NEUBERGER BERMAN EQUITY FUNDS, 497, 2000-08-18

NEUBERGER BERMAN EQUITY FUNDS
497, 2000-08-18

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<PAGE>
[PHOTO] NEUBERGER BERMAN

NEUBERGER BERMAN
EQUITY FUNDS-REGISTERED TRADEMARK-
--------------------------------------------------------------------------------
PROSPECTUS DECEMBER 1, 1999

(As Amended May 1, 2000 and August 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.

Century Fund
Focus Fund
Genesis Fund
Guardian Fund
International Fund
Manhattan Fund
Millennium Fund
Partners Fund
Regency Fund
Socially Responsive Fund
<PAGE>
CONTENTS
-----------------

<TABLE>
<C> <S>
NEUBERGER BERMAN EQUITY FUNDS

PAGE 2 ...... Century Fund

6 ...... Focus Fund

12 ...... Genesis Fund

18 ...... Guardian Fund

24 ...... International Fund

30 ...... Manhattan Fund

36 ...... Millennium Fund

41 ...... Partners Fund

47 ...... Regency Fund

52 ...... Socially Responsive Fund

YOUR INVESTMENT

58 ...... Share Prices

59 ...... Privileges and Services

60 ...... Distributions and Taxes

62 ...... Maintaining Your Account

66 ...... Buying and Selling Shares

70 ...... Redemption Fee (International Fund Only)

71 ...... 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-1999 Neuberger Berman Management
Inc.
<PAGE>
------------------------------------------------------------

FUND MANAGEMENT
All of 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 $54.4 billion in total assets (as of
December 31, 1999) 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

- USE A MASTER/FEEDER STRUCTURE IN THEIR PORTFOLIOS; SEE PAGE 71 FOR INFORMATION
ON HOW IT WORKS

- 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>

"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 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 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 -- Because the fund is new, it does not have performance to report.

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
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 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** 0.99
....
EQUALS: Total annual operating expenses 1.80
MINUS: Expense reimbursement 0.30
....
EQUALS: Net expenses 1.50
</TABLE>

* NEUBERGER BERMAN MANAGEMENT HAS CONTRACTUALLY AGREED TO REIMBURSE CERTAIN
EXPENSES OF THE FUND THROUGH 12/31/02, 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 TABLE INCLUDES
COSTS PAID BY THE FUND AND ITS SHARE OF MASTER PORTFOLIO COSTS. FOR MORE
INFORMATION ON MASTER/FEEDER FUNDS, SEE "FUND STRUCTURE" ON PAGE 71.

** OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

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
----------------------------------------------------------
<S> <C> <C>
Expenses $153 $474
</TABLE>

Century Fund 5
<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."

6
<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.

Focus Fund 7
<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.

8 Neuberger Berman
<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 indices 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 index does 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 the fund. The bar chart shows how the fund's
performance has varied from one year to another. 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

BEST QUARTER: Q4'98, up 34.51% WORST QUARTER: Q3'98, down 27.51% Year-to-date
performance as of 9/30/99: down 0.42%

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
FOCUS FUND 13.24 17.55 17.01
S&P 500 Index 28.52 24.02 19.16
Russell 1000 Value Index 15.63 20.86 17.83
</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.

Focus Fund 9
<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 8/31/99, the
management/administration fees paid to Neuberger Berman Management were 0.75% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging 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 0.75
PLUS: Distribution (12b-1) fees None
Other expenses 0.10
....
EQUALS: Total annual operating expenses 0.85
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES. ACTUAL EXPENSES
THIS YEAR MAY BE HIGHER OR LOWER. THE TABLE INCLUDES COSTS PAID BY THE FUND
AND ITS SHARE OF MASTER PORTFOLIO COSTS. FOR MORE INFORMATION ON MASTER/FEEDER
FUNDS, SEE "FUND STRUCTURE" ON PAGE 71.

EXPENSE EXAMPLE

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

10 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
------------------------------------------------------------------------------------------------------------
<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 24.42 28.88 28.46 38.89 27.79
PLUS: Income from investment operations
Net investment income 0.17 0.19 0.08 0.10 0.02
Net gains/losses -- realized and
unrealized 5.97 0.85 12.00 (6.21) 10.50
Subtotal: income from investment
operations 6.14 1.04 12.08 (6.11) 10.52
MINUS: Distributions to shareholders
Income dividends 0.20 0.11 0.22 0.06 0.09
Capital gain distributions 1.48 1.35 1.43 4.93 1.97
Subtotal: distributions to
shareholders 1.68 1.46 1.65 4.99 2.06
................................................
EQUALS: Share price (NAV) at end of year 28.88 28.46 38.89 27.79 36.25
------------------------------------------------------------------------------------------------------------
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 0.87 0.89 0.86 0.84 0.85
Expenses(1) -- 0.89 0.86 0.84 0.85
Net investment income -- actual 0.75 0.69 0.21 0.27 0.03
------------------------------------------------------------------------------------------------------------
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 (%) 27.47 3.70 43.92 (17.37) 38.09
Net assets at end of year (in millions of dollars) 956.0 1,071.4 1,411.9 1,119.9 1,326.6
Portfolio turnover rate (%) 36 39 63 64 57
</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. THIS CALCULATION IS
REQUIRED FOR ALL PERIODS ENDING
AFTER 9/1/95.

Focus Fund 11
<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."

12
<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 more than 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.

Genesis Fund 13
<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.

14 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.

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

1989 17.25%
'90 -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%
BEST QUARTER: Q1'91, up 25.05% WORST QUARTER: Q3'90, down 21.81% Year-to-date
performance as of 9/30/99: down 3.88%

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
GENESIS FUND (6.95) 15.30 14.07
Russell 2000 Index (2.55) 11.87 12.92
</TABLE>

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

Genesis Fund 15
<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 8/31/99, the
management/administration fees paid to Neuberger Berman Management were 0.98% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging 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 0.98
PLUS: Distribution (12b-1) fees None
Other expenses 0.19
....
EQUALS: Total annual operating expenses 1.17
</TABLE>

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $119 $372 $644 $1420
</TABLE>

16 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
------------------------------------------------------------------------------------------------------------
<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 8.27 9.52 10.91 15.55 12.47
PLUS: Income from investment operations
Net investment income (loss) -- (0.01) (0.01) 0.11 0.11
Net gains/losses -- realized and
unrealized 1.56 1.95 4.80 (3.00) 2.27
Subtotal: income from investment
operations 1.56 1.94 4.79 (2.89) 2.38
MINUS: Distributions to shareholders
Income dividends -- -- -- -- 0.12
Capital gain distributions 0.31 0.55 0.15 0.19 0.34
Subtotal: distributions to
shareholders 0.31 0.55 0.15 0.19 0.46
................................................
EQUALS: Share price (NAV) at end of year 9.52 10.91 15.55 12.47 14.39
------------------------------------------------------------------------------------------------------------
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 1.35 1.28 1.16 1.10 1.17
Gross expenses(1) 1.38 1.38 1.26 1.12 --
Expenses(2) -- 1.28 1.17 1.11 1.17
Net investment income (loss) -- actual (0.16) (0.18) (0.08) 0.72 0.61
------------------------------------------------------------------------------------------------------------
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 (%) 19.69(3) 21.32(3) 44.32(3) (18.82)(3) 19.20
Net assets at end of year (in millions of dollars) 111.5 195.4 718.1 1,079.1 851.3
Portfolio turnover rate (%) 37 21 18 18 33
</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.

Genesis Fund 17
<PAGE>
[PHOTO]

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

<TABLE>
<C> <S>
Ticker Symbol: NGUAX ABOVE: PORTFOLIO MANAGERS KEVIN L. RISEN AND ALLAN "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."

18
<PAGE>
GOAL & STRATEGY
------------------------------------------------------------

LARGE-CAP STOCKS
Large 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 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.

Guardian Fund 19
<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.

20 Neuberger Berman
<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

BEST QUARTER: Q4'98, up 23.12% WORST QUARTER: Q3'98, down 26.19% Year-to-date
performance as of 9/30/99: down 3.25%

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
GUARDIAN FUND 2.35 13.59 14.89
S&P 500 Index 28.52 24.02 19.16
Russell 1000 Value Index 15.63 20.86 17.38
</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.

Guardian Fund 21
<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 8/31/99, the
management/administration fees paid to Neuberger Berman Management were 0.70% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging 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 0.70
PLUS: Distribution (12b-1) fees None
Other expenses 0.12
....
EQUALS: Total annual operating expenses 0.82
</TABLE>

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $84 $262 $455 $ 1014
</TABLE>

22 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
------------------------------------------------------------------------------------------------------------
<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 19.52 23.61 23.78 31.41 21.32
PLUS: Income from investment operations
Net investment income 0.27 0.31 0.15 0.18 0.18
Net gains/losses -- realized and
unrealized 4.30 0.90 8.96 (6.09) 5.29
Subtotal: income from investment
operations 4.57 1.21 9.11 (5.91) 5.47
MINUS: Distributions to shareholders
Income dividends 0.25 0.28 0.24 0.18 0.16
Capital gain distributions 0.23 0.76 1.24 4.00 3.91
Subtotal: distributions to
shareholders 0.48 1.04 1.48 4.18 4.07
................................................
EQUALS: Share price (NAV) at end of year 23.61 23.78 31.41 21.32 22.72
------------------------------------------------------------------------------------------------------------
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 0.80 0.82 0.80 0.79 0.82
Expenses(1) -- 0.82 0.80 0.79 0.82
Net investment income -- actual 1.40 1.37 0.55 0.59 0.70
------------------------------------------------------------------------------------------------------------
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 (%) 24.06 5.27 39.69 (20.80) 26.12
Net assets at end of year (in millions of dollars) 3,947.5 4,905.2 6,475.1 4,210.8 3,441.0
Portfolio turnover rate (%) 26 37 50 60 73
</TABLE>

(1) 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.

Guardian Fund 23
<PAGE>
NEUBERGER BERMAN
INTERNATIONAL FUND
--------------------------------------------------------------------------------

<TABLE>
<C> <S>
Ticker Symbol: NBISX PORTFOLIO MANAGER VALERIE CHANG
ASSOCIATE MANAGER 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."

24
<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.

International Fund 25
<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.

26 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.

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.

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

BEST QUARTER: Q1'98, up 17.90% WORST QUARTER: Q3'98, down 26.09% Year-to-date
performance as of 9/30/99: up 15.81%

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98

<TABLE>
<CAPTION>
Since
Inception
1 Year 6/15/94
----------------------------------------------------------
<S> <C> <C>
INTERNATIONAL FUND 2.35 9.45
EAFE Index 20.33 8.50
</TABLE>

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

International Fund 27
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT

VALERIE CHANG is a Vice President of Neuberger Berman Management and a Managing
Director of Neuberger Berman, LLC. In 1996 she 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.

BENJAMIN E. SEGAL is a Vice President of Neuberger Berman Management and a Vice
President of Neuberger Berman, LLC and has been an Associate Manager of the fund
since January 1999. 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 8/31/99, 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 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 70 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 0.48
....
EQUALS: Total annual operating expenses 1.59
</TABLE>

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $162 $502 $866 $1889
</TABLE>

28 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
-------------------------------------------------------------------------------------------------------------
<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 10.46 10.70 11.91 14.83 13.85
PLUS: Income from investment operations
Net investment income (loss) 0.06 0.01 -- (0.03) (0.08)
Net gains/losses -- realized and
unrealized 0.21 1.24 2.94 (0.81) 3.00
Subtotal: income from investment
operations 0.27 1.25 2.94 (0.84) 2.92
MINUS: Distributions to shareholders
Income dividends 0.03 0.04 0.02 -- --
Capital gain distributions -- -- -- 0.14 0.01
Subtotal: distributions to
shareholders 0.03 0.04 0.02 0.14 0.01
................................................
EQUALS: Share price (NAV) at end of year 10.70 11.91 14.83 13.85 16.76
-------------------------------------------------------------------------------------------------------------
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 1.70 1.61
Gross expenses(1) 2.31 2.28 1.69 1.61 1.59
Expenses(2) -- 1.70 1.70 1.71 1.61
Net investment income (loss) -- actual 0.73 0.24 (0.02) (0.24) (0.43)
-------------------------------------------------------------------------------------------------------------
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 (%) 2.60(3) 11.73(3) 24.71 (5.69) 21.09
Net assets at end of year (in millions of dollars) 26.4 57.0 115.4 125.5 112.5
Portfolio turnover rate (%) 41 45 37 46 94
</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. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.

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

International Fund 29
<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."

30
<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.

Manhattan Fund 31
<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.

32 Neuberger Berman
<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

BEST QUARTER: Q4'98, 27.51% WORST QUARTER: Q3'98, down 21.18% Year-to-date
performance as of 9/30/99: up 1.17%

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
MANHATTAN FUND 16.39 15.84 15.43
Russell Midcap Growth Index 17.86 17.34 17.30
S&P 500 Index 28.52 24.02 19.16
</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.

Manhattan Fund 33
<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 8/31/99, the
management/administration fees paid to Neuberger Berman Management were 0.79% of
average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging 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 0.79
PLUS: Distribution (12b-1) fees None
Other expenses 0.21
....
EQUALS: Total annual operating expenses 1.00
</TABLE>

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $102 $318 $552 $1225
</TABLE>

34 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
-------------------------------------------------------------------------------------------------------------
<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 11.28 13.27 11.94 14.51 9.42
PLUS: Income from investment operations
Net investment income (loss) -- (0.04) (0.03) (0.05) (0.06)
Net gains/losses -- realized and
unrealized 2.70 (0.33) 4.26 (1.20) 3.54
Subtotal: income from investment
operations 2.70 (0.37) 4.23 (1.25) 3.48
MINUS: Distributions to shareholders
Income dividends 0.01 -- -- -- --
Capital gain distributions 0.70 0.96 1.66 3.84 0.83
Subtotal: distributions to
shareholders 0.71 0.96 1.66 3.84 0.83
................................................
EQUALS: Share price (NAV) at end of year 13.27 11.94 14.51 9.42 12.07
-------------------------------------------------------------------------------------------------------------
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 0.98 0.94 1.00
Expenses(1) -- 0.98 0.99 0.95 1.00
Net investment income (loss) -- actual 0.03 (0.27) (0.20) (0.42) (0.50)
-------------------------------------------------------------------------------------------------------------
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 (%) 26.00 (2.91) 38.75 (11.02) 37.40
Net assets at end of year (in millions of dollars) 612.0 516.2 570.4 476.6 566.0
Portfolio turnover rate (%) 44 53 89 90 115
</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) 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.

Manhattan Fund 35
<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."

36
<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.

Millennium Fund 37
<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.

PERFORMANCE -- Because the fund is in its first calendar year of operations,
performance charts are not included.

38 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 investment management services, the fund pays Neuberger Berman Management a
fee at the annual rate of 0.85% of the first $250 million of average net assets,
0.80% of the next $250 million, 0.75% of the next $250 million, 0.70% of the
next $250 million and 0.65% of the average daily net assets in excess of
$1 billion.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging 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 1.02
....
EQUALS: Total annual operating expenses 2.13
</TABLE>

* NEUBERGER BERMAN MANAGEMENT REIMBURSES CERTAIN EXPENSES OF THE FUND SO THAT
THE TOTAL ANNUAL OPERATING EXPENSES OF THE FUND ARE LIMITED TO 1.75% OF
AVERAGE NET ASSETS. THIS ARRANGEMENT CAN BE TERMINATED UPON SIXTY DAYS'
NOTICE TO THE FUND. IN ADDITION, THE ARRANGEMENT DOES NOT COVER INTEREST,
TAXES, BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES. THE FUND HAS AGREED
TO REPAY NEUBERGER BERMAN MANAGEMENT THROUGH 12/31/00 FOR EXPENSES REIMBURSED
TO THE FUND THROUGH 12/31/99 PROVIDED THAT REPAYMENT DOES NOT CAUSE THE
FUND'S ANNUAL OPERATING EXPENSES TO EXCEED 1.75% OF ITS AVERAGE NET ASSETS.
THE TABLE INCLUDES COSTS PAID BY THE FUND AND ITS SHARE OF MASTER PORTFOLIO
COSTS. FOR MORE INFORMATION ON MASTER/FEEDER FUNDS, SEE "FUND STRUCTURE" ON
PAGE 71.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses** $216 $667 $1144 $2462
</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
$178, $551, $949, AND $2,062 RESPECTIVELY.

Millennium Fund 39
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<S> <C> <C>
Year Ended August 31, 1999(1)
-------------------------------------------------------------------------------------------------------
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 (0.10)
Net gains/losses -- realized and unrealized 9.59
Subtotal: income from investment operations 9.49
.................
EQUALS: Share price (NAV) at end of period 19.49
-------------------------------------------------------------------------------------------------------
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)
Gross expenses(3) 2.13(2)
Expenses(4) 1.76(2)
Net investment loss -- actual (1.23)(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 (%) 94.90(5)(6)
Net assets at end of period (in millions of dollars) 66.4
Portfolio turnover rate (%) 208
</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. 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.

40 Neuberger Berman
<PAGE>
[PHOTO]

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

<TABLE>
<C> <S>
Ticker Symbol: NPRTX ABOVE: PORTFOLIO MANAGERS ROBERT I. GENDELMAN AND 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."

41
<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 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 managers look 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 managers 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 managers'
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.

42 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.

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 43
<PAGE>
PERFORMANCE
------------------------------------------------------------

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

BEST QUARTER: Q4'98, up 16.37% WORST QUARTER: Q3'98, down 14.73% Year-to-date
performance as of 9/30/99: down 1.22%

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
------------------------------------------------------------
<S> <C> <C> <C>
PARTNERS FUND 6.28 18.17 16.22
S&P 500 Index 28.52 24.02 19.16
Russell 1000 Value Index 15.63 20.86 17.38
</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.

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

MANAGEMENT
ROBERT I. GENDELMAN AND S. BASU MULLICK are Vice Presidents of Neuberger
Berman Management and Managing Directors of Neuberger Berman, LLC. Gendelman has
been manager of the fund since 1994, and was joined by Mullick in 1998.
Gendelman was a portfolio manager at another firm from 1992 to 1993, as was
Mullick 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 8/31/99, 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 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 0.11
....
EQUALS: Total annual operating expenses 0.82
</TABLE>

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $84 $262 $455 $1014
</TABLE>

Partners Fund 45
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
------------------------------------------------------------------------------------------------------------
<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 21.32 23.72 23.88 31.60 22.97
PLUS: Income from investment operations
Net investment income 0.17 0.22 0.19 0.23 0.27
Net gains/losses -- realized and
unrealized 3.94 2.84 10.36 (2.83) 5.59
Subtotal: income from investment
operations 4.11 3.06 10.55 (2.60) 5.86
MINUS: Distributions to shareholders
Income dividends 0.11 0.20 0.22 0.19 --
Capital gain distributions 1.60 2.70 2.61 5.84 2.41
Subtotal: distributions to
shareholders 1.71 2.90 2.83 6.03 2.41
................................................
EQUALS: Share price (NAV) at end of year 23.72 23.88 31.60 22.97 26.42
------------------------------------------------------------------------------------------------------------
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 0.83 0.84 0.81 0.80 0.82
Expenses(1) -- 0.84 0.81 0.80 0.82
Net investment income -- actual 0.83 0.93 0.72 0.78 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 (%) 21.53 13.86 47.11 (10.03) 26.08
Net assets at end of year (in millions of dollars) 1,564.0 1,871.9 3,103.7 2,812.7 2,854.4
Portfolio turnover rate (%) 98 96 77 109 132
</TABLE>

(1) 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.

46 Neuberger Berman
<PAGE>
[PHOTO]

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

<TABLE>
<C> <S>
ABOVE: PORTFOLIO MANAGERS ROBERT I. GENDELMAN AND S. BASU
MULLICK
</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."

47
<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 managers look 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 managers'
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.

48 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 fixed-
income 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

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 -- Because the fund is new it does not have performance to report.

Regency Fund 49
<PAGE>
INVESTOR EXPENSES
------------------------------------------------------------

MANAGEMENT
ROBERT I. GENDELMAN AND S. BASU MULLICK are Vice
Presidents of Neuberger Berman Management and Managing Directors of Neuberger
Berman, LLC. They have co-managed the fund since its inception in 1999.
Gendelman was a portfolio manager at another firm from 1992 to 1993, as was
Mullick 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 investment management services, the fund
will pay Neuberger Berman Management a fee at the annual rate of 0.55% 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 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.

* NEUBERGER BERMAN MANAGEMENT HAS CONTRACTUALLY AGREED TO REIMBURSE CERTAIN
EXPENSES OF THE FUND THROUGH 12/31/02, 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 TABLE INCLUDES
COSTS PAID BY THE FUND AND ITS SHARE OF MASTER PORTFOLIO COSTS. FOR MORE
INFORMATION ON MASTER/FEEDER FUNDS, SEE "FUND STRUCTURE" ON PAGE 71.

** OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

EXPENSE EXAMPLE

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

50 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31, 1999(1)
-------------------------------------------------------------------------------------------------------
<S> <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 income 0.01
Net gains/losses -- realized and unrealized (0.19)
Subtotal: income from investment operations (0.18)
.................
EQUALS: Share price (NAV) at end of period 9.82
-------------------------------------------------------------------------------------------------------
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)
Gross expenses(3) 8.38(2)
Expenses(4) 1.51(2)
Net investment income -- actual 0.66(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 (%) (1.80)(5)(6)
Net assets at end of period (in millions of dollars) 7.9
Portfolio turnover rate (%) 42
</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. 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.

Regency Fund 51
<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."

52
<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.

The fund normally invests at least 65% of its total assets 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 53
<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

54 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.

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

BEST QUARTER: Q4'98, up 20.98% WORST QUARTER: Q3'98, down 14.24% Year-to-date
performance as of 9/30/99: up 0.45%

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98

<TABLE>
<CAPTION>
Since
Inception
1 Year 3/16/94
----------------------------------------------------------
<S> <C> <C>
SOCIALLY RESPONSIVE FUND 15.01 18.67
S&P 500 Index 28.52 25.00
</TABLE>

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

Socially Responsive Fund 55
<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 SAUKAITIS 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; Saukaitis 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 8/31/99, the management/administration
fees paid to Neuberger Berman Management were 0.80% of average net assets.

[ICON] The fund does not charge you any fees for
buying, selling, or exchanging 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 0.80
PLUS: Distribution (12b-1) fees None
Other expenses 0.30
....
EQUALS: Total annual operating expenses 1.10
</TABLE>

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses $112 $350 $606 $1340
</TABLE>

56 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1995 1996 1997 1998 1999
------------------------------------------------------------------------------------------------------------
<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 10.07 11.84 13.88 17.79 16.32
PLUS: Income from investment operations
Net investment income 0.03 0.02 0.03 0.07 0.02
Net gains/losses -- realized and
unrealized 1.76 2.35 4.33 (1.11) 5.94
Subtotal: income from investment
operations 1.79 2.37 4.36 (1.04) 5.96
MINUS: Distributions to shareholders
Income dividends 0.02 0.02 0.03 0.03 0.07
Capital gain distributions -- 0.31 0.42 0.40 0.88
Subtotal: distributions to
shareholders 0.02 0.33 0.45 0.43 0.95
................................................
EQUALS: Share price (NAV) at end of year 11.84 13.88 17.79 16.32 21.33
------------------------------------------------------------------------------------------------------------
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 1.51 1.50 1.48 1.10 1.10
Gross expenses 2.50(1) 1.69(1) 1.20(1) -- --
Expenses(2) -- 1.50 1.49 1.10 1.10
Net investment income -- actual 0.36 0.19 0.23 0.43 0.12
------------------------------------------------------------------------------------------------------------
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 (%) 17.82(3) 20.19(3) 31.96 (6.02) 37.09
Net assets at end of year (in millions of dollars) 8.2 32.9 59.7 82.5 118.9
Portfolio turnover rate (%) 58 53 51 47 53
</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. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.

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

Socially Responsive Fund 57
<PAGE>
YOUR INVESTMENT

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

SHARE PRICE CALCULATIONS
A fund's share price is the total value of its assets minus its liabilities,
divided by the total number of 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 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 Fund imposes a redemption fee on
sales or exchanges of fund shares held 180 days or less. If you own shares of
International Fund, see "Redemption Fee" on page 70 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 received.

58 Neuberger Berman
<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 fund 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.nbfunds.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.

Your Investment 59
<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.

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

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.

60 Neuberger Berman
<PAGE>
------------------------------------------------------------

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.

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

Your Investment 61
<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 66 and 67. See the sidebars on pages 64 and 65 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 68 and 69. See the
sidebars on pages 64 and 65 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.

62 Neuberger Berman
<PAGE>
------------------------------------------------------------

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 Fund or exchange them for shares of another
fund in 180 days or less from purchase, you may be charged a redemption fee. See
page 70. The redemption fee applies only to shares purchased on or after
September 11, 2000.

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.

Your Investment 63
<PAGE>
MAINTAINING YOUR
ACCOUNT CONTINUED
-------------------------------------------------------------------

INVESTMENT PROVIDERS
The fund 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. 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 Fund charges certain shareholders a redemption fee on exchanges of
fund shares held 180 days or less. See "Redemption Fee" on page 70 for more
information.

PLACING ORDERS BY TELEPHONE -- Neuberger Berman fund investors have the option
of placing telephone orders to buy, sell, or exchange shares. On non-retirement
accounts, this option is available to you unless

64 Neuberger Berman
<PAGE>
------------------------------------------------------------

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 64 for more
information.

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

Your Investment 65
<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

-----------------------------------------------------------------------------
CALLING IN YOUR ORDER
(with follow-up payment)

All phone investment orders must be for at least $1,000

The money for your shares must be received within three days after you place
your order, or your order may be cancelled

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

Not available on retirement accounts

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

All investments must be at least $100

66 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 place your order

Follow up with a wire, electronic transfer, or check
(via express delivery)

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

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

Call 800-877-9700 for instructions

Your Investment 67
<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 Fund charges a 2.00% redemption fee on shares redeemed or
exchanged for shares of another fund in 180 days or less. This applies only to
shares purchased on or after September 11, 2000.

68 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.nbfunds.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

Fax it to 212-476-8848

Call 800-877-9700 to make sure your fax arrived and is in order

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

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 69
<PAGE>
REDEMPTION FEE
------------------------------------------------------------

(INTERNATIONAL FUND ONLY)

If you sell your shares of International Fund 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. This fee will be
applied only to those shares purchased on or after September 11, 2000. The fee
is paid to the fund to offset costs associated with short-term trading, such as
portfolio transaction and administrative costs.

The fund uses 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
fund;

- 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.

70 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 "master/feeder" structure.

Rather than investing directly in securities, each fund is a "feeder fund,"
meaning that it invests in a corresponding "master portfolio." The master
portfolio in turn invests in securities, using the strategies described in this
prospectus. In this prospectus we have used the word "fund" to mean a feeder
fund and its master portfolio.

For reasons relating to costs or a change in investment goal, among others, a
feeder fund could switch to another master portfolio or decide to manage its
assets itself.

Your Investment 71
<PAGE>
-------------------------------------------------------------------

72
<PAGE>
NOTES

73
<PAGE>
74
<PAGE>
--------------------------------------------

NOTES

75
<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.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 EQUITY FUNDS

- 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] A1015 08/00 SEC file number: 811-582