTER:
Q3 '98,
-21.18%
Year-to-date
performance
as of
9/30/00:
24.09%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
MANHATTAN FUND 50.76 26.68 17.23
Russell Midcap Growth Index 51.29 28.02 18.95
S&P 500 Index 21.04 28.54 18.19
</TABLE>

The Russell Midcap Growth Index is an unmanaged index of U.S. mid-cap growth
stocks.

The S&P 500 is an unmanaged index of U.S. stocks.

34 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
JENNIFER K. SILVER is a Vice President of Neuberger Berman Management and
a Managing Director of Neuberger Berman, LLC. Currently the Director of the
Growth Equity Group, she has been co-manager of the fund since joining the firm
in 1997. From 1981 to 1997, she was an analyst and a portfolio manager at
another firm.

BROOKE A. COBB is a Vice President of Neuberger Berman Management and a Managing
Director of Neuberger Berman, LLC. He has been co-manager of the fund since
joining the firm in 1997. From 1972 to 1997, he was a portfolio manager at
several other firms.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 0.77% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Investor Class shares, or for
maintaining your account. Your only fund cost is your share of annual
operating expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.77
PLUS: Distribution (12b-1) fees None
Other expenses 0.15
....
EQUALS: Total annual operating expenses 0.92
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $ 94 $293 $509 $1131
</TABLE>

Manhattan Fund 35
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1996 1997 1998 1999 2000
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what
it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of
year 13.27 11.94 14.51 9.42 12.07
PLUS: Income from investment operations
Net investment loss (0.04) (0.03) (0.05) (0.06) (0.08)
Net gains/losses -- realized and
unrealized (0.33) 4.26 (1.20) 3.54 10.22
Subtotal: income from investment
operations (0.37) 4.23 (1.25) 3.48 10.14
MINUS: Distributions to shareholders
Income dividends -- -- -- -- --
Capital gain distributions 0.96 1.66 3.84 0.83 1.20
Subtotal: distributions to
shareholders 0.96 1.66 3.84 0.83 1.20
................................................
EQUALS: Share price (NAV) at end of year 11.94 14.51 9.42 12.07 21.01
-------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income (loss) -- as they actually are as well as how
they would have been if certain expense offset arrangements had not been in effect.
Net expenses -- actual 0.98 0.98 0.94 1.00 0.92
Expenses(1) 0.98 0.99 0.95 1.00 0.92
Net investment loss -- actual (0.27) (0.20) (0.42) (0.50) (0.52)
-------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) (2.91) 38.75 (11.02) 37.40 87.89
Net assets at end of year (in millions of dollars) 516.2 570.4 476.6 566.0 1,178.6
Portfolio turnover rate (%) 53 89 90 115 105
</TABLE>

(1) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

36 Neuberger Berman
<PAGE>
[PHOTO]

NEUBERGER BERMAN
MILLENNIUM FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBMIX ABOVE: PORTFOLIO MANAGERS JENNIFER K. SILVER AND MICHAEL F.
MALOUF
</TABLE>

"WE MAKE IT OUR BUSINESS TO TRACK DOWN PROMISING SMALL-CAP COMPANIES WHEREVER
THEY MAY BE. AS A RESULT, THIS FUND ENABLES INVESTORS WHO CAN ACCEPT THE RISKS
OF SMALL-CAP STOCKS TO PURSUE THE POTENTIAL FOR LONG-TERM GROWTH THAT SMALL-CAPS
MAY PROVIDE."

37
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

GROWTH INVESTING
For growth investors, the aim is to invest in companies that are already
successful but could be even more so. Often, these stocks are in emerging or
rapidly growing industries.

While most growth stocks are known to investors, they may not yet have reached
their full potential. The growth investor looks for indications of continued
success.

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

The managers take a growth approach to selecting stocks, looking for new
companies that are in the developmental stage as well as older companies that
appear poised to grow because of new products, markets or management. Factors in
identifying these firms may include financial strength, a strong position
relative to competitors and a stock price that is reasonable in light of its
growth rate.

The managers follow a disciplined selling strategy and may drop a stock from the
portfolio when it reaches a target price, fails to perform as expected, or
appears substantially less desirable than another stock.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

38 Neuberger Berman
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

By focusing on small-cap stocks, the fund is subject to many of their risks,
including the risk its holdings may:

- fluctuate more widely in price than the market as a whole

- underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns, or when small-cap stocks are out of favor

- be more affected by the performance of those sectors in which small-cap growth
stocks may be concentrated

Through active trading, the fund may have a high portfolio turnover rate, which
can mean higher taxable distributions and lower performance due to increased
brokerage costs.

Millennium Fund 39
<PAGE>
PERFORMANCE
------------------------------------------------------------

As a frame of reference, the table includes a broad-based index of the U.S.
small-cap market and an index of the portion of the small-cap market the fund
focuses on. The fund's performance figures include all of its expenses; the
indexes do not include costs of investment.

YEAR-BY-YEAR % RETURNS as of 12/31 each year

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990
'91
'92
'93
'94
'95
'96
'97
'98
'99 130.49%
BEST
QUARTER:
4Q '99,
72.95%
WORST
QUARTER:
3Q '99,
5.75%
Year-to-date
performance
as of
9/30/00:
-2.62%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

<TABLE>
<CAPTION>
Since
Inception
1 Year (10/20/98)
---------------------------------------------------------
<S> <C> <C>
MILLENNIUM FUND 130.49 183.97
Russell 2000 Growth Index 43.09 65.30
Russell 2000 Index 21.26 36.68
</TABLE>

The Russell 2000 Growth Index is an unmanaged index of U.S. small-cap growth
stocks.
The Russell 2000 is an unmanaged index of U.S. small-cap stocks.

40 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
MICHAEL F. MALOUF AND JENNIFER K. SILVER are Vice Presidents of Neuberger Berman
Management and Managing Directors of Neuberger Berman, LLC. They have co-managed
the fund since its inception in 1998. Silver has been Director of the Growth
Equity Group since 1997 and was an analyst and a portfolio manager at another
firm from 1981 to 1997. Malouf joined the firm in 1998. From 1991 to 1998, he
was a portfolio manager at another firm.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 1.11% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Investor Class shares, or for
maintaining your account. Your only fund cost is your share of annual
operating expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*
These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 1.11
PLUS: Distribution (12b-1) fees None
Other expenses 0.27
....
EQUALS: Total annual operating expenses 1.38
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $141 $437 $ 755 $1657
</TABLE>

Millennium Fund 41
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1999(1) 2000
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what it
distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 10.00 19.49
PLUS: Income from investment operations
Net investment loss (0.10) (0.24)
Net gains/losses -- realized and unrealized 9.59 18.61
Subtotal: income from investment operations 9.49 18.37
MINUS: Distributions to shareholders
Capital gain distributions -- 1.84
Subtotal: distributions to shareholders -- 1.84
........................................
EQUALS: Share price (NAV) at end of year 19.49 36.02
------------------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment loss -- as they actually are as well as how they would have been
if certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual 1.75(2) 1.38
Gross expenses(3) 2.13(2) --
Expenses(4) 1.76(2) 1.38
Net investment loss -- actual (1.23)(2) (0.94)
------------------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all distributions were
reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 94.90(5)(6) 96.88
Net assets at end of period (in millions of dollars) 66.4 315.5
Portfolio turnover rate (%) 208 176
</TABLE>

(1) PERIOD FROM 10/20/98 (BEGINNING OF OPERATIONS) TO 8/31/99.

(2) ANNUALIZED.

(3) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(4) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

(5) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.
(6) NOT ANNUALIZED.

42 Neuberger Berman
<PAGE>
[PHOTO]

NEUBERGER BERMAN
PARTNERS FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NPRTX ABOVE: PORTFOLIO MANAGER S. BASU MULLICK
</TABLE>

"OUR GOAL IS TO FIND COMPANIES THAT WE BELIEVE ARE UNDERVALUED RELATIVE TO THEIR
EARNINGS POTENTIAL, WHERE WE SEE A GAP BETWEEN THE ACTUAL PRICE OF A STOCK AND
ITS INTRINSIC VALUE. WHEN A COMPANY GROWS IN VALUE AND/OR THE VALUATION GAP
CLOSES, THE SUCCESS OF OUR STRATEGY IS REALIZED."

43
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

MID- AND LARGE-
CAP STOCKS
Mid-cap stocks have historically performed more like small-caps than like large-
caps. Their prices can rise and fall substantially, although they have the
potential to offer attractive long-term returns.

Large-cap companies are usually well-established. Compared to mid-cap companies,
they may be less responsive to change, but their returns have sometimes led
those of mid-cap companies, often with lower volatility.

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of mid- to
large-capitalization companies. The fund seeks to reduce risk by diversifying
among many companies and industries.

The manager looks for well-managed companies whose stock prices are undervalued.
Factors in identifying these firms may include:

- strong fundamentals, such as a company's financial, operational, and
competitive positions

- consistent cash flow

- a sound earnings record through all phases of the market cycle

The manager may also look for other characteristics in a company, such as a
strong position relative to competitors, a high level of stock ownership among
management, and a recent sharp decline in stock price that appears to be the
result of a short-term market overreaction to negative news.

The fund generally considers selling a stock when it reaches the manager's
target price, when it fails to perform as expected, or when other opportunities
appear more attractive.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

44 Neuberger Berman
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

To the extent that the fund emphasizes mid- or large-cap stocks, it takes on the
associated risks. Mid-cap stocks tend to be more volatile than large-cap stocks,
and are usually more sensitive to economic and market factors. At any given
time, one or both groups of stocks may be out of favor with investors.

With a value approach, there is also the risk that stocks may remain undervalued
during a given period. This may happen because value stocks as a category lose
favor with investors compared to growth stocks or because the manager failed to
anticipate which stocks or industries would benefit from changing market or
economic conditions. To the extent that the manager sells stocks before they
reach their market peak, the fund may miss out on opportunities for higher
performance.

Through active trading, the fund may have a high portfolio turnover rate, which
can mean higher taxable distributions and lower performance due to increased
brokerage costs.

Partners Fund 45
<PAGE>
PERFORMANCE
------------------------------------------------------------

YEAR-BY-YEAR % RETURNS as of 12/31 each year

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990 -5.11%
'91 22.36%
'92 17.52%
'93 16.46%
'94 -1.89%
'95 35.21%
'96 26.49%
'97 29.23%
'98 6.28%
'99 7.80%
BEST
QUARTER:
Q4 '98,
16.37%
WORST
QUARTER:
Q3 '98,
-14.73%
Year-to-date
performance
as of
9/30/00:
0.04%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
PARTNERS FUND 7.80 20.42 14.72
S&P 500 Index 21.04 28.54 18.19
Russell 1000 Value Index 7.35 23.08 15.59
</TABLE>

The S&P 500 is an unmanaged index of U.S. stocks.

The Russell 1000 Value Index is an unmanaged index of U.S. mid- and large-cap
value stocks.

46 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
S. BASU MULLICK is a Vice President of Neuberger Berman Management and a
Managing Director of Neuberger Berman, LLC. Mullick has managed the fund since
1998, and was a portfolio manager at another firm from 1993 to 1998.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 0.72% of
average net
assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Investor Class shares, or for
maintaining your account. Your only fund cost is your share of annual
operating expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.72
PLUS: Distribution (12b-1) fees None
Other expenses 0.12
....
EQUALS: Total annual operating expenses 0.84
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $86 $268 $466 $1037
</TABLE>

Partners Fund 47
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1996 1997 1998 1999 2000
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost),
what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of
year 23.72 23.88 31.60 22.97 26.42
PLUS: Income from investment operations
Net investment income 0.22 0.19 0.23 0.27 0.19
Net gains/losses -- realized and
unrealized 2.84 10.36 (2.83) 5.59 1.81
Subtotal: income from investment
operations 3.06 10.55 (2.60) 5.86 2.00
MINUS: Distributions to shareholders
Income dividends 0.20 0.22 0.19 -- 0.29
Capital gain distributions 2.70 2.61 5.84 2.41 3.10
Subtotal: distributions to
shareholders 2.90 2.83 6.03 2.41 3.39
................................................
EQUALS: Share price (NAV) at end of year 23.88 31.60 22.97 26.42 25.03
------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as well as how they
would have been if certain expense offset arrangements had not been in effect.
Net expenses -- actual 0.84 0.81 0.80 0.82 0.84
Expenses(1) 0.84 0.81 0.80 0.82 0.84
Net investment income -- actual 0.93 0.72 0.78 0.94 0.60
------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 13.86 47.11 (10.03) 26.08 8.51
Net assets at end of year (in millions of dollars) 1,871.9 3,103.7 2,812.7 2,854.4 2,191.8
Portfolio turnover rate (%) 96 77 109 132 95
</TABLE>

(1) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

48 Neuberger Berman
<PAGE>
[PHOTO]

NEUBERGER BERMAN
REGENCY FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBRVX ABOVE: PORTFOLIO MANAGER ROBERT I. GENDELMAN
</TABLE>

"WE FOCUS ON THE MID-CAP SECTOR OF THE MARKET BECAUSE WE BELIEVE THERE ARE
NUMEROUS OPPORTUNITIES THERE TO FIND LESS WELL-KNOWN VALUES. WE LOOK FOR
LEADERSHIP COMPANIES WITH STRONG FUNDAMENTALS WHOSE UNDERLYING VALUE IS NOT YET
REFLECTED IN THEIR STOCK PRICES."

49
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

Mid-caps are less widely followed on Wall Street than large-caps, which can make
it comparatively easier to find attractive stocks that are not overpriced.

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of
mid-capitalization companies. The fund seeks to reduce risk by diversifying
among different companies and industries.

The manager looks for well-managed companies whose stock prices are undervalued.
Factors in identifying these firms may include:

- strong fundamentals, such as a company's financial, operational, and
competitive positions

- consistent cash flow

- a sound earnings record through all phases of the market cycle

The fund generally considers selling a stock when it reaches the manager's
target price, when it fails to perform as expected, or when other opportunities
appear more attractive.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

50 Neuberger Berman
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

By focusing on mid-cap stocks, the fund is subject to their risks, including the
risk its holdings may:

- fluctuate more widely in price than the market as a whole

- underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns, or when mid-cap stocks are out of favor

Through active trading, the fund may have a high portfolio turnover rate, which
can mean higher taxable distributions and lower performance due to increased
brokerage costs.

PERFORMANCE -- When this prospectus was prepared, the fund had not completed a
full calendar year of operations. Accordingly, performance charts are not
included.

Regency Fund 51
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
ROBERT I. GENDELMAN is a Vice President of Neuberger Berman Management and
Managing Director of Neuberger Berman, LLC. He has managed the fund since its
inception in 1999. Gendelman was a portfolio manager at another firm from 1992
to 1993.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 0.81% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Investor Class shares, or for
maintaining your account. Your only fund cost is your share of annual
operating expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.81
PLUS: Distribution (12b-1) fees None
Other expenses 1.41
....
EQUALS: Total annual operating expenses 2.22
MINUS: Expense reimbursement 0.72
....
EQUALS: Net expenses 1.50
</TABLE>

* NEUBERGER BERMAN MANAGEMENT HAS CONTRACTUALLY AGREED TO REIMBURSE CERTAIN
EXPENSES OF THE FUND THROUGH 12/31/10, SO THAT THE TOTAL ANNUAL OPERATING
EXPENSES OF THE FUND ARE LIMITED TO 1.50% OF AVERAGE NET ASSETS. THIS
ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE COMMISSIONS, AND
EXTRAORDINARY EXPENSES. THE FUND HAS AGREED TO REPAY NEUBERGER BERMAN
MANAGEMENT FOR EXPENSES REIMBURSED TO THE FUND PROVIDED THAT REPAYMENT DOES
NOT CAUSE THE FUND'S ANNUAL OPERATING EXPENSES TO EXCEED 1.50% OF ITS AVERAGE
NET ASSETS. ANY SUCH REPAYMENT MUST BE WITHIN THREE YEARS AFTER THE YEAR IN
WHICH NEUBERGER BERMAN MANAGEMENT INCURRED THE EXPENSE. THE FIGURES IN THE
TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 year 3 years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $153 $474 $818 $1791
</TABLE>

52 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1999(1) 2000
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what it
distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 10.00 9.82
PLUS: Income from investment operations
Net investment income 0.01 --
Net gains/losses -- realized and unrealized (0.19) 3.38
Subtotal: income from investment operations (0.18) 3.38
MINUS: Distributions to shareholders
Income dividends -- 0.02
Capital gain distributions -- 0.16
Subtotal: distributions to shareholders -- 0.18
........................................
EQUALS: Share price (NAV) at end of year 9.82 13.02
------------------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as well as how they would have
been if certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual 1.50(2) 1.50
Gross expenses(3) 8.38(2) 2.22
Expenses(4) 1.51(2) 1.51
Net investment income -- actual 0.66(2) --
------------------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all distributions were
reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) (1.80)(5)(6) 34.95(5)
Net assets at end of year (in millions of dollars) 7.9 10.9
Portfolio turnover rate (%) 42 200
</TABLE>

(1) PERIOD FROM 6/1/99 (BEGINNING OF OPERATIONS) TO 8/31/99.

(2) ANNUALIZED.

(3) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(4) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

(5) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.
(6) NOT ANNUALIZED.

Regency Fund 53
<PAGE>
[PHOTO]

NEUBERGER BERMAN
SOCIALLY RESPONSIVE FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBSRX ABOVE: PORTFOLIO MANAGER JANET PRINDLE
</TABLE>

"WE BELIEVE THAT SOUND PRACTICES IN AREAS LIKE EMPLOYMENT AND THE ENVIRONMENT
CAN HAVE A POSITIVE IMPACT ON A COMPANY'S BOTTOM LINE. WE LOOK FOR COMPANIES
THAT MEET VALUE INVESTING CRITERIA AND ALSO SHOW A COMMITMENT TO UPHOLD OR
IMPROVE THEIR STANDARDS OF CORPORATE CITIZENSHIP."

54
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

SOCIAL INVESTING
Funds that follow social policies seek something in addition to economic
success. They are designed to allow investors to put their money to work and
also support companies that follow principles of good corporate citizenship.

[ICON]
THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL BY INVESTING PRIMARILY IN
SECURITIES OF COMPANIES THAT MEET THE FUND'S FINANCIAL CRITERIA AND
SOCIAL POLICY.

To pursue this goal, the fund invests mainly in common stocks of mid- to
large-capitalization companies. The fund seeks to reduce risk by investing in a
large number of companies across many different industries.

The managers initially screen companies using value investing criteria. They
look for undervalued companies with solid balance sheets, strong
management, consistent cash flows, and other value-related factors. Among
companies that meet these criteria, the managers look for those that show
leadership in three areas:
- environmental concerns
- diversity in the work force
- progressive employment and workplace practices, and community relations

The managers typically also look at a company's record in public health and the
nature of its products. The managers judge firms on their corporate
citizenship overall, considering their accomplishments as well as their goals.
While these judgments are inevitably subjective, the fund endeavors to avoid
companies that derive revenue from alcohol, tobacco, gambling, or weapons, or
that are involved in nuclear power. The fund also does not invest in any company
that derives its total revenue primarily from non-consumer sales to the
military.

Under normal market conditions, at least 90% of the fund's total assets will be
invested in equity securities, all of which are selected in accordance with its
social policy. When a stock no longer meets the fund's investment criteria, the
managers will consider selling it.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

Socially Responsive Fund 55
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

The fund's social policy could cause it to underperform similar funds that do
not have a social policy. Among the reasons for this are:

- undervalued stocks that don't meet the social criteria could outperform those
that do

- economic or political changes could make certain companies less attractive for
investment

- the social policy could cause the fund to sell or avoid stocks that
subsequently perform well

56 Neuberger Berman
<PAGE>
PERFORMANCE
------------------------------------------------------------

As a frame of reference, the table includes broad-based indexes. The fund's
performance figures include all of its expenses; the indexes do not include
costs of investment.

YEAR-BY-YEAR % RETURNS as of 12/31 each year

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990
'91
'92
'93
'94
'95 38.94%
'96 18.50%
'97 24.41%
'98 15.01%
'99 7.04%
BEST
QUARTER:
4Q '98,
20.98%
WORST
QUARTER:
3Q '98,
-14.24%
Year-to-date
performance
as of
9/30/00:
-1.81%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

<TABLE>
<CAPTION>
Since
Inception
1 Year 5 Years 3/16/94
-------------------------------------------------------------
<S> <C> <C> <C>
SOCIALLY RESPONSIVE FUND 7.04 20.32 16.58
S&P 500 Index 21.04 28.54 24.23
Russell 1000 Value Index 7.35 23.08 18.86
</TABLE>

The S&P 500 is an unmanaged index of U.S. stocks.

The Russell 1000 Value Index is an unmanaged index of U.S. mid- and large-cap
value stocks.

Socially Responsive Fund 57
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
JANET PRINDLE, a Vice President of Neuberger Berman Management and a Managing
Director of Neuberger Berman, LLC, joined the latter firm in 1977. She has been
managing assets using social criteria since 1990 and has been manager of the
fund since 1994.

ROBERT LADD and INGRID S. DYOTT are Vice Presidents of Neuberger Berman
Management and have been Associate Managers of the fund since 1997. Ladd has
been a portfolio manager at the firm since 1992 and is a Managing Director of
Neuberger Berman, LLC; Dyott was project director for a social research group
from 1995 to 1997.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor, and in turn engages Neuberger Berman, LLC to provide management and
related services. For the 12 months ended 8/31/00, the management/administration
fees paid to Neuberger Berman Management were 0.81% of average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Investor Class shares, or for
maintaining your account. Your only fund cost is your share of annual
operating expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.81
PLUS: Distribution (12b-1) fees None
Other expenses 0.31
....
EQUALS: Total annual operating expenses 1.12
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $114 $356 $617 $1363
</TABLE>

58 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1996 1997 1998 1999 2000
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost),
what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of
year 11.84 13.88 17.79 16.32 21.33
PLUS: Income from investment operations
Net investment income 0.02 0.03 0.07 0.02 --
Net gains/losses -- realized and
unrealized 2.35 4.33 (1.11) 5.94 0.57
Subtotal: income from investment
operations 2.37 4.36 (1.04) 5.96 0.57
MINUS: Distributions to shareholders
Income dividends 0.02 0.03 0.03 0.07 0.02
Capital gain distributions 0.31 0.42 0.40 0.88 0.87
Subtotal: distributions to
shareholders 0.33 0.45 0.43 0.95 0.89
................................................
EQUALS: Share price (NAV) at end of year 13.88 17.79 16.32 21.33 21.01
------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as well as how they
would have been if certain expense reimbursement/repayment and offset arrangements had not been in effect.
Net expenses -- actual 1.50 1.48 1.10 1.10 1.12
Gross expenses 1.69(1) 1.20(1) -- -- --
Expenses(2) 1.50 1.49 1.10 1.10 1.12
Net investment income -- actual 0.19 0.23 0.43 0.12 0.01
------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 20.19(3) 31.96 (6.02) 37.09 2.96
Net assets at end of year (in millions of dollars) 32.9 59.7 82.5 118.9 107.6
Portfolio turnover rate (%) 53 51 47 53 76
</TABLE>

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT/REPAYMENT.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

(3) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

Socially Responsive Fund 59
<PAGE>
[PHOTO]

NEUBERGER BERMAN
TECHNOLOGY FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBTFX ABOVE: MANAGEMENT TEAM LEADER JENNIFER K. SILVER
</TABLE>

"WE CONSTANTLY CHALLENGE WHAT WE THOUGHT YESTERDAY AND WE REVISE IT FOR WHAT WE
BELIEVE IS RIGHT FOR TODAY. RAPID CHANGE AND EVOLUTION ARE PART OF THE
OPPORTUNITY IN THE TECHNOLOGY SECTOR. OUR JOB IS NOT TO FIGHT CHANGE, IT'S TO
TRY TO TAKE ADVANTAGE OF THAT CHANGE."

60
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

TECHNOLOGY STOCKS
Technology companies are those whose processes, products or services may be
expected to significantly benefit from technological developments and the
application of technological advances. Therefore, these companies may be found
in virtually any industry. Because the managers seek companies that benefit from
innovations, there may be times when a significant portion of the portfolio
consists of small- and mid-cap companies.

GROWTH INVESTING
For growth investors, the aim is to invest in companies that are already
successful but could be even more so. In certain rapidly-emerging industries,
such as the Internet, success may be measured in market share rather than
profits. Often, growth stocks are in emerging or rapidly growing industries and
may not yet have reached their full potential. The growth investor looks for
indications of continued success.

[ICON]
THE FUND SEEKS LONG TERM GROWTH OF CAPITAL.

Some of the businesses that are, from time to time, likely to make up a
significant portion of the portfolio, either individually or in the aggregate
are:

- computer products, software and electronic components

- computer services

- telecommunications

- networking

- Internet

- biotechnology, pharmaceuticals or medical technology

The managers take a growth approach to selecting stocks, looking for new
companies that are in the developmental stage as well as older companies that
appear poised to grow because of new products, technology or management. Factors
in identifying these firms may include surprises in the company's fundamentals
relative to the market's expectations, financial strength, a strong position
relative to competitors and a stock price that is reasonable relative to its
growth rate.

The managers follow a disciplined selling strategy and may sell a portfolio
stock when it is not likely to exceed the market's expectations, fails to
perform as expected, or appears less desirable than another stock.

The fund may trade actively at certain times to take advantage of industries
that are benefiting from recent innovations or attractive changes in stock
prices.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

Technology Fund 61
<PAGE>
MAIN RISKS
------------------------------------------------------------

FOREIGN SECURITIES
Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

By focusing on technology stocks, the fund is subject to their risks, including
the risk its holdings may:

- fluctuate more widely and rapidly in price than the market as a whole

- underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns, or when they are out of favor

- be subject to the risk that a particular group of stocks of companies in
inter-related industries will decline in price due to sector-specific
developments

- be affected by obsolete technology, expired patents, short product cycles,
price competition, market saturation and new market entrants.

To the extent that the fund invests in a type of stock, it takes on the risks
associated with that type. For instance, mid-cap and small- cap stocks tend to
be less liquid and more volatile than large-cap stocks. Smaller companies tend
to be unseasoned issuers with new products and less experienced management.

Also, because the prices of most growth stocks are based on future expectations,
these stocks tend to be
more sensitive than value stocks to bad economic news and negative earnings
surprises. Growth stocks in particular may underperform during periods when the
market favors value stocks. The fund's performance may also suffer if certain
stocks do not perform as the portfolio management team expected.

Through active trading, the fund may have a high portfolio turnover rate, which
can mean higher taxable distributions and lower performance due to increased
brokerage costs.

PERFORMANCE -- When this prospectus was prepared, the fund had not completed a
full calendar year of operations. Accordingly, performance charts are not
included.

62 Technology Fund
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
The fund is managed by a team of investment professionals led by Jennifer K.
Silver, Vice President of Neuberger Berman Management and Managing Director of
Neuberger Berman, LLC. This team is part of the Growth Equity Group at Neuberger
Berman headed by Silver, and has managed the fund's assets since May 2000.

[ICON] The fund does not charge you any fees for buying shares,
selling or exchanging Investor Class shares held for more than 180
days, or maintaining your account. Your only fund cost is your share
of annual operating expenses. The expense example can help you compare
costs among funds.

FEE TABLE

SHAREHOLDER FEES -- INVESTOR CLASS (% of amount redeemed or exchanged)
These are deducted directly from your investment.

<TABLE>
<S> <C>
Redemption Fee* 2.00
Exchange Fee* 2.00
*A REDEMPTION FEE OF 2.00% IS CHARGED ON INVESTMENTS HELD 180 DAYS OR
LESS, WHETHER FUND SHARES ARE REDEEMED OR EXCHANGED FOR SHARES OF
ANOTHER FUND. SEE "REDEMPTION FEE" ON PAGE 78 FOR MORE INFORMATION.
</TABLE>

------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES (% of average net assets)**
These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management Fees 1.11
PLUS: Distribution (12b-1) fees None
Other Expenses 2.81
....
EQUALS: Total Annual Operating Expenses 3.92
MINUS: Expense Reimbursement 1.92
....
EQUALS: Net Expenses 2.00
</TABLE>

** NEUBERGER BERMAN MANAGEMENT HAS CONTRACTUALLY AGREED TO REIMBURSE CERTAIN
EXPENSES OF THE FUND THROUGH 12/31/10, SO THAT THE TOTAL ANNUAL OPERATING
EXPENSES OF THE FUND ARE LIMITED TO 2.00% OF AVERAGE NET ASSETS. IN
ADDITION, THE ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE
COMMISSIONS, AND EXTRAORDINARY EXPENSES. THE FUND HAS AGREED TO REPAY
NEUBERGER BERMAN MANAGEMENT FOR EXPENSES REIMBURSED TO THE FUND PROVIDED
THAT THE REPAYMENT DOES NOT CAUSE THE FUND'S ANNUAL OPERATING EXPENSES TO
EXCEED 2.00% OF ITS AVERAGE NET ASSETS. ANY SUCH REPAYMENT MUST BE MADE
WITHIN THREE YEARS AFTER THE YEAR IN WHICH NEUBERGER BERMAN MANAGEMENT
INCURRED THE EXPENSE. THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S
EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $203 $627 $1078 $2327
</TABLE>

Technology Fund 63
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31, 2000(1)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what
it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of
period 10.00
PLUS: Income from investment operations
Net investment loss (0.01)
Net gains/losses -- realized and
unrealized 2.17
Subtotal: income from investment
operations 2.16
........
EQUALS: Share price (NAV) at end of year 12.16
-------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment loss -- as they actually are as well as how they would
have been if certain expense offset arrangements had not been in effect.
Net expenses -- actual 2.00(2)
Gross expenses(3) 3.92(2)
Expenses(4) 2.00(2)
Net investment loss -- actual (0.12)(6)
-------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 21.60
Net assets at end of period (in millions of dollars) 22.0
Portfolio turnover rate (%) 55
</TABLE>

(1) PERIOD FROM 5/2/00 (BEGINNING OF OPERATIONS) TO 8/31/00.
(2) ANNUALIZED.
(3) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.
(4) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.
(5) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.
(6) NOT ANNUALIZED.

64 Technology Fund
<PAGE>
YOUR INVESTMENT

SHARE PRICES
------------------------------------------------------------

SHARE PRICE CALCULATIONS
The price of Investor Class Shares of a fund is the total value of the assets
attributable to Investor Class minus the liabilities attributable to that class,
divided by the total number of Investor Class shares. Because the value of a
fund's securities changes every business day, the share price usually changes as
well.

When valuing portfolio securities, the funds use market prices. However, in rare
cases, events that occur after certain markets have closed may render these
prices unreliable.

When the fund believes a market price does not reflect a security's true value,
the fund may substitute for the market price a fair-value estimate made
according to methods approved by its trustees. A fund may also use these methods
to value certain types of illiquid securities.

Because Investor Class Shares of these funds do not have sales charges, the
price you pay for each share of a fund is the fund's net asset value per share.
Unless a redemption fee is applied, the funds pay you the full share price when
you sell shares. Of the funds in this prospectus, only International and
Technology Funds impose a redemption fee on sales or exchanges of fund shares
held 180 days or less. If you own shares of these funds, see "Redemption Fee" on
page 78 for more information on when a redemption fee would be charged to your
account. If you use an investment provider, that provider may charge fees which
are in addition to those described in this prospectus.

The funds are open for business every day the New York Stock Exchange is open.
The Exchange is closed on all national holidays and Good Friday; fund shares
will not be priced on those days. In general, every buy or sell order you place
will go through at the next share price to be calculated after your order has
been accepted. Each fund calculates its share price as of the end of regular
trading on the Exchange on business days, usually 4:00 p.m. eastern time. If you
use an investment provider, depending on when it accepts orders, it's possible
that the fund's share price could change on days when you are unable to buy or
sell shares.

Because foreign markets may be open on days when U.S. markets are closed, the
value of foreign securities owned by a fund could change on days when you can't
buy or sell fund shares. Remember, though, any purchase or sale takes place at
the next share price calculated after your order is accepted.

Your Investment 65
<PAGE>
PRIVILEGES
AND SERVICES
------------------------------------------------------------

DOLLAR-COST AVERAGING
Systematic investing allows you to take advantage of the principle of
dollar-cost averaging. When you make regular investments of a given amount --
say, $100 a month -- you will end up investing at different share prices over
time. When the share price is high, your $100 buys fewer shares; when the share
price is low, your $100 buys more shares. Over time, this can help lower the
average price you pay per share.

Dollar-cost averaging cannot guarantee you a profit or protect you from losses
in a declining market. But it can be beneficial over the long term.

If you purchase Investor Class shares directly from Neuberger Berman Management,
you have access to the services listed below. If you are purchasing shares
through an investment provider, consult that provider for information about
investment services.

SYSTEMATIC INVESTMENTS -- This plan lets you take advantage of dollar-cost
averaging by establishing periodic investments of $100 a month or more. You
choose the schedule and amount. Your investment money may come from a Neuberger
Berman money market fund or your bank account.

SYSTEMATIC WITHDRAWALS -- This plan lets you arrange withdrawals of at least
$100 from a Neuberger Berman fund on a periodic schedule. You can also set up
payments to distribute the full value of an account over a given time. While
this service can be helpful to many investors, be aware that it could generate
capital gains or losses.

ELECTRONIC BANK TRANSFERS -- When you sell fund shares, you can have the money
sent to your bank account electronically rather than mailed to you as a check.
Please note that your bank must be a member of the Automated Clearing House, or
ACH, system. This service is not available for retirement accounts.

INTERNET ACCESS -- At www.nb.com, you can make transactions, check your account,
and access a wealth of information.

FUNDFONE-REGISTERED TRADEMARK- -- Get up-to-date performance and account
information through our 24-hour automated service by calling 800-335-9366. If
you already have an account with us, you can place orders to buy, sell, or
exchange fund shares.

66 Neuberger Berman
<PAGE>
DISTRIBUTIONS
AND TAXES
------------------------------------------------------------

BUYING SHARES BEFORE
A DISTRIBUTION
The money a fund earns, either as income or as capital gains, is reflected
in its share price until the fund distributes the money. At that time, the
amount of the distribution is deducted from the share price. The amount of the
distribution is either reinvested in additional fund shares or paid to
shareholders in cash.

Because of this, if you buy shares just before a fund makes a distribution,
you'll end up getting some of your investment back as a taxable distribution.
You can avoid this situation by waiting to invest until after the distribution
has been made.

Generally, if you're investing in a tax-advantaged account, there are no tax
consequences to you from a distribution.

DISTRIBUTIONS -- Each fund pays out to shareholders any net income and net
capital gains. Ordinarily, the funds make these distributions once a year (in
December), except for Guardian Fund, which typically distributes any net income
quarterly.

Unless you designate otherwise, your income and capital gain distributions from
a fund will be reinvested in that fund. However, if you prefer you may:
- receive all distributions in cash
- reinvest capital gain distributions, but receive income distributions in cash

Distributions taken in cash can be sent to you by check, by electronic transfer
to a designated bank account or invested in Investor Class shares of another
Neuberger Berman Fund of the same account registration. To take advantage of one
of these options, please indicate your choice on your application. If you use an
investment provider, you must consult its representative about whether your
income and capital gain distributions from a fund will be reinvested in that
fund or paid to you in cash.

HOW DISTRIBUTIONS ARE TAXED -- Except for tax-advantaged retirement accounts and
other tax-exempt investors, all fund distributions you receive are generally
taxable to you, regardless of whether you take them in cash or reinvest them.
Fund distributions to Roth IRAs, other individual retirement accounts and
qualified retirement plans generally are tax free. Eventual withdrawals from a
Roth IRA also may be tax free, while withdrawals from other retirement accounts
and plans generally are subject to tax.

Distributions are taxable in the year you receive them. In some cases,
distributions you receive in January are taxable as if they had been paid the
previous year. Your tax statement (see sidebar on facing page) will help clarify
this for you.

Your Investment 67
<PAGE>
DISTRIBUTIONS
AND TAXES CONTINUED
-------------------------------------------------------------------

TAXES AND YOU
The taxes you actually owe on distributions and transactions can vary with many
factors, such as your tax bracket, how long you held your shares, and whether
you owe alternative minimum tax.

How can you figure out your tax liability on fund distributions and share
transactions? One helpful tool is the tax statement that we or your investment
provider send you every January. It details the distributions you received
during the past year and shows their tax status. A separate statement covers
your share transactions.

Most importantly, consult your tax professional. Everyone's tax situation is
different, and your professional should be able to help you answer any questions
you may have.

Income distributions and net short-term capital gain distributions are generally
taxed as ordinary income. Distributions of other capital gains are generally
taxed as long-term capital gains. The tax treatment of capital gain
distributions depends on how long the fund held the securities it sold, not when
you bought your shares of the fund, or whether you reinvested your
distributions.

HOW SHARE TRANSACTIONS ARE TAXED -- When you sell or exchange fund shares, you
generally realize a taxable gain or loss. The exception, once again, is
tax-advantaged retirement accounts.

68 Neuberger Berman
<PAGE>
MAINTAINING YOUR
ACCOUNT
-------------------------------------------------------------------

BACKUP WITHHOLDING
When sending in your application, it's important to provide your Social Security
or other taxpayer ID number. If we don't have this number, the IRS requires the
fund to withhold 31% of all money you receive from the fund, whether from
selling shares or from distributions. We are also required to withhold 31% of
all money you receive from distributions if the IRS tells us that you are
subject to backup withholding.

If the appropriate ID number has been applied for but is not available (such as
in the case of a custodial account for a newborn), you may open the account
without a number. However, we must receive the number within 60 days in order to
avoid backup withholding. For information on custodial accounts, call
800-877-9700.

WHEN YOU BUY SHARES -- Instructions for buying shares from Neuberger Berman
Management are on pages 74 and 75. See the sidebars on pages 71 and 72 if you
are buying shares through an investment provider. Whenever you make an initial
investment in one of the funds or add to an existing account (except with an
automatic investment), you will be sent a statement confirming your transaction.
All investments must be made in U.S. dollars, and investment checks must be
drawn on a U.S. bank.

WHEN YOU SELL SHARES -- If you bought your shares from Neuberger Berman
Management, instructions for selling shares are on pages 76 and 77. See the
sidebars on pages 71 and 72 if you want to sell shares you purchased through an
investment provider. You can place an order to sell some or all of your shares
at any time. The proceeds from the shares you sold are generally sent out the
next business day after your order is executed, and nearly always within three
business days. There are two cases in which proceeds may be delayed beyond this
time:

- in unusual circumstances where the law allows additional time if needed

- if a check you wrote to buy shares hasn't cleared by the time you sell those
shares

The funds do not issue certificates for shares. If you have share certificates
from prior purchases, please note that the only way to redeem share certificates
is by sending in those certificates. Also, if you lose a certificate, you will
be charged a fee to replace it.

Your Investment 69
<PAGE>
MAINTAINING YOUR
ACCOUNT CONTINUED
-------------------------------------------------------------------

SIGNATURE GUARANTEES
A signature guarantee is a guarantee that your signature is authentic.

Most banks, brokers, and other financial institutions can provide you with one.
Some may charge a fee; others may not, particularly if you are a customer of
theirs.

A notarized signature from a notary public is not a signature guarantee.

If you think you may need to sell shares soon after buying them, you can avoid
the check clearing time (which may be up to 15 days) by investing by wire or
certified check.

If you sell shares of International or Technology Funds or exchange them for
shares of another fund in 180 days or less from purchase, you may be charged a
redemption fee. See page 78.

In some cases, you will have to place your order to sell shares in writing, and
you will need a signature guarantee (see sidebar). These cases include:

- when selling more than $50,000 worth of shares

- when you want the check for the proceeds to be made out to someone other than
an owner of record, or sent somewhere other than the address of record

- when you want the proceeds sent by wire or electronic transfer to a bank
account you have not designated in advance

When selling shares in an account that you do not intend to close, be sure to
leave at least $1,000 worth of shares in the account. Otherwise, the fund has
the right to request that you bring the balance back up to the minimum level. If
you have not done so within 60 days, we may close your account and send you the
proceeds by mail.

UNCASHED CHECKS -- We do not pay interest on uncashed checks from fund
distributions or the sale of fund shares. We are not responsible for checks
after they are sent to you. After allowing a reasonable time for delivery,
please call us if you have not received an expected check. While we cannot track
a check, we may make arrangements for a replacement.

70 Neuberger Berman
<PAGE>
MAINTAINING YOUR
ACCOUNT CONTINUED
-------------------------------------------------------------------

INVESTMENT PROVIDERS
The Investor Class shares available in this prospectus may also be purchased
through certain investment providers such as banks, brokerage firms, workplace
retirement programs, and financial advisers.

The fees and policies outlined in this prospectus are set by the funds and by
Neuberger Berman Management. However, if you use an investment provider, most of
the information you'll need for managing your investment will come from that
provider. This includes information on how to buy and sell shares, investor
services, and additional policies.

STATEMENTS AND CONFIRMATIONS -- Please review your account statements and
confirmations carefully as soon as you receive them. You must contact us within
30 days if you have any questions or notice any discrepancies. Otherwise, you
may adversely affect your right to make a claim about the transaction(s).

WHEN YOU EXCHANGE SHARES -- You can move money from one Neuberger Berman fund to
another through an exchange of shares, or by electing to use your cash
distributions from one fund to purchase Investor Class shares of another fund.
There are three things to remember when making an exchange:

- both accounts must have the same registration

- you will need to observe the minimum investment and minimum account balance
requirements for the fund accounts involved

- because an exchange is a sale for tax purposes, consider any tax consequences
before placing your order

The exchange privilege can be withdrawn from any investor that we believe is
trying to "time the market" or is otherwise making exchanges that we judge to be
excessive. Frequent exchanges can interfere with fund management and affect
costs and performance for other shareholders.

International and Technology Funds charge certain shareholders a redemption fee
on exchanges of fund shares held 180 days or less. See "Redemption Fee" on
page 78 for more information.

Your Investment 71
<PAGE>
MAINTAINING YOUR
ACCOUNT CONTINUED
-------------------------------------------------------------------

INVESTMENT PROVIDERS
(CONTINUED)
If you use an investment provider, you must contact that provider to buy or sell
shares of any of the funds described in this prospectus.

Most investment providers allow you to take advantage of the Neuberger Berman
fund exchange program, which is designed for moving money from one Neuberger
Berman fund to another through an exchange of shares. See page 71 for more
information.

PLACING ORDERS BY TELEPHONE -- Neuberger Berman fund investors have the option
of placing telephone orders, subject to certain restrictions. On non-retirement
accounts, this option is available to you unless you indicate on your account
application (or in a subsequent letter to us or to State Street Bank and Trust
Company) that you don't want it.

Whenever we receive a telephone order, we take steps to make sure the order is
legitimate. These may include asking for identifying information and recording
the call. As long as a fund and its representatives take reasonable measures to
verify the authenticity of calls, investors may be responsible for any losses
caused by unauthorized telephone orders.

In unusual circumstances, it may be difficult to place an order by phone. In
these cases, consider sending your order by fax or express delivery.

OTHER POLICIES -- Under certain circumstances, the funds reserve the right to:

- suspend the offering of shares

- reject any exchange or investment order

- change, suspend, or revoke the exchange privilege

- suspend the telephone order privilege

- satisfy an order to sell fund shares with securities rather than cash, for
certain very large orders

- suspend or postpone your right to sell fund shares on days when trading on the
New York Stock Exchange is restricted, or as otherwise permitted by the SEC

- change its investment minimums or other requirements for buying and selling,
or waive any minimums or requirements for certain investors

72 Neuberger Berman
<PAGE>
(This page has been left blank intentionally.)

Your Investment 73
<PAGE>
BUYING SHARES

<TABLE>
<S> <C>
Method Things to know
</TABLE>

-----------------------------------------------------------------------------
SENDING US A CHECK

Your first investment must be at least $1,000

Additional investments can be as little as $100

We cannot accept cash, money orders, starter checks, or travelers checks

You will be responsible for any losses or fees resulting from a bad check; if
necessary, we may sell other shares belonging to you in order to cover these
losses

All checks must be made out to "Neuberger Berman Funds;" we cannot accept checks
made out to you or other parties and signed over to us

-----------------------------------------------------------------------------
WIRING MONEY

All wires must be for at least $1,000

-----------------------------------------------------------------------------
EXCHANGING FROM
ANOTHER FUND

All exchanges must be for at least $1,000

Both accounts involved must be registered in the same name, address and tax ID
number

An exchange order cannot be cancelled or changed once it has been placed

-----------------------------------------------------------------------------
BY TELEPHONE

We do not accept phone orders for a first investment

Additional investments must be for at least $1,000

Shares will be purchased at the time we receive your money

Not available on retirement accounts

-----------------------------------------------------------------------------
SETTING UP SYSTEMATIC
INVESTMENTS

All investments must be at least $100

74 Neuberger Berman
<PAGE>
RETIREMENT PLANS
We offer investors a number of tax-advantaged plans for retirement saving:

TRADITIONAL IRAS allow money to grow tax-deferred until you take it out at
retirement. Contributions are deductible for some investors, but even when
they're not, an IRA can be beneficial.

ROTH IRAS offer tax-free growth like a traditional IRA, but instead of
tax-deductible contributions, the withdrawals are tax-free for investors who
meet certain requirements.

Also available: SEP-IRA, SIMPLE, Keogh, and other types of plans. Consult your
tax professional to find out which types of plans may be beneficial for you,
then call 800-877-9700 for information on any Neuberger Berman retirement plan.

Instructions

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

Fill out the application and enclose your check

If regular first-class mail, address to:
NEUBERGER BERMAN FUNDS
BOSTON SERVICE CENTER
P.O. BOX 8403
BOSTON, MA 02266-8403

If express delivery, registered mail, or certified mail, send to:
NEUBERGER BERMAN FUNDS
C/O STATE STREET BANK AND TRUST COMPANY
66 BROOKS DRIVE
BRAINTREE, MA 02184-3839

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

Before wiring any money, call 800-877-9700 for an order confirmation

Have your financial institution send your wire to State Street Bank and Trust
Company

Include your name, the fund name, your account number and other information as
requested

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

Call 800-877-9700 to place your order

To place an order using FUNDFONE-Registered Trademark-, call 800-335-9366

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

Call 800-877-9700 to notify us of your purchase

Immediately follow up with a wire or electronic transfer

To add shares to an existing account using FUNDFONE-Registered Trademark-, call
800-335-9366

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

Call 800-877-9700 for instructions

Your Investment 75
<PAGE>
SELLING SHARES

<TABLE>
<S> <C>
Method Things to know
</TABLE>

-----------------------------------------------------------------------------
SENDING US A LETTER

Unless you tell us otherwise, we will mail your proceeds by check to the address
of record, payable to the registered owner(s)

If you have designated a bank account on your application, you can request that
we wire the proceeds to this account; if the total balance in all of your
Neuberger Berman fund accounts is less than $200,000, you will be charged an
$8.00 fee

You can also request that we send the proceeds to your designated bank account
by electronic transfer without fee

You may need a signature guarantee

-----------------------------------------------------------------------------
SENDING US A FAX

For amounts of up to $50,000

Not available if you have changed the address on the account by phone, fax, or
postal address change in the past 15 days

-----------------------------------------------------------------------------
CALLING IN YOUR ORDER

All phone orders to sell shares must be for at least $1,000, unless you are
closing out an account

Not available if you have declined the phone option or are selling shares in a
retirement account

Not available if you have changed the address on the account by phone, fax, or
postal address change in the past 15 days

-----------------------------------------------------------------------------
EXCHANGING INTO
ANOTHER FUND

All exchanges must be for at least $1,000

Both accounts involved must be registered in the same name, address and tax ID
number

An exchange order cannot be cancelled or changed once it has been placed

-----------------------------------------------------------------------------
SETTING UP SYSTEMATIC
WITHDRAWALS

For accounts with at least $5,000 worth of shares in them

Withdrawals must be at least $100

-----------------------------------------------------------------------------
REDEMPTION FEE

International and Technology Funds charge a 2.00% redemption fee on shares
redeemed or exchanged for shares of another fund in 180 days or less. For
International Fund, this applies only to shares purchased on or after
September 11, 2000.

76 Neuberger Berman
<PAGE>
INTERNET CONNECTION
Investors with Internet access can enjoy many valuable and time-saving features
by visiting us on the World Wide Web at www.nb.com.

The site offers complete information on our funds, current performance data, and
an Investment Education Center with interactive worksheets for college and
retirement planning. Also available are relevant news items, tax information,
portfolio manager interviews, and related articles.

As a Neuberger Berman funds shareholder, you can use the web site to access
account information and even make secure transactions -- 24 hours a day.

Instructions

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

Send us a letter requesting us to sell shares signed by all registered owners;
include your name, account number, the fund name, the dollar amount or number of
shares you want to sell, and any other instructions

If regular first-class mail, send to:
NEUBERGER BERMAN FUNDS
BOSTON SERVICE CENTER
P.O. BOX 8403
BOSTON, MA 02266-8403

If express delivery, registered mail, or certified mail, send to:
NEUBERGER BERMAN FUNDS
C/O STATE STREET BANK AND TRUST COMPANY
66 BROOKS DRIVE
BRAINTREE, MA 02184-3839

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

Write a request to sell shares as described above

Call 800-877-9700 to obtain the correct fax number

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

Call 800-877-9700 to place your order

Give your name, account number, the fund name, the dollar amount or number of
shares you want to sell, and any other instructions

To place an order using FUNDFONE-Registered Trademark-, call 800-335-9366

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

Call 800-877-9700 to place your order

To place an order using FUNDFONE-Registered Trademark-, call 800-335-9366

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

Call 800-877-9700 for instructions

Your Investment 77
<PAGE>
REDEMPTION FEE
------------------------------------------------------------

If you sell your shares of International or Technology Funds or exchange them
for shares of another fund in 180 days or less of purchase, you will be charged
a 2.00% fee on the current net asset value of the shares sold or exchanged. For
International Fund, this fee will be applied only to those shares purchased on
or after September 11, 2000. The fee is paid to the funds to offset costs
associated with short-term trading, such as portfolio transaction and
administrative costs.

The funds use a "first-in, first-out" method to determine how long you have held
your fund shares. This means that if you bought shares on different days, the
shares purchased first will be considered redeemed first for purposes of
determining whether the redemption fee will be charged.

We will not impose the redemption fee on a redemption or an exchange of:

- shares acquired by reinvestment of dividends or other distributions of the
funds;

- shares held in an account of certain qualified retirement plans; or

- shares purchased through other investment providers, IF the provider imposes a
similar type of fee or otherwise has a policy in place to deter short-term
trading.

Shareholders purchasing through an investment provider should contact that
provider to determine whether it imposes a redemption fee or has such a policy
in place.

78 Neuberger Berman
<PAGE>
FUND STRUCTURE
------------------------------------------------------------

CONVERSION TO THE EURO
Like other mutual funds, the funds could be affected by problems relating to the
conversion of European currencies into the Euro, which extends from 1/1/99 to
7/1/02.

At Neuberger Berman, we are taking steps to ensure that our own computer systems
are compliant with Euro issues and to determine that the systems used by our
major service providers are also compliant. We are also making efforts to
determine whether companies in the funds' portfolios will be affected by this
issue.

At the same time, it is impossible to know whether the ongoing conversion, which
could disrupt fund operations and investments if problems arise, has been
adequately addressed until the conversion is completed.

Each of the funds in this prospectus uses a "multiple class" structure. The
funds offer either two, three or four classes of shares that have identical
investment programs, but different arrangements for distribution and shareholder
servicing and, consequently, different expenses. This prospectus relates solely
to Investor Class shares of the funds, and we have used the word "fund" to mean
that class of a particular fund.

Your Investment 79
<PAGE>
-------------------------------------------------------------------

NOTES

80
<PAGE>
81
<PAGE>
--------------------------------------------

NOTES

82
<PAGE>
83
<PAGE>
--------------------------------------------

NOTES

84
<PAGE>
85
<PAGE>
--------------------------------------------

NOTES

86
<PAGE>
87
<PAGE>
OBTAINING INFORMATION
You can obtain a shareholder report, SAI, and other information from:

NEUBERGER BERMAN
MANAGEMENT INC.
605 Third Avenue 2nd floor
New York, NY 10158-0180

800-877-9700
212-476-8800

Web site:
www.nb.com
Email:
[email protected]

You can also request copies of this information from the SEC for the cost of a
duplicating fee by sending an e-mail request to [email protected] or by writing
to the SEC's Public Reference Section, Washington DC 20549-0102. They are also
available from the EDGAR Database on the SEC's website at www.sec.gov.

You may also view and copy the documents at the SEC's Public Reference Room in
Washington. Call 202-942-8090 for information about the operation of the Public
Reference Room.

NEUBERGER BERMAN EQUITY FUNDS
INVESTOR CLASS SHARES

- No load

- No sales charges

- No 12b-1 fees

If you'd like further details on any of these funds, you can request a free copy
of the following documents:

SHAREHOLDER REPORTS -- Published twice a year, the shareholder reports offer
information about the fund's recent performance, including:

- a discussion by the portfolio manager(s) about strategies and market
conditions

- fund performance data and financial statements

- complete portfolio holdings

STATEMENT OF ADDITIONAL INFORMATION -- The SAI contains more comprehensive
information on these funds, including:

- various types of securities and practices, and their risks

- investment limitations and additional policies

- information about each fund's management and business structure

The SAI is hereby incorporated by reference into this prospectus, making it
legally part of the prospectus.

Investment manager:
NEUBERGER BERMAN MANAGEMENT INC.
Sub-adviser:
NEUBERGER BERMAN, LLC

[LOGO]

NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue 2nd Floor
New York, NY 10158-0180

[RECYCLE LOGO] A0088 12/00 SEC file number: 811-582

<PAGE>

<PAGE>
NEUBERGER BERMAN

NEUBERGER BERMAN
GENESIS FUND-REGISTERED TRADEMARK-
--------------------------------------------------------------------------------

INSTITUTIONAL CLASS SHARES

PROSPECTUS DECEMBER 15, 2000

These securities, like the securities of all mutual funds, have not been
approved or disapproved by the Securities and Exchange Commission,
and the Securities and Exchange Commission has not determined if
this prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
<PAGE>
CONTENTS
-----------------

<TABLE>
<C> <S>
NEUBERGER BERMAN EQUITY FUNDS
INSTITUTIONAL CLASS SHARES

PAGE 2 ...... Genesis Fund

YOUR INVESTMENT

8 ...... Maintaining Your Account

10 ...... Share Prices

11 ...... Distributions and Taxes

13 ...... Fund Structure
</TABLE>

The "Neuberger Berman" name and logo are service
marks of Neuberger Berman, LLC. "Neuberger Berman
Management Inc." and the fund name in this
prospectus are either service marks or registered
trademarks of Neuberger Berman Management Inc.
-C-2000 Neuberger Berman Management Inc.
<PAGE>
------------------------------------------------------------

FUND MANAGEMENT
The fund is managed by Neuberger Berman Management Inc., in conjunction
with Neuberger Berman, LLC, as sub-adviser. Together, the firms manage more than
$-- billion in total assets (as of September 30, 2000) and continue an asset
management history that began in 1939.

RISK INFORMATION
This prospectus discusses principal risks of investing in fund shares. These and
other risks are discussed in detail in the Statement of Additional Information
(see back cover).

THIS FUND:

- IS DESIGNED FOR INVESTORS WITH LONG-TERM GOALS IN MIND

- OFFERS YOU THE OPPORTUNITY TO PARTICIPATE IN FINANCIAL MARKETS THROUGH A
PROFESSIONALLY MANAGED STOCK PORTFOLIO

- ALSO OFFERS THE OPPORTUNITY TO DIVERSIFY YOUR PORTFOLIO WITH A FUND THAT
INVESTS USING A VALUE APPROACH

- CARRIES CERTAIN RISKS, INCLUDING THE RISK THAT YOU COULD LOSE MONEY IF FUND
SHARES ARE WORTH LESS THAN WHAT YOU PAID

- IS A MUTUAL FUND, NOT A BANK DEPOSIT, AND IS NOT GUARANTEED OR INSURED BY THE
FDIC OR ANY OTHER
GOVERNMENT AGENCY

1
<PAGE>
[PHOTO]

NEUBERGER BERMAN
GENESIS FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
ABOVE: PORTFOLIO MANAGERS ROBERT W. D'ALELIO AND JUDITH M.
VALE
</TABLE>

2
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

[ICON]
THE FUND SEEKS GROWTH OF CAPITAL.

The managers look for undervalued companies whose current product lines and
balance sheets are strong. Factors in identifying these firms may include:

- above-average returns

- an established market niche

- circumstances that would make it difficult for new competitors to enter the
market

- the ability to finance their own growth

- sound future business prospects

This approach is designed to let the fund benefit from potential increases in
stock prices while limiting the risks typically associated with small-cap
stocks.

At times, the managers may emphasize certain sectors that they believe will
benefit from market or economic trends.

When a stock no longer meets the fund's investment criteria, the managers will
consider selling it.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

Genesis Fund 3
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

- fluctuate more widely in price than the market as a whole

- underperform other types of stocks or be difficult to sell when the economy is
not robust, during market downturns or when small-cap stocks are out of favor

- be more affected than other types of stocks by the underperformance of a
sector that the managers decided to emphasize

With a value approach, there is also the risk that stocks may remain
undervalued during a given period. This may happen because value stocks as a
category lose favor with investors compared to growth stocks or because the
managers failed to anticipate which stocks or industries would benefit from
changing market or economic conditions.

4 Neuberger Berman
<PAGE>
PERFORMANCE
------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index. The
fund's performance figures include all of its expenses; the index does not
include costs of investment.

[ICON] The charts below provide an indication of
the risks of investing in Institutional Class shares of the fund. The
bar chart shows how performance has varied from year to year. The
table below the chart shows what the returns would equal if you averaged out
actual performance over various lengths of time and compares the return with
that of a broad measure of market performance. This information is based on past
performance; it's not a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990 -16.24
'91 41.55
'92 15.62
'93 13.89
'94 -1.82
'95 27.31
'96 29.86
'97 34.89
'98 -6.95
'99 4.24
BEST
QUARTER:
Q1 '91,
25.05%
WORST
QUARTER:
Q3 '90,
-21.81%
Year-to-date
performance
as of
9/30/00:
20.58%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99*

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
GENESIS FUND 4.24 16.68 12.73
Russell 2000 Index 21.26 16.69 13.40
</TABLE>

The Russell 2000 is an unmanaged index of U.S. small-cap stocks.

* PRIOR TO 12/15/00, GENESIS FUND INSTITUTIONAL CLASS WAS ORGANIZED AS A FEEDER
FUND IN A MASTER/FEEDER, RATHER THAN A MULTIPLE CLASS, STRUCTURE. PERFORMANCE
SHOWN FOR PERIODS AFTER JULY 1999 IS THAT OF THE PREDECESSOR FEEDER FUND,
WHICH HAD AN IDENTICAL INVESTMENT PROGRAM AND THE SAME EXPENSES AS GENESIS
FUND INSTITUTIONAL CLASS. PERFORMANCE FROM 1990 TO JULY 1999 IS THAT OF
GENESIS FUND INVESTOR CLASS, WHICH BEGAN OPERATIONS IN 1988. BECAUSE GENESIS
FUND INSTITUTIONAL CLASS HAS LOWER EXPENSES, ITS PERFORMANCE WOULD HAVE BEEN
BETTER THAN THE OTHER CLASS HAD.

Genesis Fund 5
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 0.88% of
averrage net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Institutional Class shares, or for
maintaining your account. Your only fund cost is your share of annual
operating expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.88
PLUS: Distribution (12b-1) fees None
Other expenses 0.09
....
EQUALS: Total annual operating expenses 0.97
MINUS: Expense reimbursement* 0.12
....
EQUALS: Net expenses 0.85
</TABLE>

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $87 $271 $471 $1049
</TABLE>

6 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
1999(1) 2000
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund
earned (or lost), what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year
PLUS: Income from investment operations 21.01 20.28
Net investment income 0.02 0.08
Net gains/losses -- realized and unrealized (0.75) 5.20
Subtotal: income from investment operations (0.73) 5.28
....
EQUALS: Share price (NAV) at end of year 20.28 25.41
------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as
well as how they would have been if certain waiver and expense offset arrangements had not
been in effect.
Net expenses -- actual 0.85(2) 0.85
Gross expenses(3) 1.15(2) 0.97
Expenses(4) 0.85(2) 0.85
Net investment income -- actual 0.48(2) 0.34
------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over the period,
assuming all distributions were reinvested. The turnover rate reflects how actively the
fund bought and sold securities.
Total return(5) (%) (3.47)(6) 26.22
Net assets at end of year (in millions of dollars) 224.2 232.1
Portfolio turnover rate (%) 33 38
</TABLE>

(1) PERIOD FROM 7/1/99 (COMMENCEMENT OF OPERATIONS) TO 8/31/99.

(2) ANNUALIZED.

(3) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE WAS NO EXPENSE REIMBURSEMENT.

(4) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.

(5) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

(6) NOT ANNUALIZED.

Genesis Fund 7
<PAGE>
YOUR INVESTMENT

MAINTAINING YOUR
ACCOUNT
------------------------------------------------------------

YOUR INVESTMENT PLAN
The fees and policies outlined in this prospectus are set by the fund and by
Neuberger Berman Management. However, most of the information you'll need for
managing your investment will come from your investment plan. This includes
information on how to buy and sell shares, investor services, and additional
policies.

In exchange for the services it offers, your investment plan may charge fees,
which are in addition to those described in this
prospectus.

Institutional Class shares of the fund are available to you for investment
through retirement savings programs such as pension and profit sharing plans and
employee benefit trusts. The minimum initial investment is $5 million. Neuberger
Berman Management reserves the right to waive this minimum investment for
certain investment plans.

To buy or sell Institutional Class shares of the fund described in this
prospectus, contact your investment plan. All investments must be made in U.S.
dollars, and investment checks must be drawn on a U.S. bank. The fund does not
issue certificates for shares.

Most investment plans allow you to take advantage of the Neuberger Berman fund
exchange program, which is designed for moving money from one Neuberger Berman
fund to another through an exchange of shares. However, this privilege can be
withdrawn from any investor that we believe is trying to "time the market" or is
otherwise making exchanges that we judge to be excessive. Frequent exchanges can
interfere with fund management and affect costs and performance for other
shareholders.

8 Neuberger Berman
<PAGE>
------------------------------------------------------------

BUYING SHARES BEFORE
A DISTRIBUTION
The money the fund earns, either as income or as capital gains, is reflected
in its share price until the fund distributes the money. At that time, the
amount of the distribution is deducted from the share price. The amount of the
distribution is either reinvested in additional Institutional Class shares or
paid to shareholders in cash.

Because of this, if you buy shares just before the fund makes a distribution,
you'll end up getting some of your investment back as a taxable distribution.
You can avoid this situation by waiting to invest until after the distribution
has been made.

Generally, if you're investing in a tax-advantaged account, there are no tax
consequences to you from a distribution.

Under certain circumstances, the fund reserves the right to:

- suspend the offering of shares

- reject any exchange or investment order

- change, suspend, or revoke the exchange privilege

- satisfy an order to sell fund shares with securities rather than cash, for
certain very large orders

- suspend or postpone the redemption of shares on days when trading on the New
York Stock Exchange is restricted, or as otherwise permitted by the SEC

The proceeds from the shares you sold are generally sent out the next business
day after your order is executed, and nearly always within three business days.
There are two cases in which proceeds may be delayed beyond this time:

- in unusual circumstances where the law allows additional time if needed

- if a check you wrote to buy shares hasn't cleared by the time you sell those
shares

If you think you may need to sell shares soon after buying them, you can avoid
the check clearing time (which may be up to 15 days) by investing by wire or
certified check.

Your Investment 9
<PAGE>
SHARE PRICES
------------------------------------------------------------

SHARE PRICE CALCULATIONS
The price of Institutional Class shares of the fund is the total value of the
assets attributable to Institutional Class minus the liabilities attributable to
that class, divided by the total number of Institutional Class shares. Because
the value of the fund's securities changes every business day, the share price
usually changes as well.

When valuing portfolio securities, the fund uses market prices. However, in rare
cases, events that occur after certain markets have closed may render these
prices unreliable.

When the fund believes a market price does not reflect a security's true value,
the fund may substitute for the market price a fair-value estimate derived
through methods approved by its trustees. The fund may also use these methods to
value certain types of illiquid securities.

Because Institutional Class shares of the fund do not have a sales charge, the
price you pay for each share of the fund is the fund's net asset value per
share. Similarly, because the fund does not charge any fee for selling shares,
the fund pays you the full share price when you sell shares. Remember that your
investment plan may charge fees for its services.

The fund is open for business every day the New York Stock Exchange is open. The
Exchange is closed on all national holidays and Good Friday; fund shares will
not be priced on those days. In general, every buy or sell order you place will
go through at the next share price to be calculated after your order has been
accepted; check with your investment plan to find out by what time your order
must be received in order to be processed the same day. The fund calculates its
share price as of the end of regular trading on the Exchange on business days,
usually 4:00 p.m. eastern time. Depending on when your investment plan accepts
orders, it's possible that the fund's share price could change on days when you
are unable to buy or sell shares.

Also, because foreign markets may be open on days when U.S. markets are closed,
the value of foreign securities owned by the fund could change on days when you
can't buy or sell fund shares. Remember, though, any purchase or sale takes
place at the next share price calculated after your order is accepted.

10 Neuberger Berman
<PAGE>
DISTRIBUTIONS
AND TAXES
------------------------------------------------------------

How can you figure out your tax liability on fund distributions and share
transactions? One helpful tool is the tax statement that your investment plan
sends you every January. It details the distributions you received during the
past year and shows their tax status. A separate statement covers your share
transactions.

Most importantly, consult your tax professional. Everyone's tax situation is
different, and your professional should be able to help you answer any questions
you may have.

DISTRIBUTIONS -- The fund pays out to shareholders any net income and net
capital gains. Ordinarily, the fund makes any distributions once a year in
December.

Consult your investment plan about whether your income and capital gain
distributions from the fund will be reinvested in Institutional Class shares of
the fund or paid to you in cash.

HOW DISTRIBUTIONS ARE TAXED -- Except for tax-advantaged retirement accounts and
other tax-exempt investors, all fund distributions you receive are generally
taxable to you, regardless of whether you take them in cash or reinvest them.
Fund distributions to Roth IRAs, other individual retirement accounts and
qualified retirement plans generally are tax-free. Eventual withdrawals from a
Roth IRA of those amounts also may be tax-free, while withdrawals from other
retirement accounts and plans generally are subject to tax.

Income distributions and net short-term capital gain distributions are generally
taxed as regular income. Distributions of other capital gains are generally
taxed as long-term capital gains. The tax treatment of capital gain
distributions depends on how long the fund held the securities it sold, not when
you bought your shares of the fund or whether you reinvested your distributions.

Your Investment 11
<PAGE>
DISTRIBUTIONS
AND TAXES CONTINUED
-------------------------------------------------------------------

CONVERSION TO
THE EURO
Like other mutual funds, the fund could be affected by problems relating to the
conversion of European currencies into the Euro, which extends from 1/1/99 to
7/1/02.

At the same time, it is impossible to know whether the ongoing conversion, which
could disrupt fund operations and investments if uncorrected, has been
adequately addressed until the conversion is completed.

HOW SHARE TRANSACTIONS ARE TAXED -- When you sell or exchange fund shares, you
generally realize a taxable gain or loss. The exception, once again, is tax-
advantaged retirement accounts.

UNCASHED CHECKS -- When you receive a check, you may want to deposit or cash it
right away, as you will not receive interest on uncashed checks.

12 Neuberger Berman
<PAGE>
FUND STRUCTURE
------------------------------------------------------------

The fund uses a "multiple class" structure.

Genesis Fund offers four classes of shares that have identical investment
programs, but different arrangements for distribution and shareholder servicing
and, consequently, different expenses. This prospectus relates solely to
Institutional Class shares of the fund, and we have used the word "fund" to mean
Institutional Class shares of the fund.

Your Investment 13
<PAGE>
------------------------------------------------------------

OBTAINING INFORMATION
You can obtain a shareholder report, SAI, and other information from your
investment plan, or from:

NEUBERGER BERMAN
MANAGEMENT INC.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800

Broker/Dealer and
Institutional Services:
800-366-6264

Web site:
www.nbfunds.com
Email:
[email protected]

You can also request copies of this information from the SEC for the cost of a
duplicating fee by sending an e-mail request to [email protected] or by writing
to the SEC's Public Reference Section, Washington, DC 20549-0102. They are also
available from the EDGAR Database on the SEC's website at www.sec.gov.

You may also view and copy the documents at the SEC's Public Reference Room in
Washington. Call 202-942-8090 for information about the operation of the Public
Reference Room.

NEUBERGER BERMAN GENESIS FUND
INSTITUTIONAL CLASS SHARES
- No load

- No sales charges

- No 12b-1 fees

If you'd like further details about this fund, you can request a free copy of
the following documents:

SHAREHOLDER REPORTS -- Published twice a year, the shareholder reports offer
information about the fund's recent performance, including:

- a discussion by the portfolio managers about strategies and market conditions

- fund performance data and financial statements

- complete portfolio holdings

STATEMENT OF ADDITIONAL INFORMATION -- The SAI contains more comprehensive
information about this fund, including:

- various types of securities and practices, and their risks

- investment limitations and additional policies

- information about the fund's management and business structure

The SAI is hereby incorporated by reference into this prospectus, making it
legally part of the prospectus.

Investment manager:
NEUBERGER BERMAN MANAGEMENT INC.
Sub-adviser:
NEUBERGER BERMAN, LLC

[LOGO]

NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue 2nd Floor
New York, NY 10158-0180

[RECYCLE LOGO] A0089 12/00 SEC file number: 811-582

<PAGE>

<PAGE>
NEUBERGER BERMAN

NEUBERGER BERMAN
EQUITY FUNDS-REGISTERED TRADEMARK-
--------------------------------------------------------------------------------

TRUST CLASS SHARES

PROSPECTUS DECEMBER 15, 2000
Century Fund
Focus Fund
Genesis Fund
Guardian Fund
International Fund
Manhattan Fund
Millennium Fund
Partners Fund
Regency Fund
Socially Responsive Fund
Technology Fund

These securities, like the securities of all mutual funds, have not been
approved or disapproved by the Securities and Exchange Commission,
and the Securities and Exchange Commission has not determined if
this prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
<PAGE>
CONTENTS
-----------------

<TABLE>
<C> <S>
NEUBERGER BERMAN EQUITY FUNDS
TRUST CLASS SHARES

PAGE 2 ...... Century Fund

7 ...... Focus Fund

13 ...... Genesis Fund

19 ...... Guardian Fund

25 ...... International Fund

31 ...... Manhattan Fund

37 ...... Millennium Fund

43 ...... Partners Fund

49 ...... Regency Fund

54 ...... Socially Responsive Fund

60 ...... Technology Fund

YOUR INVESTMENT

65 ...... Maintaining Your Account

68 ...... Share Prices

69 ...... Distributions and Taxes

71 ...... Fund Structure
</TABLE>

FUND MANAGEMENT
The Neuberger Berman Equity Funds are managed by Neuberger Berman Management
Inc., in conjunction with Neuberger Berman, LLC, as sub-adviser. Together, the
firms manage more than $__ billion in total assets (as of September 30, 2000)
and continue an asset management history that began in 1939.

RISK INFORMATION
This prospectus discusses principal risks of investing in fund shares. These and
other risks are discussed in detail in the Statement of Additional Information
(see back cover).

THESE FUNDS:

- ARE DESIGNED FOR INVESTORS WITH LONG-TERM GOALS IN MIND

- OFFER YOU THE OPPORTUNITY TO PARTICIPATE IN FINANCIAL MARKETS THROUGH
PROFESSIONALLY MANAGED STOCK PORTFOLIOS

- ALSO OFFER THE OPPORTUNITY TO DIVERSIFY YOUR PORTFOLIO WITH FUNDS THAT INVEST
USING A VALUE OR A GROWTH APPROACH, OR A COMBINATION OF THE TWO

- CARRY CERTAIN RISKS, INCLUDING THE RISK THAT YOU COULD LOSE MONEY IF FUND
SHARES ARE WORTH LESS THAN WHAT YOU PAID

- ARE MUTUAL FUNDS, NOT BANK DEPOSITS, AND ARE NOT GUARANTEED OR INSURED BY THE
FDIC OR ANY OTHER
GOVERNMENT AGENCY

1
<PAGE>
[PHOTO]

NEUBERGER BERMAN
CENTURY FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
ABOVE: PORTFOLIO MANAGER BROOKE A. COBB
</TABLE>

2
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

Because of their size, large-cap companies may grow at a slower rate than small
companies. But their returns have sometimes led those of smaller companies,
often with lower volatility.

GROWTH INVESTING
For growth investors, the aim is to invest in companies that are already
successful but could be even more so. Often, these stocks are in emerging or
rapidly growing industries.

While most growth stocks are known to investors, they may not yet have reached
their full potential. The growth investor looks for indications of continued
success.

[ICON]
THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL; DIVIDEND INCOME IS A
SECONDARY GOAL.

- solid balance sheets

- earnings that have exceeded analysts' expectations

- a strong position relative to competitors

- a stock price that is reasonable in light of its growth rate

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

Century Fund 3
<PAGE>
MAIN RISKS
------------------------------------------------------------

At times, large-cap stocks may lag other types of stocks in performance, which
could cause the fund to perform worse than certain other funds over a given time
period.

Because the prices of most growth stocks are based on future expectations, these
stocks tend to be more sensitive than value stocks to bad economic news and
negative earnings surprises. While the prices of any type of stock can rise and
fall rapidly, growth stocks in particular may underperform during periods when
the market favors value stocks. The fund's performance may also suffer if
certain stocks do not perform as the portfolio manager expected. To the extent
that the managers sell stocks before they reach their market peak, the fund may
miss out on opportunities for higher performance.

Through active trading, the fund may have a high portfolio turnover rate, which
can mean higher taxable distributions and lower performance due to increased
brokerage costs.

PERFORMANCE -- When this prospectus was prepared, the fund had not completed a
full calendar year of operations. Accordingly, performance charts are not
included.

4 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
BROOKE A. COBB is a Vice President of Neuberger Berman Management, a Managing
Director of Neuberger Berman, LLC, and has managed the fund since December 1999.
He joined Neuberger Berman, LLC in 1997. From 1992 to 1997, he was a portfolio
manager at several other firms.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For investment management services, the fund
will pay Neuberger Berman Management a fee at the annual rate of 0.550% of the
first $250 million of average net assets, 0.525% of the next $250 million,
0.500% of the next $250 million, 0.475% of the next $250 million, 0.450% of the
next $500 million, and 0.425% of average net assets in excess of $1.5 billion.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging Trust Class shares, or for maintaining
your account. Your only fund cost is your share of annual operating
expenses. The expense example can help you compare costs among funds.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.95
PLUS: Distribution (12b-1) fees 0.10
Other expenses 6.46
....
EQUALS: Total annual operating expenses 7.51
MINUS: Expense reimbursement 6.01
....
EQUALS: Net expenses 1.50
</TABLE>

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $153 $474 $818 $1791
</TABLE>

Century Fund 5
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31, 2000(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout the period indicated. You can see what the fund earned (or lost),
what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of
period 10.00
PLUS: Income from investment operations
Net investment loss (0.06)
Net gains/losses -- realized and
unrealized 3.50
Subtotal: income from investment
operations 3.44
........
EQUALS: Share price (NAV) at end of period 13.44
------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment loss -- as they actually are as well as how they
would have been if certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual 1.50(2)
Gross expenses(3) 7.51(2)
Expenses(4) 1.50(2)
Net investment income loss -- actual (0.71)(2)
------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over the period, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return (%) 34.40(5)(6)
Net assets at end of period (in millions of dollars) 2.2
Portfolio turnover rate (%) 65
</TABLE>

(1) PERIOD FROM 12/6/99 (BEGINNING OF OPERATIONS) TO 8/31/00.

(2) ANNUALIZED.

(3) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(4) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.

(5) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

(6) NOT ANNUALIZED.

6 Neuberger Berman
<PAGE>
[PHOTO]

NEUBERGER BERMAN
FOCUS FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBFCX ABOVE: PORTFOLIO MANAGER KENT C. SIMONS
</TABLE>

7
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

[ICON]
THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL.

To pursue this goal, the fund invests mainly in common stocks of companies of
any size that fall within the following sectors:

- autos and housing

- consumer goods and services

- defense and aerospace

- energy

- financial services

- health care

- heavy industry

- machinery and equipment

- media and entertainment

- retailing

- technology

- transportation

- utilities

When a stock no longer meets the fund's investment criteria, the manager will
consider selling it.

The fund has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

8 Neuberger Berman
<PAGE>
MAIN RISKS
------------------------------------------------------------

OTHER RISKS
The fund may use certain practices and securities involving additional risks.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the fund anticipates adverse market, economic, political or other
conditions, it may temporarily depart from its goal and invest substantially in
high-quality short-term investments. This could help the fund avoid losses but
may mean lost opportunities.

Focus Fund 9
<PAGE>
PERFORMANCE
------------------------------------------------------------

[ICON] The charts below provide an indication of
the risks of investing in Trust Class shares of the fund. The bar
chart shows how performance has varied from year to year. The table
below the chart shows what the returns would equal if you averaged out actual
performance over various lengths of time and compares the return with broader
measures of market performance. This information is based on past performance;
it's not a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1990 -5.92%
'91 24.66%
'92 21.10%
'93 19.60%
'94 0.93%
'95 36.03%
'96 16.29%
'97 24.15%
'98 13.17%
'99 25.89%
BEST
QUARTER:
Q4 '98,
34.52%
WORST
QUARTER:
Q3 '98,
-27.48%
Year-to-date
performance
as of
9/30/00:
23.27%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99*

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
FOCUS FUND 25.89 22.85 16.98
S&P 500 Index 21.04 28.54 18.19
Russell 1000 Value Index 7.35 23.08 15.59
</TABLE>

The S&P 500 is an unmanaged index of U.S. stocks.
The Russell 1000 Value Index is an unmanaged index of U.S. mid- and large-cap
value stocks.
* PRIOR TO 12/15/00 FOCUS FUND TRUST CLASS WAS ORGANIZED AS A FEEDER FUND IN A
MASTER/FEEDER, RATHER THAN A MULTIPLE CLASS, STRUCTURE. PERFORMANCE SHOWN FOR
THE PERIODS AFTER AUGUST 1993 IS THAT OF THE PREDECESSOR FEEDER FUND, WHICH
HAD AN IDENTICAL INVESTMENT PROGRAM AND THE SAME EXPENSES AS FOCUS FUND TRUST
CLASS. PERFORMANCE FROM 1990 TO AUGUST 1993 IS THAT OF FOCUS FUND INVESTOR
CLASS, WHICH BEGAN OPERATIONS IN 1955. BECAUSE INVESTOR CLASS HAS MODERATELY
LOWER EXPENSES, ITS PERFORMANCE TYPICALLY SHOULD BE SLIGHTLY BETTER THAN TRUST
CLASS WOULD HAVE HAD.

10 Neuberger Berman
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
KENT C. SIMONS is a Vice President of Neuberger Berman Management and
a Managing Director of Neuberger Berman, LLC. He has managed the fund's assets
since 1988.

NEUBERGER BERMAN MANAGEMENT is the fund's investment manager, administrator, and
distributor. It engages Neuberger Berman, LLC as sub-adviser to provide
management and related services. For the 12 months ended 8/31/00, the
management/administration fees paid to Neuberger Berman Management were 0.88% of
average net assets.

FEE TABLE

SHAREHOLDER FEES None
-------------------------------------------------------

ANNUAL OPERATING EXPENSES (% of average net assets)*

These are deducted from fund assets, so you pay them indirectly.

<TABLE>
<S> <C> <C>
Management fees 0.88
PLUS: Distribution (12b-1) fees 0.10
Other expenses 0.08
....
EQUALS: Total annual operating expenses 1.06
</TABLE>

* NEUBERGER BERMAN MANAGEMENT REIMBURSES CERTAIN EXPENSES OF THE FUND SO THAT
ITS TOTAL ANNUAL OPERATING EXPENSES ARE NOT MORE THAN 0.20% ABOVE THOSE OF
ANOTHER CLASS OF THE FUND (INVESTOR CLASS). THIS ARRANGEMENT DOES NOT COVER
INTEREST, TAXES, BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES. UNDER THIS
ARRANGEMENT, WHICH NEUBERGER BERMAN MANAGEMENT CAN TERMINATE UPON SIXTY DAYS'
NOTICE TO THE FUND, TOTAL ANNUAL OPERATING EXPENSES OF THE FUND LAST YEAR WERE
LIMITED TO 1.04% OF THE FUND'S AVERAGE NET ASSETS. THE FIGURES IN THE TABLE
ARE BASED ON LAST YEAR'S EXPENSES.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses** $108 $337 $585 $1294
</TABLE>

** UNDER THE FUND'S EXPENSE REIMBURSEMENT ARRANGEMENT DESCRIBED IN THE FOOTNOTE
ABOVE, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR PERIODS WOULD BE
$106, $331, $574, AND $1271, RESPECTIVELY.

Focus Fund 11
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1996 1997 1998 1999 2000
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what
it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 14.41 14.83 21.27 17.14 23.62
PLUS: Income from investment operations
Net investment income (loss) 0.06 0.01 0.03 (0.02) (0.05)
Net gains/losses -- realized and
unrealized 0.46 6.49 (3.66) 6.53 13.40
Subtotal: income from investment
operations 0.52 6.50 (3.63) 6.51 13.35
MINUS: Distributions to shareholders
Income dividends 0.02 0.06 0.01 0.03 --
Capital gain distributions 0.08 -- 0.49 -- 1.64
Subtotal: distributions to
shareholders 0.10 0.06 0.50 0.03 1.64
................................................
EQUALS: Share price (NAV) at end of year 14.83 21.27 17.14 23.62 35.33
---------------------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income (loss) -- as they actually are as well as how
they would have been if certain expense reimbursement and offset arrangements had not been in effect.
Net expenses -- actual 0.99 0.96 0.94 0.95 1.05
Gross expenses(1) 1.27 1.06 0.97 0.98 1.06
Expenses(2) 0.99 0.96 0.94 0.95 1.05
Net investment income (loss) -- actual 0.63 0.11 0.17 (0.07) (0.22)
---------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return(3) (%) 3.62 43.93 (17.45) 38.07 59.02
Net assets at end of year (in millions of dollars) 55.6 160.9 193.2 216.0 372.4
Portfolio turnover rate (%) 39 63 64 57 55
</TABLE>

(1) SHOWS WHAT THIS RATIO WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE
REIMBURSEMENT.

(2) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.
(3) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES.

12 Neuberger Berman
<PAGE>
[PHOTO]

NEUBERGER BERMAN
GENESIS FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBGEX ABOVE: PORTFOLIO MANAGERS ROBERT W. D'ALELIO AND JUDITH M.
VALE
</TABLE>