NEUBERGER & BERMAN EQUITY ASSETS
497, 1998-09-30
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NEUBERGER&BERMAN
EQUITY ASSETS

      SUPPLEMENT TO THE PROSPECTUS DATED DECEMBER 15, 1997

I. THE SECTION  "INVESTMENT  PROGRAMS - NEUBERGER&BERMAN  GUARDIAN PORTFOLIO" ON
PAGE 19 OF THE PROSPECTUS IS REVISED BY ADDING THE FOLLOWING PARAGRAPH:

INVESTMENT PROGRAM-NEUBERGER&BERMAN GUARDIAN PORTFOLIO

      For purposes of managing  cash flow,  the Portfolio at times may invest in
financial  instruments,  the  return on which is  intended  to  approximate  the
performance of a recognized securities index, such as the S&P "500" Index. These
may include options and futures on securities indices,  options on such futures,
and instruments structured as investment companies.


II.  THE  FOLLOWING   PARAGRAPHS  ARE  ADDED  TO  THE  SECTION  "DESCRIPTION  OF
INVESTMENTS" ON PAGE 38 OF THE PROSPECTUS:

DESCRIPTION OF INVESTMENTS

      OTHER INVESTMENT COMPANIES.  Neuberger&Berman  GUARDIAN Portfolio at times
may invest in instruments structured as investment companies to gain exposure to
the performance of a recognized  securities  index, such as the S&P "500" Index.
As a shareholder in an investment company, the Portfolio would bear its pro rata
share of that  investment  company's  expenses.  Investment  in other  funds may
involve the payment of  substantial  premiums  above the value of such  issuer's
portfolio  securities.  Neuberger&Berman  GUARDIAN  Portfolio does not intend to
invest in such funds unless,  in the judgment of N&B  Management,  the potential
benefits of such  investment  justify the payment of any  applicable  premium or
sales charge.

      The Portfolio's  investment in such securities is limited to (i) 3% of the
total voting stock of any one  investment  company,  (ii) 5% of the  Portfolio's
total  assets with  respect to any one  investment  company and (iii) 10% of the
Portfolio's total assets in the aggregate.

      GENERAL  RISKS OF  OPTIONS,  FUTURES AND  FORWARD  CONTRACTS.  Neuberger &
Berman GUARDIAN Portfolio may use options and futures on securities indices, and
options on such futures,  to increase its exposure to the broad equity  markets.
Such  contracts  are often  closed out prior to the delivery  date.  The primary
risks in using put and call options,  futures contracts,  and options on futures
contracts  ("Financial   Instruments")  are  (1)  imperfect  correlation  or  no
correlation  between  changes in market  value of the  securities  index and the
prices of the Financial  Instruments;  (2) possible  lack of a liquid  secondary
market for Financial  Instruments and the resulting  inability to close them out
when desired; and (3) the fact that the use of Financial Instruments is a highly
specialized  activity that involves  skills,  techniques,  and risks  (including
price volatility and a high degree of leverage)  different from those associated
with  selection of  portfolio  securities.  When the  Portfolio  uses  Financial
Instruments, it will place cash or appropriate liquid securities in a segregated

<PAGE>




account  or will  "cover"  its  position,  to the extent  required  by SEC staff
policy.  Another risk of Financial  Instruments  is the possible  inability of a
Portfolio  to  purchase  or sell a security  at a time that would  otherwise  be
favorable  for it to do so,  or the  possible  need  for a  Portfolio  to sell a
security at a  disadvantageous  time,  due to its need to  maintain  cover or to
segregate securities in connection with its use of Financial Instruments. Losses
that may arise from certain futures transactions are potentially unlimited.


III. THE  PARAGRAPH  REGARDING  THE  PORTFOLIO  MANAGEMENT  OF  NEUBERGER&BERMAN
PARTNERS  PORTFOLIO IN THE SECTION  "MANAGEMENT AND  ADMINISTRATION - INVESTMENT
MANAGER,  ADMINISTRATOR,  DISTRIBUTOR,  ANd SUB-ADVISER" (PAGE 31) IS REVISED TO
READ AS fOLLOWS:

MANAGEMENT AND ADMINISTRATION

INVESTMENT MANAGER, ADMINISTRATOR, DISTRIBUTOR AND SUB-ADVISER

      Neuberger&Berman  PARTNERS  Portfolio  --  Michael  M.  Kassen,  Robert I.
Gendelman, and S. Basu Mullick are co-managers of the Portfolio. Mr. Kassen, Mr.
Gendelman, and Mr. Mullick are Vice Presidents of N&B Management. Mr. Kassen and
Mr. Gendelman are principals of Neuberger&Berman.  Mr. Kassen, Mr. Gendelman and
Mr. Mullick have had  responsibility  for  Neuberger&Berman  PARTNERS  Portfolio
since June 1990,  October 1994, and October 1998,  respectively.  Mr. Kassen has
been an employee of N&B  Management  since 1990.  Mr.  Gendelman was a portfolio
manager for another  mutual fund  manager from 1992 to 1993.  Mr.  Mullick was a
portfolio manager for a prominent investment adviser from 1993 to 1998.




The date of this Supplement is October 1, 1998.




<PAGE>



NEUBERGER&BERMAN
EQUITY ASSETS


SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 15, 1997


I. THE FINAL  PARAGRAPH  IN THE SECTION  "INVESTMENT  INFORMATION  -  INVESTMENT
POLICIES AND LIMITATIONS" (PAGE 4) IS REVISED TO READ AS FOLLOWS:

      Each  Portfolio  (except   Neuberger&Berman   GUARDIAN  Portfolio)  as  an
operating  policy,  does not intend to invest in futures  contracts  and options
thereon during the coming year. In addition, although the Portfolios do not have
policies limiting their investment in warrants,  no Portfolio  currently intends
to invest in warrants unless acquired in units or attached to securities.

II. THE SECTION HEADING "OPTIONS ON SECURITIES,  FORWARD CONTRACTS,  AND OPTIONS
ON  FOREIGN  CURRENCIES  (COLLECTIVELY,  'HEDGING  INSTRUMENTS')"  (PAGE  15) IS
REVISED TO READ "FUTURES, OPTIONS ON FUTURES, OPTIONS ON SECURITIES AND INDICES,
FORWARD CONTRACTS, AND OPTIONS ON FOREIGN CURRENCIES  (COLLECTIVELY,  'FINANCIAL
INSTRUMENTS') AND IS REVISED BY ADDING THE FOLLOWING:

FUTURES CONTRACTS AND OPTIONS THEREON (NEUBERGER&BERMAN GUARDIAN PORTFOLIO).

      Neuberger&Berman  GUARDIAN  Portfolio  may  purchase  and sell stock index
futures  contracts,  and may purchase and sell options thereon.  For purposes of
managing  cash flow,  the  managers may use such futures and options to increase
the Portfolio's  exposure to the performance of a recognized  securities  index,
such as the S&P "500" Index.

      A "sale" of a futures contract (or a "short" futures position) entails the
assumption  of a contractual  obligation  to deliver the  securities or currency
underlying  the  contract at a specified  price at a specified  future  time.  A
"purchase"  of a futures  contract (or a "long"  futures  position)  entails the
assumption  of a contractual  obligation  to acquire the  securities or currency
underlying the contract at a specified price at a specified future time. Certain
futures,  including  stock and bond  index  futures,  are  settled on a net cash
payment basis rather than by the sale and delivery of the securities  underlying
the futures.

      U.S. futures  contracts  (except certain  currency  futures) are traded on
exchanges that have been designated as "contract  markets" by the CFTC;  futures
transactions  must be executed through a futures  commission  merchant that is a
member of the relevant  contract market.  In both U.S. and foreign  markets,  an
exchange's  affiliated  clearing  organization  guarantees  performance  of  the
contracts between the clearing members of the exchange.

      Although futures  contracts by their terms may require the actual delivery
or  acquisition  of the  underlying  securities  or currency,  in most cases the
contractual  obligation is extinguished by being offset before the expiration of
the contract. A futures position is offset by buying (to offset an earlier sale)

<PAGE>




or selling (to offset an earlier purchase) an identical futures contract calling
for  delivery  in the same  month.  This may  result in a profit or loss.  While
futures  contracts  entered into by the Portfolio  will usually be liquidated in
this  manner,  the  Portfolio  may instead make or take  delivery of  underlying
securities whenever it appears economically advantageous for it to do so.

      "Margin"  with respect to a futures  contract is the amount of assets that
must be  deposited  by the  Portfolio  with,  or for the  benefit  of, a futures
commission  merchant in order to initiate and maintain the  Portfolio's  futures
positions.  The  margin  deposit  made by the  Portfolio  when it enters  into a
futures contract ("initial margin") is intended to assure its performance of the
contract.  If the price of the futures contract changes -- increases in the case
of a short  (sale)  position  or  decreases  in the  case  of a long  (purchase)
position  -- so that the  unrealized  loss on the  contract  causes  the  margin
deposit not to satisfy  margin  requirements,  the Portfolio will be required to
make an additional margin deposit  ("variation  margin").  However, if favorable
price  changes in the futures  contract  cause the margin  deposit to exceed the
required margin, the excess will be paid to the Portfolio. In computing its NAV,
the  Portfolio  marks to market  the value of its open  futures  positions.  The
Portfolio also must make margin deposits with respect to options on futures that
it has  written  (but  not  with  respect  to  options  on  futures  that it has
purchased).  If the futures commission  merchant holding the margin deposit goes
bankrupt,  the Portfolio  could suffer a delay in recovering its funds and could
ultimately suffer a loss.

      An option on a futures  contract gives the purchaser the right,  in return
for the premium  paid,  to assume a position in the contract (a long position if
the option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period.  The writer of the
option is required  upon  exercise to assume a short  futures  position  (if the
option is a call) or a long  futures  position  (if the  option is a put).  Upon
exercise of the option,  the  accumulated  cash balance in the writer's  futures
margin account is delivered to the holder of the option. That balance represents
the  amount  by which the  market  price of the  futures  contract  at  exercise
exceeds,  in the case of a call,  or is less  than,  in the  case of a put,  the
exercise price of the option.  Options on futures have characteristics and risks
similar to those of securities options, as discussed herein.

      Although the  Portfolio  believes that the use of futures  contracts  will
benefit it, if N&B  Management's  judgment  about the general  direction  of the
markets or about  interest  rate or currency  exchange rate trends is incorrect,
the  Portfolio's  overall  return would be lower than if it had not entered into
any such  contracts.  The  prices of  futures  contracts  are  volatile  and are
influenced by, among other things, actual and anticipated changes in interest or
currency  exchange  rates,  which in turn are  affected  by fiscal and  monetary
policies and by national and  international  political and economic  events.  At
best,  the  correlation  between  changes in prices of futures  contracts and of
securities being hedged can be only  approximate due to differences  between the
futures  and  securities  markets  or  differences  between  the  securities  or
currencies  underlying a Portfolio's futures position and the securities held by
or to be  purchased  for the  Portfolio.  The  currency  futures  market  may be
dominated  by  short-term  traders  seeking to profit  from  changes in exchange
rates.  This would reduce the value of such contracts used for hedging  purposes
over a  short-term  period.  Such  distortions  are  generally  minor  and would
diminish as the contract approaches maturity.


<PAGE>




      Because of the low margin deposits  required,  futures trading involves an
extremely  high  degree of  leverage;  as a result,  a  relatively  small  price
movement in a futures contract may result in immediate and substantial  loss, or
gain, to the investor.  Losses that may arise from certain futures  transactions
are potentially unlimited.

      Most U.S.  futures  exchanges limit the amount of fluctuation in the price
of a futures  contract or option  thereon  during a single trading day; once the
daily  limit  has been  reached,  no  trades  may be made on that day at a price
beyond  that  limit.  The daily  limit  governs  only price  movements  during a
particular  trading day,  however;  it thus does not limit potential  losses. In
fact,  it may  increase the risk of loss,  because  prices can move to the daily
limit for several  consecutive  trading days with little or no trading,  thereby
preventing   liquidation  of  unfavorable  futures  and  options  positions  and
subjecting traders to substantial losses. If this were to happen with respect to
a  position  held by the  Portfolio,  it  could  (depending  on the  size of the
position) have an adverse impact on the NAV of the Portfolio.

PUT AND  CALL  OPTIONS  ON  SECURITIES  INDICES  (NEUBERGER&BERMAN  GUARDIAN  
      PORTFOLIO).

For purposes of managing cash flow,  Neuberger & Berman  GUARDIAN  Portfolio may
purchase put and call options on securities  indices to increase the Portfolio's
exposure to the  performance of a recognize  securities  index,  such as the S&P
"500" Index . All  securities  index  options  purchased  by  Neuberger & Berman
GUARDIAN Portfolio will be listed and traded on an exchange.

      The Portfolio may write securities index options to close out positions in
such options that it has purchased.  The Portfolio  currently does not expect to
invest a substantial portion of its assets in securities index options.

      Unlike a securities  option,  which gives the holder the right to purchase
or sell a specified  security at a specified  price,  an option on a  securities
index gives the holder the right to receive a cash "exercise  settlement amount"
equal to (1) the  difference  between the  exercise  price of the option and the
value of the underlying  securities index on the exercise date (2) multiplied by
a fixed "index  multiplier." A securities  index  fluctuates with changes in the
market values of the securities included in the index.  Options on stock indices
are currently traded on the Chicago Board Options  Exchange,  the New York Stock
Exchange  ("NYSE"),  the  American  Stock  Exchange,  and other U.S. and foreign
exchanges.

      The  effectiveness  of hedging  through the purchase of  securities  index
options will depend upon the extent to which price  movements in the  securities
being hedged  correlate with price movements in the selected  securities  index.
Perfect  correlation  is not  possible  because  the  securities  held  or to be
acquired  by the  Portfolio  will  not  exactly  match  the  composition  of the
securities indices on which options are available.

      Securities index options have  characteristics  and risks similar to those
of securities options, as discussed herein.

The date of this Supplement is October 1, 1998.


<PAGE>

NEUBERGER&BERMAN
EQUITY ASSETS

      SUPPLEMENT TO THE PROSPECTUS DATED DECEMBER 15, 1997


I. THE SECTION WHICH PROVIDES A SUMMARY OF THE FEATURES OF  NEUBERGER&BERMAN  
FOCUS ASSETS (PAGE 4) IS ReVISED TO READ AS FOLLOWS:

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


II. THE FOLLOWING DISCLOSURE REGARDING NEUBERGER&BERMAN FOCUS PORTFOLIO IS ADDED
TO PAGE 17 OF THE PROSPECTUS:

INVESTMENT PROGRAMS - NEUBERGER&BERMAN FOCUS PORTFOLIO

      The   Portfolio   may  invest  in  stocks  of   companies  of  any  market
capitalization.  For more information, see "Special Considerations of Small- and
Mid-Cap Company Stocks" on page 20.

III. THE FOLLOWING DISCLOSURE REGARDING  NEUBERGER&BERMAN  GUARDIAN PORTFOLIO IS
ADDED TO PAGE 19 OF THE PROSPECTUS:

INVESTMENT PROGRAMS - NEUBERGER&BERMAN GUARDIAN PORTFOLIO

      For purposes of managing cash flow, Neuberger&Berman GUARDIAN Portfolio at
times may invest in  financial  instruments,  the return on which is intended to
approximate the performance of a recognized  securities  index,  such as the S&P
"500"  Index.  These may  include  options and  futures on  securities  indices,
options on such futures, and instruments structured as investment companies.


<PAGE>




IV. THE PARAGRAPHS REGARDING THE PORTFOLIO MANAGEMENT OF NEUBERGER&BERMAN  FOCUS
PORTFOLIO,  NEUBERGER&BERMAN  GUArDIAN PORTFOLIO, AND NEUBERGER&BERMAN  PARTNERS
PORTFOLIO IN THE SECTION  "MANAgEMENT AND  ADMINISTRATION - INVESTMENT  MANAGER,
ADMINISTRATOR, DISTRIBUTOR, AND SUB-ADVISER" (PAGES 30-31) ARE
REVISED TO READ AS FOLLOWS:

MANAGEMENT AND ADMINISTRATION

INVESTMENT MANAGER, ADMINISTRAToR, DISTRIBUTOR AND SUB-ADVISER

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

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

      Neuberger&Berman  PARTNERS  Portfolio  --  Michael  M.  Kassen,  Robert I.
Gendelman, and S. Basu Mullick are co-managers of the Portfolio. Mr. Kassen, Mr.
Gendelman, and Mr. Mullick are Vice Presidents of N&B Management. Mr. Kassen and
Mr. Gendelman are principals of Neuberger&Berman.  Mr. Kassen, Mr. Gendelman and
Mr. Mullick have had  responsibility  for  Neuberger&Berman  PARTNERS  Portfolio
since June 1990,  October 1994, and October 1998,  respectively.  Mr. Kassen has
been an employee of N&B  Management  since 1990.  Mr.  Gendelman was a portfolio
manager for another  mutual fund  manager from 1992 to 1993.  Mr.  Mullick was a
portfolio manager for a prominent investment adviser from 1993 to 1998.

V.  THE  FOLLOWING   PARAGRAPHS  ARE  ADDED  TO  THE  SECTION   "DESCRIPTION  OF
INVESTMENTS" ON PAGE 38 OF THE PROSPECTUS:

DESCRIPTION OF INVESTMENTS

      OTHER INVESTMENT COMPANIES.  Neuberger&Berman  GUARDIAN Portfolio at times
may invest in instruments structured as investment companies to gain exposure to
the performance of a recognized  securities  index, such as the S&P "500" Index.
As a shareholder in an investment company, the Portfolio would bear its pro rata
share of that  investment  company's  expenses.  Investment  in other  funds may
involve the payment of  substantial  premiums  above the value of such  issuer's
portfolio  securities.  Neuberger&Berman  GUARDIAN  Portfolio does not intend to
invest in such funds unless,  in the judgment of N&B  Management,  the potential
benefits of such  investment  justify the payment of any  applicable  premium or
sales charge.


<PAGE>

      The Portfolio's  investment in such securities is limited to (i) 3% of the
total voting stock of any one  investment  company,  (ii) 5% of the  Portfolio's
total  assets with  respect to any one  investment  company and (iii) 10% of the
Portfolio's total assets in the aggregate.

      GENERAL  RISKS OF  OPTIONS,  FUTURES AND  FORWARD  CONTRACTS.  Neuberger &
Berman GUARDIAN Portfolio may use options and futures on securities indices, and
options on such futures,  to increase its exposure to the broad equity  markets.
Such  contracts  are often  closed out prior to the delivery  date.  The primary
risks in using put and call options,  futures contracts,  and options on futures
contracts  ("Financial   Instruments")  are  (1)  imperfect  correlation  or  no
correlation  between  changes in market  value of the  securities  index and the
prices of the Financial  Instruments;  (2) possible  lack of a liquid  secondary
market for Financial  Instruments and the resulting  inability to close them out
when desired; and (3) the fact that the use of Financial Instruments is a highly
specialized  activity that involves  skills,  techniques,  and risks  (including
price volatility and a high degree of leverage)  different from those associated
with  selection of  portfolio  securities.  When the  Portfolio  uses  Financial
Instruments, it will place cash or appropriate liquid securities in a segregated
account  or will  "cover"  its  position,  to the extent  required  by SEC staff
policy.  Another risk of Financial  Instruments  is the possible  inability of a
Portfolio  to  purchase  or sell a security  at a time that would  otherwise  be
favorable  for it to do so,  or the  possible  need  for a  Portfolio  to sell a
security at a  disadvantageous  time,  due to its need to  maintain  cover or to
segregate securities in connection with its use of Financial Instruments. Losses
that may arise from certain futures transactions are potentially unlimited.




The date of this Supplement is October 1, 1998.


<PAGE>


NEUBERGER&BERMAN
EQUITY ASSETS


SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 15, 1997


I. THE FINAL  PARAGRAPH  IN THE SECTION  "INVESTMENT  INFORMATION  -  INVESTMENT
POLICIES AND LIMITATIONS" (PAGE 4) IS REVISED TO READ AS FOLLOWS:

      Each  Portfolio  (except   Neuberger&Berman   GUARDIAN  Portfolio)  as  an
operating  policy,  does not intend to invest in futures  contracts  and options
thereon during the coming year. In addition, although the Portfolios do not have
policies limiting their investment in warrants,  no Portfolio  currently intends
to invest in warrants unless acquired in units or attached to securities.

II. THE SECTION HEADING "OPTIONS ON SECURITIES,  FORWARD CONTRACTS,  AND OPTIONS
ON  FOREIGN  CURRENCIES  (COLLECTiVELY,  `HEDGING  INSTRUMENTS')"  (PAGE  15) IS
REVISED TO READ "FUTURES, OPTIoNS ON FUTURES, OPTIONS ON SECURITIES AND INDICES,
FORWARD CONTRACTS, aND OPTIONS ON FOREIGN CURRENCIES  (COLLECTIVELY,  `FINANCIAL
INSTRUMENTS') AND IS REVISED BY ADDING THE following:

FUTURES CONTRACTS AND OPTIONS THEREON (NEUBERGER&BERMAN GUARDIAN PORTFOLIO).

      Neuberger&Berman  GUARDIAN  Portfolio  may  purchase  and sell stock index
futures  contracts,  and may purchase and sell options thereon.  For purposes of
managing  cash flow,  the  managers may use such futures and options to increase
the Portfolio's  exposure to the performance of a recognized  securities  index,
such as the S&P "500" Index.

      A "sale" of a futures contract (or a "short" futures position) entails the
assumption  of a contractual  obligation  to deliver the  securities or currency
underlying  the  contract at a specified  price at a specified  future  time.  A
"purchase"  of a futures  contract (or a "long"  futures  position)  entails the
assumption  of a contractual  obligation  to acquire the  securities or currency
underlying the contract at a specified price at a specified future time. Certain
futures,  including  stock and bond  index  futures,  are  settled on a net cash
payment basis rather than by the sale and delivery of the securities  underlying
the futures.

      U.S. futures  contracts  (except certain  currency  futures) are traded on
exchanges that have been designated as "contract  markets" by the CFTC;  futures
transactions  must be executed through a futures  commission  merchant that is a
member of the relevant  contract market.  In both U.S. and foreign  markets,  an
exchange's  affiliated  clearing  organization  guarantees  performance  of  the
contracts between the clearing members of the exchange.

      Although futures  contracts by their terms may require the actual delivery
or  acquisition  of the  underlying  securities  or currency,  in most cases the
contractual  obligation is extinguished by being offset before the expiration of
the contract. A futures position is offset by buying (to offset an earlier sale)

<PAGE>

or selling (to offset an earlier purchase) an identical futures contract calling
for  delivery  in the same  month.  This may  result in a profit or loss.  While
futures  contracts  entered into by the Portfolio  will usually be liquidated in
this  manner,  the  Portfolio  may instead make or take  delivery of  underlying
securities whenever it appears economically advantageous for it to do so.

      "Margin"  with respect to a futures  contract is the amount of assets that
must be  deposited  by the  Portfolio  with,  or for the  benefit  of, a futures
commission  merchant in order to initiate and maintain the  Portfolio's  futures
positions.  The  margin  deposit  made by the  Portfolio  when it enters  into a
futures contract ("initial margin") is intended to assure its performance of the
contract.  If the price of the futures contract changes -- increases in the case
of a short  (sale)  position  or  decreases  in the  case  of a long  (purchase)
position  -- so that the  unrealized  loss on the  contract  causes  the  margin
deposit not to satisfy  margin  requirements,  the Portfolio will be required to
make an additional margin deposit  ("variation  margin").  However, if favorable
price  changes in the futures  contract  cause the margin  deposit to exceed the
required margin, the excess will be paid to the Portfolio. In computing its NAV,
the  Portfolio  marks to market  the value of its open  futures  positions.  The
Portfolio also must make margin deposits with respect to options on futures that
it has  written  (but  not  with  respect  to  options  on  futures  that it has
purchased).  If the futures commission  merchant holding the margin deposit goes
bankrupt,  the Portfolio  could suffer a delay in recovering its funds and could
ultimately suffer a loss.

      An option on a futures  contract gives the purchaser the right,  in return
for the premium  paid,  to assume a position in the contract (a long position if
the option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period.  The writer of the
option is required  upon  exercise to assume a short  futures  position  (if the
option is a call) or a long  futures  position  (if the  option is a put).  Upon
exercise of the option,  the  accumulated  cash balance in the writer's  futures
margin account is delivered to the holder of the option. That balance represents
the  amount  by which the  market  price of the  futures  contract  at  exercise
exceeds,  in the case of a call,  or is less  than,  in the  case of a put,  the
exercise price of the option.  Options on futures have characteristics and risks
similar to those of securities options, as discussed herein.

      Although the  Portfolio  believes that the use of futures  contracts  will
benefit it, if N&B  Management's  judgment  about the general  direction  of the
markets or about  interest  rate or currency  exchange rate trends is incorrect,
the  Portfolio's  overall  return would be lower than if it had not entered into
any such  contracts.  The  prices of  futures  contracts  are  volatile  and are
influenced by, among other things, actual and anticipated changes in interest or
currency  exchange  rates,  which in turn are  affected  by fiscal and  monetary
policies and by national and  international  political and economic  events.  At
best,  the  correlation  between  changes in prices of futures  contracts and of
securities being hedged can be only  approximate due to differences  between the
futures  and  securities  markets  or  differences  between  the  securities  or
currencies  underlying a Portfolio's futures position and the securities held by
or to be  purchased  for the  Portfolio.  The  currency  futures  market  may be
dominated  by  short-term  traders  seeking to profit  from  changes in exchange
rates.  This would reduce the value of such contracts used for hedging  purposes
over a  short-term  period.  Such  distortions  are  generally  minor  and would
diminish as the contract approaches maturity.


<PAGE>

      Because of the low margin deposits  required,  futures trading involves an
extremely  high  degree of  leverage;  as a result,  a  relatively  small  price
movement in a futures contract may result in immediate and substantial  loss, or
gain, to the investor.  Losses that may arise from certain futures  transactions
are potentially unlimited.

      Most U.S.  futures  exchanges limit the amount of fluctuation in the price
of a futures  contract or option  thereon  during a single trading day; once the
daily  limit  has been  reached,  no  trades  may be made on that day at a price
beyond  that  limit.  The daily  limit  governs  only price  movements  during a
particular  trading day,  however;  it thus does not limit potential  losses. In
fact,  it may  increase the risk of loss,  because  prices can move to the daily
limit for several  consecutive  trading days with little or no trading,  thereby
preventing   liquidation  of  unfavorable  futures  and  options  positions  and
subjecting traders to substantial losses. If this were to happen with respect to
a  position  held by the  Portfolio,  it  could  (depending  on the  size of the
position) have an adverse impact on the NAV of the Portfolio.

PUT  AND  CALL  OPTIONS  ON  SECURITIES   INDICES   (NEUBERGER&BERMAN   GUARDIAN
PORTFOLIO).

For purposes of managing cash flow,  Neuberger & Berman  GUARDIAN  Portfolio may
purchase put and call options on securities  indices to increase the Portfolio's
exposure to the  performance of a recognize  securities  index,  such as the S&P
"500" Index . All  securities  index  options  purchased  by  Neuberger & Berman
GUARDIAN Portfolio will be listed and traded on an exchange.

      The Portfolio may write securities index options to close out positions in
such options that it has purchased.  The Portfolio  currently does not expect to
invest a substantial portion of its assets in securities index options.

      Unlike a securities  option,  which gives the holder the right to purchase
or sell a specified  security at a specified  price,  an option on a  securities
index gives the holder the right to receive a cash "exercise  settlement amount"
equal to (1) the  difference  between the  exercise  price of the option and the
value of the underlying  securities index on the exercise date (2) multiplied by
a fixed "index  multiplier." A securities  index  fluctuates with changes in the
market values of the securities included in the index.  Options on stock indices
are currently traded on the Chicago Board Options  Exchange,  the New York Stock
Exchange  ("NYSE"),  the  American  Stock  Exchange,  and other U.S. and foreign
exchanges.

      The  effectiveness  of hedging  through the purchase of  securities  index
options will depend upon the extent to which price  movements in the  securities
being hedged  correlate with price movements in the selected  securities  index.
Perfect  correlation  is not  possible  because  the  securities  held  or to be
acquired  by the  Portfolio  will  not  exactly  match  the  composition  of the
securities indices on which options are available.

     Securities index options have characteristics and risks similar to those of
securities options, as discussed herein.


The date of this Supplement is October 1, 1998.




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