NEUBERGER & BERMAN EQUITY ASSETS
                      Supplement dated September 9, 1997 to
            Statement of Additional Information dated March 31, 1997

                             INVESTMENT INFORMATION

The sections  regarding the  investment  programs and managers of the Portfolios
(pages 6 - 9) are revised to read as follows:

NEUBERGER & BERMAN MANHATTAN PORTFOLIO

         Neuberger  &  Berman   Manhattan   Portfolio's   objective  is  capital
appreciation  without  regard  for  income.  The  Portfolio  differs  from other
Neuberger & Berman Funds(Registered Trademark) because its style is growth. This
means  investing  in sectors  which have been  growing  faster  than the overall
economy and in  companies  which have been  growing  faster  than their  overall
industries.  The Portfolio  managers seek to find stocks of companies  reporting
surprisingly good earnings  compared with consensus  expectations yet stocks the
managers  believe trade at  reasonable  valuations  relative to their  projected
growth rates.  The stocks in the  Portfolio  will have a higher  historic  price
earnings ratio versus the overall market but the portfolio managers believe that
the stocks  will trade at a more  reasonable  valuation  relative  to  projected
earnings.

NEUBERGER & BERMAN GENESIS PORTFOLIO

         The  predecessor  of  Neuberger  & Berman  Genesis  Fund  (which,  like
Neuberger & Berman  Genesis Trust,  invests all of its net investable  assets in
Neuberger & Berman Genesis  Portfolio) was established in 1988. A fund dedicated
primarily to  small-capitalization  stocks (companies with total market value of
outstanding  common  stock  of up to $1.5  billion  at the  time  the  Portfolio
invests),  Neuberger  & Berman  Genesis  Portfolio  is devoted to the same value
principles  as most of the other equity  funds  managed by N&B  Management.  The
Portfolio is comprised of what the portfolio  co-managers  believe are small-cap
stocks with solid earnings today, not just promises for tomorrow.

         Many   people   think  that   small-capitalization   stock   funds  are
predominantly invested in high-risk companies. That is not necessarily the case.
Neuberger  &  Berman  Genesis  Portfolio  looks  for the  same  fundamentals  in
small-capitalization  stocks  as other  Portfolios  look for in stocks of larger
companies.  The portfolio  co-managers stick to the areas they understand.  They
look for the most persistent earnings growth at the lowest multiple,  as well as
for  well-established   companies  with  entrepreneurial  management  and  sound
finances.  Also considered are catalysts to exposing  value,  such as management
changes  and new  product  lines.  Often,  these  are firms  that have  suffered
temporary setbacks or undergone a restructuring.

         Neuberger & Berman Genesis  Portfolio's motto is "boring is beautiful."
Instead  of  investing  in  trendy,   high-priced   stocks  that  tend  to  hurt
shareholders  on the downside,  the  Portfolio  looks for  little-known,  solid,
growing companies whose stocks the managers believe are wonderful bargains.


AN INTERVIEW WITH THE CO-PORTFOLIO MANAGER

         Q: If I already  own a  large-cap  stock  fund,  why  should I consider
investing in a small-cap fund as well?

         A: Look at how fast a sapling  grows  compared  to, say, a mature tree.
Much of the  same can be true  about  companies.  It's  possible  for a  smaller
company to grow 50% faster than an IBM or a Coca-Cola.

         So, many small-cap stocks offer superior growth potential. Consider the
cereal you eat,  the  detergent  you use, the coffee you drink -- and imagine if
you had invested in these products  BEFORE they became  household  names. If you
had invested only in the  blue-chip  companies of the day, you would have missed
out on these opportunities.

         Of course,  we're not  advocating  investing in a portfolio  consisting
only of small-cap  stock funds.  It pays to diversify.  Let's look back about 25
years.  While past  performance  cannot indicate future  performance,  small-cap
stocks outperformed  larger-cap stocks 16 out of the 25 years from 1971 to 1996,
which means larger-cap stocks did better the rest of the time.1/

         Q: Neuberger & Berman Genesis Trust is classified as a "small-cap value
fund." To many people,  "small-cap  value" is an  oxymoron.  Can you clarify the
Portfolio's investment approach?

         A: We  understand  the  confusion.  After all,  a lot of people  equate
"small-cap" with "growth." They also equate "value" with "cheap." At Neuberger &
Berman Genesis Portfolio,  we're 100% behind finding GROWING small-cap companies
- -- what we believe  are highly  profitable  companies  with  solid  records  and
promising  futures.  So where do we part  company  with  managers  who  follow a
"small-cap  growth"  style?  It comes down to how much growth and at what price.
Small-cap  growth  investors  seem willing to pay a premium for vastly  superior
growth.  This results in two  problems:  a) growth tends to be discounted by the
premium  valuations,  and b)  the  growth  expectations  are  so  high  as to be
unsustainable.  We believe  superior yet more stable returns can be purchased at





- ------------------
1/ Results are on a total return basis and include reinvestment of all dividends
and capital gain  distributions.  Small-cap  stocks are represented by the fifth
capitalization  quintile of stocks on the NYSE from 1971 to 1981 and performance
of the  Dimensional  Fund  Advisors  (DFA) Small Company Fund from 1982 to 1996.
Larger-cap  stocks are represented by the S&P "500" Index, an unmanaged group of
stocks.  Please note that  indices do not take into account any fees or expenses
of  investing in the  individual  securities  that they track.  Data about these
indices are prepared or obtained by N&B Management.  The Portfolio may invest in
many securities not included in the  above-described  indices.  Source:  STOCKS,
BONDS,  BILL  AND  INFLATION  1996  YEARBOOKTM,   Ibbotson  Associates,  Chicago
(annually updates work by Roger G. Ibbotson and Rex A.  Sinquefield).  Used with
permission.  All rights reserved.



significant  discounts.  They may be  found in  mundane,  perhaps  even  boring,
industries.  Remember,  the same  glamorous  appeal that attracts so many growth
investors also attracts competitors.

         In that  respect,  we're "value"  managers.  Yet we'd like to make this
point clear:  Low  price-to-earnings  multiples,  in and of  themselves,  cannot
justify a "buy"  decision.  When we search for growing,  high-quality  small-cap
companies selling at what we feel are bargain prices,  we ask ourselves:  Is the
company cheap for a good reason?  Or, does it have the financial  muscle and the
management talent to make it into the big leagues?

         Q: Let's turn to  specifics.  What  criteria  are used to decide  which
small-cap companies make the cut -- and which ones don't?

         A: Over the years,  we've seen  hundreds of  small-cap  companies  that
flourished and just as many that failed to deliver on their early promises. What
made the difference? While every case is unique, here are a few important traits
of the winners.

         First of all, a successful  small-cap  company  normally  produces high
returns. In practice, this means the business has a number of barriers to entry.
Perhaps the company has a technology  that's hard to duplicate.  Or maybe it can
make a product at a  substantially  lower cost than  anyone  else.  Unlike  most
businesses,  it has an advantage that allows it to continue earning above-market
returns.

         In  addition  to having a  competitive  edge,  a  successful  small-cap
company should  generate  healthy cash flow. With excess cash, a company has the
ability to finance  its own  growth  without  diluting  the  ownership  stake of
existing stockholders by issuing more shares.

         No small-cap company can grow without having the right people on board.
That's  why we  spend so much  time  meeting  the  CEOs  and  CFOs of  small-cap
companies.  While we question the managers about future plans and strategies, we
spend as much time evaluating  them as people.  Do they seem honest and capable?
Or do they puff up their case? Making portfolio  decisions is a lot about making
character  judgments -- who has the stuff to manage a growing  company,  and who
doesn't.

         THE RISKS INVOLVED IN SEEKING  CAPITAL  APPRECIATION  FROM  INVESTMENTS
PRIMARILY IN COMPANIES  WITH SMALL  MARKET  CAPITALIZATION  ARE SET FORTH IN THE
PROSPECTUS.

         This Supplement supersedes the Supplement dated July 31, 1997.