NEUBERGER & BERMAN EQUITY ASSETS, 485APOS, 1998-10-23

NEUBERGER & BERMAN EQUITY ASSETS
485APOS, 1998-10-23

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As filed with the Securities and Exchange Commission on October 22, 1998
1933 Act Registration No. 33-82568
1940 Act Registration No. 811-8106

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
-----

Pre-Effective Amendment No. [ ]
----
Post-Effective Amendment No. 12 [ X ]
---- ----
and/or

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

Amendment No. 14 [ X ]
---- ----

(Check appropriate box or boxes)

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

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

Lawrence Zicklin, President
Neuberger Berman Equity Assets
605 Third Avenue, 2nd Floor
New York, New York 10158-0180

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

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:
__ immediately upon filing pursuant to paragraph (b)
__ on __________ pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)(1)
on ________________ pursuant to paragraph (a)(1)

Neuberger Berman Equity Assets is a "master/feeder fund." This
Post-Effective Amendment No. 12 includes a signature page for the master fund,
Equity Managers Trust, and appropriate officers and trustees thereof.

<PAGE>

NEUBERGER BERMAN EQUITY ASSETS

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 12 ON FORM N-1A

This Post-Effective Amendment consists of the following papers and
documents:

Cover Sheet

Contents of Post-Effective Amendment No. 12 on Form N-1A

Cross Reference Sheet

Neuberger Berman Focus Assets
Neuberger Berman Genesis Assets
Neuberger Berman Guardian Assets
Neuberger Berman International Assets
Neuberger Berman Manhattan Assets
Neuberger Berman Partners Assets

Part A - Prospectus

Part B - Statement of Additional Information

Neuberger Berman Socially Responsive Trust

Part A - Prospectus

Part B - Statement of Additional Information

Neuberger Berman Focus Assets
Neuberger Berman Genesis Assets
Neuberger Berman Guardian Assets
Neuberger Berman International Assets
Neuberger Berman Manhattan Assets
Neuberger Berman Partners Assets
Neuberger Berman Socially Responsive Trust

Part C - Other Information

Signature Pages

Exhibits

<PAGE>

NEUBERGER BERMAN EQUITY ASSETS
POST-EFFECTIVE AMENDMENT NO. 12 ON FORM N-1A

Cross Reference Sheet

This cross reference sheet relates to the Prospectus
and Statement of Additional Information for:

NEUBERGER BERMAN FOCUS ASSETS
NEUBERGER BERMAN GENESIS ASSETS
NEUBERGER BERMAN GUARDIAN ASSETS
NEUBERGER BERMAN INTERNATIONAL ASSETS
NEUBERGER BERMAN MANHATTAN ASSETS
NEUBERGER BERMAN PARTNERS ASSETS

FORM N-1A ITEM NO. CAPTION IN PART A PROSPECTUS

<S> <C> <C>
Item 1. Front and Back Cover Pages Front and Back Cover Pages

Item 2. Risk/Return Summary; Investor Expenses; Performance; Main Risks
Investments, Risks, and
Performance

Item 3. Risk/Return Summary; Fee Table Performance; Investor Expenses

Item 4. Investment Objectives, Principal Goal & Strategy; Main Risks
Investment Strategies, and
Related Risks

Item 5. Management's Discussion of Fund Not Applicable
Performance

Item 6. Management, Organization, and Front Cover Page; Management Sidebar
Capital Structure

Item 7. Shareholder Information Your Investment; Buying Shares; Maintaining Your Account;
Privileges and Services; Share Prices

Item 8. Distribution Arrangements Fund Structure Sidebar (under Maintaining Your Account)

Item 9. Financial Highlights Information Financial Highlights

FORM N-1A ITEM NO. CAPTION IN PART B
STATEMENT OF ADDITIONAL INFORMATION

Item 10. Cover Page and Table of Contents Cover Page and Table of Contents

<PAGE>

Item 11. Fund History Information Regarding Organization, Capitalization and
Other Matters

Item 12. Description of the Fund and Its Investment Information; Certain Risk Considerations
Investments and Risks

Item 13. Management of the Fund Trustees and Officers

Item 14. Control Persons and Principal Not Applicable
Holders of Securities

Item 15. Investment Advisory and Other Investment Management and Administration Services;
Services Trustees and Officers; Distribution Arrangements; Reports
To Shareholders; Custodian and Transfer Agent;
Independent Auditors/Accountants

Item 16 Brokerage Allocation and Other Portfolio Transactions
Practices

Item 17. Capital Stock and Other Investment Information; Additional Redemption
Securities Information; Dividends and Other Distributions

Item 18. Purchase, Redemption, and Additional Purchase Information; Additional Exchange
Pricing of Shares Information; Additional Redemption Information;
Distribution Arrangements

Item 19. Taxation of the Fund Dividends and Other Distributions; Additional Tax
Information

Item 20. Underwriters Investment Management and Administration Services;
Distribution Arrangements

Item 21. Calculation of Performance Data Performance Information

Item 22. Financial Statements Financial Statements

</TABLE>

<PAGE>

Cross Reference Sheet

This cross reference sheet relates to the Prospectus
and Statement of Additional Information for:

NEUBERGER BERMAN SOCIALLY RESPONSIVE TRUST
<TABLE>
<CAPTION>

FORM N-1A ITEM NO. CAPTION IN PART A PROSPECTUS

<S> <C> <C>
Item 1. Front and Back Cover Pages Front and Back Cover Page

Item 2. Risk/Return Summary: Investments, Investor Expenses; Performance; Main Risks
Risks, and Performance

Item 3. Risk/Return Summary: Fee Table Performance; Investor Expenses

Item 4. Investment Objectives, Principal Goal & Strategy; Main Risks
Investment Strategies, and Related
Risks

Item 5. Management's Discussion of Fund Not Applicable
Performance

Item 6. Management, Organization, and Front Cover Page; Management Sidebar
Capital Structure

Item 7. Shareholder Information Your Investment; Buying Shares; Maintaining Your
Account; Privileges and Services; Share Prices

Item 8. Distribution Arrangements Fund Structure Sidebar (under Maintaining Your Account)

Item 9. Financial Highlights Information Financial Highlights

CAPTION IN PART B
FORM N-1A ITEM NO. STATEMENT OF ADDITIONAL INFORMATION
------------------ -----------------------------------

Item 10. Cover Page and Table of Contents Cover and Table of Contents

Item 11. Fund History Information Regarding Organization, Capitalization and
Other Matters

Item 12. Description of the Fund and Its Investment Information; Certain Risk Considerations
Investments and Risks

Item 13. Management of the Fund Trustees And Officers

Item 14. Control Persons and Principal Not Applicable
Holders of Securities

<PAGE>

Item 15. Investment Advisory and Other Investment Management and Administration Services;
Services Trustees And Officers; Distribution Arrangements;
Reports To Shareholders; Custodian And Transfer Agent;
Independent Auditors/Accountants

Item 16. Brokerage Allocation and Other Portfolio Transactions
Practices

Item 17. Capital Stock and Other Securities Investment Information; Additional Redemption
Information; Dividends and Other Distributions

Item 18. Purchase, Redemption, and Pricing Additional Purchase Information; Additional Exchange
of Shares Information; Additional Redemption Information;
Distribution Arrangements

Item 19. Taxation of the Fund Dividends and Other Distributions; Additional Tax
Information

Item 20. Underwriters Investment Management and Administration Services;
Distribution Arrangements

Item 21. Calculation of Performance Data Performance Information

Item 22. Financial Statements Financial Statements

</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Post-Effective Amendment No.
12.

<PAGE>

<PAGE>
[PHOTO OF CHESS PIECES] NEUBERGER BERMAN

NEUBERGER BERMAN
EQUITY ASSETS-REGISTERED TRADEMARK-
- --------------------------------------------------------------------------------
PROSPECTUS DECEMBER 21, 1998

The Securities and Exchange Commission does not say
whether any mutual fund is a good or bad investment or
whether the information in any prospectus is accurate or
complete. It is unlawful for anyone to indicate
otherwise.

Focus Assets
Genesis Assets
Guardian Assets
Manhattan Assets
Partners Assets
<PAGE>
CONTENTS

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

PAGE 2 ...... Focus Assets

8 ...... Genesis Assets

14 ...... Guardian Assets

20 ...... Manhattan Assets

26 ...... Partners Assets

YOUR INVESTMENT

32 ...... Maintaining Your Account

34 ...... Share Prices

35 ...... Distributions and Taxes

37 ...... Fund Structure
</TABLE>
<PAGE>
- -------------------------------------------------------------

FUND MANAGEMENT
Each series of Neuberger Berman Equity Assets is managed by Neuberger Berman
Management Inc., in conjunction with Neuberger Berman, LLC, as sub-adviser.
Together, the firms manage more than $49 billion in total assets and continue an
asset management history that began in 1939.

Neuberger Berman's commitment to its asset management approach is reflected in
the more than $125 million the organization's principals, employees and their
families have invested in the Neuberger Berman mutual funds. (All figures as of
9/30/98).

THESE FUNDS:

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

- - HAVE NO CHARGES WHEN YOU BUY OR SELL SHARES

- - 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

- - CARRY CERTAIN RISKS, INCLUDING THE RISK THAT YOU COULD LOSE MONEY IF YOU SELL
FUND SHARES AT A TIME WHEN THEY ARE WORTH LESS THAN WHAT YOU PAID

- - ARE MUTUAL FUNDS, NOT BANK DEPOSITS, AND ARE NOT GUARANTEED OR INSURED

1
<PAGE>
[PHOTO]

NEUBERGER BERMAN
FOCUS ASSETS
- --------------------------------------------------------------------------------

ABOVE: PORTFOLIO MANAGER KENT C. SIMONS

"OUR INVESTMENT APPROACH FOR FOCUS ASSETS 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."

2
<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 allow the potential for performance.

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
before other investors realize their worth.

[ARROW]
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.

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

Focus Assets 3
<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 unusual market 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.

These and other risks are discussed in detail in the Statement of Additional
Information (see back cover).

[DOLLAR SIGNS]
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.

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 any particular size of stock, it takes on
the associated risks. Mid- and small-cap stocks tend to be riskier than
large-cap stocks; over time, however, large-cap stocks may perform better or
less well than mid- and small-cap stocks. At any given time, one size of stock
may be out of favor with investors. If the fund emphasizes that size, it could
perform less well than certain other funds.

4 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 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 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.

[ARROW] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. The fund has been in operation since September 1996.
However, another Neuberger Berman fund, which is not offered in this prospectus
but which invests in the same portfolio of securities, has been in operation
since 1955; in the chart and table below, performance results for periods before
September 1996 are those of the older fund. Because the older fund had lower
expenses, its performance was better than your fund would have realized in the
same period. This information is based on past performance; it's not a
prediction of future results.

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1988 16.47%
89 29.78%
90 -5.92%
91 24.66%
92 21.10%
93 16.33%
94 0.87%
95 36.19%
96 16.10%
97 23.42%
BEST QUARTER: Q2 '97, up 16.84%
WORST QUARTER: Q3 '90, down 9.07%
Year-to-date performance as of 9/30/98: down
16.15%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/97

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- -------------------------------------------------------------------
FOCUS ASSETS 23.42 18.02 17.26
S&P 500 Index 33.32 20.22 18.00
</TABLE>

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

Focus Assets 5
<PAGE>
INVESTOR EXPENSES
- -------------------------------------------------------------

MANAGEMENT
KENT C. SIMONS is a Vice President of Neuberger Berman Management and a
principal 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 8/31/98, the
management/administration fees paid to Neuberger Berman Management were 0.88% of
average net assets.

[DOLLAR SIGNS]
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/administration fees 0.88
PLUS: Distribution (12b-1) fees 0.25
Other expenses 26.98
....
EQUALS: Total annual operating expenses 28.11
MINUS: Expense reimbursement* 26.61
....
EQUALS: Net expenses 1.50
</TABLE>

* NEUBERGER BERMAN MANAGEMENT HAS AGREED TO REIMBURSE CERTAIN EXPENSES OF THE
FUND THROUGH 12/31/99, 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.

EXPENSE EXAMPLE

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

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

** IF NEUBERGER BERMAN MANAGEMENT WAS NOT REIMBURSING EXPENSES AS DESCRIBED IN
THE FOOTNOTE ABOVE, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR
PERIODS WOULD BE $2486, $5868, $7867, AND $9981, RESPECTIVELY.

6 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1997(1) 1998
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the
fund earned (or lost), what it distributed to investors, and how its share price
changed.
Share price (NAV) at beginning of year 10.00 14.34
PLUS: Income from investment operations
Net investment loss (0.05) (0.03)
Net gains/losses -- realized and unrealized 4.39 (2.42)
Subtotal: income from investment operations 4.34 (2.45)
MINUS: Distributions to shareholders
Capital gain distributions -- 0.58
Subtotal: distributions to shareholders -- 0.58
................
EQUALS: Share price (NAV) at end of year 14.34 11.31
- -----------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment loss -- as they actually are
as well as how they would have been if certain expense reimbursement and offset
arrangements had not been in effect.
Net expenses -- actual 1.50(2) 1.50
Gross expenses(3) 76.74(2) 28.01
Expenses(4) 1.50(2) 1.50
Net investment loss -- actual (0.43 (2) (0.36)
- -----------------------------------------------------------------------------------
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(6) (%) 43.40(5) (17.73)
Net assets at end of year (in thousands of dollars) 143.4 475.7
Portfolio turnover rate (%) 63 64
</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) PERIOD FROM 9/4/96 (BEGINNING OF OPERATIONS) TO 8/31/97.

(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) NOT ANNUALIZED.

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

Focus Assets 7
<PAGE>
[PHOTO]

NEUBERGER BERMAN
GENESIS ASSETS
- --------------------------------------------------------------------------------

ABOVE: PORTFOLIO MANAGERS JUDITH M. VALE AND
ROBERT W. D'ALELIO

"WE SEEK OUT SMALL COMPANIES THAT ARE LITTLE-KNOWN AND OFTEN ARE IN LESS
GLAMOROUS INDUSTRIES. FUTURE 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."

8
<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.

[ARROW]
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 industries that they believe will
benefit from market or economic trends.

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

Genesis Assets 9
<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.

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

These and other risks are discussed in detail in the Statement of Additional
Information (see back cover).

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 when the market or the economy is not
robust

- - fall in price or be difficult to sell during market downturns

- - be noticeably affected by the fortunes of a given sector that the managers
decided to focus on

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.

10 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.

[ARROW] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. The fund has been in operation since April 1997.
However, another Neuberger Berman fund, which is not offered in this prospectus
but which invests in the same portfolio of securities, has been in operation
since 1988; in the chart and table below, performance results for periods before
April 1997 are those of the older fund. Because the older fund had lower
expenses, its performance was better than your fund would have realized in the
same period. This information is based on past performance; it's not a
prediction of future results.

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1988
89 17.25%
90 -16.24%
91 41.55%
92 15.62%
93 13.89%
94 -1.82%
95 27.31%
96 29.86%
97 34.74%
BEST QUARTER: Q1 '91, up 25.05%
WORST QUARTER: Q3 '90, down 21.81%
Year-to-date performance as of 9/30/98: down
17.27%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/97

<TABLE>
<CAPTION>
Since
Inception
1 Year 5 Years 9/27/88
<S> <C> <C> <C>
- -------------------------------------------------------------------
GENESIS ASSETS 34.74 20.03 16.56
Russell 2000 Index 22.36 16.40 14.46
</TABLE>

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

Genesis Assets 11
<PAGE>
INVESTOR EXPENSES
- -------------------------------------------------------------

MANAGEMENT
JUDITH M. VALE is a Vice President of Neuberger Berman Management and a
principal of Neuberger Berman, LLC. A senior member of the Small Cap Group since
1992, she has co-managed the fund's assets since 1994.

ROBERT W. D'ALELIO is a Vice President of Neuberger Berman Management. A senior
member of the Small Cap Group since joining the firm in 1996, he has co-managed
the fund's assets since 1997. From 1988 to 1996, he was a senior portfolio
manager at another firm.

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/administration fees 1.11
PLUS: Distribution (12b-1) fees 0.25
Other expenses 1.04
....
EQUALS: Total annual operating expenses 2.40
MINUS: Expense reimbursement* 0.90
....
EQUALS: Net expenses 1.50
</TABLE>

EXPENSE EXAMPLE

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

** IF NEUBERGER BERMAN MANAGEMENT WAS NOT REIMBURSING EXPENSES AS DESCRIBED IN
THE FOOTNOTE ABOVE, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR
PERIODS WOULD BE $243, $748, $1280 AND $2736, RESPECTIVELY.

12 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1997(1) 1998
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund
earned (or lost), what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 10.00 13.21
PLUS: Income from investment operations
Net investment income (loss) (0.01) 0.02
Net gains/losses -- realized and unrealized 3.22 (2.52)
Subtotal: income from investment operations 3.21 (2.50)
MINUS: Distributions to shareholders
Capital gain distributions -- 0.04
Subtotal: distributions to shareholders -- 0.04
........................
EQUALS: Share price (NAV) at end of year 13.21 10.67
- --------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income (loss) -- as they actually are
as well as how they would have been if certain expense reimbursement and/or waiver and
offset arrangements had not been in effect.
Net expenses -- actual 1.50(2) 1.50
Gross expenses(3) 25.91(2) 2.40
Expenses(4) 1.50(2) 1.50
Net investment income (loss) -- actual (0.36)(2) 0.60
- --------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year,
assuming all distributions were reinvested. The turnover rate reflects how actively the fund
bought and sold securities.
Total return(6) (%) 32.10(5) (18.99)
Net assets at end of year (in thousands of dollars) 730.2 24,465.9
Portfolio turnover rate (%) 18 18
</TABLE>

(1) PERIOD FROM 4/2/97 (BEGINNING OF OPERATIONS) TO 8/31/97.

(2) ANNUALIZED.

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

(4) 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.

(5) NOT ANNUALIZED.

(6) WOULD HAVE BEEN LOWER IF NEUBERGER BERMAN MANAGEMENT HAD NOT REIMBURSED
CERTAIN EXPENSES AND/OR WAIVED A PORTION OF THE MANAGEMENT FEE.

Genesis Assets 13
<PAGE>
[PHOTO]

NEUBERGER BERMAN
GUARDIAN ASSETS
- --------------------------------------------------------------------------------

ABOVE: PORTFOLIO MANAGERS ALLAN "RICK" WHITE
AND KEVIN L. RISEN

"WITH GUARDIAN ASSETS WE LOOK FOR ESTABLISHED COMPANIES THAT ARE EITHER 'UNDER A
ROCK' OR 'UNDER A CLOUD' -- MEANING THAT THEY'RE EITHER NOT WELL FOLLOWED ON
WALL STREET OR THEY'RE TEMPORARILY OUT OF FAVOR WITH OTHER INVESTORS. IT'S VERY
MUCH A CONTINUATION OF THE CLASSIC VALUE APPROACH THE FUND HAS USED SINCE ITS
FOUNDING IN 1950."

14
<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.

[ARROW]
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. 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 price-to-earnings ratios

- - consistent earnings

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

Guardian Assets 15
<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.

These and other risks are discussed in detail in the Statement of Additional
Information (see back cover).

At times, large-cap stocks may lag other types of stocks in performance, which
could cause the fund to perform less well than certain other funds. While they
may at times be less risky than small-cap stocks, large-cap stocks may perform
better or less well over time.

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.

16 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.

[ARROW] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. The fund has been in operation since September 1996.
However, another Neuberger Berman fund, which is not offered in this prospectus
but which invests in the same portfolio of securities, has been in operation
since 1950; in the chart and table below, performance results for periods before
September 1996 are those of the older fund. Because the older fund had lower
expenses, its performance was better than your fund would have realized in the
same period. This information is based on past performance; it's not a
prediction of future results.

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1988 28.05%
89 21.50%
90 -4.71%
91 34.33%
92 19.01%
93 14.45%
94 0.60%
95 32.11%
96 17.59%
97 17.10%
BEST QUARTER: Q1 '91, up 17.42%
WORST QUARTER: Q3 '90, down 15.76%
Year-to-date performance as of 9/30/98: down
17.33%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/97

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- -------------------------------------------------------------------
GUARDIAN ASSETS 17.10 15.94 17.38
S&P 500 Index 33.32 20.22 18.00
</TABLE>

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

Guardian Assets 17
<PAGE>
INVESTOR EXPENSES
- -------------------------------------------------------------

MANAGEMENT
KEVIN L. RISEN is a Vice President of Neuberger Berman Management and a
principal of Neuberger Berman, LLC. He 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.

ALLAN R. WHITE III is a Vice President of Neuberger Berman Management. He 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.

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/administration fees 0.84
PLUS: Distribution (12b-1) fees 0.25
Other expenses 0.54
....
EQUALS: Total annual operating expenses 1.63
MINUS: Expense reimbursement* 0.13
....
EQUALS: Net expenses 1.50
</TABLE>

EXPENSE EXAMPLE

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

** IF NEUBERGER BERMAN MANAGEMENT WAS NOT REIMBURSING EXPENSES AS DESCRIBED IN
THE FOOTNOTE ABOVE, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR
PERIODS WOULD BE $166, $514, $887, AND $1933, RESPECTIVELY.

18 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1997(1) 1998
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund
earned (or lost), what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 10.00 13.88
PLUS: Income from investment operations
Net investment income (loss) 0.01 (0.02)
Net gains/losses -- realized and unrealized 3.88 (2.92)
Subtotal: income from investment operations 3.89 (2.94)
MINUS: Distributions to shareholders
Income dividends 0.01 --
Capital gain distributions -- 0.13
Subtotal: distributions to shareholders 0.01 0.13
......................
EQUALS: Share price (NAV) at end of year 13.88 10.81
- ------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment loss -- as they actually are as
well as how they would have been if certain expense reimbursement and offset arrangements
had not been in effect.
Net expenses -- actual 1.50(2) 1.50
Gross expenses(3) 5.65(2) 1.63
Expenses(4) 1.50(2) 1.50
Net investment loss -- actual (0.12)(2) (0.16)
- ------------------------------------------------------------------------------------------
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(6) (%) 38.92(5) (21.34)
Net assets at end of year (in thousands of dollars) 9,307.5 17,548.5
Portfolio turnover rate (%) 50 60
</TABLE>

(1) PERIOD FROM 9/4/96 (BEGINNING OF OPERATIONS) TO 8/31/97.

(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) NOT ANNUALIZED.

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

Guardian Assets 19
<PAGE>
[PHOTO]

NEUBERGER BERMAN
MANHATTAN ASSETS
- --------------------------------------------------------------------------------

ABOVE: PORTFOLIO MANAGERS JENNIFER K. SILVER
AND BROOKE A. COBB

"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."

20
<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.

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

[ARROW]
THE FUND SEEKS GROWTH OF CAPITAL. INCOME IS NOT A CONSIDERATION.

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 and industries.

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 Assets 21
<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.

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

These and other risks are discussed in detail in the Statement of Additional
Information (see back cover).

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 when the market or the economy is not
robust

- - fall in price or be difficult to sell during market downturns

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 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.

22 Neuberger Berman
<PAGE>
PERFORMANCE
- -------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index as well
as a more focused index of mid-cap growth stocks. The fund's performance figures
include all of its expenses; the indices do not include costs of investment.

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.

[ARROW] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. The fund has been in operation since September 1996.
However, Neuberger Berman Management has acted as investment adviser to another
Neuberger Berman fund, which is not offered in this prospectus but which invests
in the same portfolio of securities, since 1979; in the chart and table below,
performance results for periods before September 1996 are those of the older
fund. Because the older fund had lower expenses, its performance was better than
your fund would have realized in the same period. This information is based on
past performance; it's not a prediction of future results.

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1988 18.31%
89 29.09%
90 -8.05%
91 30.89%
92 17.77%
93 10.01%
94 -3.60%
95 31.00%
96 9.60%
97 28.58%
BEST QUARTER: Q1 '91, up 14.75%
WORST QUARTER: Q3 '90, down 15.88%
Year-to-date performance as of 9/30/98: down
8.90%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/97

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- -------------------------------------------------------------------
MANHATTAN ASSETS 28.58 14.38 15.54
Russell Midcap Growth Index 22.54 15.98 16.80
S&P 500 Index 33.32 20.22 18.00
</TABLE>

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

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

Manhattan Assets 23
<PAGE>
INVESTOR EXPENSES
- -------------------------------------------------------------

MANAGEMENT
JENNIFER K. SILVER is a Vice President of Neuberger Berman Management and a
principal 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
1986 to 1997, she was an analyst and a portfolio manager at another firm.

BROOKE A. COBB is a Vice President of Neuberger Berman Management. 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.

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/administration fees 0.93
PLUS: Distribution (12b-1) fees 0.25
Other expenses 41.50
....
EQUALS: Total annual operating expenses 42.68
MINUS: Expense reimbursement* 41.18
....
EQUALS: Net expenses 1.50
</TABLE>

EXPENSE EXAMPLE

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

** IF NEUBERGER BERMAN MANAGEMENT WAS NOT REIMBURSING EXPENSES AS DESCRIBED IN
THE FOOTNOTE ABOVE, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR
PERIODS WOULD BE $3464, $6968, $8329, AND $9112, RESPECTIVELY.

24 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1997(1) 1998
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund
earned (or lost), what it distributed to investors, and how its share price changed.
Share price (NAV) at beginning of year 10.00 13.75
PLUS: Income from investment operations
Net investment loss (0.08) (0.11)
Net gains/losses -- realized and unrealized 3.94 (1.22)
Subtotal: income from investment operations 3.86 (1.33)
MINUS: Distributions to shareholders
Capital gain distributions 0.11 1.66
Subtotal: distributions to shareholders 0.11 1.66
......................
EQUALS: Share price (NAV) at end of year 13.75 10.76
- ------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment loss -- as they actually are as
well as how they would have been if certain expense reimbursement and offset arrangements
had not been in effect.
Net expenses -- actual 1.50(2) 1.50
Gross expenses(3) 77.83(2) 42.53
Expenses(4) 1.50(2) 1.50
Net investment loss -- actual (0.70)(2) (0.98)
- ------------------------------------------------------------------------------------------
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(6) (%) 38.86(5) (11.29)
Net assets at end of year (in thousands of dollars) 138.9 207.9
Portfolio turnover rate (%) 89 90
</TABLE>

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

(1) PERIOD FROM 9/4/96 (BEGINNING OF OPERATIONS) TO 8/31/97.

(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) NOT ANNUALIZED.

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

Manhattan Assets 25
<PAGE>
[PHOTO]

NEUBERGER BERMAN
PARTNERS ASSETS
- --------------------------------------------------------------------------------

ABOVE: PORTFOLIO MANAGERS MICHAEL M. KASSEN,
ROBERT I. GENDELMAN AND S. BASU MULLICK

"OUR MANAGEMENT APPROACH FOCUSES ON FINDING UNDERVALUED COMPANIES. IN
PARTICULAR, WE LOOK FOR 'FALLEN ANGELS' -- GROWTH STOCKS WHOSE PRICES HAVE HIT
NEW LOWS. AT THE SAME TIME, WE TEND TO BE DISCIPLINED IN MAKING SELL DECISIONS.
WE WOULD RATHER SELL EARLY THAN SELL TOO LATE."

26
<PAGE>
GOAL & STRATEGY
- -------------------------------------------------------------

MID- AND LARGE-
CAP STOCKS
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.

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.

[ARROW]
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

- - consistent cash flow

- - a sound track 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.

Partners Assets 27
<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.

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

These and other risks are discussed in detail in the Statement of Additional
Information (see back cover).

To the extent that the fund emphasizes mid- or large-cap stocks, it takes on the
associated risks. Mid-cap stocks tend to be somewhat riskier than large-cap
stocks; over time, however, large-cap stocks may perform better or less well
than mid-cap stocks. At any given time, one or both groups of stocks may be out
of favor with investors. If the fund emphasizes either group of stocks, its
performance could suffer.

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.

28 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.

[ARROW] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. The fund has been in operation since August 1996.
However, Neuberger Berman Management has acted as investment adviser to another
Neuberger Berman fund, which is not offered in this prospectus but which invests
in the same portfolio of securities, since 1975; in the chart and table below,
performance results for periods before August 1996 are those of the older fund.
Because the older fund had lower expenses, its performance was better than your
fund would have realized in the same period. This information is based on past
performance; it's not a prediction of future results.

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1988 15.46%
89 22.78%
90 -5.11%
91 22.36%
92 17.52%
93 16.46%
94 -1.89%
95 35.21%
96 26.27%
97 28.44%
BEST QUARTER: Q2 '97, up 13.90%
WORST QUARTER: Q3 '90, down 9.61%
Year-to-date performance as of 9/30/98: down
9.11%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/97

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- -------------------------------------------------------------------
PARTNERS ASSETS 28.44 20.16 17.10
S&P 500 Index 33.32 20.22 18.00
</TABLE>

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

Partners Assets 29
<PAGE>
INVESTOR EXPENSES
- -------------------------------------------------------------

MANAGEMENT
MICHAEL M. KASSEN, ROBERT I. GENDELMAN AND S. BASU MULLICK are Vice Presidents
of Neuberger Berman Management. Kassen and Gendelman are principals of Neuberger
Berman, LLC. Kassen has been manager of the fund since 1990, and was joined by
Gendelman in 1994 and Mullick in 1998. Gendelman was a portfolio manager at
another firm from 1992 to 1993, as was Mullick from 1993 to 1998.

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/administration fees 0.85
PLUS: Distribution (12b-1) fees 0.25
Other expenses 0.46
....
EQUALS: Total annual operating expenses 1.56
MINUS: Expense reimbursement* 0.06
....
EQUALS: Net expenses 1.50
</TABLE>

EXPENSE EXAMPLE

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

** IF NEUBERGER BERMAN MANAGEMENT WAS NOT REIMBURSING EXPENSES AS DESCRIBED IN
THE FOOTNOTE ABOVE, YOUR COSTS FOR THE ONE-, THREE-, FIVE- AND TEN-YEAR
PERIODS WOULD BE $159, $493, $850, AND $1856, RESPECTIVELY.

30 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1996(1) 1997 1998
<S> <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 10.00 9.91 14.42
PLUS: Income from investment operations
Net investment income -- 0.01 0.01
Net gains/losses -- realized and unrealized (0.09) 4.56 (1.51)
Subtotal: income from investment operations (0.09) 4.57 (1.50)
MINUS: Distributions to shareholders
Income dividends -- 0.01 0.01
Capital gain distributions -- 0.05 0.32
Subtotal: distributions to shareholders -- 0.06 0.33
................................
EQUALS: Share price (NAV) at end of year 9.91 14.42 12.59
- ----------------------------------------------------------------------------------------------------
RATIOS (% of average net assets)
The ratios show the fund's expenses and net investment income -- as they actually are as well as how
they would have been if certain expense reimbursement and offset arrangements had not been in
effect.
Net expenses -- actual 1.50(2) 1.50 1.50
Gross expenses(3) 11,685.89(2) 8.74 1.56
Expenses(4) 1.50(2) 1.50 1.50
Net investment income -- actual 2.38(2) 0.08 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(6) (%) (0.90)(5) 46.26 (10.69)
Net assets at end of year (in thousands of dollars) 103.5 5,819.2 29,278.5
Portfolio turnover rate (%) 96 77 109
</TABLE>

(1) PERIOD FROM 8/19/96 (BEGINNING OF OPERATIONS) TO 8/31/96.

(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) NOT ANNUALIZED.

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

Partners Assets 31
<PAGE>
YOUR INVESTMENT

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

YOUR INVESTMENT PROVIDER
The fund shares described in this prospectus are available through 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, most of the information you'll need for
managing your investment will come from your investment provider. This includes
information on how to buy and sell shares, investor services, and additional
policies.

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

To buy or sell shares of any of the funds described in this prospectus, contact
your investment provider. All investments must be made in U.S. dollars, and
investment checks must be drawn on a U.S. bank. The funds do not issue
certificates for shares.

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

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

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

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

32 Neuberger Berman
<PAGE>
- -------------------------------------------------------------

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 makes a distribution. 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.

If you're investing in a tax-advantaged account, you don't need to worry; there
are no tax consequences to you in this case.

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

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

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

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

DISTRIBUTION FEES -- The funds have adopted a plan under which each fund pays
0.25% of its average net assets every year to support share distribution and
shareholder servicing. These fees increase the cost of investing in the funds.
Over the long term, they could result in higher overall costs than other types
of sales charges.

Your Investment 33
<PAGE>
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 derived
through 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. Similarly, because these
funds charge no fees for selling shares, they pay you the full share price when
you sell shares. Remember that your investment provider may charge fees for its
services.

The funds are open for business every day the New York Stock Exchange is open.
In general, every buy or sell order you place will go through at the next share
price to be calculated after your order has been accepted; check with your
investment provider to find out by what time your order must be received in
order to be processed the same day. Each fund calculates its share price as of
the end of regular trading on business days, usually 4:00 p.m. eastern time.
Depending on when your investment provider accepts orders, it's possible that
the fund's share price could change on days when you are unable to buy or sell
shares.

Also, because foreign markets may be open on days when U.S. markets are closed,
the value of foreign securities owned by a fund could change on days when you
can't buy or sell fund shares. The fund's share price, however, will not change
until the next time it is calculated.

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

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, whether you
owe alternative minimum tax, and other issues.

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

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

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

Consult your investment provider about whether your income and capital gains
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,
all fund distributions you receive are generally taxable to you, regardless of
whether you take them in cash or reinvest them. For an account under a Roth IRA,
distributions may be tax-free. For other individual retirement accounts and
qualified retirement plans, taxes are deferred.

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) will help clarify this for you.

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

Your Investment 35
<PAGE>
DISTRIBUTIONS
AND TAXES CONTINUED
- -------------------------------------------------------------------

EURO AND YEAR 2000
ISSUES
Like other mutual funds, the funds could be affected by problems relating to the
conversion of European currencies into the Euro beginning 1/1/99, and the
ability of computer systems to recognize the year 2000.

At Neuberger Berman, we are taking steps to ensure that our own computer systems
are compliant with Euro and Year 2000 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 either issue.

At the same time, it is impossible to know whether these problems, which could
disrupt fund operations and investments if uncorrected, have been adequately
addressed until the dates in question arrive.

HOW TRANSACTIONS ARE TAXED -- When you sell fund shares, you generally realize a
gain or loss. These transactions, which include exchanges between funds, usually
have tax implications. The exception, once again, is tax-advantaged retirement
accounts.

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

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

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. One potential benefit of this structure is lower costs, since the
expenses of the master portfolio can be shared with any other feeder funds.

In this prospectus we have used the word "fund" to mean a feeder fund and its
master portfolio. Costs for a feeder fund include its own costs and its share of
master portfolio costs.

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. No fund in this prospectus is currently contemplating such a
move.

Your Investment 37
<PAGE>
- -------------------------------------------------------------

[PHOTO]

OBTAINING INFORMATION
You can obtain a share-
holder report, SAI, and other information from your investment provider, or
from:

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

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

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

SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549-6009
800-SEC-0330 (Public
Reference Section)

Web site:
www.sec.gov

You can request copies of documents from the SEC for the cost of a duplicating
fee, or view documents at the SEC's Public Reference Room in Washington.

SEC file number: 811-8106

NBEAPR001298

NEUBERGER BERMAN EQUITY ASSETS

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 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]
605 Third Avenue
New York, NY 10158-0180

<PAGE>
[PHOTO OF CHESS PIECES] NEUBERGER BERMAN

NEUBERGER BERMAN
EQUITY TRUSTS
- --------------------------------------------------------------------------------
PROSPECTUS DECEMBER 21, 1998

Focus Trust
Genesis Trust
Guardian Trust
International Trust
Manhattan Trust
Millennium Trust
Partners Trust
Socially Responsive Trust
<PAGE>
CONTENTS

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

PAGE 2 ...... Focus Trust

8 ...... Genesis Trust

14 ...... Guardian Trust

20 ...... International Trust

26 ...... Manhattan Trust

32 ...... Millennium Trust

36 ...... Partners Trust

42 ...... Socially Responsive Trust

YOUR INVESTMENT

48 ...... Maintaining Your Account

50 ...... Share Prices

51 ...... Distributions and Taxes

53 ...... Fund Structure
</TABLE>
<PAGE>
- -------------------------------------------------------------

FUND MANAGEMENT
All of the Neuberger Berman Equity Trusts are managed by Neuberger Berman
Management Inc., in conjunction with Neuberger Berman, LLC, as sub-adviser.
Together, the firms manage more than $49 billion in total assets and continue an
asset management history that began in 1939.

THESE FUNDS:

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

- - HAVE NO CHARGES WHEN YOU BUY OR SELL SHARES, AND HAVE NO DISTRIBUTION (12b-1)
FEES

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

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

- - CARRY CERTAIN RISKS, INCLUDING THE RISK THAT YOU COULD LOSE MONEY IF YOU SELL
FUND SHARES AT A TIME WHEN THEY ARE WORTH LESS THAN WHAT YOU PAID

- - ARE MUTUAL FUNDS, NOT BANK DEPOSITS, AND ARE NOT GUARANTEED OR INSURED

1
<PAGE>
[PHOTO]

NEUBERGER BERMAN
FOCUS TRUST
- --------------------------------------------------------------------------------

Ticker Symbol: NBFCX ABOVE: PORTFOLIO MANAGER KENT C. SIMONS

"OUR INVESTMENT APPROACH FOR FOCUS TRUST 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."

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

[ARROW]
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

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

Focus Trust 3
<PAGE>
MAIN RISKS
- -------------------------------------------------------------

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

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

These and other risks are discussed in detail in the Statement of Additional
Information (see back cover).

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

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

[ARROW] The bar chart below shows how
performance has varied from year to year. The table below the chart shows what
the returns would equal if you averaged out actual performance over
various lengths of time. The fund has been in operation since August 1993.
However, another Neuberger Berman fund, which is not offered in this prospectus
but which invests in the same portfolio of securities, has been in operation
since 1955; in the chart and table below, performance results for periods before
August 1993 are those of the older fund. Because the older fund had slightly
lower expenses, its performance was slightly better than your fund would have
realized in the same period. This information is based on past performance; it's
not a prediction of future results.

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
1988 16.47%
89 29.78%
90 -5.92%
91 24.66%
92 21.10%
93 19.60%
94 0.93%
95 36.03%
96 16.29%
97 24.15%
BEST QUARTER: Q2 '97, up 16.90%
WORST QUARTER: Q3 '90, down 9.07%
Year-to-date performance as of 9/30/98: down
15.87%
</TABLE>

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/97

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
- -------------------------------------------------------------------

FOCUS TRUST 24.15 18.84 17.67
S&P 500 Index 33.32 20.22 18.00
</TABLE>

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

Focus Trust 5
<PAGE>
INVESTOR EXPENSES
- -------------------------------------------------------------

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

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/administration fees 0.88
PLUS: Distribution (12b-1) fees None
Other expenses 0.09
....
EQUALS: Total annual operating expenses 0.97
</TABLE>

* NEUBERGER BERMAN MANAGEMENT REIMBURSES CERTAIN EXPENSES OF THE FUND SO THAT
ITS TOTAL ANNUAL OPERATING EXPENSES ARE NOT MORE THAN 0.10% ABOVE THOSE OF
ANOTHER NEUBERGER BERMAN FUND THAT INVESTS IN THE SAME PORTFOLIO OF
SECURITIES. THIS ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE
COMMISSIONS, AND EXTRAORDINARY EXPENSES. UNDER THIS ARRANGEMENT, WHICH
NEUBERGER BERMAN MANAGEMENT CAN TERMINATE UPON SIXTY DAYS' NOTICE TO THE FUND,
TOTAL ANNUAL OPERATING EXPENSES OF THE FUND LAST YEAR WERE LIMITED TO 0.94% OF
THE FUND'S AVERAGE NET ASSETS. ACTUAL EXPENSES THIS YEAR MAY BE HIGHER OR
LOWER.

EXPENSE EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
- -----------------------------------------------------------
Expenses** $99 $309 $536 $1190
</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
$96, $300, $520, AND $1155, RESPECTIVELY.

6 Neuberger Berman
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended August 31, 1994 1995 1996 1997 1998
<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 10.03 11.36 14.41 14.83 21.27
PLUS: Income from investment operations
Net investment income 0.05 0.05 0.06 0.01 0.03
Net gains/losses -- realized and unrealized 1.31 3.05 0.46 6.49 (3.66)
Subtotal: income from investment operations 1.36 3.10 0.52 6.50 (3.63)
MINUS: Distributions to shareholders
Income dividends 0.02 0.05 0.02 0.06 0.01
Capital gain distributions 0.01 -- 0.08 -- 0.49
Subtotal: distributions to shareholders 0.03 0.05 0.10 0.06 0.50
...........................................
EQUALS: Share price (NAV) at end of year 11.36 14.41 14.83 21.27 17.14
- --------------------------------------------------------------------------------------------------------------
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 0.85 0.96 0.99 0.96 0.94
Gross expenses(1) 2.50 2.50 1.27 1.06 0.97
Expenses(2) -- -- 0.99 0.96 0.94
Net investment income -- actual 0.92 0.67 0.63 0.11 0.17
- --------------------------------------------------------------------------------------------------------------
OTHER DATA
Total return shows how an investment in the fund would have performed over each year, assuming all
distributions were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
Total return(3) (%) 13.58 27.44 3.62 43.93 (17.45)
Net assets at end of year (in millions of dollars) 1.6 14.5 55.6 160.9 193.2
Portfolio turnover rate (%) 52 36 39 63 64
</TABLE>

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

Focus Trust 7
<PAGE>
[PHOTO]

NEUBERGER BERMAN
GENESIS TRUST
- --------------------------------------------------------------------------------

Ticker Symbol: NBGEX ABOVE: PORTFOLIO MANAGERS JUDITH M. VALE AND
ROBERT W. D'ALELIO

8
<PAGE>
GOAL & STRATEGY
- -------------------------------------------------------------

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 before
other investors realize their worth.

[ARROW]
THE FUND SEEKS GROWTH OF CAPITAL.

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

- - above-average returns

- - an established market niche

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

- - the ability to finance their own growth

- - sound future business prospects

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

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

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

Genesis Trust 9
<PAGE>
MAIN RISKS
- -------------------------------------------------------------