NEUBERGER & BERMAN EQUITY ASSETS
                 Supplement to the Prospectus dated February 13, 1996

     The  third  paragraph under  the heading  "Management and  Administration -
     Investment Manager, Administrator,  Distributor, and Sub-Adviser" on  pages
     23-24 is amended to read as follows:

              Neuberger  &  Berman  FOCUS   Portfolio  and  Neuberger  &  Berman
     GUARDIAN  Portfolio -  Kent C.  Simons,  Lawrence Marx  III,  and Kevin  L.
     Risen.   Mr. Simons and Mr. Marx  are Vice Presidents of N&B Management and
     general partners of Neuberger & Berman.  Mr. Simons has  had responsibility
     for  Neuberger  & Berman  FOCUS  Portfolio  and  Neuberger  & Berman  FOCUS
     Assets' Sister  Fund's predecessor since  1988, and for  Neuberger & Berman
     GUARDIAN Portfolio and  Neuberger &  Berman GUARDIAN Assets'  Sister Fund's
     predecessor since  1983.   Mr. Marx  has had  those responsibilities  since
     1988  and Mr. Risen  has had those responsibilities  since 1996.  Mr. Risen
     has been an Assistant  Vice President of N&B Management since May  1996 and
     has been a  portfolio manager for  Neuberger & Berman since  1995.  He  was
     previously  a research  analyst at Neuberger  & Berman  from 1992  to 1995;
     from  1990  to  1992,  he was  a  research  analyst  at  another  prominent
     financial services firm.


                               The date of this supplement is August 15, 1996.







                           NEUBERGER & BERMAN EQUITY ASSETS
               Supplement to the Statement of Additional Information 
                               dated February 13, 1996


     The following is  added as a final paragraph  under the heading "Investment
     Management and Administration Services - Investment Companies Managed":

              The Portfolios are subject  to certain limitations imposed  on all
     advisory  clients of Neuberger  & Berman  (including the  Portfolios, Other
     N&B Funds, and other accounts) and personnel of  Neuberger & Berman and its
     affiliates.  These  include, for  example, limits  that may  be imposed  in
     certain industries or  by certain companies,  and policies  of Neuberger  &
     Berman  that   limit  the  aggregate  purchases,   by  all  accounts  under
     management, of the outstanding shares of public companies.

                      The date of this supplement is August 15, 1996.