NEUBERGER BERMAN EQUITY ASSETS
497, 1999-05-19
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NEUBERGER BERMAN
EQUITY ASSETS

      SUPPLEMENT TO THE PROSPECTUS DATED DECEMBER 30, 1998


NEUBERGER  BERMAN  GENESIS,   MANHATTAN  AND  PARTNERS  ASSETS:   the  following
disclosure is added to the sidebars  entitled  "Other Risks" on pages 10, 22 and
28 of the Prospectus:

In using  certain  derivatives  to gain stock  market  exposure  for excess cash
holdings, the fund increases its risk of loss.




This Supplement is dated May 26, 1999.


<PAGE>



NEUBERGER BERMAN
EQUITY ASSETS


SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 30, 1998

I. The final  paragraph  in the section  "Investment  Information  -  Investment
Policies and Limitations" is revised to read as follows:

      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  following  additional  changes  apply to the  Statement  of  Additional
Information:

      Effective April 28, 1999, each Portfolio may purchase and sell stock index
futures  contracts,  and  purchase and sell put and call  options  thereon,  for
purposes of managing cash flow. The managers may use such futures and options to
increase each Portfolio's exposure to the performance of a recognized securities
index,  such as the S&P 500 Index.  Therefore,  the  disclosure  regarding  such
futures and options in the sections  "Futures  Contracts  and Options  Thereon,"
"Put and  Call  Options  on  Securities  Indices,"  "General  Information  about
Securities  Options" and "Regulatory  Limitations on Using Hedging  Instruments"
under the  heading  "Futures,  Options on  Futures,  Options on  Securities  and
Indices,  Forward Contracts,  and Options on Foreign  Currencies  (collectively,
`Hedging Instruments')" applies to all of the Portfolios.

      In addition,  each  Portfolio  now may invest,  at times,  in  instruments
structured as  investment  companies to gain  exposure to the  performance  of a
recognized securities   index, such as the S&P 500 Index, or another appropriate
index.  Therefore,  the  disclosure  regarding  such  investments in the section
"Other Investment Companies" applies to all the Portfolios.


<PAGE>



III.  The  following   discussion  is  added  to  the  Statement  of  Additional
Information:

AS THE  FOLLOWING  CHART  SHOWS,  MARKETS  HAVE  TENDED  TO MOVE IN  CYCLES  AND
EXTREMES,  WHETHER IT'S BETWEEN ASSET CLASSES,  CAPITALIZATION  RANGES OR EQUITY
STYLES. RECENT EVIDENCE SUGGESTS THAT VALUE STOCKS, PARTICULARLY IN THE MID- AND
SMALL-CAP  SECTORS,  ARE ATTRACTIVELY  PRICED.  WHILE IT'S IMPOSSIBLE TO PREDICT
WHEN MARKET CYCLES WILL CHANGE, IN NEUBERGER BERMAN'S OPINION,  THESE SECURITIES
NOW PRESENT GOOD BUYING OPPORTUNITIES.


HISTORICAL PERFORMANCE CYCLES CHART A:

Russell Mid-Cap Value Index vs. S&P 500 Index 1986-1998

x-axis: Year

y-axis: Performance Spread

           Russell Midcap   S&P 500     Difference
             Value
1986          17.87          18.21           -0.34
1987          -2.19           5.17           -7.36
1988          24.61          16.50            8.11
1989          22.70          31.43           -8.73
1990         -16.08          -3.19          -12.89
1991          37.92          30.55            7.37
1992          21.68           7.68           14.00
1993          15.62          10.00            5.62
1994          -2.12           1.33           -3.45
1995          34.93          37.50           -2.57
1996          20.26          23.25           -2.99
1997          34.41          33.38            1.03
1998           5.08          28.76          -23.68


                                   Cumulative Returns
                                  S&P 500    RussMCV
          3 years ending 1988     45.64      43.66
          
          2 years ending 1990     27.60       2.97
          
          3 years ending 1993     54.56      94.03
          
          5 years ending 1998    193.92     124.32
          


Source: Frank Russell, Investment Technologies, Callan Assoc., Neuberger Berman,
LLC Dec. 31, 1985 is the inception date of the Russell Mid-Cap Value Index.


<PAGE>

Footnotes:

*The Russell  MidcapTM  Value Index  measures the  performance  of those Russell
Midcap(TM) Index companies with lower price-to-book  ratios and lower forecasted
growth  values.  The Russell  Midcap Index  measures the  performance of the 800
smallest companies in the Russell 1000(R) Index, which represents  approximately
35% of the total  market  capitalization  of the Russell 1000 Index  (which,  in
turn,   consists  of  the  1,000  largest  U.S.   companies,   based  on  market
capitalization).  The S&P 500 Index is an unmanaged index  generally  considered
representative  of stock market  activity.  Please note that indices do not take
into account any fees and expenses of  investing  in the  individual  securities
that they track and that individuals  cannot invest directly in any index.  Data
about the  performance  of these  indices are  prepared or obtained by Neuberger
Berman  Management  Inc. and include  reinvestment  of all dividends and capital
gain distributions.

Performance data quoted  represents past  performance,  which is no guarantee of
future results.

HISTORICAL PERFORMANCE CYCLES CHART B:

Russell 2000 Index vs. S&P 500 Index 1979-1998

x-axis: Year

y-axis: Performance Spread


<PAGE>


             Russell 2000 S&P 500 Difference
             ------------ ------- ----------
1979                43.09   18.44   24.65
1980                38.58   32.42    6.16
1981                 2.03   -4.91    6.94
1982                24.95   21.58    3.36
1983                29.13   22.43    6.71
1984                -7.30    6.10  -13.41
1985                31.05   31.57   -0.52
1986                 5.68   18.21  -12.53
1987                -8.77    5.17  -13.94
1988                24.89   16.50    8.39
1989                16.24   31.43  -15.19
1990               -19.51   -3.19  -16.31
1991                46.05   30.55   15.50
1992                18.41    7.68   10.73
1993                18.91   10.00    8.91
1994                -1.82    1.33   -3.15
1995                28.44   37.50   -9.06
1996                16.49   23.25   -6.75
1997                22.36   33.38  -11.01
1998                -2.55   28.76  -31.30



                                   Cumulative
                                   Returns
                                   S&P 500  R2000
                                   -------  -----
          5 years ending 1983       122.58  226.44
          
          7 years ending 1990       160.15   36.88
          
          3 years ending 1993        54.56  105.63
          
          5 years ending 1998       193.92   75.23
          

Source: Frank Russell, Investment Technologies, Callan Assoc., Neuberger Berman,
LLC Dec. 31, 1978 is the inception date of the Russell 2000 Index.

Footnotes:

*The Russell 2000(R) Index is an unmanaged index consisting of the securities of
the 2,000  issuers  having the smallest  capitalization  in the Russell  3000(R)
Index,  representing   approximately  11%  of  the  Russell  3000  total  market
capitalization.  The smallest  company's market  capitalization  is roughly $222
million. The Russell 3000(R) Index measures the performance of the 3,000 largest

<PAGE>

U.S.  companies  based on total market  capitalization.  The S&P 500 Index is an
unmanaged index generally  considered  representative  of stock market activity.
Please  note that  indices do not take into  account  any fees and  expenses  of
investing  in the  individual  securities  that they track and that  individuals
cannot invest directly in any index. Data about the performance of these indices
are  prepared  or obtained  by  Neuberger  Berman  Management  Inc.  and include
reinvestment of all dividends and capital gain distributions.

Performance data quoted  represents past  performance,  which is no guarantee of
future results.








This Supplement is dated May 26, 1999.




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