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Supplement to the Prospectus dated February 13, 1996
 
  The table on page 4 is amended to read as follows:
 
      MANHATTAN ASSETS
 
      INVESTMENT  STYLE:  Broadly  diversified,  small-,  medium-  and large-cap
growth fund.
 
  The second and third paragraphs under the heading "Neuberger& Berman MANHATTAN
Portfolio" on pages 10-11 are amended to read as follows:
 
      Neuberger&Berman MANHATTAN Portfolio  generally invests  in securities  of
      small-,  medium-, and large-capitalization companies  believed to have the
      maximum potential for long-term capital appreciation. It does not seek  to
      invest  in securities that pay dividends  or interest, and any such income
      is incidental.
 
      The Portfolio uses a "growth  at a reasonable price" investment  approach.
      When  N&B  Management  believes that  particular  securities  have greater
      potential for long-term capital  appreciation, the Portfolio may  purchase
      such  securities at prices with relatively higher multiples to measures of
      economic value (such as earnings or cash flow) than other Portfolios.  The
      Portfolio  focuses on companies with  strong balance sheets and reasonable
      valuations relative  to  their  growth  rates.  It  also  diversifies  its
      investments among many companies and industries.
 
      The Portfolio's growth investment program involves greater risks and share
      price volatility than programs that invest in more undervalued securities.
      The Portfolio may invest in

      common  stocks of companies with  small market capitalizations ("small-cap
      companies"). Small-cap company stocks have higher risk and volatility than
      securities of companies  with larger market  capitalizations because  most
      small-cap  company stocks are not as  broadly traded and their prices thus
      may fluctuate more widely and  abruptly. Small-cap company securities  are
      also  less researched and often overlooked  and undervalued in the market.
      Moreover, the Portfolio  does not follow  a policy of  active trading  for
      short-term profits. Accordingly, the Portfolio may be more appropriate for
      investors with a longer-range perspective.
 
  MANAGEMENT AND ADMINISTRATION--Investment Manager, Administrator, Distributor,
and Sub-Adviser
 
  Neuberger&Berman FOCUS Portfolio and Neuberger&Berman GUARDIAN
Portfolio--Effective  December 31, 1996,  Lawrence Marx III  will no longer have
responsibility for  management of  these Portfolios.  Kent C.  Simons and  Kevin
Risen will continue to be responsible for day-to-day management.
 
               The date of this Supplement is December 17, 1996.
 
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