April 28, 1995
Securities and Exchange Commission
Division of Investment Management
Office of Insurance Products and Legal Compliance
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk, Room 1004
Document Control
RE: Post-Effective Amendment No. 18 to Form N-1A
Neuberger & Berman Advisers Management Trust
File Nos. 2-88566 and 811-4255
Dear Sir/Madam:
Enclosed for filing please find the following:
(1) One manually executed, appropriately numbered copy and two
conformed copies of Post-Effective No. 18 to Form N-1A for the above-named
Registrant.
(2) Eight additional conformed copies of Registrants Post-Effective
Amendment No. 18 to Form N-1A, two of which have been marked to indicate
changes from the version previously filed.
Also enclosed is our written representation that the enclosed
Post-Effective Amendment does not contain disclosure which would render it
ineligible to become effective pursuant to Securities Act Rule 485(b).
Enclosed is a duplicate copy of this letter and a stamped self-addressed
envelope. Please date stamp the copy of this letter and return it to us in
the envelope.
<PAGE>
Securities and Exchange Commission
April 28, 1995
Page 2
Please contact the undersigned with any questions or comments you may
have concerning the enclosed.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /s/ JUDITH A. HASENAUER
_______________________
Judith A. Hasenauer
Enclosure
a:10
<PAGE>
April 28, 1995
Securities and Exchange Commission
Division of Investment Management
Office of Insurance Products and Legal Compliance
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Document Control
Filing Desk, Room 1004
Re: Neuberger & Berman Advisers Management Trust
File No. 2-88566/Rule 485 Representation
Dear Sirs:
We have reviewed Post-Effective Amendment No. 18 for the above-named
Registrant. After review of such Post-Effective Amendment, we have concluded
that the changes made to the Prospectus and Statement of Additional
Information are non-material.
Therefore, we hereby represent that the amendment does not contain
disclosure which would render it ineligible to become effective pursuant to
paragraph (b) of Rule 485.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /s/JUDITH A. HASENAUER
_______________________
Judith A. Hasenauer
Registration Nos. 2-88566
811-4255
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 18 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 18 [X]
(Check appropriate box or boxes.)
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST 1
______________________________________________
(Exact name of registrant as specified in charter)
605 Third Avenue, 2nd Floor, New York, New York 10158-0006
_______________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (212) 476-8800
Stanley Egener
c/o Neuberger & Berman Management Incorporated
605 Third Avenue, 2nd Floor
New York, New York 10158-0006
(Name and Address of Agent For Service)
Copy to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866is proposed that this filing will become effective (check
appropriate box)
______ immediately upon filing pursuant to paragraph (b)
__X___ on May 1, 1995 pursuant to paragraph (b)
______ 60 days after filing pursuant to paragraph (a)(1)
______ on (date) pursuant to paragraph (a)(1)
______ 75 days after filing pursuant to paragraph (a)(2)
______ on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
______ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
_________________________
1/ Effective as of the opening of business on May 1, 1995 (Effective
Date), Neuberger & Berman Advisers Management Trust, a series investment
company organized as a Delaware business trust (Trust), will succeed to all of
the assets, rights, obligations, and liabilities of Neuberger & Berman
Advisers Management Trust, a Massachusetts business trust (Predecessor Trust).
The Trust hereby adopts the Registration Statement of the Predecessor Trust
(Nos. 2-88566 and 811-4255), as its own, effective as of the Effective Date,
for all purposes of the Securities Act of 1933, the Securities Exchange Act of
1934 and the Investment Company Act of 1940.
Registrant hereby declares that, pursuant to Rule 24f--2 under the
Investment Company Act of 1940, an indefinite number of shares of the
Predecessor Trust has previously been registered. The notice required by such
Rule for the Predecessor Trusts fiscal year 1994 was filed on or before
February 28, 1995. Registrant will adopt such declarations pursuant to Rule
24f-2 and will also adopt the redemption credits or shares registered by or on
behalf of the Predecessor Trust pursuant to Rule 24e-2 or otherwise.
Registrant is a master/feeder fund. This Post-Effective Amendment No. 18
includes a signature page for the master fund, Advisers Managers Trust.
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 18 ON FORM N-1A
This post-effective amendment consists of the following papers and
documents.
Cover Sheet
Contents of Post-Effective Amendment No. 18 on Form N-1A
Cross Reference Sheet
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Pages
Exhibits
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
N-1A Item No. Location
- - - - ------------- --------------------------
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense
Information
Item 3. Condensed Financial Information Financial Highlights;
Performance Infor-
mation
Item 4. General Description of Registrant Investment Programs
Item 5. Management of the Fund Management and
Administration
Item 6. Capital Stock and Other Securities Cover Page; Special
Information Regarding
Organization, Capitali-
zation, and Other
Matters
Item 7. Purchase of Securities Being Offered Share Prices and
Net Asset Value
Item 8. Redemption or Repurchase Special Information
Regarding Organi-
zation, Capitalization,
and Other Matters
Item 9. Pending Legal Proceedings Not Applicable
PART B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Special Information
Regarding Organization,
Capitalization, and
Other Matters (Part A)
Item 13. Investment Objective and Policies Investment Information
Item 14. Management of the Fund Investment Manage-
ment, Advisory and
Administration Services
Item 15. Control Persons and Principal Holders of Securities Investment Manage-
ment, Advisory and
Administration Services
Item 16. Investment Advisory and Other Services Investment Manage-
ment, Advisory and
Administration Services;
Distribution Arrange-
ments; Reports to Share-
holders; Custodian;
Independent Auditors
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Special Information
Regarding Organization,
Capitalization, and Other
Matters (Part A)
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered Distribution Arrange-
ments; Additional
Redemption Information
Item 20. Tax Status Dividends and Other
Distributions
Item 21. Underwriters Distribution Arrange-
ments; Additional
Redemption Informa-
tion
Item 22. Calculation of Performance Data Performance Infor-
mation
Item 23. Financial Statements Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>
PART A
<PAGE>
<PAGE>
NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
Joint Prospectus
May 1, 1995
NBAMT0010595
<PAGE>
Neuberger&Berman
ADVISERS MANAGEMENT TRUST
- - - - -------------------------------------------------------------------------------
Neuberger&Berman ADVISERS MANAGEMENT TRUST (the "Trust") is intended to meet
differing investment objectives and currently is comprised of seven separate
Portfolios: Balanced Portfolio, Government Income Portfolio, Growth Portfolio,
International Portfolio, Limited Maturity Bond Portfolio, Liquid Asset Portfolio
and Partners Portfolio. While each portfolio (each a "Portfolio" and
collectively, "Portfolios") issues its own class of shares, which in some
instances have rights separate from other classes of shares, the Trust is one
entity with respect to certain important items (e.g., certain voting rights).
Shares of the Trust are offered to life insurance companies ("Life
Companies") for allocation to certain of their variable separate accounts
established for the purpose of funding variable annuity contracts and variable
life insurance policies ("Variable Contracts"). Shares of the Balanced Portfolio
are also offered directly to qualified pension and retirement plans ("Qualified
Plans").
- - - - --------------------------------------------------------------------------------
EACH PORTFOLIO INVESTS ALL OF ITS NET INVESTABLE ASSETS IN ITS CORRESPONDING
SERIES (EACH A "SERIES") OF ADVISERS MANAGERS TRUST ("MANAGERS TRUST"), AN
OPEN-END MANAGEMENT INVESTMENT COMPANY. ALL SERIES OF MANAGERS TRUST, EXCEPT FOR
AMT INTERNATIONAL INVESTMENTS, ARE MANAGED BY NEUBERGER&BERMAN MANAGEMENT
INCORPORATED ("N&B MANAGEMENT"). AMT INTERNATIONAL INVESTMENTS IS ADVISED BY
BNP-N&B GLOBAL ASSET MANAGEMENT L.P. ("BNP-N&B GLOBAL"), A COMPANY JOINTLY OWNED
BY NEUBERGER& BERMAN, L.P. ("NEUBERGER&BERMAN") AND BANQUE NATIONALE DE PARIS
("BNP"). EACH SERIES INVESTS IN SECURITIES IN ACCORDANCE WITH AN INVESTMENT
OBJECTIVE, POLICIES, AND LIMITATIONS IDENTICAL TO THOSE OF ITS CORRESPONDING
PORTFOLIO. THE INVESTMENT PERFORMANCE OF EACH PORTFOLIO WILL DIRECTLY CORRESPOND
WITH THE INVESTMENT PERFORMANCE OF ITS CORRESPONDING SERIES. THIS "MASTER/FEEDER
FUND" STRUCTURE IS DIFFERENT FROM THAT OF MANY OTHER INVESTMENT COMPANIES WHICH
DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIOS OF SECURITIES. FOR MORE
INFORMATION ON THIS UNIQUE STRUCTURE THAT YOU SHOULD CONSIDER, SEE "SPECIAL
INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER MATTERS" ON PAGE
20.
AN INVESTMENT IN THE LIQUID ASSET PORTFOLIO, AS IN ANY MUTUAL FUND, IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. ALTHOUGH THE LIQUID ASSET
PORTFOLIO SEEKS TO MAINTAIN A NET ASSET VALUE OF $1.00 PER SHARE, THERE IS NO
ASSURANCE THAT IT WILL BE ABLE TO DO SO.
Please read this Prospectus before investing in any of the Portfolios and
keep it for future reference. The Prospectus contains information about the
Portfolios that a prospective investor should know before investing. A Statement
of Additional Information ("SAI") about the Portfolios and the Series, dated May
1, 1995, is on file with the Securities and Exchange Commission. The SAI is
incorporated herein by reference (so it is legally considered a part of this
Prospectus). You can obtain a free copy of the SAI by writing the Trust at 605
Third Avenue, 2nd Floor, New York, NY 10158-0006.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY
BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The purchaser of a Variable Contract should read this Prospectus in
conjunction with the prospectus for his or her Variable Contract.
DATE OF PROSPECTUS: MAY 1, 1995
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 4
Management 4
The Neuberger&Berman Investment
Approach 5
FINANCIAL HIGHLIGHTS 6
INVESTMENT PROGRAMS 13
AMT Liquid Asset Investments 13
AMT Limited Maturity Bond
Investments 13
AMT Government Income Investments 14
AMT Growth Investments 14
AMT Partners Investments 15
AMT Balanced Investments 15
AMT International Investments 16
Short-Term Trading; Portfolio
Turnover 16
Ratings of Securities 17
Borrowings 17
Other Investments 18
PERFORMANCE INFORMATION 19
SPECIAL INFORMATION REGARDING
ORGANIZATION, CAPITALIZATION,
AND OTHER MATTERS 20
The Portfolios 20
The Series 20
SHARE PRICES AND NET ASSET
VALUE 23
DIVIDENDS, OTHER DISTRIBUTIONS
AND TAX STATUS 24
Dividends and Other Distributions 24
Tax Status 24
SPECIAL CONSIDERATIONS 25
MANAGEMENT AND ADMINISTRATION 26
Trustees and Officers 26
Investment Manager, Adviser,
Administrator,
Sub-Adviser and Distributor 26
Expenses 28
Fees 28
Expense Reimbursement 29
Transfer and Dividend Paying Agent 30
DISTRIBUTION AND REDEMPTION
OF TRUST SHARES 31
Distribution and Redemption of
Trust Shares 31
Distribution Plan 31
DESCRIPTION OF INVESTMENTS 32
USE OF JOINT PROSPECTUS AND
STATEMENT
OF ADDITIONAL INFORMATION 39
APPENDIX A 40
</TABLE>
2
<PAGE>
SUMMARY
The Portfolios and Series
- - - - --------------------------------------------------------------------------------
The Trust was recently reorganized into a new structure. Each Portfolio of
the Trust invests in a corresponding Series of Managers Trust that, in turn,
invests in securities in accordance with an investment objective, policies, and
limitations that are identical to those of the Portfolio. The trustees of the
Trust believe that this "master/feeder fund" structure may benefit shareholders.
For more information about the organization of the Portfolios and the Series,
including certain features of the master/feeder fund structure, see "Special
Information Regarding Organization, Capitalization, and Other Matters" on page
20. For more details about each Series, its investments and their risks, see
"Investment Programs" on page 13, "Ratings of Securities" on page 17,
"Borrowings" on page 17, and "Description of Investments" on page 32.
Here is a summary of important features of the Portfolios and their
corresponding Series. You may want to invest in a variety of Portfolios to fit
your particular investment needs. Of course, there can be no assurance that a
Portfolio will meet its investment objective.
<TABLE>
<CAPTION>
NEUBERGER&BERMAN INVESTMENT PRINCIPAL SERIES
ADVISERS MANAGEMENT TRUST OBJECTIVE INVESTMENTS
- - - - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIQUID ASSET PORTFOLIO Highest current income consistent High-quality money market instruments
with safety and liquidity of government and non-government
issuers
GROWTH PORTFOLIO Capital appreciation, without regard Common stocks
to income
LIMITED MATURITY BOND PORTFOLIO Highest current income consistent Short-to-intermediate term debt
with low risk to principal and securities, at least investment grade
liquidity; and secondarily, total
return
BALANCED PORTFOLIO Long-term capital growth and Common stocks and short-to-
reasonable current income without intermediate term debt securities, at
undue risk to principal least investment grade
PARTNERS PORTFOLIO Capital growth Common stocks and other equity
securities of established companies
GOVERNMENT INCOME PORTFOLIO High level of current income and At least 65% in U.S. Government and
total return, consistent with safety Agency securities, with an emphasis
of principal on U.S. Government mortgage-backed
securities; at least 25% in
mortgage-backed and asset-backed
securities
INTERNATIONAL PORTFOLIO Long-term capital appreciation by Equity securities of issuers
investing primarily in a diversified organized and doing business
portfolio of equity securities of primarily outside the U.S.
foreign issuers
</TABLE>
3
<PAGE>
Risk Factors
- - - - --------------------------------------------------------------------------------
An investment in any Portfolio involves certain risks, depending upon the
types of investments made by its corresponding Series. Special risk factors
apply to investments, which may be made by certain Series, in foreign
securities, options and futures contracts, zero coupon bonds and swap
agreements. For those Series investing in fixed income securities, the value of
such securities is likely to decline in times of rising interest rates and rise
in times of falling interest rates. In general, the longer the maturity of a
fixed income security, the more pronounced is the effect of a change in interest
rates on the value of the security.
AMT Government Income Investments invests at least 25% of its total assets in
mortgage-backed and asset-backed securities, may engage in lending portfolio
securities and other investment techniques, and may borrow for leverage. The
investment program of AMT Government Income Investments is intended to protect
principal by focusing on the credit quality of the issuers. Principal may,
however, be at risk due to market rate fluctuations.
AMT Partners Investments may invest up to 15% of its net assets in corporate
debt securities rated below investment grade or comparable unrated securities.
Securities rated below investment grade as well as unrated securities are often
considered to be speculative and usually entail greater risk. For more
information on lower-rated securities, see "Ratings of Securities" in this
Prospectus and "Fixed Income Securities" in the SAI.
AMT International Investments seeks long-term capital appreciation by
investing primarily in a diversified portfolio of equity securities of issuers
organized and doing business principally outside the U.S. The strategy of the
Series' investment adviser, BNP-N&B Global, is to select attractive investment
opportunities outside the U.S., allocating the assets among economically mature
countries and emerging industrialized countries. The Series will invest
primarily in equity securities of medium to large capitalization companies
traded on foreign exchanges. The Series may invest up to 50% of its total assets
in Japan and is likely to invest at least 25% of its total assets in Japan.
Because the Portfolio, through the Series, invests primarily in foreign
securities, it may be subject to greater risks and higher expenses than equity
funds that invest primarily in securities of U.S. issuers. Such risks may be
even greater in emerging industrialized and less developed countries. The risks
of investing in foreign securities include, but are not limited to, possible
adverse political and economic developments in a particular country, differences
between foreign and U.S. regulatory systems, and foreign securities markets that
are smaller and less well regulated than those in the U.S. There is often less
information publicly available about foreign issuers, and many foreign countries
do not follow the financial accounting standards used in the U.S. Most of the
securities held by the Series are denominated in foreign currencies, and the
value of these investments can be adversely affected by fluctuations in foreign
currency values. Some foreign currencies can be volatile and may be subject to
governmental controls or intervention. The Series may use techniques such as
options, futures, forward foreign currency exchange contracts and short selling,
for hedging and in an attempt to realize income. The Series may also use
leverage to facilitate transactions entered into by the Series for hedging
purposes. The use of these strategies may entail special risks. See "Borrowings"
and "Description of Investments."
Management
- - - - --------------------------------------------------------------------------------
N&B Management, with the assistance of Neuberger&Berman as sub-adviser,
selects investments for all Series, except AMT International Investments.
BNP-N&B Global selects investments for AMT International Investments. N&B
Management also provides administrative services to the Series and the
Portfolios and acts as distributor of the shares of all Portfolios. See
"Management and Administration."
4
<PAGE>
The Neuberger&Berman Investment Approach
- - - - --------------------------------------------------------------------------------
While each Series has its own investment objective, policies and limitations,
AMT Growth, Partners and Balanced Investments (equity portion) are each managed
using the value-oriented investment approach used since 1939 by
Neuberger&Berman, its sub-adviser. Under this approach, Neuberger&Berman's
portfolio managers identify securities they consider to be undervalued in
relation to recognized measures of fundamental economic value, such as earnings,
cash flow, tangible book value and asset value. A security may be considered
undervalued if the ratio of its share price to one or more of these measures of
fundamental value is low in absolute terms, low in relation to historical data
for the security, or low in relation to the securities of other companies in the
same or similar businesses, or in the case of AMT Growth Investments and AMT
Balanced Investments (equity portion), low in relation to the growth rate of its
earnings. Sometimes this happens when a particular company or industry is
temporarily out of favor with the market. Portfolio managers also look for such
factors as a strong balance sheet and financial position, a recent company
restructuring with the potential to realize hidden values, strong management,
and earnings potential not yet recognized in the marketplace. Neuberger&Berman
believes that, over time, securities that are undervalued relative to a
company's basic worth are more likely to appreciate in price and be subject to
less risk of price decline than securities whose market prices have already
reached their perceived economic value. This approach also contemplates selling
portfolio securities when they are considered to have reached their potential.
Neuberger&Berman's value-oriented investment approach generally seeks to
provide consistently good performance with reduced share price volatility and
lower risk to capital, rather than to follow alternative investment philosophies
that may sometimes provide greater returns, but with higher risks. It is based
on the belief that successful investing requires development of and adherence to
a strong discipline and a commitment to limiting losses in an unfavorable
market. While this approach has resulted in solid returns over the long term,
there can be no assurance that these results will be achieved in the future. For
more information, see "Performance Information."
5
<PAGE>
FINANCIAL HIGHLIGHTS
Selected Per Share Data and Ratios
- - - - --------------------------------------------------------------------------------
The financial information in the following tables is for each Portfolio's
predecessor fund as of December 31, 1994 and includes data related to each
Portfolio (except the International Portfolio) before it was converted into a
series of the Trust on May 1, 1995. See "Special Information Regarding
Organization, Capitalization and Other Matters." This information for each
predecessor fund has been audited by its respective independent auditors. You
may obtain further information about the performance of each Portfolio (except
the International Portfolio) at no cost in the Trust's annual report to
shareholders. Also, see "Performance Information." The International Portfolio
has not yet commenced investment operations.
6
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust
Balanced Portfolio
- - - - --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding throughout
each year and other performance information derived from the Financial
Statements. It should be read in conjunction with the Financial Statements and
notes thereto.(1)
<TABLE>
<CAPTION>
PERIOD
FROM
2/28/89(2)
YEAR ENDED DECEMBER 31, TO
1994 1993 1992 1991 1990 12/31/89
<S> <C> <C> <C> <C> <C> <C>
- - - - --------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Year $15.62 $14.90 $14.16 $ 11.72 $11.64 $ 10.00
-----------------------------------------------------------
Income From Investment Operations
Net Investment Income .30 .34 .40 .47 .49 .30
Net Gains or Losses on Securities
(both realized and unrealized) (.80) .61 .72 2.16 (.27)(3) 1.34
-----------------------------------------------------------
Total From Investment Operations (.50) .95 1.12 2.63 .22 1.64
-----------------------------------------------------------
Less Distributions
Dividends (from net investment income) (.23) (.20) (.19) (.19) (.07) --
Distributions (from capital gains) (.38) (.03) (.19) -- (.07) --
-----------------------------------------------------------
Total Distributions (.61) (.23) (.38) (.19) (.14) --
-----------------------------------------------------------
Net Asset Value, End of Year $14.51 $15.62 $14.90 $ 14.16 $11.72 $ 11.64
-----------------------------------------------------------
Total Return+ -3.36% +6.45% +8.06% +22.68% +1.95% +16.40%(4)
-----------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in millions) $179.3 $161.1 $ 87.1 $ 28.3 $ 6.9 $ 0.6
-----------------------------------------------------------
Ratio of Expenses to Average Net Assets(6) .91% .90% .95% 1.10% 1.35% 1.70%(5)
-----------------------------------------------------------
Ratio of Net Income to Average Net Assets(6) 1.91% 1.96% 2.33% 3.00% 4.00% 3.28%(5)
-----------------------------------------------------------
Portfolio Turnover Rate 55% 114% 82% 69% 77% 58%
-----------------------------------------------------------
</TABLE>
NOTES:
1) The per share amounts which are shown have been computed based on the average
number of shares outstanding during each period.
2) February 28, 1989 is the date shares of the Balanced Portfolio were first
sold to the separate accounts pursuant to the public offering of Trust
shares.
3) The amounts shown at this caption for a share outstanding throughout the
period may not accord with the change in aggregate gains and losses in the
portfolio securities for the period because of the timing of sales and
repurchases of portfolio shares in relation to fluctuating market values for
the portfolio.
4) Not annualized.
5) Ratios are annualized.
6) Since the commencement of operations, the Distributor voluntarily assumed
certain operating expenses of the Trust as described in Note B of Notes to
Financial Statements. Had such action not been undertaken, the ratios of
expenses and investment income -- net to average daily net assets on an
annualized basis would have been 2.78% and 2.20% for the year ended December
31, 1989, respectively. There was no reduction of expenses for the years
ended December 31, 1990 through and including 1994.
+ Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Trust during each year,
and assumes dividends and capital gain distributions, if any, were reinvested.
Results represent past performance and do not guarantee future results.
Investment returns and principal may fluctuate and shares when redeemed may be
worth more or less than original cost. The total return information shown
above does not reflect expenses that apply to the separate account or the
related insurance policies, and the inclusion of these charges would reduce
the total return figures for all periods shown. Qualified Plans that are
direct shareholders of the Portfolio are not affected by insurance charges.
7
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust
Government Income Portfolio
- - - - --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding throughout
the period and other performance information derived from the Financial
Statements. It should be read in conjunction with the Financial Statements and
notes thereto.(1)
<TABLE>
<CAPTION>
PERIOD
FROM
3/22/94(2)
TO
12/31/94
<S> <C>
- - - - ----------------------------------------------------------------
Net Asset Value, Beginning of Period $10.00
----------
Income From Investment Operations
Net Investment Income .37
Net Gains or Losses on Securities (both realized
and unrealized) (.22)
----------
Total From Investment Operations .15
----------
Net Asset Value, End of Period $10.15
----------
Total Return+ +1.50%(3)
----------
Ratios/Supplemental Data
Net Assets, End of Period (in millions) $ 1.0
----------
Ratio of Expenses to Average Net Assets(5) 1.09%(4)
----------
Ratio of Net Income to Average Net Assets(5) 4.78%(4)
----------
Portfolio Turnover Rate 3%
----------
</TABLE>
NOTES:
1) The per share amounts which are shown have been computed based on the average
number of shares outstanding during the period.
2) The date investment operations commenced.
3) Not annualized.
4) Ratios are annualized.
5) Since the commencement of operations, the Distributor voluntarily assumed
certain operating expenses of the Trust as described in Note B of Notes to
Financial Statements. Had such action not been undertaken, the ratios of
expenses and investment income -- net to average daily net assets on an
annualized basis would have been 2.57% and 3.30%, respectively, for the
period from March 22, 1994 to December 31, 1994.
+ Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Trust during the period,
and assumes dividends and capital gain distributions, if any, were reinvested.
Results represent past performance and do not guarantee future results.
Investment returns and principal may fluctuate and shares when redeemed may be
worth more or less than original cost. The total return information shown
above does not reflect expenses that apply to the separate account or the
related insurance policies, and the inclusion of these charges would reduce
the total return figures for all periods shown.
8
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust
Growth Portfolio
- - - - --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding throughout
each year and other performance information derived from the Financial
Statements. It should be read in conjunction with the Financial Statements and
notes thereto.(1)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- - - - ---------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of
Year $24.28 $23.27 $21.47 $16.82 $20.28 $16.20 $12.86 $15.21 $13.38 $10.37
-------------------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income .07 .13 .21 .31 .43 .43 .32 .34 .26 .43
Net Gains or Losses on
Securities (both realized
and unrealized) (1.11) 1.42 1.82 4.64 (2.04) 4.24 3.02 (.96) 1.73 2.70
-------------------------------------------------------------------------------------------------
Total From Investment
Operations (1.04) 1.55 2.03 4.95 (1.61) 4.67 3.34 (.62) 1.99 3.13
-------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) (.12) (.17) (.23) (.30) (.29) (.27) -- (.48) (.09) (.11)
Distributions (from capital
gains) (2.81) (.37) -- -- (1.56) (.32) -- (1.25) (.07) (.01)
-------------------------------------------------------------------------------------------------
Total Distributions (2.93) (.54) (.23) (.30) (1.85) (.59) -- (1.73) (.16) (.12)
-------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $20.31 $24.28 $23.27 $21.47 $16.82 $20.28 $16.20 $12.86 $15.21 $13.38
-------------------------------------------------------------------------------------------------
Total Return+ -4.99% +6.79% +9.54% +29.73% -8.19% +29.47% +25.97% -4.89% +14.94% +30.30%
-------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in
millions) $369.3 $366.5 $304.8 $228.9 $118.8 $ 92.8 $ 48.7 $ 33.8 $ 31.6 $ 13.7
-------------------------------------------------------------------------------------------------
Ratio of Expenses to
Average Net Assets(2) .84% .81% .82% .86% .91% .97% .92% .89% 1.00% 1.50%
-------------------------------------------------------------------------------------------------
Ratio of Net Income to
Average Net Assets(2) .26% .52% .92% 1.43% 2.12% 2.10% 2.12% 2.05% 1.50% 3.04%
-------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 46% 92% 63% 57% 76% 105% 95% 87% 83% 72%
-------------------------------------------------------------------------------------------------
</TABLE>
NOTES:
1) The per share amounts which are shown have been computed based on the average
number of shares outstanding during each year.
2) Since the commencement of operations, the Distributor or principal
underwriter voluntarily assumed certain operating expenses of the Trust as
described in Note B of Notes to Financial Statements. Had such action not
been undertaken, the ratios of expenses and investment income -- net to
average daily net assets on an annualized basis would have been 2.92% and
1.62% in 1985, respectively. There was no reduction of expenses for the years
ended December 31, 1986 through and including 1994.
+ Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Trust during each year,
and assumes dividends and capital gain distributions, if any, were reinvested.
Results represent past performance and do not guarantee future results.
Investment returns and principal may fluctuate and shares when redeemed may be
worth more or less than original cost. The total return information shown
above does not reflect expenses that apply to the separate account or the
related insurance policies, and inclusion of these charges would reduce the
total return figures for all periods shown.
9
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust
Limited Maturity Bond Portfolio
- - - - --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding throughout
each year and other performance information derived from the Financial
Statements. It should be read in conjunction with the Financial Statements and
notes thereto.(1)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988(2) 1987 1986 1985
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- - - - ---------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of
Year $14.66 $14.33 $14.32 $13.62 $13.48 $13.01 $12.14 $13.62 $12.19 $10.71
-------------------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income .78 .84 1.03 1.04 1.15 1.12 .92 1.00 1.01 .94
Net Gains or Losses on
Securities (both realized
and unrealized) (.80) .08 (.33) .43 (.10)(3) .20 (.05) (.60) .65 .61
-------------------------------------------------------------------------------------------------
Total From Investment
Operations (.02) .92 .70 1.47 1.05 1.32 .87 .40 1.66 1.55
-------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) (.55) (.52) (.66) (.77) (.91) (.85) -- (1.62) (.22) (.07)
Distributions (from capital
gains) (.07) (.07) (.03) -- -- -- -- (.26) (.01) --
-------------------------------------------------------------------------------------------------
Total Distributions (.62) (.59) (.69) (.77) (.91) (.85) -- (1.88) (.23) (.07)
-------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $14.02 $14.66 $14.33 $14.32 $13.62 $13.48 $13.01 $12.14 $13.62 $12.19
-------------------------------------------------------------------------------------------------
Total Return+ -0.15% +6.63% +5.18% +11.34% +8.32% +10.77% +7.17% +2.89% +13.83% +14.51%
-------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in
millions) $344.8 $343.5 $187.0 $ 83.0 $ 46.0 $ 31.5 $ 25.4 $ 19.0 $ 17.1 $ 7.9
-------------------------------------------------------------------------------------------------
Ratio of Expenses to
Average Net Assets(4) .66% .64% .64% .68% .76% .88% 1.01% .99% 1.14% 1.50%
-------------------------------------------------------------------------------------------------
Ratio of Net Income to
Average Net Assets(4) 5.42% 5.19% 5.80% 6.61% 7.66% 8.11% 7.15% 7.36% 7.26% 7.40%
-------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 90% 159% 114% 77% 124% 116% 197% 24% 32% 21%
-------------------------------------------------------------------------------------------------
</TABLE>
NOTES:
1) The per share amounts which are shown have been computed based on the average
number of shares outstanding during each year.
2) On May 2, 1988, the Portfolio changed its primary investment objective to
obtain the highest current income consistent with low risk to principal and
liquidity through investments in limited maturity debt securities.
3) The amounts shown at this caption for a share outstanding throughout the
period may not accord with the change in aggregate gains and losses in the
portfolio securities for the period because of the timing of sales and
repurchases of portfolio shares in relation to fluctuating market values for
the portfolio.
4) Since the commencement of operations, the Distributor or principal
underwriter voluntarily assumed certain operating expenses of the Trust as
described in Note B of Notes to Financial Statements. Had such action not
been undertaken, the ratios of expenses and investment income -- net to
average daily net assets on an annualized basis would have been 3.37% and
5.53% in 1985, respectively. There was no reduction of expenses for the years
ended December 31, 1986 through and including 1994.
+ Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Trust during each year,
and assumes dividends and capital gain distributions, if any, were reinvested.
Results represent past performance and do not guarantee future results.
Investment returns and principal may fluctuate and shares when redeemed may be
worth more or less than original cost. The total return information shown
above does not reflect expenses that apply to the separate account or the
related insurance policies, and inclusion of these charges would reduce the
total return figures for all periods shown.
10
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust
Liquid Asset Portfolio
- - - - --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding throughout
each year and other performance information derived from the Financial
Statements. It should be read in conjunction with the Financial Statements and
notes thereto.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- - - - ----------------------------------------------------------------------------------------------------------------------------
Net Asset Value,
Beginning of Year $1.0009 $1.0002 $1.0001 $ .9999 $ .9998 $ .9998 $1.0000 $1.0002 $1.0004 $1.0000
--------------------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income .0328 .0233 .0320 .0547 .0730 .0826 .0648 .0550 .0557 .0676
Net Gains or Losses on
Securities -- .0014 .0002 .0002 .0001 -- (.0002) .0001 .0002 .0004
--------------------------------------------------------------------------------------------------
Total From Investment
Operations .0328 .0247 .0322 .0549 .0731 .0826 .0646 .0551 .0559 .0680
--------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) (.0328) (.0233) (.0320) (.0547) (.0730) (.0826) (.0648) (.0550) (.0557) (.0676)
Distributions (from
capital gains) (.0012) (.0007) (.0001) -- -- -- -- (.0003) (.0004) --
--------------------------------------------------------------------------------------------------
Total Distributions (.0340) (.0240) (.0321) (.0547) (.0730) (.0826) (.0648) (.0553) (.0561) (.0676)
--------------------------------------------------------------------------------------------------
Net Asset Value, End of
Year $ .9997 $1.0009 $1.0002 $1.0001 $ .9999 $ .9998 $ .9998 $1.0000 $1.0002 $1.0004
--------------------------------------------------------------------------------------------------
Total Return+ +3.46% +2.43% +3.25% +5.61% +7.55% +8.58% +6.68% +5.67% +5.76% +6.95%
--------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $ 5.3 $ 6.8 $ 25.4 $ 21.5 $ 21.5 $ 11.5 $ 9.3 $ 8.1 $ 2.4 $ .9
--------------------------------------------------------------------------------------------------
Ratio of Expenses to
Average Net Assets(1) 1.02% .88% .72% .74% .88% 1.00% 1.00% 1.00% 1.00% 1.00%
--------------------------------------------------------------------------------------------------
Ratio of Net Income to
Average Net Assets(1) 3.28% 2.34% 3.19% 5.47% 7.30% 8.28% 6.52% 5.69% 5.33% 6.69%
--------------------------------------------------------------------------------------------------
</TABLE>
NOTES:
1) Since the commencement of operations, the Distributor or principal
underwriter voluntarily assumed certain operating expenses of the Trust as
described in Note B of Notes to Financial Statements. Had such action not
been undertaken, the ratios of expenses and investment income -- net to
average daily net assets on an annualized basis would have been 1.03% and
3.27% for the year ended December 31, 1994, 1.03% and 8.25% in 1989, 1.25%
and 6.27% in 1988, 1.52% and 5.17% in 1987, 2.74% and 3.59% in 1986, and
9.95% and (2.26%) in 1985, respectively. There was no reduction of expenses
for the years ended December 31, 1990 through and including 1993.
+ Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Trust during each year,
and assumes dividends and capital gain distributions, if any, were reinvested.
Results represent past performance and do not guarantee future results.
Investment returns and principal may fluctuate and shares when redeemed may be
worth more or less than original cost. The total return information shown
above does not reflect expenses that apply to the separate account or the
related insurance policies, and inclusion of these charges would reduce the
total return figures for all periods shown.
11
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust
Partners Portfolio
- - - - --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding throughout
the period and other performance information derived from the Financial
Statements. It should be read in conjunction with the Financial Statements and
notes thereto.(1)
<TABLE>
<CAPTION>
PERIOD
FROM
3/22/94(2)
TO
12/31/94
<S> <C>
- - - - ----------------------------------------------------------------
Net Asset Value, Beginning of Period $10.00
----------
Income From Investment Operations
Net Investment Income .03
Net Gains or Losses on Securities (both realized
and unrealized) (.26)
----------
Total From Investment Operations (.23)
----------
Net Asset Value, End of Period $ 9.77
----------
Total Return+ -2.30%(3)
----------
Ratios/Supplemental Data
Net Assets, End of Period (in millions) $ 9.4
----------
Ratio of Expenses to Average Net Assets 1.75%(4)
----------
Ratio of Net Income to
Average Net Assets .45%(4)
----------
Portfolio Turnover Rate 90%
----------
</TABLE>
NOTES:
1) The per share amounts which are shown have been computed based on the average
number of shares outstanding during the period.
2) The date investment operations commenced.
3) Not annualized.
4) Ratios are annualized.
+ Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Trust during the period,
and assumes dividends and capital gain distributions, if any, were reinvested.
Results represent past performance and do not guarantee future results.
Investment returns and principal may fluctuate and shares when redeemed may be
worth more or less than original cost. The total return information shown
above does not reflect expenses that apply to the separate account or the
related insurance policies, and the inclusion of these charges would reduce
the total return figures for all periods shown.
12
<PAGE>
INVESTMENT PROGRAMS
The investment policies and limitations of each Portfolio and its
corresponding Series are identical. Each Portfolio invests only in its
corresponding Series. Therefore, the following shows you the kinds of securities
in which each Series invests. For an explanation of some types of investments,
see "Description of Investments" on page 32.
Investment policies and limitations of the Portfolios and the Series are not
fundamental unless otherwise specified in this Prospectus or the SAI. While a
non-fundamental policy or limitation may be changed by the trustees of the Trust
or of Managers Trust without shareholder approval, the Portfolios intend to
notify shareholders before making any material change to such policies or
limitations. Fundamental policies and limitations may not be changed without
shareholder approval. There can be no assurance that the Series and the
Portfolios will achieve their objectives. Each Portfolio, by itself, does not
represent a comprehensive investment program.
Additional investment techniques, features, and limitations concerning the
Series' investment programs are described in the SAI.
AMT Liquid Asset Investments
- - - - --------------------------------------------------------------------------------
The investment objective of AMT Liquid Asset Investments and its
corresponding Portfolio is to provide the highest current income consistent with
safety and liquidity. This investment objective is fundamental and may not be
changed without the approval of the holders of a majority of the outstanding
shares of the Portfolio and Series.
AMT Liquid Asset Investments invests in a portfolio of debt instruments with
remaining maturities of 397 days or less and maintains a dollar-weighted average
portfolio maturity of not more than 90 days. The Series uses the amortized cost
method of valuation to enable the Portfolio to maintain a stable $1.00 share
price, which means that while Portfolio shares earn income, they should be worth
the same when the shareholder sells them as when the shareholder buys them. Of
course, there is no guarantee that the Portfolio will be able to maintain a
$1.00 share price.
AMT Liquid Asset Investments invests in high quality U.S. dollar-denominated
money market instruments of U.S. and foreign issuers, including governments and
their agencies and instrumentalities, banks and other financial institutions,
and corporations, and may invest in repurchase agreements with respect to these
instruments. The Series may invest 25% or more of its total assets in U.S.
Government and Agency securities or in certificates of deposit or bankers'
acceptances issued by domestic branches of U.S. banks.
AMT Limited Maturity Bond Investments
- - - - --------------------------------------------------------------------------------
The investment objective of AMT Limited Maturity Bond Investments and its
corresponding Portfolio is to provide the highest current income consistent with
low risk to principal and liquidity; and secondarily, total return. This
investment objective is fundamental and may not be changed without the approval
of the holders of a majority of the outstanding shares of the Portfolio and
Series.
AMT Limited Maturity Bond Investments invests in a diversified portfolio of
fixed and variable rate debt securities and seeks to increase income and
preserve or enhance total return by actively managing average portfolio maturity
in light of market conditions and trends.
AMT Limited Maturity Bond Investments invests in a diversified portfolio of
short-to-intermediate-term U.S. Government and Agency securities and debt
securities issued by financial institutions, corporations, and others, of at
least investment grade. These securities include mortgage-backed and
asset-backed securities, repurchase agreements with respect to U.S. Government
and Agency securities, and foreign investments. AMT Limited Maturity Bond
Investments may invest up to 5% of its net assets in municipal securities when
N&B Management believes such
13
<PAGE>
securities may outperform other available issues. The Series may purchase and
sell covered call and put options, interest-rate futures contracts, and options
on those futures contracts and may engage in lending portfolio securities. The
Series' dollar-weighted average portfolio maturity may range up to five years.
AMT Government Income Investments
- - - - --------------------------------------------------------------------------------
The investment objective of AMT Government Income Investments and its
corresponding Portfolio is to provide a high level of current income and total
return, consistent with safety of principal. This investment objective is non-
fundamental. The Portfolio intends to notify shareholders 30 days in advance of
making any material change to its investment objective.
AMT Government Income Investments invests in a diversified portfolio of fixed
and variable rate debt securities and seeks to increase income and preserve or
enhance total return by actively managing average portfolio maturity in light of
market conditions and trends.
AMT Government Income Investments invests at least 65% of its total assets in
U.S. Government and Agency securities, with an emphasis on U.S. Government
mortgage-backed securities. In addition, the Series invests at least 25% of its
total assets in mortgage-backed securities (including U.S. Government
mortgage-backed securities) and asset-backed securities. The Series may also
invest in investment grade debt securities, including foreign investments and
securities issued by financial institutions and corporations, and may purchase
and sell covered call and put options, interest-rate and foreign currency
futures contracts, and options on those futures contracts. Although there are no
restrictions on the maturity composition of its portfolio of securities, the
Series anticipates that it normally will invest in intermediate-term and
longer-term securities, but will remain flexible to respond to market conditions
and interest rate trends. The Series may engage in lending portfolio securities,
short-term trading, purchasing forward commitments on securities, and repurchase
agreements, and may use leverage. The investment program of the Series is
intended to protect principal by focusing on the credit quality of the issuers.
Principal may, however, be at risk due to market rate fluctuations.
AMT Growth Investments
- - - - --------------------------------------------------------------------------------
The investment objective of AMT Growth Investments and its corresponding
Portfolio is to seek capital appreciation without regard to income. This
investment objective is fundamental and may not be changed without the approval
of the holders of a majority of the outstanding shares of the Portfolio and
Series.
AMT Growth Investments invests in securities 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 Series expects to be almost fully invested in common stocks, often of
companies that may be temporarily out of favor in the market.
The Series' aggressive growth investment program involves greater risks and
share price volatility than programs that invest in more conservative
securities. Moreover, the Series does not follow a policy of active trading for
short-term profits. Accordingly, the Series may be more appropriate for
investors with a longer-range perspective. While the Series uses the
Neuberger&Berman value-oriented investment approach, when N&B Management
believes that particular securities have greater potential for long-term capital
appreciation, the Series may purchase such securities at prices with higher
multiples to measures of economic value (such as earnings) than other Series. In
addition, the Series focuses on companies with strong balance sheets and
reasonable valuations relative to their growth rates. It also diversifies its
investments into many companies and industries.
14
<PAGE>
AMT Partners Investments
- - - - --------------------------------------------------------------------------------
The investment objective of AMT Partners Investments and its corresponding
Portfolio is to seek capital growth. This investment objective is
non-fundamental. The Portfolio intends to notify shareholders 30 days in advance
of making any material change to its investment objective.
AMT Partners Investments invests primarily in common stocks of established
companies, using the value-oriented investment approach. The Series seeks
capital growth through an investment approach that is designed to increase
capital with reasonable risk. Its investment program seeks securities believed
to be undervalued based on strong fundamentals such as low price-to-earnings
ratios, consistent cash flow, and support from asset values.
Up to 15% of the Series' net assets may be invested in corporate debt
securities rated below investment grade or in comparable unrated securities.
Securities rated below investment grade as well as unrated securities are often
considered to be speculative and usually entail greater risk. For more
information on lower rated securities, see "Ratings of Securities" in this
Prospectus and "Fixed Income Securities" in the SAI.
AMT Balanced Investments
- - - - --------------------------------------------------------------------------------
The investment objective of AMT Balanced Investments and its corresponding
Portfolio is long-term capital growth and reasonable current income without
undue risk to principal. This investment objective is fundamental and may not be
changed without the approval of the holders of a majority of the outstanding
shares of the Portfolio and Series.
N&B Management anticipates that the Series' investments will normally be
managed so that approximately 60% of the Series' total assets will be invested
in common stocks and the remaining assets will be invested in debt securities.
However, depending on N&B Management's views regarding current market trends,
the common stock portion of the Series' investments may be adjusted downward to
as low as 50% or upward to as high as 70%. At least 25% of the Series' assets
will be invested in fixed income senior securities.
N&B Management has analyzed the total return performance and volatility over
the last 35 years of the Standard & Poor's "500" Composite Stock Price Index
("S&P 500"), an unmanaged average widely considered as representative of general
stock market performance. It has compared the performance and volatility of the
S&P "500" to that of several model balanced portfolios, each consisting of a
different fixed allocation of the S&P "500" and U.S. Treasury Notes having
maturities of 2 years. The comparison reveals that the model balanced portfolio
in which 60% was allocated to the S&P "500" (with the remaining 40% in 2-year
U.S. Treasury Notes) was able to achieve 90.0% of the performance of the S&P
"500", with only 63.3% of the volatility. Those model balanced portfolios in
which 70% and 50% were allocated to the S&P "500" were able to achieve 92.7% and
86.9% of the performance of the S&P "500", with only 72.3% and 54.7% of the
volatility, respectively. While the underlying securities in the model balanced
portfolios are not identical to the anticipated investments by AMT Balanced
Investments and represent past performance, N&B Management believes that the
results of its analysis show the potential benefits of a balanced investment
approach. A chart setting forth the study appears as Appendix A to this
Prospectus.
In the common stock portion of its investments, AMT Balanced Investments will
utilize the same approach and investment techniques employed by N&B Management
in managing AMT Growth Investments, by investing in a combination of common
stocks that N&B Management believes have the maximum potential for long-term
capital appreciation. This portion of the Series does not seek to invest in
securities that pay dividends or interest, and any such income is incidental. In
the debt securities portion of its investments, AMT Balanced Investments will
utilize the same approach and investment techniques employed by N&B Management
in managing AMT Limited Maturity Bond Investments, by investing in a diversified
portfolio of limited maturity debt securities.
15
<PAGE>
AMT International Investments
- - - - --------------------------------------------------------------------------------
The investment objective of AMT International Investments and its
corresponding Portfolio is to seek long-term capital appreciation by investing
primarily in a diversified portfolio of equity securities of foreign issuers.
This investment objective is non-fundamental. Foreign issuers are issuers
organized and doing business principally outside the U.S. and include non-U.S.
governments, their agencies, and instrumentalities.
The Series will invest primarily in equity securities of medium-to-large
capitalization companies, in relation to their respective national markets,
traded on foreign exchanges. The Series normally invests in at least three
foreign countries. The strategy of the Series' investment adviser, BNP-N&B
Global, is to select attractive investment opportunities outside the U.S.,
allocating the assets among investments in economically mature countries and
emerging industrialized countries. At least 65% of the Series' total assets
normally will be invested in equity securities of foreign issuers. The Series
may invest up to 35% of its total assets in Japan and is likely to invest at
least 25% of its total assets in Japan. Because the Portfolio, through the
Series, invests primarily in foreign securities, it may be subject to greater
risks and higher expenses than equity funds that invest primarily in securities
of U.S. issuers. See "Description of Investments."
The Series may also invest in foreign securities in the form of American
Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global
Depositary Receipts (GDRs), International Depositary Receipts (IDRs) or other
similar securities representing an interest in securities of foreign issuers.
In addition, the Series may purchase and sell options on foreign currencies,
may buy and sell forward foreign currency exchange contracts and contracts for
the future delivery of foreign currencies, and may purchase and sell options on
such futures contracts both for hedging purposes and in an attempt to enhance
income. The Series may write and purchase options on securities and securities
indices and purchase and sell futures contracts and related options (1) in an
effort to manage cash flow and remain fully invested, instead of or in addition
to buying and selling stocks, or (2) in an effort to hedge against a decline in
the value of securities owned by it or an increase in the price of securities
which it plans to purchase. The Series may also purchase securities on a
when-issued or forward commitment basis and engage in portfolio securities
lending.
In addition, the Series may purchase foreign corporate and government debt
securities. The Series may also sell securities short for hedging purposes or in
an effort to realize gains. The Series may enter into repurchase agreements with
respect to any security in which it can invest.
For more details about investments of the Series, see "Description of
Investments."
Short-Term Trading; Portfolio Turnover
- - - - --------------------------------------------------------------------------------
AMT Government Income Investments may engage in short-term trading to a
substantial degree to take advantage of anticipated changes in interest rates.
This investment policy may be considered speculative. Although none of the other
Series purchases securities with the intention of profiting from short-term
trading, each Series may sell portfolio securities prior to maturity when the
investment adviser believes that such action is advisable.
The portfolio turnover rates for the predecessors of the various Series
(except for AMT Liquid Asset Investments and AMT International Investments) for
1994 and earlier years are set forth under "Financial Highlights."
It is anticipated that the annual portfolio turnover rate of AMT Government
Income and AMT Partners Investments generally will exceed 100%.
Turnover rates in excess of 100% may result in higher costs (which are borne
directly by the Series) and a possible increase in short-term capital gains (or
losses).
16
<PAGE>
Ratings of Securities
- - - - --------------------------------------------------------------------------------
HIGH QUALITY DEBT SECURITIES (ALL SERIES). High quality debt securities are
securities that have received a rating from at least one nationally recognized
statistical rating organization ("NRSRO"), such as Standard & Poor's Ratings
Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"), in one of the two
highest rating categories (the highest category in the case of commercial paper)
or, if not rated by any NRSRO, such as U.S. Government and Agency securities,
have been determined by N&B Management to be of comparable quality. If a
security has been rated by two or more NRSROs, at least two of them must have
given the security a high quality rating in order for AMT Liquid Asset
Investments to invest in that security.
INVESTMENT GRADE DEBT SECURITIES (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). "Investment grade" debt securities are those receiving one of the
four highest ratings from Moody's, S&P, or another NRSRO or, if unrated by any
NRSRO, deemed comparable by N&B Management (or BNP-N&B Global, with respect to
AMT International Investments) to such rated securities ("Comparable Unrated
Securities") under guidelines established by the Trustees of Managers Trust.
Moody's deems securities rated in its fourth highest category (Baa) to have
speculative characteristics; a change in economic factors could lead to a
weakened capacity of the issuer to repay.
If the quality of securities held by any Series (other than AMT Liquid Asset
Investments) deteriorates so that the securities would no longer satisfy its
standards, the Series will engage in an orderly disposition of the downgraded
securities to the extent necessary to ensure that the Series' holdings of such
securities will not exceed 5% of the Series' net assets. AMT Liquid Asset
Investments, in accordance with Rule 2a-7, will consider disposing of its
securities.
LOWER-RATED SECURITIES (AMT INTERNATIONAL AND PARTNERS INVESTMENTS). AMT
International Investments may invest up to 5% of its net assets in debt
securities including those rated below investment grade and unrated securities.
AMT Partners Investments may invest up to 15% of its net assets in debt
securities rated below investment grade or Comparable Unrated Securities.
Securities rated below investment grade ("junk bonds") are deemed by Moody's and
S&P (or foreign statistical rating organizations) to be predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal.
Those in the lowest rating categories may involve a substantial risk of
default or may be in default. Changes in economic conditions or developments
regarding the individual issuer are more likely to cause price volatility and
weaken the capacity of the issuers of such securities to make principal and
interest payments than is the case for higher grade debt securities. An economic
downturn affecting the issuer may result in an increased incidence of default.
The market for lower-rated securities may be thinner and less active than for
higher-rated securities. N&B Management (or BNP-N&B Global, with respect to AMT
International Investments) will invest in such securities only when it concludes
that the anticipated return to the Portfolio on such an investment warrants
exposure to the additional level of risk. A further description of Moody's and
S&P's ratings is included in the Appendix to the SAI.
The value of the fixed income securities in which a Series may invest,
measured in the currency in which they are denominated, is likely to decline in
times of rising interest rates. Conversely, when rates fall, the value of a
Series' fixed income investments may rise. The longer the period remaining to
maturity, the more pronounced is the effect of interest rate changes on the
value of a security.
Borrowings
- - - - --------------------------------------------------------------------------------
(ALL SERIES EXCEPT AMT GOVERNMENT INCOME AND INTERNATIONAL INVESTMENTS).
Each of the Series has a fundamental policy that it may not borrow money, except
that it may (1) borrow money from banks for temporary or emergency purposes and
not for leveraging or investment and (2) enter into reverse repurchase
agreements for any purpose, so long as the aggregate amount of borrowings and
reverse repurchase agreements does not exceed one-third
17
<PAGE>
of the Series' total assets (including the amount borrowed) less liabilities
(other than borrowings). None of these Series expects to borrow money. As a
non-fundamental policy, none of these Series may purchase portfolio securities
if its outstanding borrowings, including reverse repurchase agreements, exceed
5% of its total assets. Dollar rolls are treated as reverse repurchase
agreements.
(AMT GOVERNMENT INCOME INVESTMENTS). AMT Government Income Investments, as a
fundamental policy, may borrow money from banks for any purpose, including to
meet redemptions and increase the amount available for investment, and enter
into reverse repurchase agreements (including dollar rolls) for any purpose, so
long as the aggregate amount of borrowings and reverse repurchase agreements
does not exceed one-third of the Series' total assets (including the amount
borrowed) less liabilities (other than borrowings). Leveraging (borrowing) to
increase amounts available for investment may exaggerate the effect on net asset
value of any increase or decrease in the market value of the securities of the
Series. Money borrowed for leveraging will be subject to interest costs which
may or may not be recovered by income and appreciation of the securities
purchased.
(AMT INTERNATIONAL INVESTMENTS). AMT International Investments has a
fundamental policy that it may not borrow money, except that it may (1) borrow
money from banks and (2) enter into reverse repurchase agreements for any
purpose, so long as the aggregate amount of borrowings and reverse repurchase
agreements does not exceed one-third of the Series' total assets (including the
amount borrowed) less liabilities (other than borrowings).
The Series may borrow money from banks to facilitate transactions entered
into by the Series for hedging purposes, which is a form of leverage. This
leverage may exaggerate changes in the net asset value of the Portfolio's shares
and the gains and losses on the Series' investments. Leverage also creates
interest expenses; if those expenses exceed the return on transactions that
borrowings facilitate, the Series will be in a worse position than if it had not
borrowed. The use of derivatives in connection with leverage may create the
potential for significant losses. The Series may pledge assets in connection
with permitted borrowings.
(ALL SERIES). Currently, the State of California imposes borrowing
limitations on variable insurance products funds. To comply with these
limitations, each Series, as a matter of operating policy, has undertaken that
it will not borrow more than 10% of its net asset value when borrowing for any
general purpose and will not borrow more than 25% of its net asset value when
borrowing as a temporary measure to facilitate redemptions. For these purposes,
net asset value is the market value of all investments or assets owned less
outstanding liabilities at the time that any new or additional borrowing is
undertaken.
Other Investments
- - - - --------------------------------------------------------------------------------
For temporary defensive purposes, all Series (except AMT International
Investments) may each invest up to 100% of its total assets in cash and cash
equivalents, U.S. Government and Agency Securities, commercial paper and certain
other money market instruments, as well as repurchase agreements collateralized
by the foregoing. Also, for temporary defensive purposes, AMT Limited Maturity
Bond, Government Income, Liquid Asset and Balanced Investments (fixed income
portion only) may also adopt shorter weighted average maturities than normal.
For temporary defensive purposes, AMT International Investments may invest up
to 100% of its total assets in short-term foreign and U.S. investments such as
cash or cash equivalents, commercial paper, short-term bank obligations,
government and agency securities and repurchase agreements. The Series may also
invest in such instruments to ensure adequate liquidity or to provide collateral
to be held in segregated accounts.
To the extent that a Series is invested in temporary defensive instruments,
it will not be pursuing its investment objective.
18
<PAGE>
PERFORMANCE INFORMATION
LIQUID ASSET PORTFOLIO. From time to time, the Liquid Asset Portfolio's
annualized "yield" and "effective yield" may be presented in advertisements and
sales literature. The Portfolio's "yield" represents an annualization of the
increase in value of an account (excluding any capital changes) invested in the
Portfolio for a specific seven-day period. The Portfolio's "effective yield"
compounds such yield for a year and thus is greater than the Portfolio's yield.
OTHER PORTFOLIOS. Performance information for each of the other Portfolios
may also be presented from time to time in advertisements and sales literature.
A Portfolio's "yield" is calculated by dividing the Portfolio's annualized net
investment income during a recent 30-day period by the Portfolio's net asset
value on the last day of the period. A Portfolio's total return is quoted for
the one-year period and, where applicable, the five-year period and ten-year
period through the most recent calendar quarter (or for the life of the
Portfolio, if less than ten years) and is determined by calculating the change
in value of a hypothetical $1,000 investment in the Portfolio for each of those
periods. Total return calculations assume reinvestment of all Portfolio
distributions from net investment income and net realized gains.
All performance information presented for the Portfolios is based on past
performance and does not predict future performance. Any Portfolio performance
information presented will also include or be accompanied by performance
information for the Life Company separate accounts investing in the Trust which
will take into account insurance-related charges and expenses under such
insurance policies and contracts. Further information regarding each Portfolio's
performance is presented in the Trust's annual report to shareholders, which is
available without charge by calling 800-366-6264.
Advertisements concerning the Trust may from time to time compare the
performance of one or more Portfolios to various indices. Advertisements may
also contain the performance rankings assigned certain Portfolios or their
advisers by various publications and statistical services. Any such comparisons
or rankings are based on past performance and the statistical computations
performed by publications and services, and are not necessarily indications of
future performance. Because the Portfolios are managed investment vehicles
investing in a wide variety of securities, the securities owned by a Portfolio
will not match those making up an index. 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 in any index.
19
<PAGE>
SPECIAL INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS
The Portfolios
- - - - --------------------------------------------------------------------------------
Each Portfolio is a separate series of the Trust, a Delaware business trust
organized pursuant to a Trust Instrument dated May 23, 1994. The Trust is
registered under the Investment Company Act of 1940 (the "1940 Act") as a
diversified, open-end management investment company, commonly known as a mutual
fund. The Trust has seven separate Portfolios. The predecessors of all
Portfolios were converted into the Portfolios on May 1, 1995; these conversions
were approved by the shareholders of the predecessors of the Portfolios in
August, 1994, with the exception of the International Portfolio which is a new
Portfolio which has not yet commenced investment operations. Each Portfolio
invests all of its net investable assets in its corresponding Series, in each
case receiving a beneficial interest in that Series. The trustees of the Trust
may establish additional portfolios or classes of shares, without the approval
of shareholders. The assets of each Portfolio belong only to that Portfolio, and
the liabilities of each Portfolio are borne solely by that Portfolio and no
other.
DESCRIPTION OF SHARES. Each Portfolio is authorized to issue an unlimited
number of shares of beneficial interest (par value $0.001 per share). Shares of
each Portfolio represent equal proportionate interests in the assets of that
Portfolio only and have identical voting, dividend, redemption, liquidation, and
other rights. All shares issued are fully paid and non-assessable, and
shareholders have no preemptive or other right to subscribe to any additional
shares.
SHAREHOLDER MEETINGS. The trustees of the Trust do not intend to hold annual
meetings of shareholders of the Portfolios. The trustees will call special
meetings of shareholders of a Portfolio only if required under the 1940 Act or
in their discretion or upon the written request of holders of 10% or more of the
outstanding shares of that Portfolio entitled to vote. Pursuant to current
interpretations of the 1940 Act, the Life Companies will solicit voting
instructions from Variable Contract owners with respect to any matters that are
presented to a vote of shareholders of that Portfolio.
CERTAIN PROVISIONS OF THE TRUST INSTRUMENT. Under Delaware law, the
shareholders of a Portfolio will not be personally liable for the obligations of
any Portfolio; a shareholder is entitled to the same limitation of personal
liability extended to shareholders of corporations. To guard against the risk
that Delaware law might not be applied in other states, the Trust Instrument
requires that every written obligation of the Trust or a Portfolio contain a
statement that such obligation may be enforced only against the assets of the
Trust or Portfolio and provides for indemnification out of Trust or Portfolio
property of any shareholder nevertheless held personally liable for Trust or
Portfolio obligations, respectively.
The Series
- - - - --------------------------------------------------------------------------------
Each Series is a separate series of Managers Trust, a New York common law
trust organized as of May 24, 1994. Managers Trust is registered under the 1940
Act as a diversified, open-end management investment company. Managers Trust has
seven separate series. On May 1, 1995, each Portfolio (other than the
International Portfolio which has not yet commenced investment operations)
invested all of its net investable assets (cash, securities, and receivables
relating to securities) in a corresponding Series of Managers Trust, receiving a
beneficial interest in that Series. This investment was authorized by the
shareholders of the predecessors of these Portfolios in August, 1994. The assets
of each Series belong only to that Series, and the liabilities of each Series
are borne solely by that Series and no other.
20
<PAGE>
PORTFOLIOS' INVESTMENT IN THE SERIES. Each Portfolio seeks to achieve its
investment objective by investing all of its net investable assets in its
corresponding Series having the same investment objective, policies, and
limitations as the Portfolio. Accordingly, each Series directly acquires its own
securities and its corresponding Portfolio acquires an indirect interest in
those securities. Historically, N&B Management, administrator to the Portfolios
and AMT International Investments and investment manager of all Series, except
AMT International Investments, has sponsored, with Neuberger&Berman,
traditionally structured funds since 1950. However, it has operated 12 master
funds and 20 feeder funds since August 1993 and now operates 22 master funds and
31 feeder funds.
Each Portfolio's investment in its corresponding Series is in the form of a
non-transferable beneficial interest. Members of the general public may not
purchase a direct interest in the Series. Currently, each Portfolio is the sole
investor in its corresponding Series. It is possible that one or more Series, in
the future, may permit other institutional investors, including but not
necessarily limited to the managed separate accounts of life insurance
companies, to invest in the Series. All investors will invest in the Series on
the same terms and conditions as the Portfolios and will pay a proportionate
share of the expenses of the Series. The Portfolios do not sell their shares
directly to members of the general public. Other investors in the Series would
not be required to sell their shares at the same offering price as a Portfolio,
could have a different administration fee and expenses than a Portfolio, and
might charge a sales commission. Therefore, Portfolio shareholders may have
different returns than shareholders in another entity that invests exclusively
in the Series.
A Portfolio's investment in its corresponding Series may be affected by the
actions of other large investors in the Series, if any. For example, if a large
investor in a Series other than a Portfolio redeemed its interest in the Series,
the Series' remaining investors (including the Portfolio) might, as a result,
experience higher pro rata operating expenses, thereby producing lower returns.
Each Portfolio may withdraw its entire investment from its corresponding
Series at any time, if the trustees of the Trust determine that it is in the
best interests of the Portfolio and its shareholders to do so. A Portfolio might
withdraw, for example, if there were other investors in the Series with power
to, and who did by a vote of all investors (including the Portfolio), change the
investment objective, policies, or limitations of the Series in a manner not
acceptable to the trustees of the Trust. A withdrawal could result in a
distribution in kind of securities (as opposed to a cash distribution) by the
Series. That distribution could result in a less diversified portfolio of
investments for the Portfolio and could affect adversely the liquidity of the
Portfolio's investment portfolio. If a Portfolio decided to convert those
securities to cash, it usually would incur brokerage fees or other transaction
costs. If a Portfolio withdrew its investment from a Series, the trustees would
consider what action might be taken, including the investment of all of the
Portfolio's net investable assets in another pooled investment entity having
substantially the same investment objective as the Portfolio or the retention by
the Portfolio of its own investment manager to manage its assets in accordance
with its investment objective, policies, and limitations. The inability of the
Portfolio to find a suitable replacement could have a significant impact on
shareholders.
INVESTOR MEETINGS AND VOTING. Each Series normally will not hold meetings of
investors except as required by the 1940 Act. Each investor in a Series will be
entitled to vote in proportion to its relative beneficial interest in the
Series. On most issues subjected to a vote of investors, as required by the 1940
Act and other applicable law, a Portfolio will solicit proxies from its
shareholders and will vote its interest in the Series in proportion to the votes
cast by the Portfolio's shareholders. Pursuant to current interpretations of the
1940 Act, the Life Companies who are shareholders of the Portfolio will solicit
voting instructions from contract owners with respect to any matters that are
presented to a vote of Portfolio shareholders. If there are other investors in a
Series, there can be no assurance that any issue that receives a majority of the
votes cast by Portfolio shareholders will receive a majority of votes cast by
all Series investors; indeed, if other investors hold a majority interest in the
Series, they could have voting control of the Series.
21
<PAGE>
CERTAIN PROVISIONS. Each investor in a Series, including a Portfolio, will
be liable for all obligations of the Series, but not of the other Series.
However, the risk of an investor in a Series incurring financial loss on account
of such liability would be limited to circumstances in which the Series had
inadequate insurance and was unable to meet its obligations out of its assets.
Upon liquidation of a Series, investors would be entitled to share pro rata in
the net assets of the Series available for distribution to investors.
22
<PAGE>
SHARE PRICES AND NET ASSET VALUE
Each Portfolio's shares are bought or sold at a price that is the Portfolio's
net asset value ("NAV") per share. The NAVs for each Portfolio and its
corresponding Series are calculated by subtracting liabilities from total assets
(in the case of a Series, the market value of the securities the Series holds
plus cash and other assets; in the case of a Portfolio, its percentage interest
in its corresponding Series, multiplied by the Series' NAV, plus any other
assets). Each Portfolio's per share NAV is calculated by dividing its NAV by the
number of Portfolio shares outstanding and rounding the result to the nearest
full cent.
Each Portfolio and its corresponding Series calculate their NAVs as of the
close of regular trading on The New York Stock Exchange ("NYSE"), usually 4 p.m.
Eastern time. AMT Liquid Asset Investments, in accordance with Rule 2a-7 under
the 1940 Act, will use the amortized cost method of valuation to enable AMT
Liquid Asset Investments to try to maintain a stable NAV of $1.00 per share. AMT
Liquid Asset Investments values its securities at their cost at the time of
purchase and assumes a constant amortization to maturity of any discount or
premium.
AMT Limited Maturity Bond, Government Income, and Balanced Investments (debt
securities portion) value their securities on the basis of bid quotations from
independent pricing services or principal market makers, or, if quotations are
not available, by a method that the trustees of Managers Trust believe
accurately reflects fair value. The Series periodically verify valuations
provided by the pricing services. Short-term securities with remaining
maturities of less than 60 days are valued at cost which, when combined with
interest earned, approximates market value.
AMT Growth, Partners, and Balanced Investments (equity portion) value their
equity securities (including options) listed on the NYSE, the American Stock
Exchange, other national exchanges, or the NASDAQ market, and other securities
for which market quotations are readily available, at the latest sale price on
the day NAV is calculated. If there is no sale of such a security on that day,
that security is valued at the mean between its closing bid and asked prices.
The Series value all other securities and assets, including restricted
securities, by a method that the trustees of Managers Trust believe accurately
reflects fair value.
Equity securities held by AMT International Investments are valued at the
last sale price on the principal exchange or in the principal over-the-counter
market in which such securities are traded, as of the close of business on the
day the securities are being valued, or if there are no sales, at the last
available bid price. Debt obligations held by AMT International Investments are
valued at the last available bid price for such securities, or if such prices
are not available, at prices for securities of comparable maturity, quality, and
type. Foreign securities are translated from the local currency into U.S.
dollars using current exchange rates. AMT International Investments values all
other types of securities and assets, including restricted securities and
securities for which market quotations are not readily available, by a method
that the trustees of Managers Trust believe accurately reflects fair value. AMT
International Investments portfolio securities are listed primarily on foreign
exchanges which may trade on days when the NYSE is closed. As a result, the NAV
of the International Portfolio may be significantly affected on days when
shareholders have no access to the Portfolio.
23
<PAGE>
DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS
Dividends and Other Distributions
- - - - --------------------------------------------------------------------------------
Each of the Government Income, Growth, Partners, Balanced, Limited Maturity
Bond, and International Portfolios annually distributes substantially all of its
share of its corresponding Series' net investment income (net of the Portfolio's
expenses), net realized capital gains, and net realized gains from foreign
currency transactions, if any, normally in February.
The Liquid Asset Portfolio distributes to its shareholders substantially all
of its share of its corresponding Series' net investment income (net of the
Portfolio's expenses) and net realized capital gains. Income dividends are
declared daily for the Portfolio at the time its NAV is calculated and are paid
monthly, and net realized capital gains, if any, are normally distributed
annually in February.
The Portfolios offer their shares solely to separate accounts of the Life
Companies, except for the Balanced Portfolio which also offers its shares to
Qualified Plans. All dividends and other distributions are distributed to the
separate accounts (and, with respect to the Balanced Portfolio, to the Qualified
Plans) and will be automatically invested in Trust shares. Dividends and other
distributions made by a Portfolio to the separate accounts are taxable, if at
all, to the extent described in the prospectuses for the Variable Contracts.
Tax Status
- - - - --------------------------------------------------------------------------------
Each Portfolio is treated as a separate entity for Federal income tax
purposes and intends to continue to qualify for treatment as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended ("Code"), so that it will be relieved of Federal income tax on that part
of its investment company taxable income (generally consisting of net investment
income, net short-term capital gain and net gains from certain foreign currency
transactions) and net capital gain (the excess of net long-term capital gain
over net short-term capital loss) that is distributed to its shareholders. Each
Portfolio distributes all of its net income and gains to its shareholders.
Certain funds managed by N&B Management have received a ruling from the
Internal Revenue Service that each such fund, as an investor in a corresponding
series of an open-end management investment company (in a master/ feeder fund
structure similar to that involving the Portfolios and the Series), will be
deemed to own a proportionate share of the series' assets and income for
purposes of determining whether the fund qualifies as a regulated investment
company. That ruling also concluded that each such series will be treated as a
separate partnership for Federal income tax purposes and will not be a "publicly
traded partnership," with the result that none of those series will be subject
to federal income tax (and, instead, each investor therein will take into
account in determining its Federal income tax liability its share of the series'
income, gains, losses, deductions and credits). Although that ruling may not be
relied on as precedent by the Portfolios and the Series, they believe the
reasoning thereof and, hence, this conclusion applies as well to them. The Trust
and Managers Trust, on behalf of each Portfolio and Series, have applied to the
Internal Revenue Service for a similar ruling.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting the Portfolios and their shareholders; see
the SAI for a more detailed discussion. Prospective shareholders are urged to
consult their tax advisers.
24
<PAGE>
SPECIAL CONSIDERATIONS
The Portfolios serve as the underlying investments for Variable Contracts
issued through separate accounts of the Life Companies which may or may not be
affiliated. (See "Distribution and Redemption of Trust Shares".)
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Variable Contracts (that is, the assets of the Series), which are in addition to
the diversification requirements imposed on the Portfolios by the 1940 Act and
Subchapter M. Failure to satisfy those standards would result in imposition of
Federal income tax on a Variable Contract owner with respect to earnings
allocable to the Variable Contract prior to the receipt of payments thereunder.
Section 817(h)(2) provides that a segregated asset account that funds contracts
such as the Variable Contracts is treated as meeting the diversification
standards if, as of the close of each quarter, the assets in the account meet
the diversification requirements for a regulated investment company and no more
than 55% of those assets consist of cash, cash items, U.S. Government securities
and securities of other regulated investment companies. There is an exception
for securities issued by the Treasury Department in connection with variable
life insurance policies.
The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, and each
United States government agency or instrumentality shall be treated as a
separate issuer.
Each Series will be managed in such a manner as to comply with these
diversification requirements. It is possible that, in order to comply with these
requirements, less desirable investment decisions may be made which would affect
the investment performance of a Portfolio.
Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, the Trust
and Managers Trust have applied to the Internal Revenue Service for a ruling
relating to certain tax issues in connection with the conversion of the Trust to
the master/feeder fund structure. As part of this request, the Trust and
Managers Trust have requested that the Internal Revenue Service rule that the
"look-through" rule of Section 817, which would permit the segregated asset
accounts to look through to the underlying assets of the Series, will be
available for the variable contract diversification test. Unavailability of the
"look-through" rule would preclude compliance with the diversification
requirements. There can be no assurance that the Internal Revenue Service will
issue the requested ruling.
Currently, the State of California imposes diversification requirements on
variable insurance products funds investing in non-U.S. securities. Under these
requirements, a fund investing at least 80% of its assets in non-U.S. securities
must be invested in at least five countries; less than 80% but at least 60%, in
at least four countries; less than 60% but at least 40%, in at least three
countries; and less than 40% but at least 20%, in at least two countries, except
that up to 35% of a fund's assets may be invested in securities of issuers
located in any of the following countries: Australia, Canada, France, Japan, the
United Kingdom or Germany. The Trust and Managers Trust intend to comply with
the California diversification requirements, to the extent applicable.
25
<PAGE>
MANAGEMENT AND ADMINISTRATION
Trustees and Officers
- - - - --------------------------------------------------------------------------------
The trustees of the Trust and the trustees of Managers Trust, who are
currently the same individuals, have overall responsibility for the operations
of each Portfolio and each Series, respectively. The SAI contains general
background information about each trustee and officer of the Trust and of
Managers Trust. The officers of the Trust and of Managers Trust who are officers
and/or directors of N&B Management and/or partners of Neuberger&Berman serve
without compensation from the Portfolios or the Series. The trustees of the
Trust and of Managers Trust, including a majority of those trustees who are not
"interested persons" (as defined in the 1940 Act) of any Portfolio, have adopted
written procedures reasonably appropriate to deal with potential conflicts of
interest, including, if necessary, creating a separate board of trustees of
Managers Trust.
Investment Manager, Adviser, Administrator, Sub-Adviser and
Distributor
- - - - --------------------------------------------------------------------------------
ALL PORTFOLIOS AND THEIR CORRESPONDING SERIES (EXCEPT INTERNATIONAL
PORTFOLIO AND ITS CORRESPONDING SERIES). N&B Management serves as the investment
manager of each Series, as administrator of each Portfolio and as distributor of
the shares of each Portfolio. N&B Management and its predecessor firms have
specialized in the management of no-load mutual funds since 1950. In addition to
serving the six Series, N&B Management currently serves as investment manager or
investment adviser of other mutual funds. Neuberger&Berman, which acts as sub-
adviser for the Series and other mutual funds managed by N&B Management, also
serves as investment adviser of two investment companies. These funds had
aggregate net assets of approximately $7.4 billion as of December 31, 1994.
As sub-adviser, Neuberger&Berman furnishes N&B Management with investment
recommendations and research information without added cost to the Series.
Neuberger&Berman is a member firm of the NYSE and other principal exchanges and
acts as the Series' principal broker in the purchase and sale of their
securities. Neuberger& Berman and its affiliates, including N&B Management,
manage securities accounts that had approximately $29 billion of assets as of
December 31, 1994. All of the voting stock of N&B Management is owned by
individuals who are general partners of Neuberger&Berman.
Theresa A. Havell is a general partner of Neuberger&Berman and a director and
Vice President of N&B Management. Ms. Havell is the Manager of the Fixed Income
Group of Neuberger&Berman, which she established in 1984. The Fixed Income Group
manages fixed income accounts that had approximately $9.9 billion of assets as
of December 31, 1994. Ms. Havell has overall responsibility for the activities
of the Fixed Income Group, providing guidance and reviewing portfolio strategy
and structure.
The following members of the Fixed Income Group are primarily responsible for
the day-to-day management of the listed Series:
AMT Liquid Asset Investments -- Josephine Mahaney, who has been a Senior
Portfolio Manager in the Fixed Income Group since 1984 and a Vice President of
N&B Management since November 1994.
AMT Limited Maturity Bond Investments and AMT Balanced Investments (debt
securities portion) -- Margaret Didi Weinblatt, who has been a Senior Portfolio
Manager in the Fixed Income Group since 1986 and a Vice President of N&B
Management since November 1994.
AMT Government Income Investments -- Stephen A. White, who has been a Senior
Portfolio Manager in the Fixed Income Group since April 1993 and a Vice
President of N&B Management since November 1994. Prior to April 1993, he was a
portfolio manager of several large mutual funds managed by another prominent
investment adviser.
26
<PAGE>
The following is a list of the equity Series of Managers Trust, together with
information about individuals who are primarily responsible for the day-to-day
management of these Series:
AMT Growth Investments and AMT Balanced Investments (equity portion) -- Mark
R. Goldstein and Susan Switzer. Mr. Goldstein is a Vice President of N&B
Management and a general partner of Neuberger&Berman. Previously he was a
securities analyst and portfolio manager with that firm. Susan Switzer has been
an Assistant Vice President of N&B Management since March, 1995, and a portfolio
manager for Neuberger&Berman since January 1995. Ms. Switzer was a research
analyst and assistant portfolio manager for another money management firm from
1989 to 1994.
AMT Partners Investments -- Michael M. Kassen and Robert I. Gendelman. Mr.
Kassen is a Vice President of N&B Management and a general partner of
Neuberger&Berman. Mr. Kassen was an employee of N&B Management from 1990 to
December 1992. He was a portfolio manager of several large mutual funds managed
by another prominent investment adviser from 1981 to 1988 and was general
partner of two private investment partnerships from 1988 to 1990. Mr. Gendelman
is a senior portfolio manager for Neuberger&Berman and an Assistant Vice
President of N&B Management since 1994. He was a portfolio manager for another
mutual fund manager from 1992 to 1993 and was managing partner of an investment
partnership from 1988 to 1992.
N&B Management serves as distributor in connection with the offering of each
Portfolio's shares. In connection with the sale of each Portfolio's shares, each
Portfolio has authorized the distributor to give only such information and to
make only such statements and representations as are contained in the
Portfolio's Prospectus. The distributor is responsible only for information
given and statements and representations made in a Portfolio's Prospectus and is
not responsible for any information given or any statements or representations
made by the Life Companies or by brokers or salespersons in connection with
Variable Contracts.
INTERNATIONAL PORTFOLIO AND ITS CORRESPONDING SERIES. BNP-N&B Global, a
partnership jointly owned by BNP and Neuberger&Berman, serves as investment
adviser of the Series. BNP-N&B Global was formed as a joint venture of BNP and
Neuberger&Berman in May, 1994, combining the experience of two long-established
firms to provide investment advisory services. The investment adviser will
benefit from the expertise available to it from Neuberger&Berman and BNP. Such
expertise includes economic analysis, foreign exchange analysis, securities
analysis, and portfolio management. BNP-N&B Global has its headquarters in New
York. The partnership, which is registered as an investment adviser with the
U.S. Securities and Exchange Commission, was formed to provide asset management
services to institutions and high net worth individuals.
BNP is one of the largest banks in the world. BNP (and its predecessor firms)
have engaged in commercial banking since 1848. BNP is one of the world's leading
comprehensive service commercial banks. As of December 31, 1994, BNP had
consolidated net equity of approximately $9.0 billion. BNP has recently been
privatized and enjoys an AA rating from all major credit rating agencies.
Neuberger&Berman was established in 1939 as a money management firm.
Neuberger&Berman is a member firm of the NYSE and other principal exchanges.
N&B Management serves as the administrator of the Series and the Portfolio,
and as distributor of the shares of the Portfolio.
Felix Rovelli is primarily responsible for the day-to-day management of the
portfolio securities of the Series. Mr. Rovelli has been a Senior Vice
President-Senior Equity Portfolio Manager of BNP-N&B Global since May 1994. He
previously served as first vice president and portfolio manager of another
mutual fund that invested in international equity securities, from April 1990 to
April 1994.
ALL PORTFOLIOS AND THEIR CORRESPONDING SERIES. Neuberger&Berman acts as the
principal broker for all Series, except AMT International Investments, in the
purchase and sale of portfolio securities and in the sale of covered call
27
<PAGE>
options, and for those services receives brokerage commissions. In effecting
securities transactions, each Series seeks to obtain the best price and
execution of orders. Neuberger&Berman and BNP-International Financial Services
Corporation may act as brokers for AMT International Investments in the purchase
and sale of portfolio securities and in the purchase and sale of options, and
for those services would receive brokerage commissions. In effecting securities
transactions, the Series seeks to obtain the best price and execution of orders.
For more information, see the SAI.
The partners and employees of Neuberger&Berman and officers and employees of
N&B Management, together with their families, have invested over $100 million of
their own money in Neuberger&Berman Funds.
To mitigate the possibility that a Series will be adversely affected by
personal trading of employees, the Trust, Managers Trust, N&B Management,
Neuberger&Berman and BNP-N&B Global have adopted policies that restrict
securities trading in personal accounts of the portfolio managers and others who
normally come into possession of information on portfolio transactions. These
policies comply, in all material respects, with the recommendations of the
Investment Company Institute.
Expenses
- - - - --------------------------------------------------------------------------------
ALL PORTFOLIOS AND THEIR CORRESPONDING SERIES (EXCEPT INTERNATIONAL
PORTFOLIO AND ITS CORRESPONDING SERIES). N&B Management provides investment
management services to each Series that include, among other things, making and
implementing investment decisions and providing facilities and personnel
necessary to operate the Series. N&B Management provides administrative services
to each Portfolio that include furnishing similar facilities and personnel for
the Portfolio. With the Portfolio's consent, N&B Management is authorized to
subcontract some of its responsibilities under its administration agreement with
the Portfolio to third parties. For such administrative and investment
management services, N&B Management is paid the following fees:
Fees (AS PERCENTAGE OF AVERAGE DAILY NET ASSETS)
- - - - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ADMINISTRATION
MANAGEMENT (SERIES) (PORTFOLIO)
<S> <C> <C>
- - - - ----------------------------------------------------------------------------------------------------
GROWTH; PARTNERS; BALANCED 0.55% of first $250 million 0.30%
0.525% of next $250 million
0.50% of next $250 million
0.475% of next $250 million
0.45% of next $500 million
0.425% of over $1.5 billion
GOVERNMENT INCOME 0.35% of first $500 million 0.40%
0.325% of next $500 million
0.30% of next $500 million
0.275% of next $500 million
0.25% of over $2 billion
LIMITED MATURITY BOND; LIQUID ASSET 0.25% of first $500 million 0.40%
0.225% of next $500 million
0.20% of next $500 million
0.175% of next $500 million
0.15% of over $2 billion
</TABLE>
28
<PAGE>
Each Portfolio bears all expenses of its operations other than those borne by
N&B Management as administrator of the Portfolio and as distributor of its
shares. Each Series bears all expenses of its operations other than those borne
by N&B Management as investment manager of the Series. These expenses include,
but are not limited to, for the Portfolios and the Series, legal and accounting
fees and compensation for trustees who are not affiliated with N&B Management;
for the Portfolios, transfer agent fees and the cost of printing and sending
reports and proxy materials to shareholders; and for the Series, custodial fees
for securities. Any expenses which are not directly attributable to a specific
Series are allocated on the basis of the net assets of the respective Series.
INTERNATIONAL PORTFOLIO AND ITS CORRESPONDING SERIES. BNP-N&B Global
provides investment advisory services to AMT International Investments that
include, among other things, making and implementing investment decisions. N&B
Management provides administrative services and facilities and personnel
necessary to operate the Series and the Portfolio. N&B Management provides these
administrative services to the Series and the Portfolio under administration
agreements. For such administrative services, the Portfolio pays N&B Management
a fee at the annual rate of 0.63% of the Portfolio's average daily net assets.
With the Portfolio's consent, N&B Management is authorized to subcontract some
of its responsibilities under its administration agreement with the Portfolio to
third parties. For such administrative services, the Series pays N&B Management
a fee at the annual rate of 0.10% of the first $250 million of the Series'
average daily net assets, 0.08% of the next $250 million; 0.06% of the next $250
million; and 0.04% of average net assets in excess of $750 million. The minimum
fee is $100,000 per annum. For investment advisory services, the Series pays
BNP-N&B Global a fee at the annual rate of 0.50% of the first $250 million of
the Series' average daily net assets; 0.475% of the next $250 million; 0.45% of
the next $250 million; and 0.425% of average daily net assets in excess of $750
million.
The Portfolio bears all expenses of its operations other than those borne by
N&B Management as administrator of the Portfolio and as distributor of its
shares. The Series bears all expenses of its operations other than those borne
by BNP-N&B Global as investment adviser of the Series and by N&B Management as
administrator of the Series. These expenses include, but are not limited to, for
the Portfolio and the Series, legal and accounting fees, and compensation for
trustees who are not affiliated with BNP-N&B Global or N&B Management; for the
Portfolio, transfer agent fees and printing and sending reports and proxy
materials to shareholders; and for the Series, custodial fees for securities.
Expense Reimbursement
- - - - --------------------------------------------------------------------------------
ALL PORTFOLIOS AND THEIR CORRESPONDING SERIES (EXCEPT INTERNATIONAL
PORTFOLIO AND ITS CORRESPONDING SERIES). N&B Management has voluntarily
undertaken to reimburse each Portfolio for its operating expenses and its pro
rata share of its corresponding Series' operating expenses, excluding the
compensation of N&B Management (with respect to all Portfolios but the Liquid
Asset Portfolio and the Government Income Portfolio), taxes, interest,
extraordinary expenses, brokerage commissions and transaction costs, that exceed
1% of the Portfolio's average daily net asset value. This undertaking is subject
to termination on 60 days' prior written notice to the Portfolio.
The effect of any reimbursement by N&B Management is to reduce operating
expenses of a Portfolio and its corresponding Series and thereby increase total
return.
INTERNATIONAL PORTFOLIO AND ITS CORRESPONDING SERIES. From May 1, 1995
through December 31, 1996, BNP-N&B Global has voluntarily undertaken to
reimburse the Series for its operating expenses, including investment advisory
and administration fees, but excluding taxes, interest, extraordinary expenses
and brokerage commissions, that exceed 0.70% per annum of the Series' average
daily net assets ("Series Expense Limitation"). The Series has in turn agreed to
repay BNP-N&B Global through December 31, 1997, for the excess operating
expenses BNP-N&B Global previously reimbursed to the Series, so long as neither
the Portfolio Expense Limitation nor the Series Expense Limitation is exceeded.
Commencing May 1, 1995 and ending December 31, 1996, N&B Management has
29
<PAGE>
voluntarily undertaken to reimburse the Portfolio for its operating expenses,
including administration fees and the Portfolio's pro rata share of the
operating expenses of the Series, but excluding certain other expenses, that
exceed 1.70% per annum of the Portfolio's average daily net assets ("Portfolio
Expense Limitation"), after reimbursement, if any, by BNP-N&B Global for the
Series' excess operating expenses. The Portfolio has in turn agreed to repay N&B
Management through December 31, 1997, for the excess operating expenses N&B
Management previously reimbursed to the Portfolio, so long as the Portfolio's
annual operating expenses during that period do not exceed the Portfolio Expense
Limitation. The effect of any reimbursement of the Portfolio or Series would be
to reduce the Portfolio's expenses and thereby increase its total return.
Transfer and Dividend Paying Agent
- - - - --------------------------------------------------------------------------------
State Street Bank and Trust Company ("State Street"), Boston, Massachusetts,
acts as transfer and dividend paying agent for the Portfolios and in so doing
performs certain bookkeeping, data processing and administrative services.
Qualified Plan participants investing in the Balanced Portfolio should send all
correspondence to State Street, care of Boston Service Center, P.O. Box 8403,
Boston, MA 02266-8403. All other correspondence should be sent to State Street
Bank & Trust Company, P.O. Box 1978, Boston, MA 02105. State Street provides
similar services to the Series as the Series' transfer agent. State Street also
acts as the custodian of the Series' and the Portfolios' assets.
30
<PAGE>
DISTRIBUTION AND REDEMPTION OF TRUST SHARES
Distribution and Redemption of Trust Shares
- - - - --------------------------------------------------------------------------------
Shares of the Trust are issued and redeemed in connection with investments in
and payments under the Variable Contracts issued through separate accounts of
the Life Companies which may or may not be affiliated with the Trust. Shares of
the Balanced Portfolio of the Trust are also offered directly to Qualified
Plans. Shares of the Trust are purchased and redeemed at net asset value.
The Boards of Trustees of the Trust and Managers Trust have undertaken to
monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, the interests of
various Variable Contract owners participating in the Trust and Managers Trust
and the interests of Qualified Plans investing in the Trust and Managers Trust
may conflict. If such a conflict were to occur, one or more Life Company
separate accounts or Qualified Plans might withdraw its investment in the Trust.
This might force the Trust to sell portfolio securities at disadvantageous
prices.
Redemptions will be effected by the separate accounts to meet obligations
under the Variable Contracts and by the Qualified Plans. Contract owners do not
deal directly with the Trust with respect to acquisition or redemption of
shares. The trustees of the Trust may refuse to sell shares of any Portfolio to
any person, or suspend or terminate the offering of shares of any Portfolio if
such action is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the trustees acting in good faith and in light
of their fiduciary duties under federal and any applicable state laws, necessary
in the best interests of the shareholders of such Portfolio.
Distribution Plan
- - - - --------------------------------------------------------------------------------
The Board of Trustees of the Trust has adopted a non-fee Distribution Plan
for each Portfolio of the Trust.
The Distribution Plan recognizes that N&B Management may use its assets and
resources, including its profits from administration fees paid by a Portfolio,
to pay expenses associated with the distribution of Portfolio shares. However,
N&B Management will not receive any separate fees for such expenses. To the
extent that any payments made by a Portfolio should be deemed to be indirect
financing of any activity primarily intended to result in the sale of shares of
the Portfolio within the context of Rule 12b-1 under the 1940 Act, then such
payments shall be deemed to be authorized by the Distribution Plan.
Under the Distribution Plan, the Portfolio will require N&B Management to
provide the Trust with quarterly reports of the amounts expended in connection
with financing any activity primarily intended to result in the sale of
Portfolio shares, and the purpose for which such expenditure was made. The
Distribution Plan may be terminated as to a particular Portfolio at any time by
a vote of a majority of the independent trustees of the Trust or by a vote of a
majority of the outstanding voting securities of that Portfolio. The
Distribution Plan does not require N&B Management to perform any specific type
or level of distribution activities or to incur any specific level of expenses
for activities primarily intended to result in the sale of shares of the
Portfolio.
31
<PAGE>
DESCRIPTION OF INVESTMENTS
In addition to the securities referred to in "Investment Programs" herein,
some or all of the Series, as indicated below, may make the following
investments, among others, individually or in combination, although a Series may
not necessarily buy all of the types of securities or use all of the investment
techniques that are described. These investments may be limited by the
requirements with which the Series must comply if the Portfolios are to qualify
as regulated investment companies for tax purposes. For additional information
on the following investments and on other types of investments the Series may
make, see the SAI.
U.S. GOVERNMENT AND AGENCY SECURITIES (ALL SERIES). U.S. Government
securities are obligations of the U.S.Treasury backed by the full faith and
credit of the United States. U.S. Government Agency securities are issued or
guaranteed by U.S. Government agencies, instrumentalities, or other U.S.
Government-sponsored enterprises, such as the Government National Mortgage
Association ("GNMA"), Federal National Mortgage Association ("FNMA"), Federal
Home Loan Mortgage Corporation ("FHLMC"), Student Loan Marketing Association,
Tennessee Valley Authority, and various federally chartered or sponsored banks.
Agency securities may be backed by the full faith and credit of the United
States, the issuer's ability to borrow from the U.S. Treasury, subject to the
Treasury's discretion in certain cases, or only by the credit of the issuer.
U.S. Government and Agency securities include certain mortgage-backed
securities. The market prices of U.S. Government securities are not guaranteed
by the government and generally fluctuate with changing interest rates.
ILLIQUID SECURITIES (ALL SERIES). Each Series may invest up to 10% of its
net assets in securities that are illiquid, in that they cannot be expected to
be sold within seven days at approximately the price at which they are valued.
Due to the absence of an active trading market, a Series may experience
difficulty in valuing or disposing of illiquid securities. N&B Management, and
with respect to AMT International Investments, BNP-N&B Global, determines the
liquidity of the Series' securities, under supervision of the trustees of
Managers Trust. Securities which are freely tradeable in their country of origin
or in their principal market will not be considered illiquid securities even if
they are not registered for sale in the U.S.
FOREIGN SECURITIES (ALL SERIES). All Series may invest in U.S.
dollar-denominated foreign securities. Foreign securities are those of issuers
organized and doing business principally outside the U.S., including non-U.S.
governments, their agencies, and instrumentalities. All Series, except AMT
Liquid Asset Investments, may also invest in foreign securities denominated in
or indexed to foreign currencies, which may also be affected by the fluctuation
of the foreign currencies relative to the U.S. dollar, irrespective of the
performance of the underlying investment. N&B Management (or BNP-N&B Global with
respect to AMT International Investments) considers these factors in making
investments for the Series. AMT Limited Maturity Bond, Balanced, International
and Government Income Investments may enter into forward foreign currency
contracts or futures contracts (agreements to exchange one currency for another
at a future date) and related options to manage currency risks and to facilitate
transactions in foreign securities. Although these contracts can protect the
Series from adverse exchange rate changes, they involve a risk of loss if N&B
Management, or BNP-N&B Global with respect to AMT International Investments,
fails to predict foreign currency values correctly.
AMT Growth, Partners and Balanced Investments may each invest up to 10% of
the value of its total assets in foreign securities that are issued by
non-United States entities. The 10% limitation does not apply with respect to
foreign securities that are denominated in U.S. dollars, including ADRs. Foreign
securities (including those denominated in U.S. dollars and ADRs) are affected
by political or economic developments in foreign countries.
AMT International Investments may invest in ADRs, EDRs, GDRs, and IDRs. ADRs
(sponsored or unsponsored) are receipts typically issued by a U.S. bank or trust
company evidencing its ownership of the underlying foreign securities. Most ADRs
are denominated in U.S. dollars and are traded on a U.S. stock exchange. Issuers
of the
32
<PAGE>
securities underlying unsponsored ADRs are not contractually obligated to
disclose material information in the U.S. and, therefore, there may not be a
correlation between such information and the market value of the unsponsored
ADR. EDRs and IDRs are receipts typically issued by a European bank or trust
company evidencing its ownership of the underlying foreign securities. GDRs are
receipts issued by either a U.S. or non-U.S. banking institution evidencing its
ownership of the underlying foreign securities and are often denominated in U.S.
dollars.
Investments in foreign securities could be affected by factors generally not
thought to be present in the U.S. Such factors include, but are not limited to,
varying custody, brokerage and settlement practices; difficulty in pricing some
foreign securities; less public information about issuers of securities; less
governmental regulation and supervision over issuance and trading of securities;
the unavailability of financial information or the difficulty of interpreting
financial information prepared under foreign accounting standards; less
liquidity and more volatility in foreign securities markets; the possibility of
expropriation; the imposition of foreign withholding and other taxes; political,
social, or diplomatic developments; limitations on the movement of funds or
other assets of the Series between different countries; difficulties in invoking
legal process abroad and enforcing contractual obligations; and the difficulty
of assessing economic trends in foreign countries. Investment in foreign
securities also involves higher brokerage and custodian expenses than does
investment in domestic securities.
In addition, investing in securities of foreign companies and governments may
involve other risks which are not ordinarily associated with investing in
domestic securities. These risks include changes in currency exchange rates and
currency exchange control regulations or other foreign or U.S. laws or
restrictions applicable to such investments or devaluations of foreign
currencies. A decline in the exchange rate would reduce the value of certain
portfolio securities irrespective of the performance of the underlying
investment. In addition, a Series may incur costs in connection with conversion
between various currencies. Investments in depositary receipts (whether or not
denominated in U.S. dollars) may be subject to exchange controls and changes in
rates of exchange with the U.S. dollar because the underlying security is
usually denominated in foreign currency. All of the foregoing risks may be
intensified in emerging industrialized and less developed countries.
JAPANESE INVESTMENTS (AMT INTERNATIONAL INVESTMENTS). AMT International
Investments may invest a substantial portion of its assets in securities of
Japanese issuers. The performance of the Portfolio will therefore be
significantly affected by events affecting the Japanese economy and the exchange
rate between the Japanese yen and the U.S. dollar. Japan has recently
experienced a severe recession, including a decline in real estate values that
adversely affected the balance sheets of many financial institutions. The
effects of this economic downturn may be felt for a considerable period. Japan
is undergoing a period of political instability, which may undercut its ability
to resolve promptly trading disputes with the U.S. Japan is heavily dependent on
foreign oil. Japanese economic prospects may be affected by the political and
military situations of its near neighbors, notably North and South Korea, China
and Russia.
FOREIGN CORPORATE AND GOVERNMENT DEBT SECURITIES (AMT INTERNATIONAL
INVESTMENTS). The Series may invest up to 5% of its net assets in U.S.
dollar-denominated and non-U.S. dollar-denominated corporate and government debt
securities of foreign issuers. The Series may invest in debt securities of any
rating, including those rated below investment grade and unrated securities.
FOREIGN CURRENCY TRANSACTIONS (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). Each of these Series may enter into forward foreign currency
exchange contracts in order to protect against adverse changes in future foreign
currency exchange rates, to facilitate transactions in foreign securities and to
repatriate dividend income received in foreign currencies. A Series may enter
into contracts to purchase foreign currencies to protect against an anticipated
rise in the U.S. dollar price of securities it intends to purchase. A Series may
also enter into contracts to sell foreign
33
<PAGE>
currencies to protect against a decline in value of its foreign currency
denominated portfolio securities due to a decline in the value of foreign
currencies against the U.S. dollar. Contracts to sell foreign currency could
limit any potential gain which might be realized by a Series if the value of the
hedged currency increased.
A Series may also enter into forward foreign currency exchange contracts for
non-hedging purposes when the investment adviser anticipates that the foreign
currency will appreciate or depreciate in value, but securities denominated in
that currency do not present attractive investment opportunities and are not
held in the Series. A Series may also engage in cross-hedging by using forward
contracts in one currency to hedge against fluctuations in the value of
securities denominated in a different currency if the investment adviser
believes that there is a pattern of correlation between the two currencies.
If a Series enters into a forward currency exchange contract to sell foreign
currency, it may be required to place cash or high grade liquid debt securities
in a segregated account in an amount equal to the value of the Series' total
assets committed to the consummation of the forward contract. Although these
contracts can protect a Series from adverse exchange rates, they involve risk of
loss if N&B Management, and BNP-N&B Global for AMT International Investments,
fail to predict foreign currency values correctly.
PUT AND CALL OPTIONS, FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS (ALL
SERIES EXCEPT AMT LIQUID ASSET INVESTMENTS). Each of these Series may try to
reduce the risk of securities price changes (hedge) or generate income by
writing (selling) covered call options against securities held in its portfolio
having a market value not exceeding 10% of its net assets and may purchase call
options in related closing transactions. The purchaser of a call option acquires
the right to buy a portfolio security at a fixed price during a specified
period. The maximum price the seller may realize on the security during the
option period is the fixed price. The seller continues to bear the risk of a
decline in the security's price, although this risk is reduced by the premium
received for the option.
AMT Limited Maturity Bond, Government Income, and Balanced Investments also
may try to manage portfolio maturity by (1) entering into interest-rate futures
contracts traded on futures exchanges and (2) purchasing and writing options on
futures contracts.
AMT Limited Maturity Bond, Government Income, and Balanced Investments also
may write covered call options and purchase put options on debt securities in
their portfolios or on foreign currencies for hedging purposes or for the
purpose of producing income. Each of these Series will write call options on a
security or currency only if it holds that security or currency or has the right
to obtain the security or currency at no additional cost. These investment
practices involve certain risks, including price volatility and a high degree of
leverage. A Series may engage in transactions in futures contracts and related
options only as permitted by regulations of the Commodity Futures Trading
Commission.
AMT International Investments may enter into futures contracts and purchase
and sell options on such contracts on both the U.S. and foreign exchanges for
hedging and non-hedging purposes. AMT International Investments may (1) enter
into futures contracts on debt securities, interest rates, securities indices
and currencies and (2) purchase and write options on futures contracts.
AMT International Investments may purchase and write put and call options on
foreign currencies for the purpose of protecting against declines in the dollar
value of foreign portfolio securities and against increases in the U.S. dollar
cost of foreign securities to be acquired. The Series may also use options on
foreign currencies to cross-hedge. In addition, the Series may purchase call or
put options on currencies for non-hedging purposes when the investment adviser
expects that the currency will appreciate or depreciate in value, but the
securities denominated in that currency do not present attractive investment
opportunities and are not held in the Series. Options on foreign
34
<PAGE>
currencies to be written or purchased by the Series will be traded on U.S. and
foreign exchanges or over-the-counter. Options on foreign currencies which are
traded in the over-the-counter market may be considered to be illiquid
securities and subject to the restriction on illiquid securities. (See "Illiquid
Securities," above.)
To realize greater income than would be realized on portfolio securities
transactions alone, AMT International Investments may write call and put options
on any securities in which it may invest or options on any securities index
based on securities in which the Series may invest. The Series will not write a
call option on a security or currency unless it owns the underlying security or
currency or has the right to obtain it at no additional cost.
The writing and purchasing of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions including price volatility and a high
degree of leverage. AMT International Investments pays brokerage commissions or
spreads in connection with its options transactions, as well as for purchases
and sales of underlying securities or currency. The writing of options could
result in significant increases in the Series' turnover rate.
The primary risks in using put and call options, futures contracts and
options on futures contracts, and forward foreign currency contracts or options
on foreign currencies ("Hedging Instruments") are (1) imperfect correlation or
no correlation between changes in market value of the securities held by the
Series and the prices of the Hedging Instruments; (2) possible lack of a liquid
secondary market for Hedging Instruments and the resulting inability to close
out a Hedging Instrument when desired; (3) the fact that the skills needed to
use Hedging Instruments are different from those needed to select the Series'
securities; (4) the fact that, although use of these instruments for hedging
purposes can reduce the risk of loss, they also can reduce the opportunity for
gain, or even result in losses, by offsetting favorable price movements in
hedged investments; and (5) the possible inability of the Series to purchase or
sell a security at a time that would otherwise be favorable for it to do so, or
the possible need for the Series 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 these instruments. Futures, options and forward foreign currency
contracts are considered derivatives.
FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES (ALL SERIES EXCEPT AMT LIQUID
ASSET INVESTMENTS). In a when-issued transaction, a Series commits to purchase
securities in order to secure an advantageous price and yield at the time of the
commitment and pays for the securities when they are delivered at a future date
(generally within three months). If the seller fails to complete the sale, a
Series may lose the opportunity to obtain a favorable price and yield.
When-issued securities may decline or increase in value during the period from
the Series' investment commitment to the settlement of the purchase which may
magnify fluctuation in the Series' NAV.
INDEXED SECURITIES (AMT INTERNATIONAL, LIMITED MATURITY BOND, GOVERNMENT
INCOME AND BALANCED INVESTMENTS). Each of these Series may invest in indexed
securities whose value is linked to currencies, interest rates, commodities,
indices, or other financial indicators. Most indexed securities are
short-to-intermediate term fixed-income securities whose values at maturity or
interest rates rise or fall according to the change in one or more specified
underlying instruments. Indexed securities may be positively or negatively
indexed (i.e., their value may increase or decrease if the underlying instrument
appreciates), and may have return characteristics similar to direct investments
in the underlying instrument or to one or more options on the underlying
instrument. Indexed securities may be more volatile than the underlying
instrument itself.
REPURCHASE AGREEMENTS/SECURITIES LOANS (ALL SERIES). Each Series may enter
into repurchase agreements and lend securities from its portfolio. In a
repurchase agreement, a Series buys a security from a Federal Reserve member
bank (or with respect to AMT International Investments, from a foreign bank or
U.S. branch or agency of a foreign bank), or a securities dealer and
simultaneously agrees to sell it back at a higher price, at a specified date,
usually less than a week later. The underlying securities must fall within the
Series' investment policies and limitations (but not limitations as to
maturity). Each Series also may lend portfolio securities to banks, brokerage
firms, or institutional
35
<PAGE>
investors to earn income. Costs, delays or losses could result if the selling
party to a repurchase agreement or the borrower of portfolio securities becomes
bankrupt or otherwise defaults. N&B Management and, with respect to AMT
International Investments, BNP-N&B Global, monitors the creditworthiness of
sellers and borrowers.
REVERSE REPURCHASE AGREEMENTS (ALL SERIES) AND DOLLAR ROLLS (AMT LIMITED
MATURITY BOND, GOVERNMENT INCOME AND BALANCED INVESTMENTS). In a reverse
repurchase agreement, a Series sells securities and at the same time agrees to
repurchase the same securities at a later date at a fixed price. During the
period before the repurchase, the Series continues to receive principal and
interest payments on the securities. In a dollar roll, a Series sells securities
for delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type and coupon) securities on a specified future
date from the same party. During the period before the repurchase, the Series
forgoes principal and interest payments on the securities. The Series is
compensated by the difference between the current sales price and the forward
price for the future purchase (often referred to as the "drop"), as well as by
the interest earned on the cash proceeds of the initial sale. Reverse repurchase
agreements and dollar rolls may increase the fluctuation in the market value of
a Series' assets and are forms of leverage. N&B Management (or BNP-N&B Global
with respect to AMT International Investments) monitors the creditworthiness of
parties to reverse repurchase agreements and dollar rolls.
CONVERTIBLE SECURITIES (AMT INTERNATIONAL, PARTNERS, GROWTH AND BALANCED
INVESTMENTS). Each of these Series may invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock, or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. Many convertible securities are rated
below investment grade, or, are unrated.
MORTGAGE-BACKED SECURITIES (AMT LIQUID ASSET, LIMITED MATURITY BOND,
GOVERNMENT INCOME, AND BALANCED INVESTMENTS). Mortgage-backed securities
represent interests in, or are secured by and payable from, pools of mortgage
loans, including collateralized mortgage obligations. These securities may be
U.S. Government mortgage-backed securities, which are issued or guaranteed by a
U.S. Government agency or instrumentality (though not necessarily backed by the
full faith and credit of the United States), such as GNMA, FNMA and FHLMC
certificates. Other mortgage-backed securities are issued by private issuers,
generally originators of and investors in mortgage loans, including savings
associations, mortgage bankers, commercial banks, investment bankers, and
special purpose entities. These private mortgage-backed securities may be
supported by U.S. Government mortgage-backed securities or some form of
non-government credit enhancement. Mortgage-backed securities may have either
fixed or adjustable interest rates. Tax or regulatory changes may adversely
affect the mortgage securities market. In addition, changes in the market's
perception of the issuer may affect the value of mortgage-backed securities. The
rate of return on mortgage-backed securities may be affected by prepayments of
principal on the underlying loans, which generally increase as interest rates
decline; as a result, when interest rates decline, holders of these securities
normally do not benefit from appreciation in market value to the same extent as
holders of other non-callable debt securities. N&B Management determines the
effective life of mortgage-backed securities based on industry practice and
current market conditions. If N&B Management's determination is not borne out in
practice, it could positively or negatively affect the value of the Series when
market interest rates change. Increasing market interest rates generally extend
the effective maturities of mortgage-backed securities.
ASSET-BACKED SECURITIES (AMT LIQUID ASSET, LIMITED MATURITY BOND, GOVERNMENT
INCOME, AND BALANCED INVESTMENTS). Asset-backed securities represent interests
in, or are secured by and payable from pools of assets, such as consumer loans,
CARSSM ("Certificates for Automobile ReceivablesSM"), credit card receivable
securities, and installment loan contracts. Although these securities may be
supported by letters of credit or other credit enhancements,
36
<PAGE>
payment of interest and principal ultimately depends upon individuals paying the
underlying loans. The risk that recovery on repossessed collateral might be
unavailable, or inadequate to support payments on asset-backed securities is
greater than in the case of mortgage-backed securities.
OTHER INVESTMENT COMPANIES (AMT INTERNATIONAL INVESTMENTS). AMT
International Investments may invest up to 10% of its total assets in the shares
of other investment companies. Such investment may be the most practical or only
manner in which the Series can participate in certain foreign markets because of
the expenses involved or because vehicles for investing in certain countries may
not be available at the time the Series is ready to make an investment. As a
shareholder in an investment company, the Series would bear its pro rata share
of that investment company's expenses. Investment in investment companies may
involve the payment of substantial premiums above the value of such issuers'
portfolio securities. The Series does not intend to invest in such funds unless,
in the judgment of the investment adviser, the potential benefits of such
investment justify the payment of any applicable premium or sales charge.
OTHER INVESTMENTS (AMT PARTNERS, GROWTH, AND BALANCED INVESTMENTS). Although
each of these Series invests primarily in common stocks, except AMT Balanced
Investments (debt portion), when market conditions warrant each may invest in
preferred stocks, securities convertible into or exchangeable for common stocks,
U.S. Government and Agency Securities, investment grade debt securities, or
money market instruments, or may retain assets in cash or cash equivalents.
SHORT SELLING (AMT PARTNERS, GROWTH, BALANCED, AND INTERNATIONAL
INVESTMENTS). Each Series may attempt to limit exposure to a possible market
decline in the value of portfolio securities through short sales of securities
which the investment adviser believes possess volatility characteristics similar
to those being hedged and may use short sales in an attempt to realize gain. To
effect such a transaction, a Series will borrow a security from a brokerage firm
to make delivery to the buyer. A Series then is obligated to replace the
security borrowed by purchasing it at the market price at the time of
replacement. Until the security is replaced, a Series is required to pay to the
lender any accrued interest or dividend and may be required to pay a premium.
A Series will realize a gain if the security declines in price between the
date of the short sale and the date on which the Series replaces the borrowed
security. A Series will incur a loss if the price of the security increases
between those dates. The amount of any gain will be decreased, and the amount of
any loss increased, by the amount of any premium or interest the Series may be
required to pay in connection with a short sale. The successful use of short
selling may be adversely affected by imperfect correlation between movements in
the price of the security sold short and the securities being hedged. Short
selling may defer recognition of gains or losses into another tax period.
AMT Partners, Growth, Balanced and International Investments may make short
sales against-the-box, in which the Series sells short securities it owns or has
the right to obtain without payment of additional consideration.
SWAP AGREEMENTS (AMT GOVERNMENT INCOME INVESTMENTS). To help enhance the
value of its portfolio or manage its exposure to different types of investments,
the Series may enter into interest rate, currency, and mortgage swap agreements
and may purchase and sell interest rate "caps," "floors," and "collars."
In a typical interest rate swap agreement, one party agrees to make regular
payments equal to a floating interest rate on a specified amount (the "notional
principal amount") in return for payments equal to a fixed interest rate on the
same amount for a specified period. If a swap agreement provides for payment in
different currencies, the parties may also agree to exchange the notional
principal amount. Mortgage swap agreements are similar to interest rate swap
agreements, except the notional principal amount is tied to a reference pool of
mortgages.
In a cap or floor, one party agrees, usually in return for a fee, to make
payments under particular circumstances. For example, the purchaser of an
interest rate cap has the right to receive payments to the extent a specified
interest
37
<PAGE>
rate exceeds an agreed level; the purchaser of an interest rate floor has the
right to receive payments to the extent a specified interest rate falls below an
agreed level. A collar entitles the purchaser to receive payments to the extent
a specified interest rate falls outside an agreed range.
Swap agreements, including caps and floors, may involve leverage and may be
highly volatile; depending on how they are used, they may have a considerable
impact on the Series' performance. Swap agreements involve risks depending upon
the other party's credit-worthiness and ability to perform, as well as the
Series' ability to terminate its swap agreements or reduce its exposure through
offsetting transactions. Swap agreements may be illiquid. The swap market is
relatively new and is largely unregulated. Swap agreements are generally
considered "derivatives."
VARIABLE AND FLOATING RATE SECURITIES (AMT BALANCED, GOVERNMENT INCOME,
LIMITED MATURITY BOND AND LIQUID ASSET INVESTMENTS). Variable and floating rate
securities have interest rate adjustment formulas that help to stabilize their
market value. Many of these instruments carry a demand feature which permits a
Series to sell them during a determined time period at par value plus accrued
interest. The demand feature is often backed by a credit instrument, such as a
letter of credit, or by a creditworthy insurer. A Series may rely on such
instrument or the creditworthiness of the insurer in purchasing a variable or
floating rate security. For purposes of determining its dollar-weighted average
maturity, each Series calculates the remaining maturity of variable and floating
rate instruments as provided in Rule 2a-7 under the 1940 Act.
ZERO COUPON SECURITIES (ALL SERIES). Zero coupon securities do not pay
interest currently; instead, they are sold at a discount from their face value
and are redeemed at face value when they mature. Because zero coupon bonds do
not pay current income, their prices can be very volatile when interest rates
change. In calculating its daily income, a Series accrues a portion of the
difference between a zero coupon bond's purchase price and its face value.
MUNICIPAL OBLIGATIONS (AMT LIMITED MATURITY BOND AND BALANCED INVESTMENTS).
Municipal obligations are issued by or on behalf of states, the District of
Columbia, and U.S. territories and possessions and their political subdivisions,
agencies, and instrumentalities. The interest on municipal obligations is exempt
from federal income tax. Municipal obligations include "general obligation"
securities, which are backed by the full taxing power of a municipality, and
"revenue" securities, which are backed by the income from a specific project,
facility, or tax. Municipal obligations also include industrial development and
private activity bonds -- the interest on which may be a tax preference item for
purposes of the federal alternative minimum tax -- which are issued by or on
behalf of public authorities and are not backed by the credit of any
governmental or public authority. "Anticipation notes" are issued by
municipalities in expectation of future proceeds from the issuance of bonds, or
from taxes or other revenues, and are payable from those bond proceeds, taxes,
or revenues. Municipal obligations also include tax-exempt commercial paper,
which is issued by municipalities to help finance short-term capital or
operating requirements. Current efforts to restructure the federal budget and
the relationship between the federal government and state and local governments
may impact the financing of some issuers of municipal securities. Some states
and localities are experiencing substantial deficits and may find it difficult
for political or economic reasons to increase taxes. Both of these factors could
affect the ability of an issuer of municipal securities to meet its obligations.
RESTRICTED SECURITIES AND RULE 144A SECURITIES (ALL SERIES). The Series may
invest in restricted securities and Rule 144A securities. Restricted securities
cannot be sold to the public without registration under the Securities Act of
1933 ("1933 Act"). Unless registered for sale, these securities can be sold only
in privately negotiated transactions or pursuant to an exemption from
registration. Restricted securities are generally considered illiquid. Rule 144A
securities, although not registered, may be resold only to qualified
institutional buyers in accordance with Rule 144A under the 1933 Act.
Unregistered securities may also be sold abroad pursuant to Regulation S under
the 1933 Act. N&B Management (or BNP-N&B Global with respect to AMT
International Investments), acting pursuant to guidelines established by the
trustees of Managers Trust, may determine that some restricted securities are
liquid.
38
<PAGE>
USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION
Each Portfolio and its corresponding Series acknowledges that it is solely
responsible for all information or lack of information about that Portfolio and
Series in this Prospectus or in the SAI, and no other Portfolio or Series is
responsible therefor. The trustees of the Trust and of Managers Trust have
considered this factor in approving each Portfolio's and Series' use of a single
combined Prospectus and combined SAI.
39
<PAGE>
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
APPENDIX A TO PROSPECTUS
TOTAL RETURN ANALYSIS USING CONSTANT
ASSET ALLOCATION S&P "500"/2 YR.
U.S. TREASURY NOTES
1960 - 1994
<TABLE>
<CAPTION>
FIXED ASSET ALLOCATION COMPARISON TO 100%
S&P "500"/2 YR. TREASURY NOTES S&P "500" ALLOCATION
- - - - ------------------------------------------------------
<S> <C> <C>
100/0 (100% S&P
"500")
Return 10.06% 100.0%
Volatility 15.3% 100.0%
70/30
Return 9.33 92.74
Volatility 11.1 72.3
60/40
Return 9.05 89.96
Volatility 9.7 63.3
50/50
Return 8.74 86.88
Volatility 8.4 54.7
0/100
Return 6.90 68.59
Volatility 4.2 27.3
</TABLE>
40
<PAGE>
PART B
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION
Dated May 1, 1995
The Balanced Portfolio, Government Income Portfolio, Growth Portfolio,
International Portfolio, Limited Maturity Bond Portfolio, Liquid Asset
Portfolio and Partners Portfolio (each a Portfolio) of Neuberger & Berman
Advisers Management Trust (Trust) offer shares pursuant to a Prospectus dated
May 1, 1995 and invest all of their net investable assets in AMT Balanced
Investments, AMT Government Income Investments, AMT Growth Investments, AMT
International Investments, AMT Limited Maturity Bond Investments, AMT Liquid
Asset Investments and AMT Partners Investments (each a Series), respectively.
The Portfolios Prospectus provides the basic information that an investor
ought to know before investing. A copy of the Prospec-tus may be obtained,
without charge, by writing the Trust at 605 Third Avenue, 2nd Floor, New York,
NY 10158-0006.
This Statement of Additional Information ("SAI") is not a prospectus and
should be read in conjunction with the Prospectus.
No person has been authorized to give any information or to make any
representations not contained in the Prospectus or in this SAI in connection
with the offering made by the Prospectus, and, if given or made, such
information or representations must not be relied upon as having been
authorized by a Portfolio or its distri-butor. The Prospectus and this SAI do
not constitute an offering by a Portfolio or its distributor in any
jurisdiction in which such offering may not lawfully be made.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Page
----
INVESTMENT INFORMATION 1
Investment Policies and Limitations 2
Top-down approach to regional and country diversification 9
Bottom-up approach to security selection 9
Currency Risk Management - AMT International Investments 9
Additional Investment Information 15
CERTAIN RISK CONSIDERATIONS 46
PERFORMANCE INFORMATION 46
TRUSTEES AND OFFICERS 49
Substantial Shareholders 53
INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION SERVICES 54
Expense Reimbursement 58
Management and Control of N&B Management 58
Sub-Adviser 59
Investment Companies Advised 60
Management and Control of BNP-N&B Global 63
DISTRIBUTION ARRANGEMENTS 63
ADDITIONAL REDEMPTION INFORMATION 64
Suspension of Redemptions 64
DIVIDENDS AND OTHER DISTRIBUTIONS 64
ADDITIONAL TAX INFORMATION 65
Taxation of the Portfolios 65
Taxation of the Series 66
VALUATION OF PORTFOLIO SECURITIES 69
PORTFOLIO TRANSACTIONS 70
All Series (except AMT International Investments) 70
AMT International Investments 71
All Series 71
Portfolio Turnover 76
REPORTS TO SHAREHOLDERS 76
CUSTODIAN 76
INDEPENDENT AUDITORS 76
LEGAL COUNSEL 76
REGISTRATION STATEMENT 77
Appendix A A-1
RATINGS OF SECURITIES A-1
Appendix B B-1
ROY NEUBERGERS ALMANAC B-1
</TABLE>
INVESTMENT INFORMATION
Each Portfolio is a separate series of the Trust, a Delaware business
trust registered with the Securities and Exchange Commission ("SEC") as an
open-end management investment company. Each Portfolio seeks its investment
objective by investing all of its net investable assets in the corresponding
Series of Advisers Managers Trust ("Managers Trust"), which has an investment
objective identical to, and a name similar to, that of the Portfolio. Each
Series, in turn, invests in accordance with an investment objective, policies
and limitations identical to those of its corresponding Portfolio. (The Trust
and Managers Trust, which also is an open-end management investment company,
are together referred to below as the "Trusts.") All Series of Managers Trust,
except for AMT International Investments, are managed by Neuberger & Berman
Management Incorporated (N&B Management). AMT International Investments is
advised by BNP-N&B Global Asset Management L.P. (BNP-N&B Global), a company
jointly owned by Neuberger & Berman, L.P. (Neuberger & Berman) and Banque
Nationale de Paris (BNP).
The following information supplements the discussion in the Prospectus of
the investment objective, policies, and limitations of each Portfolio and
each Series. Unless otherwise specified, those investment policies and
limitations are not fundamental. However, although any investment policy or
limitation that is not fundamental may be changed by the trustees of the Trust
("Portfolio Trustees") or of Managers Trust ("Series Trustees") without
shareholder approval, each Portfolio intends to notify its shareholders before
implementing any material change in any non-fundamental policy or limitation.
The fundamental investment policies and limitations of a Portfolio or a
Series may not be changed without the approval of the lesser of (1) 67% of the
total units of beneficial interest ("shares") of the Portfolio or Series
represented at a meeting at which more than 50% of the outstanding Portfolio
or Series shares are represented or (2) a majority of the outstanding shares
of the Portfolio or Series. This vote is required by the Investment Company
Act of 1940 ("1940 Act") and is referred to in this SAI as a "1940 Act
majority vote." Whenever a Portfolio is called upon to vote on a change in
the investment objective or a fundamental investment policy or limitation of
its corresponding Series, the Portfolio casts its votes thereon in proportion
to the votes of its shareholders at a meeting thereof called for that purpose.
INVESTMENT POLICIES AND LIMITATIONS
Each Portfolio has the following fundamental investment policy, to enable
it to invest in its corresponding Series:
<PAGE>
Notwithstanding any other investment policy of the Portfolio, the Portfolio
may invest all of its net investable assets (cash, securities and receivables
relating to securities) in an open-end management investment company having
substantially the same investment objective, policies, and limitations as the
Portfolio.
All other fundamental investment policies and limitations, and the
non-fundamental investment policies and limitations, of each Portfolio and
its corresponding Series are identical. Therefore, although the following
discusses the investment policies and limitations of the Series, it applies
equally to their corresponding Portfolios. Because each Portfolio invests all
of its net investable assets in its corresponding Series, however, a Series'
investment policies and limitations govern the type of investments in which
the corresponding Portfolio has an indirect interest.
For purposes of the investment limitation on concentration in particular
industries, N&B Management identifies the issuer of a municipal obligation
that is not a general obligation note or bond on the basis of the obligations
characteristics. The most significant of these characteristics is the source
of funds for the payment of principal and interest on the obligation. If an
obligation is backed by an irrevocable letter of credit or other guarantee,
without which the obligation would not qualify for purchase under a Portfolios
quality restrictions, an issuer of the letter of credit or the guarantee is
considered an issuer of the obligation. If an obligation meets the quality
restrictions of AMT Limited Maturity Bond Investments and AMT Balanced
Investments without credit support, the Series treats the commercial developer
or the industrial user, rather than the governmental entity or the guarantor,
as the issuer of the obligation, even if the obligation is backed by a letter
of credit or other guarantee.
Except for the limitation on borrowing, any investment policy or
limitation that involves a maximum percentage of securities or assets will not
be considered to be violated unless the percentage limitation is exceeded
immediately after, and because of, a transaction by a Series.
The Series' fundamental investment policies and limitations are as
follows:
1. BORROWING. Each Series may not borrow money, except that a Series
may (i) borrow money from banks for temporary or emergency purposes and not
for leveraging or investment (except for AMT INTERNATIONAL INVESTMENTS which
may borrow for leveraging or investment, and AMT GOVERNMENT INCOME INVESTMENTS
which may borrow for any purpose, including to meet redemptions or increase
the amount available for investment) and (ii) enter into reverse repurchase
agreements for any purpose; provided that (i) and (ii) in combination do not
exceed 33-1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). If at any time
borrowings exceed 33-1/3% of the value of a Series' total assets, the Series
will reduce its borrowings within three days (excluding Sundays and holidays)
to the extent necessary to comply with the 33-1/3% limitation.
<PAGE>
2. COMMODITIES. Each Series may not purchase physical commodities or
contracts thereon, unless acquired as a result of the ownership of securities
or instruments, but this restriction shall not prohibit a Series from
purchasing futures contracts or options (including options on futures (and,
with respect to AMT INTERNATIONAL INVESTMENTS, foreign currencies and forward
contracts) but excluding options or futures contracts on physical commodities)
or from investing in securities of any kind.
3. DIVERSIFICATION. Each Series may not, with respect to 75% of the
value of its total assets, purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government, or any of its agencies
or instrumentalities) if, as a result, (i) more than 5% of the value of the
Series' total assets would be invested in the securities of that issuer or
(ii) the Series would hold more than 10% of the outstanding voting securities
of that issuer.
4. INDUSTRY CONCENTRATION. Each Series may not purchase any security
if, as a result, 25% or more of its total assets (taken at current value)
would be invested in the securities of issuers having their principal business
activities in the same industry. This limitation does not apply to purchases
of (i) the securities issued or guaranteed by the U.S. Government, or its
agencies or instrumentalities, (ii) investments by all Series (except AMT
PARTNERS INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS and AMT INTERNATIONAL
INVESTMENTS) in certificates of deposit or bankers acceptances issued by
domestic branches of U.S. banks, or (iii) investments by AMT GOVERNMENT INCOME
INVESTMENTS in mortgage- and asset-backed securities (regardless of whether
they are issued or guaranteed by the U.S. Government or its agencies or
instrumentalities). Mortgage- and asset-backed securities are considered to
be a single industry.
5. LENDING. Each Series may not lend any security or make any other
loan if, as a result, more than 33-1/3% of its total assets (taken at current
value) would be lent to other parties, except in accordance with its
investment objective, policies, and limitations, (I) through the purchase of a
portion of an issue of debt securities or (ii) by engaging in repurchase
agreements.
6. REAL ESTATE. (ALL SERIES EXCEPT AMT INTERNATIONAL INVESTMENTS). Each
Series may not purchase real estate unless acquired as a result of the
ownership of securities or instruments, but this restriction shall not
prohibit a Series from purchasing securities issued by entities or investment
vehicles that own or deal in real estate or interests therein, or instruments
secured by real estate or interests therein.
(AMT INTERNATIONAL INVESTMENTS). The Series may not invest any part of
its total assets in real estate or interests in real estate unless acquired as
a result of the ownership of securities or instruments, but this restriction
shall not prohibit the Series from purchasing readily marketable securities
issued by entities or investment vehicles that own or deal in real estate or
interests therein or instruments secured by real estate or interests therein.
<PAGE>
7. SENIOR SECURITIES. Each Series may not issue senior securities,
except as permitted under the 1940 Act.
8. UNDERWRITING. Each Series may not underwrite securities of other
issuers, except to the extent that a Series, in disposing of portfolio
securities, may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 ("1933 Act").
For purposes of fundamental investment limitation number 3 above, as
applied to AMT GOVERNMENT INCOME INVESTMENTS, mortgage- and asset-backed
securities will not be considered to have been issued by the same issuer
because they have the same sponsor, and such securities issued by a finance or
other single purpose subsidiary of a corporation that are not guaranteed by
the parent corporation will be considered to be issued by an issuer separate
from the parent corporation.
The following non-fundamental investment policies and limitations apply
to the Series:
1. BORROWING. (ALL SERIES EXCEPT AMT GOVERNMENT INCOME INVESTMENTS AND
AMT INTERNATIONAL INVESTMENTS). Each Series may not purchase securities if
outstanding borrowings, including any reverse repurchase agreements, exceed 5%
of its total assets.
2. LENDING. Except for the purchase of debt securities and engaging in
repurchase agreements, each Series may not make any loans other than
securities loans.
3. INVESTMENTS IN OTHER INVESTMENT COMPANIES. (AMT PARTNERS
INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS, AND AMT INTERNATIONAL
INVESTMENTS). Each Series may not purchase securities of other investment
companies, except to the extent permitted by the 1940 Act and in the open
market at no more than customary brokerage commission rates. This limitation
does not apply to securities received or acquired as dividends, through offers
of exchange, or as a result of a reorganization, consolidation, or merger.
4. MARGIN TRANSACTIONS. Each Series may not purchase securities on
margin from brokers, except that a Series may obtain such short-term credits
as are necessary for the clearance of securities transactions. For all Series
except AMT LIQUID ASSET INVESTMENTS, margin payments in connection with
transactions in futures contracts and options on futures contracts shall not
constitute the purchase of securities on margin and shall not be deemed to
violate the foregoing limitation.
5. SHORT SALES. (AMT LIQUID ASSET INVESTMENTS , AMT GROWTH INVESTMENTS,
AMT BALANCED INVESTMENTS, AMT LIMITED MATURITY BOND INVESTMENTS, AND AMT
PARTNERS INVESTMENTS). Each Series may not sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold (or, in the case of AMT BALANCED INVESTMENTS and AMT
GROWTH INVESTMENTS, not more than 10% of the Series net assets (taken at
current value) is held as collateral for such sale at any
<PAGE>
one time). Transactions in futures contracts and options shall not constitute
selling securities short.
(AMT GOVERNMENT INCOME INVESTMENTS). The Series may not sell securities
short, unless it covers the short sale as required by current rules or
positions of the Securities and Exchange Commission and its staff, provided
that the Series may not sell securities short if (i) the dollar amount of the
short sales would exceed 5% of its net assets or (ii) the value of securities
of an issuer sold short by the Series would exceed the lesser of 2% of the
Series net assets or 2% of a class of the issuers outstanding securities.
Transactions in futures contracts and options shall not constitute selling
securities short.
(AMT INTERNATIONAL INVESTMENTS). The Series will not engage in a short
sale (except a short sale against-the-box), if, as a result, the dollar amount
of all short sales will exceed 25% of its net assets, or if, as a result, the
value of securities of any one issuer in which the Series would be short will
exceed 2.0% of the value of the Series net assets or 2.0% of the securities of
any class of any issuer. Transactions in forward foreign currency contracts,
futures contracts and options are not considered short sales.
6. OWNERSHIP OF PORTFOLIO SECURITIES BY OFFICERS AND TRUSTEES. (FOR ALL
SERIES, EXCEPT AMT INTERNATIONAL INVESTMENTS). Each Series may not purchase
or retain the securities of any issuer if, to the knowledge of the Series
management, those officers and trustees of the Trusts and officers and
directors of N&B Management who each own individually more than of 1% of the
outstanding securities of such issuer, together own more than 5% of such
securities.
(AMT INTERNATIONAL INVESTMENTS). The Series may not purchase or retain
the securities of any issuer if, to the knowledge of the Series' Investment
Adviser, those officers and trustees of the Trusts and officers and directors
of BNP-N&B Global who each own individually more than 1/2 of 1% of the
outstanding securities of such issuer, together own more than 5% of such
securities.
7. UNSEASONED ISSUERS. Each Series may not purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than 5%
of the Series' total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation. For AMT GOVERNMENT INCOME INVESTMENTS, this
restriction does not apply to mortgage- and asset-backed securities.
8. ILLIQUID SECURITIES. Each Series may not purchase any security if,
as a result, more than 10% of its net assets would be invested in illiquid
securities. Illiquid securities include securities that cannot be sold within
seven days in the ordinary course of business for approximately the amount at
which the Series has valued the securities, such as repurchase agreements
maturing in more than seven days.
<PAGE>
9. RESTRICTED SECURITIES. (AMT INTERNATIONAL INVESTMENTS). The Series
may not purchase a security restricted as to resale if, as a result thereof,
more than 10% of the Series' total assets would be invested in restricted
securities. Securities that can be sold freely in the principal market in
which they are traded are not considered restricted, even if they cannot be
sold in the U.S.
10. WARRANTS. (AMT INTERNATIONAL INVESTMENTS). The Series may not
invest more than 5% of its net assets in warrants, whether or not such
warrants are listed on the New York Stock Exchange ("NYSE") or the American
Stock Exchange ("AmEx"), or more than 2% of its net assets in unlisted
warrants. For purposes of this limitation, warrants are valued at the lower of
cost or market value and warrants acquired by the Series in units or attached
to securities are deemed to be without value, even if the warrants are later
separated from the unit.
11. OIL AND GAS PROGRAMS. (AMT PARTNERS INVESTMENTS, AMT GOVERNMENT
INCOME INVESTMENTS, AMT INTERNATIONAL INVESTMENTS). Each Series may not
invest in participations or other direct interests in oil, gas, or other
mineral leases or exploration or development programs, (but each of AMT
PARTNERS INVESTMENTS and AMT INTERNATIONAL INVESTMENTS may purchase securities
of companies that own interests in any of the foregoing).
12. REAL ESTATE. (AMT GOVERNMENT INCOME INVESTMENTS AND AMT
INTERNATIONAL INVESTMENTS). Each Series may not invest in real estate limited
partnerships.
13. INVESTMENTS IN ANY ONE ISSUER. (AMT GOVERNMENT INCOME INVESTMENTS).
The Series may not purchase the securities of any one issuer (other than
securities issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities) if, as a result, more than 5% of the Series total assets
would be invested in the securities of that issuer.
(AMT INTERNATIONAL INVESTMENTS). At the close of each quarter of the
Series' taxable year, (i) no more than 25% of its total assets will be
invested in the securities of a single issuer, and (ii) with regard to 50% of
its total assets, no more than 5% of its total assets will be invested in the
securities of a single issuer. These limitations do not apply to U.S.
government securities, as defined for tax purposes.
14. PUTS, CALLS, STRADDLES, OR SPREADS. (AMT PARTNERS INVESTMENTS).
The Series may not invest in puts, calls, straddles, spreads, or any
combination thereof, except that the Series may (i) write (sell) covered call
options against portfolio securities having a market value not exceeding 10%
of its net assets and (ii) purchase call options in related closing
transactions. The Series does not construe the foregoing limitation to
preclude it from purchasing or writing options on futures contracts.
<PAGE>
15. FOREIGN SECURITIES. (AMT PARTNERS INVESTMENTS). The Series may not
invest more than 10% of the value of its total assets in securities of foreign
issuers, provided that this limitation shall not apply to foreign securities
denominated in U.S. dollars.
RATING AGENCIES. As discussed in the Prospectus, each Series may
purchase securities rated by Standard & Poors Ratings Group (S&P), Moodys
Investors Service, Inc. (Moodys), or any other nationally recognized
statistical rating organization (NRSRO). The ratings of an NRSRO represent
its opinion as to the quality of securities it undertakes to rate. Ratings
are not absolute standards of quality; consequently, securities with the same
maturity, coupon, and rating may have different yields. Among the NRSROs, the
Series rely primarily on ratings assigned by S&P and Moodys, which are
described in Appendix A to this SAI.
INTERNATIONAL INVESTING - AMT INTERNATIONAL INVESTMENTS. Equity
portfolios consisting solely of domestic investments have not enjoyed the
higher returns foreign opportunities can offer. For more than thirty years,
for example, the growth rate of many foreign economies has outpaced that of
the U.S. While the U.S. accounted for almost 66% of the world's total
securities market capitalization in 1970, it accounted for less than 45% of
that total at the end of 1993 - or less than half of the world's available
stocks and bonds today (source: Morgan Stanley Capital International).
Over time, a number of international equity markets have outperformed
their U.S. counterparts. Although there are no guarantees, foreign markets
could continue to provide attractive investment opportunities.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
AVERAGE ANNUAL TOTAL RETURN FOR 10 YEARS 1
U.S.A. ________________14.28%
Australia _________________15.97%
Norway __________________16.03%
Japan ___________________ 16.86%
United Kingdom ____________________ 17.73%
Germany _____________________18.73%
Spain _______________________ 20.05%
France ________________________20.83%
Belgium ____________________________24.90%
Hong Kong ______________________________26.50%
______________________________________________________________________
0.00% 10.00% 20.00% 30.00% 40.00%
</TABLE>
<PAGE>
Source: Lipper Analytical Services, Inc. For the period ended 12/31/94.
Average annual total returns are measured in U.S. dollars and include changes
in share price, dividends paid and the gross effect of reinvesting dividends.
In some years, the average of international markets has underperformed that of
the U.S. market. The foreign countries shown above were selected from the
Morgan Stanley Capital International Europe, Australia, Far East (EAFE) Index,
which is an unmanaged index of non-U.S. equity market performance. The
average annual total return of the EAFEIndex was 17.89% for the ten-year
period. This chart reflects the past performance of the U.S. and major
non-U.S. stock markets and is not representative of future performance of
those markets and is not intended to represent past or future performance of
the Portfolio. EAFE is the property of Morgan Stanley & Co. Incorporated.
In addition, according to Morgan Stanley Capital International, the leading
companies in any given sector are not always U.S.-based. For example, 22 of
the largest 25 automobile companies are based outside the U.S. as are 20 of
the top 25 banks.
A principal advantage of investing overseas is diversification. A
diversified portfolio gives investors the opportunity to pursue increased
overall return while reducing risk. It is prudent to diversify by taking
advantage of investment opportunities in more than one country's stock or bond
market. By investing in several countries through a worldwide portfolio,
investors can lower their exposure and vulnerability to weakness in any one
market. Investors should be aware, however, that international investing is
not a guarantee against market risk and may be affected by economic factors
described in the Prospectus, such as the prospects of individual companies,
and other risks such as currency fluctuations or controls, expropriation,
nationalization and confiscatory taxation.
Furthermore, for the individual investor, buying foreign stocks and bonds
can be difficult, involving many decisions. Accessing international markets
is complicated; few individuals have the time or resources to thoroughly
evaluate foreign companies and markets, or the ability to incur the high
transaction costs of direct investment in such markets. A mutual fund
investing in foreign securities offers an investor broad diversification at a
relatively low cost.
AMT International Investments invests primarily in equity securities of
companies located in developed foreign economies, as well as in the "emerging
markets." In all cases the investment process of the Series' Investment
Adviser includes a combination of "top-down country allocation" and "bottom-up
security selection."
<PAGE>
TOP-DOWN APPROACH TO REGIONAL AND COUNTRY DIVERSIFICATION
BNP-N&B Global uses extensive economic research to identify countries
that offer attractive investment opportunities, by analyzing factors such as
Gross Domestic Product growth rates, interest rate trends, and currency
exchange rates. Market valuations, combined with correlation and volatility
comparisons, provide BNP-N&B Global with a target allocation across 20 or more
countries.
BOTTOM-UP APPROACH TO SECURITY SELECTION
BNP-N&B Global's value-driven style seeks out attractively priced issues,
by concentrating on criteria such as a low price-to-earnings ratio relative to
earnings growth rate, balance sheet strength, low price to cash flow, and
management quality. Typically, over 100 individual issues will comprise the
portfolio. The portfolio will be comprised of medium- to large -
capitalization companies in relation to each individual national market.
CURRENCY RISK MANAGEMENT - AMT INTERNATIONAL INVESTMENTS
Exchange rate movements and volatility are important factors in
international investing. BNP-N&B Global believes in actively managing the
Series' currency exposure, in an effort to capitalize on foreign currency
trends and to reduce overall portfolio volatility. Currency risk management
is performed separately from equity analysis. BNP-N&B Global intends to use a
combination of economic analysis to guide the Series' longer-term posture and
quantitative trend analysis to assist in timing decisions with respect to
whether (or when) to invest in instruments denominated in a particular foreign
currency, or whether or when to hedge particular foreign currencies in which
liquid foreign exchange markets exist.
AN INTERVIEW WITH FELIX ROVELLI, PORTFOLIO MANAGER OF AMT INTERNATIONAL
INVESTMENTS
Q: Why should investors allocate a portion of their assets to
international markets?
A: First, an investor who does not invest internationally misses out on
more than two-thirds of the world's potential investment opportunities. The
U.S. stock market today represents less than one-half of the world's stock
market capitalization, and the U S. portion continues to shrink as other
countries around the world introduce or expand the size of their equity
markets. Privatizations of government-owned corporations, initial public
offerings, and the occasional creation of official stock exchanges in emerging
economies, continuously present new opportunities for capital in an expanding
global market.
Second, many foreign economies are in earlier stages of development than
ours and are growing fast. Economic growth can often mean potential for
investment growth.
<PAGE>
Finally, international investing helps an investor increase
diversification and can reduce risk. Domestic and foreign markets generally
do not all move in the same direction, so gains in one market may offset
losses in another.
Q: Does international investing involve special risks?
A: Currency risk is one important risk presented by international
investing. Fluctuations in exchange rates can either add to or reduce an
investor's returns, a fact that anyone who invests in foreign markets should
keep in mind.
Other risks include, but are not limited to, greater market volatility,
less government supervision and availability of public information and the
possibility of adverse economic or political developments. The special risks
of foreign investing are discussed in greater detail in the Prospectus.
Q: What are some of the advantages of investing in an international
fund?
A: An international mutual fund can be a convenient way to invest
internationally and diversify assets among several markets to reduce risk.
Additionally, the considerable burden of obtaining timely, accurate and
comprehensive information about foreign economies and securities is left to
seasoned professional managers.
Q: What is your investment approach?
A: BNP-N&B Global seeks to capitalize on investments in countries where
positive economic and political factors are likely to produce above-average
returns. Studies have shown that the allocation of assets among countries
is typically the most important factor contributing to portfolio
performance. BNP-N&B Global believes that in the long term, a nation's
economic growth and the performance of its equity market are highly
correlated. Therefore, BNP-N&B Global will continuously evaluate the global
economic outlook as well as individual country data to guide country
allocation. Our process also leads to diversification across many countries,
typically 20 or more, in an effort to limit total portfolio risk.
BNP-N&B Global strives to invest in companies within the selected
countries that are in the best position to capitalize on such positive
developments or companies that are most attractively valued. BNP-N&B Global
will usually include in the Series' investments the securities of
large-capitalization companies in relation to each individual national market,
as well as securities of faster-growing, medium-sized companies that offer
potentially higher returns but are often associated with higher risk.
The criteria for security selection focuses on companies with leadership
in specific markets or niches within specific industries, which appear to
exhibit positive fundamentals, and seem undervalued relative to their earnings
potential or the worth of their assets. Typically, in emerging markets,
BNP-N&B Global will invest in relatively large, established companies which
BNP-N&B Global believes possess the managerial, financial, and marketing
strength to exploit successfully the growth of a dynamic economy. In more
developed markets, such as Europe and Japan, the Series may invest to a higher
degree in medium-sized companies. Medium-sized companies can often provide
above average growth, and are less followed by market analysts, a fact that
sometimes leads to inefficient valuation.
Finally, BNP-N&B Global will strive to limit total portfolio volatility
and increase returns by selectively hedging the Series' foreign currency
exposure in times when BNP-N&B Global expects the U.S. Dollar to strengthen.
Q: How do you perceive the current outlook?
A: There is still an abundance of exciting investment opportunities
around the world. Many equity markets still have -not reached the maturity
stage of the U.S. market and have much more room to grow. There are new
markets opening up to foreign investments and many changes are occurring in
markets where equity investments have traditionally commanded less attention
than fixed-income securities.
In addition, it appears that both Europe and Japan are currently at the
bottom of their economic cycles. In many economies, the current recession
has been the most severe of all recessions in the last five decades. With
global inflation still in check, many economies should continue to have lower
interest rates, which, coupled with a forecast of recovery in profits, could
positively impact stock market returns.
MARGARET DIDI WEINBLATT AND STEPHEN A. WHITE: PORTFOLIO MANAGERS OF AMT
LIMITED MATURITY BOND INVESTMENTS, AMT BALANCED INVESTMENTS (DEBT SECURITIES
PORTION), AND AMT GOVERNMENT INCOME INVESTMENTS.
Investors are accustomed to thinking of yield or interest rate figures as
the same as total return on their investment, because savings accounts,
conventional money market funds, and CDs do indeed return the stated yield.
But bond funds are different -- bonds not only pay interest, they also
fluctuate in value. For example, a decline in prevailing levels of interest
rates generally increases the value of debt securities in a bond funds
portfolio, while an increase in rates usually reduces the value of those
securities. As a result, interest rate fluctuations will affect a funds net
asset value (and total return) but not the income received by the fund from
its portfolio securities. Both the yield and risk to principal usually
increase as the maturity of the bond increases.
So looking at yield alone carries high risk because the highest yielding
bonds historically tend to be the ones with the longest maturities. The risk
to principal in these bonds can be nearly as great as the risk in stocks and
may not produce the same reward.
<PAGE>
What advice does Ms. Theresa Havell, the manager of the Fixed Income
Group of Neuberger & Berman, have for investors seeking the highest returns on
their fixed income investments? Look beyond interest rates to total return,
she states unequivocally. Total return includes the yield from the bond and
the increase or decrease in the market value (price) of the bond.
Once you consider the risk to principal, then total return is the only
concept that can measure what you are actually earning from your fixed income
securities, Ms. Havell says.
The Limited Maturity Bond Portfolio is intended for investors who seek
the highest current income with less net asset value fluctuations from
interest rate changes than that of a longer-term bond fund. Both the yield
and risk to principal usually increase as the maturity of the bond increases.
The Portfolios corresponding Series provides active fixed income portfolio
management through investment in securities with an average weighted portfolio
maturity of no longer than five years. Studies of bond returns have shown
total returns were best in bonds having maturities of two to five years.
These limited maturity bonds have historically provided the best value in the
bond market and outperformed both shorter- and longer-term securities.
Bonds of two-to-five year maturities have yields that have historically
captured up to 95% of yields of longer bonds, but with substantially less
price volatility, Ms. Havell explains. Thats why studies show that limited
maturity bonds may provide the best value in the bond market.
Fixed income securities should preserve capital and provide the highest
total return consistent with preservation of capital, says Ms. Weinblatt,
manager of AMT Limited Maturity Bond Investments.
From time to time, however, due to changes in monetary and fiscal
policies, the government bond yield curve may tilt steeply, causing
longer-term bonds to offer significantly higher yields than shorter- or
intermediate-term bonds. At such times, investors may be rewarded with higher
returns by investing in longer-term bonds, either directly or through a fund
such as the Government Income Portfolio, says Mr. White, manager of AMT
Government Income Investments.
The Government Income Portfolio is designed for investors who seek a
higher level of income and total return than money market or
short-to-intermediate bond funds generally provide and are willing to accept
more principal fluctuation in order to achieve that objective. N&B Management
follows a flexible investment strategy depending on market conditions and
interest rate trends. This opportunistic strategy looks aggressively for
opportunities to maximize income and total return by adjusting the maturity to
take maximum advantage of interest rates. The Government Income Portfolio may
be a suitable complement to lower risk, lower return bond funds and a
complement to an equity fund portfolio. On a risk level, longer-term bonds
have a standard deviation between common stocks (represented by the S&P 500"
Composite Stock Price Index (S&P 500
<PAGE>
Index)) and intermediate-term 5-year U.S. Treasury Bonds. Standard deviation
is a statistical measure of the degree to which the value of an individual
security may vary (or deviate) from the mean.
At times, N&B Management may use the concept of duration when describing
the investment program of AMT Government Income Investments. As Mr. White
explains, duration is a measure of the expected life of a fixed income
security and is an indicator of a securitys price volatility or risk
associated with changes in interest rates. Whereas a debt securitys term to
maturity measures only the time until the final payment thereon is made, its
duration also takes into account the present value of each payment thereunder
expected to be received through maturity.
MARK R. GOLDSTEIN, PORTFOLIO MANAGER OF AMT GROWTH INVESTMENTS.
The investment objective of AMT Growth Investments is capital
appreciation, without regard to income. The Series differs from the other
Series in its willingness to invest in stocks with price/earnings ratios or
price-to-cash-flow ratios that are reasonable relative to a companys growth
prospects and that of the general market, says Mark Goldstein, its portfolio
manager. Mr. Goldstein has consistently followed this approach as a portfolio
manager at N&B Management. He looks for stocks of financially sound companies
with a special market capability, a competitive advantage or product that
makes them particularly attractive over the long term, but likes to purchase
them at a reasonable price relative to their growth rates. Mr. Goldstein
calls this approach GARP -- growth at a reasonable price. An investor
shouldnt try to beat the market by trading funds like stocks. The hardest
thing to do -- but the best thing to do -- is to put in some money when the
market is down and keep it there. Thats how one really builds wealth over the
long term -- a mutual fund is a great long-term investment.
We view value both on a relative and an absolute basis, so we may buy
stocks with somewhat higher multiples than the other Series, Mr. Goldstein
explains. We also tend to stay more fully invested when we think the market
is attractive for quality growth companies. But we will get out of stocks
into cash when we think there are no reasonable values available.
MICHAEL M. KASSEN, CO-MANAGER OF AMT PARTNERS INVESTMENTS
The investment objective of AMT Partners Investments is capital growth,
says its co-manager Michael Kassen. We want to make money in good markets and
not give up those gains during rough times.
Our investors seek consistent performance and have a moderate risk
tolerance. They do know, however, that stock investments can provide the
long-term upside potential essential to meeting their long-term investment
goals, particularly a comfortable retirement and planning for a college
education.
<PAGE>
We look for stocks that are undervalued in the market-place: stocks with
strong fundamentals such as low price-to-earnings ratios, consistent cash
flow, and support from asset values. If the market goes down, those stocks we
elect to hold, historically, go down less.
Mr. Kassen monitors stocks of medium-sized companies that often are not
closely scrutinized by other investors. He researches these companies in
order to determine if they will produce a new product, become an acquisition
target, or undergo a financial restructuring. Mr. Kassen also focuses on
companies that dominate certain markets because market leaders tend to earn
higher levels of profits.
ADDITIONAL INVESTMENT INFORMATION
Some or all of the Series, as indicated below, may make the following
investments, among others although they may not buy all of the types of
securities, or use all of the investment techniques, that are described.
REPURCHASE AGREEMENTS. (ALL SERIES). Repurchase agreements are
agreements under which a Series purchases securities from a bank that is a
member of the Federal Reserve System (or with respect to AMT International
Investments, from a foreign bank or a U.S. branch or agency of a foreign
bank), or a securities dealer, that agrees to repurchase the securities from
the Series at a higher price on a designated future date. Repurchase
agreements generally are for a short period of time, usually less than a week.
No Series will enter into a repurchase agreement with a maturity of more than
seven business days if, as a result, more than 10% of the value of its net
assets would then be invested in such repurchase agreements and other illiquid
securities. A Series will enter into a repurchase agreement only if (1) the
underlying securities are of the type (excluding maturity limitations) that
the Series' investment policies and limitations would allow it to purchase
directly, (2) the market value of the underlying securities, including accrued
interest, at all times equals or exceeds the value of the repurchase
agreement, and (3) payment for the underlying securities is made only upon
satisfactory evidence that the securities are being held for the Series'
account by the custodian or a bank acting as the Series' agent.
SECURITIES LOANS. (ALL SERIES). In order to realize income, each Series
may lend portfolio securities with a value not exceeding 33-1/3% of its total
assets to banks, brokerage firms, or institutional investors judged
creditworthy by N&B Management, or with respect to AMT International
Investments, BNP-N&B Global. Borrowers are required continuously to secure
their obligations to return securities on loan from the Series by depositing
collateral, which will be marked to market daily, in a form determined to be
satisfactory by the Series Trustees and equal to at least 100% of the market
value of the loaned securities, which will also be marked to market daily.
N&B Management (and with respect to AMT International Investments, BNP-N&B
Global) believes the risk of loss on these transactions is slight because, if
a borrower were to default for any reason, the collateral should satisfy the
obligation. However, as with other extensions of secured credit, loans of
portfolio securities involve some risk of loss of rights in the collateral
should the borrower fail financially.
RESTRICTED SECURITIES AND RULE 144A SECURITIES. (ALL SERIES). Each
Series may invest in restricted securities, which are securities that may not
be sold to the public without an effective registration statement under the
1933 Act or, if they are unregistered, may be sold only in a privately
negotiated transaction or pursuant to an exemption from registration. In
recognition of the increased size and liquidity of the institutional markets
for unregistered securities and the importance of institutional investors in
the formation of capital, the SEC has adopted Rule 144A under the 1933 Act,
which is designed to further facilitate efficient trading among institutional
investors by permitting the sale of certain unregistered securities to
qualified institutional buyers. To the extent privately placed securities
held by a Series qualify under Rule 144A, and an institutional market develops
for those securities, the Series likely will be able to dispose of the
securities without registering them under the 1933 Act. To the extent that
institutional buyers become, for a time, uninterested in purchasing these
securities, investing in Rule 144A securities could have the effect of
increasing the level of a Series illiquidity. N&B Management (or with respect
to AMT International Investments, BNP-N&B Global), acting under guidelines
established by the Series Trustees, may determine that certain securities
qualified for trading under Rule 144A are liquid. Foreign securities that can
be freely sold in the markets in which they are principally traded are not
considered by a Series to be restricted. Regulation S under the 1933 Act
permits the sale abroad of securities that are not registered for sale in the
U.S.
Where registration is required, a Series may be obligated to pay all or
part of the registration expenses, and a considerable period may elapse
between the decision to sell and the time the Series may be permitted to sell
a security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, the Series might obtain a
less favorable price than prevailed when it decided to sell. To the extent
privately placed securities, including Rule 144A securities, are illiquid,
purchases thereof will be subject to each Series' 10% limit on investments in
illiquid securities. Restricted securities for which no market exists are
priced at fair value as determined in accordance with procedures approved and
periodically reviewed by the Series Trustees.
REVERSE REPURCHASE AGREEMENTS. (ALL SERIES). A reverse repurchase
agreement involves a Series' sale of portfolio securities subject to its
agreement to repurchase the securities at a later date for a fixed price
reflecting a market rate of interest; these agreements are considered
borrowings for purposes of each Series' investment limitations and policies
concerning borrowings. While a reverse repurchase agreement is outstanding, a
Series will maintain with its custodian in a segregated account cash, U.S.
Government or Agency Securities, or other liquid, high-grade debt securities,
marked to market daily, in an amount at least equal to the Series' obligations
under the agreement. There is a risk that the contra-party to a reverse
repurchase agreement will be unable or unwilling to complete the transaction
as scheduled, which may result in losses to the Series.
<PAGE>
BANKING AND SAVINGS INSTITUTION SECURITIES. (AMT LIQUID ASSET
INVESTMENTS, AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME
INVESTMENTS AND AMT BALANCED INVESTMENTS). Each of these Series may invest in
banking and savings institution obligations, which include CDs, time deposits,
bankers' acceptances, and other short-term debt obligations issued by
commercial banks and CDs, time deposits, and other short-term obligations
issued by savings institutions. CDs are receipts for funds deposited for a
specified period of time at a specified rate of return; time deposits
generally are similar to CDs, but are uncertificated; and bankers' acceptances
are time drafts drawn on commercial banks by borrowers, usually in connection
with international commercial transactions. The CDs, time deposits, and
bankers' acceptances in which a Series invests typically are not covered by
deposit insurance.
These Series may invest in securities issued by a commercial bank or
savings institution only if (1) the bank or institution has total assets of at
least $1,000,000,000, (2) the bank or insti-tution is on N&B Management's
approved list, (3) in the case of a U.S. bank or institution, its deposits are
insured by the Federal Deposit Insurance Corporation, and (4) in the case of a
foreign bank or institution, the securities are, in N&B Management's opinion,
of an investment quality comparable with other debt securities that may be
purchased by the Series. These limitations do not prohibit investments in
securities issued by foreign branches of U.S. banks that meet the foregoing
requirements. These Series (except AMT Government Income Investments) do not
currently intend to invest in any security issued by a foreign savings
institution.
LEVERAGE. (AMT INTERNATIONAL INVESTMENTS AND AMT GOVERNMENT INCOME
INVESTMENTS). Each of these Series may make investments when borrowings are
outstanding. Leveraging a Series creates an opportunity for increased net
income but, at the same time, creates special risk considerations. For
example, leveraging may exaggerate changes in the net asset value of Portfolio
shares and in the Portfolio's yield. Although the principal of such
borrowings will be fixed, a Series's assets may change in value during the
time the borrowing is outstanding. Leveraging will create interest expenses
for a Series which can exceed the income from the assets retained. To the
extent the income derived from securities purchased with borrowed funds
exceeds the interest a Series will have to pay, the Series' net income will be
greater than it would be if leveraging were not used. Conversely, if the
income from the assets retained with borrowed funds is not sufficient to cover
the cost of leveraging, the net income of the Series will be less than if
leveraging were not used, and therefore the amount available for distribution
to stockholders as dividends will be reduced. Reverse repurchase agreements
which a Series does not fully collateralize create leverage, a speculative
factor, and will also be considered as borrowings for purposes of the Series'
investment limitations.
Generally, each of these Series does not intend to use leverage for
investment purposes. AMT International Investments may, however, use leverage
to purchase securities needed to close out short sales entered into for
hedging purposes and to facilitate other hedging transactions.
<PAGE>
FOREIGN SECURITIES. (ALL SERIES). Each of the Series may invest in U.S.
dollar-denominated securities issued by foreign issuers (including
governments, quasi-governments and, with respect to AMT International
Investments, banks) and foreign branches of U.S. banks, including negotiable
CDs, commercial paper and, with respect to AMT International Investments,
bankers acceptances. These investments are subject to each Series quality
and, in the case of each fixed income Series, their maturity standards.
While investments in foreign securities are intended to reduce risk by
providing further diversification (with respect to all Series but AMT
International Investments), such investments involve sovereign and other
risks, in addition to the credit and market risks normally associated with
domestic securities. These additional risks include the possibility of
adverse political and economic developments (including political instability)
and the potentially adverse effects of unavailability of public information
regarding issuers, reduced governmental supervision regarding financial
markets, reduced liquidity of certain financial markets, and the lack of
uniform accounting, auditing, and financial standards or the application of
standards that are different or less stringent than those applied in the U.S.
Each Series (except AMT Liquid Asset Investments) may invest in equity
(except AMT Government Income Investments and AMT Limited Maturity Bond
Investments), debt, or other income-producing securities (of issuers in
countries whose governments are considered stable by N&B Management with
respect to AMT Limited Maturity Bond, Growth, Partners, Balanced and
Government Income Investments, or by BNP-N&B Global with respect to AMT
International Investments) that are denominated in or indexed to foreign
currencies, including, but not limited to, (1) common and preferred stocks,
with respect to all Series except AMT Government Income Investments and AMT
Limited Maturity Bond Investments (2) convertible securities, with respect to
AMT Balanced, Growth, Partners and International Investments (3) warrants
(subject to non-fundamental limitation number 10), with respect to AMT
International Investments (4) CDs, commercial paper, fixed-time deposits, and
bankers' acceptances issued by foreign banks, (5) obligations of other
corporations, and (6) obligations of foreign governments, or their
subdivisions, agencies, and instrumentalities, international agencies, and
supranational entities. Investing in these securities includes the special
risks associated with investing in non-U.S. issuers described in the preceding
paragraph and the additional risks of (1) nationalization, expropriation, or
confiscatory taxation, (2) adverse changes in investment or exchange control
regulations (which could prevent cash from being brought back to the U.S.),
and (3) expropriation or nationalization of foreign portfolio companies.
Additionally, dividends and interest payable on foreign securities may be
subject to foreign taxes, including taxes withheld from those payments, and
there are generally higher commission rates on foreign portfolio transactions.
Fixed commissions on foreign securities exchanges are generally higher than
negotiated commissions on U.S. exchanges, although each Series endeavors to
achieve the most favorable net results on portfolio transactions. There is
generally less government supervision and regulation of securities exchanges,
brokers, dealers and listed companies than in the U.S. Mail service between
the U.S. and foreign countries may be slower or less reliable than within the
United States, thus increasing the
<PAGE>
risk of delayed settlements of portfolio transactions or loss of certificates
for portfolio securities.
Prices of foreign securities and exchange rates for foreign currencies
may be affected by the interest rates prevailing in other countries. The
interest rates in other countries are often affected by local factors,
including the strength of the local economy, the demand for borrowing, the
governments fiscal and monetary policies, and the international balance of
payments.
Foreign securities often trade with less frequency and in less volume
than domestic securities and therefore may exhibit greater price volatility.
Additional costs associated with an investment in foreign securities may
include higher custodian fees than apply to domestic custodial arrangements,
and transaction costs of foreign currency conversions. Changes in foreign
exchange rates also will affect the value of securities denominated or quoted
in currencies other than the U.S. dollar.
Foreign markets also have different clearance and settlement procedures,
and in certain markets there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it difficult
to conduct such transactions. Such delays in settlement could result in
temporary periods when a portion of the assets of a Series is uninvested and
no return is earned thereon. The inability of a Series to make intended
security purchases due to settlement problems could cause a Series to miss
attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result either in losses to a
Series due to subsequent declines in value of the portfolio securities, or, if
a Series has entered into a contract to sell the securities, could result in
possible liability to the purchaser. In addition, with respect to certain
foreign countries, there is the possibility of expropriation or confiscatory
taxation, political or social instability, or diplomatic developments which
could affect a Series's investments in those countries. Moreover, individual
foreign economies may differ favorably or unfavorably from the U.S. economy in
such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position.
With respect to all Series except AMT International Investments and AMT
Liquid Asset Investments, in order to limit the risk inherent in investing in
foreign- currency-denominated securities, each Series may not purchase any
such security if after such purchase more than 10% of its total assets (taken
at market value) (except 25% with respect to AMT Limited Maturity Bond and
Government Income Investments) would be invested in such securities. Within
such limitation, however, a Series is not restricted in the amount it may
invest in securities denominated in any one foreign currency.
VARIABLE OR FLOATING RATE SECURITIES. (AMT LIQUID ASSET INVESTMENTS, AMT
LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS AND AMT
BALANCED INVESTMENTS). Variable rate securities provide for automatic
adjustment of the interest rate at fixed intervals (e.g., daily, monthly, or
semi-annually); floating rate securities
<PAGE>
provide for automatic adjustment of the interest rate whenever some specified
interest rate index changes. The interest rate on variable and floating rate
securities (collectively, "Variable Rate Securities") ordinarily is determined
by reference to a particular bank's prime rate, the 90-day U.S. Treasury Bill
rate, the rate of return on commercial paper or bank CDs, an index of
short-term tax-exempt rates or some other objective measure. The Variable
Rate Securities in which each Series invests frequently permit the holder to
demand payment of the securities' principal and accrued interest at any time
or at specified intervals not exceeding one year. The demand feature usually
is backed by a credit instrument (e.g., a bank letter of credit) from a
creditworthy issuer and sometimes by insurance from a creditworthy insurer.
Without these credit enhancements, the Variable Rate Securities might not meet
the quality standards applicable to obligations purchased by the Series.
Accordingly, in purchasing these securities, each Series relies primarily on
the creditworthiness of the credit instrument issuer or the insurer. A Series
will not invest more than 5% of its total assets in securities backed by
credit instruments from any one issuer or by insurance from any one insurer
(excluding securities that do not rely on the credit instrument or insurance
for their rating, i.e., stand on their own credit).
A Series can also buy fixed rate securities accompanied by demand
features or put options, permitting the Series to sell the security to the
issuer or third party at a specified price. A Series may rely on the
creditworthiness of issuers of puts in purchasing these securities.
In calculating its maturity, each Series is permitted to treat certain
variable and floating rate securities as maturing on a date prior to the date
on which principal is due to be paid. In applying such maturity shortening
devices, N&B Management considers whether the interest rate reset is expected
to cause the security to trade at approximately its par value.
MORTGAGE-BACKED SECURITIES. (AMT LIQUID ASSET INVESTMENTS, AMT LIMITED
MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS AND AMT BALANCED
INVESTMENTS). Mortgage-backed securities represent direct or indirect
participations in, or are secured by and payable from, pools of mortgage
loans. They may be issued or guaranteed by a U.S. Government agency or
instrumentality (though not necessarily backed by the full faith and credit of
the United States), such as the Government National Mortgage Association
("GNMA"), the Federal National Mortgage Association ("FNMA"), and the Federal
Home Loan Mortgage Corporation ("FHLMC"), or may be issued by private issuers.
Mortgage-backed securities may be issued in the form of collateralized
mortgage obligations ("CMOs") or mortgage-backed bonds. CMOs are obligations
fully collateralized directly or indirectly by a pool of mortgages on which
payments of principal and interest are passed through to the holders of the
CMOs, although not necessarily on a pro rata basis, on the same schedule as
they are received. Mortgage-backed bonds are general obliga-tions of the
issuer fully collateralized directly or indirectly by a pool of mortgages.
The mortgages serve as collateral for the issuer's payment obligations on the
bonds, but
<PAGE>
interest and principal payments on the mortgages are not passed through either
directly (as with mortgage-backed "pass-through" securities issued or
guaranteed by U.S. Government agencies or instrumentalities) or on a modified
basis (as with CMOs). Accordingly, a change in the rate of prepayments on the
pool of mortgages could change the effective maturity of a CMO but not that of
a mortgage-backed bond (although, like many bonds, mortgage-backed bonds may
be callable by the issuer prior to maturity).
Governmental, government-related, and private entities may create
mortgage loan pools to back mortgage pass-through and mortgage-collateralized
investments in addition to those described above. Commercial banks, savings
institutions, private mortgage insurance companies, mortgage bankers, and
other secondary market issuers, including securities broker-dealers and
special purpose entities (which generally are affiliates of the foregoing
estab-lished to issue such securities), also create pass-through pools of
residential mortgage loans. In addition, such issuers may be the originators
and/or servicers of the underlying mortgage loans as well as the guarantors of
the mortgage-backed securities. Pools created by non-governmental issuers
generally offer a higher rate of interest than government and
government-related pools because of the absence of direct or indirect
government or agency guarantees. Timely payment of interest and principal of
these pools may be supported by various forms of insurance or guarantees,
including individual loan, title, pool, and hazard insurance, and letters of
credit. The insurance and guarantees are issued by governmental entities,
private insurers, and the mortgage poolers. Such insurance and guarantees, as
well as the credit-worthiness of the issuers thereof will be considered in
determining whether a mortgage-backed security meets a Series investment
quality standards. There can be no assurance that the private insurers or
guarantors can meet their obligations under the insurance policies or
guarantee arrangements.
A Series may buy mortgage-backed securities without insurance or
guarantees, if N&B Management determines that the securities meet the Series'
quality standards. A Series will not purchase mortgage-backed securities or
any other assets that, in N&B Management's opinion, are illiquid if, as a
result, more than 10% of the value of the Series' net assets will be illiquid.
N&B Management will, consistent with a Series objective, policies and
limitations, and quality standards, consider making investments in new types
of mortgage-backed securities as such securities are developed and offered to
investors.
Because many mortgages are repaid early, the actual maturity of many
mortgage-related securities is shorter than their stated final maturity. In
calculating its maturity, a Series may apply certain industry conventions
regarding the maturity of mortgage-backed instruments. A change in market
interest rates will affect the rate at which homeowners prepay or refinance
their mortgages and, consequently, will change the effective maturities of
most mortgage-related securities.
ASSET-BACKED SECURITIES. (AMT LIQUID ASSET INVESTMENTS, AMT LIMITED
MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS AND AMT BALANCED
INVESTMENTS). These Series may purchase asset-backed securities, including
<PAGE>
commercial paper. Asset-backed securities represent direct or indirect
participations in, or are secured by and payable from, pools of assets such as
motor vehicle installment sales contracts, installment loan contracts, leases
of various types of real and personal property, and receivables from revolving
credit (credit card) agreements. These assets are securitized through the use
of trusts and special purpose corporations. Payments or distributions of
principal and interest on asset-backed securities may be supported by credit
enhancements, such as various forms of cash collateral accounts or letters of
credit. Like mortgage-related securities, asset-backed securities are subject
to the risk of prepayment. The risk that recovery on repossessed collateral
might be unavailable or inadequate to support payments on asset-backed
securities, however, is greater than is the case for mortgage-backed
securities.
Certificates for Automobile Receivables ("CARS") represent undivided
fractional interests in a trust whose assets consist of a pool of motor
vehicle retail installment sales contracts and security interests in the
vehicles securing the contracts. Payments of principal and interest on CARS
are "passed-through" monthly to certificate holders and are guaranteed up to
specified amounts by a letter of credit issued by a financial institution
unaffiliated with the trustee or originator of the trust. Underlying
installment sales contracts are subject to prepayment, which may reduce the
overall return to certificate holders. Certificate holders also may
experience delays in payment or losses on CARS if the full amounts due on
underlying installment sales contracts are not realized by the trust because
of unanticipated legal or administrative costs of enforcing the contracts, or
because of depreciation, damage, or loss of the vehicles securing the
contracts, or other factors.
Credit card receivable securities are backed by receivables from
revolving credit card agreements ("Accounts"). Credit balances on Accounts
are generally paid down more rapidly than are automobile contracts. Most of
the credit card receivable securities issued publicly to date have been
pass-through certificates. In order to lengthen the maturity of credit card
receivable securities, most such securities provide for a fixed period during
which only interest payments on the underlying Accounts are passed through to
the security holder and principal payments received on the Accounts are used
to fund the transfer to the pool of assets supporting the securities of
additional credit card charges made on the Accounts. Usually, the initial
fixed period also may be shortened upon the occurrence of specified events
that signal a potential deterioration in the quality of the assets backing the
security, such as the imposition of a cap on interest rates. The ability of
the issuer to extend the life of an issue of credit card receivable securities
thus depends on the continued generation of additional principal amounts in
the underlying Accounts and the non-occurrence of specified events. The
nondeductibility of consumer interest, as well as competitive and general
economic factors, could adversely affect the rate at which new receivables are
created in an Account and conveyed to an issuer, shortening the expected
weighted average life of the related security and reducing its yield. An
acceleration in cardholders' payment rates or any other event that shortens
the period during which additional credit card charges on an Account may be
transferred to the pool of assets
<PAGE>
supporting the related security could have a similar effect on its weighted
average life and yield.
Credit cardholders are entitled to the protection of state and federal
consumer credit laws, many of which give a holder the right to set off certain
amounts against balances owed on the credit card, thereby reducing amounts
paid on Accounts. In addition, unlike most other asset-backed securities,
Accounts are unsecured obligations of the cardholders.
DOLLAR ROLLS. (AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT
INCOME INVESTMENTS AND AMT BALANCED INVESTMENTS). A dollar roll involves the
sale by a Series of securities for delivery in the current month and the
Series simultaneously agreeing to repurchase substantially similar (same type
and coupon) securities on a specified future date from the same party. A
covered roll is a specific type of dollar roll for which there is an
offsetting cash position or a cash equivalent security position that matures
on or before the forward settlement date of the dollar roll transaction.
These techniques are considered borrowings for purposes of each Series
investment policies and limitations concerning borrowings. There is a risk
that the contra-party will be unable or unwilling to complete the transactions
as scheduled, which may result in losses to each Series.
FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. (ALL SERIES EXCEPT AMT
LIQUID ASSET INVESTMENTS). Each Series may purchase securities (including,
with respect to AMT Limited Maturity Bond, Government Income and Balanced
Investments, mortgage-backed securities such as GNMA, FHMA, and FHLMC
certificates) on a when-issued basis, that is, by committing to purchase
securities (to secure an advantageous price and yield at the time of the
commitment) and completing the purchase by making payment against delivery of
the securities at a future date. AMT International Investments may purchase
securities on a when-issued basis or purchase or sell securities on a forward
commitment basis. These transactions involve a commitment by a Series to
purchase or sell securities at a future date (ordinarily one or two months
later). The price of the underlying securities (usually expressed in terms of
yield) and the date when the securities will be delivered and paid for (the
settlement date) are fixed at the time the transaction is negotiated.
When-issued purchases and forward commitment transactions are negotiated
directly with the other party, and such commitments are not traded on
exchanges.
When-issued purchases and forward commitment transactions enable a Series
to "lock in" what the adviser believes to be an attractive price or yield on a
particular security for a period of time, regardless of future changes in
interest rates. For instance, in periods of rising interest rates and falling
prices, a Series might sell securities it owns on a forward commitment basis
to limit its exposure to falling prices. In periods of falling interest rates
and rising prices, a Series might purchase a security on a when-issued or
forward commitment basis and sell a similar security to settle such purchase,
thereby obtaining the benefit of currently higher yields.
<PAGE>
The value of securities purchased on a when-issued or forward commitment
basis and any subsequent fluctuations in their value are reflected in the
computation of a Series' net asset value starting on the date of the agreement
to purchase the securities. A Series does not earn interest on the securities
it has committed to purchase until they are paid for and delivered on the
settlement date. When a Series makes a forward commitment to sell securities
it owns, the proceeds to be received upon settlement are included in a Series'
assets. Fluctuations in the market value of the underlying securities are not
reflected in a Series' NAV as long as the commitment to sell remains in
effect. Settlement of when-issued purchases and forward commitment
transactions generally takes place within two months after the date of the
transactions, but a Series may agree to a longer settlement period.
A Series will purchase securities on a when-issued basis or purchase or
sell securities on a forward commitment basis only with the intention of
completing the transaction and actually purchasing or selling the securities.
If deemed advisable as a matter of investment strategy, however, a Series may
dispose of or renegotiate a commitment after it has been entered into. A
Series also may sell securities it has committed to purchase before those
securities are delivered to the Series on the settlement date. A Series may
realize a capital gain or loss in connection with these transactions.
When a Series purchases securities on a when-issued basis, it maintains,
in a segregated account with its custodian, until payment is made, cash, U.S.
government securities, or other liquid, high-grade debt securities having an
aggregate market value equal to the amount of its purchase commitment. In the
case of a forward commitment to sell portfolio securities, the custodian will
hold the portfolio securities themselves in a segregated account while the
commitment is outstanding. These procedures are designed to ensure that a
Series will maintain sufficient assets at all times to cover its obligations
under when-issued purchases and forward commitments.
COVERED CALL (ALL SERIES EXCEPT AMT LIQUID ASSET INVESTMENTS) AND PUT
(AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS, AMT
BALANCED INVESTMENTS AND AMT INTERNATIONAL INVESTMENTS) OPTIONS ON INDIVIDUAL
SECURITIES. AMT Limited Maturity Bond Investments, AMT Government Income
Investments and AMT Balanced Investments may write or purchase put and call
options on securities. Each of AMT Partners and AMT Growth Investments may
write or purchase covered call options on securities it owns valued at up to
10% of its net assets. Generally, the purpose of writing and purchasing these
options is to reduce the effect of the securities price fluctuations that
effect a Portfolios NAV. AMT Limited Maturity Bond, Government Income and
Balanced Investments may also write covered call options to earn premium
income.
AMT International Investments may write call options and purchase put
options on securities in order to hedge (i.e., write or purchase options to
reduce the effect of price fluctuations of securities held by the Series that
affect the Portfolio's NAV). The Series
<PAGE>
may also purchase or write put options, purchase call options and write
covered call options in an attempt to enhance income.
The obligation under any option terminates upon expiration of the option
or at an earlier time, when the writer offsets the option by entering into a
"closing purchase transaction" to purchase an option of the same series. If
an option is purchased by a Series and is never exercised, the Series will
lose the entire amount of the premium paid.
A Series will receive a premium for writing a put option, which will
obligate the Series to acquire a certain security at a certain price at any
time until a certain date if the purchaser of the option decides to sell such
security. The writer of the option may be obligated to purchase the security
at more than its current value.
When a Series purchases a put option, it pays a premium to the writer for
the right to sell a security to the writer for a specified amount at any time
until a certain date. A Series would purchase a put option in order to
protect itself against a decline in the market value of a security it owns.
When a Series writes a call option, it is obligated to sell a security to
a purchaser at a specified price at any time the purchaser requests, until a
certain date, for a premium. Each Series intends to write only covered call
options on securities it owns. So long as the obligation of the writer of the
call option continues, the writer may be assigned an exercise notice,
requiring it to deliver the underlying security against payment of the
exercise price. The writer may be obligated to deliver securities underlying
an option at less than the market price thereby giving up any additional gain
on the security.
When a Series purchases a call option, it pays a premium for the right to
purchase a security from the writer at a specified price until a specified
date. A call option would be purchased by a Series in order to protect
against an increase in the price of the securities it intends to purchase or
to offset a previously written call option.
Portfolio securities on which call and put options may be written and
purchased by a Series are purchased solely on the basis of investment
considerations consistent with the Series' investment objective. The writing
of covered call options is a conservative investment technique believed to
involve relatively little risk (in contrast to the writing of "naked" or
uncovered call options, which a Series will not do), but is capable of
enhancing a Series' total return. When writing a covered call option, a
Series, in return for the premium, gives up the opportunity for profit from a
price increase in the underlying security above the exercise price, but
conversely retains the risk of loss should the price of the security decline.
When writing a put option, a Series, in return for the premium, takes the risk
that it must purchase the underlying security at an exercise price, which may
be more than the current market price of the security. If a call or put
option that a Series has written expires unexercised, the Series will realize
a gain in the amount of the premium; however, in the case of a call option,
that gain may be offset by a decline in the market value of the
<PAGE>
underlying security during the option period. If the call or put option is
exercised, the Series will realize a gain or loss from the sale or purchase of
the underlying security.
Securities options are traded both on exchanges and in the
over-the-counter ("OTC") market. Exchange-traded options are issued by a
clearing organization affiliated with the exchange on which the option is
listed; the clearing organization in effect guarantees completion of every
exchange-traded option. In contrast, OTC options are contracts between a
Series and its counter-party with no clearing organization guarantee. Thus,
when a Series sells or purchases an OTC option, it generally will be able to
"close out" the option prior to its expiration only by entering into a
"closing purchase transaction" with the dealer to whom or from whom the Series
originally sold or purchased the option. There can be no assurance that a
Series would be able to liquidate an OTC option at any time prior to
expiration. Unless a Series is able to effect a closing purchase transaction
in a covered OTC call option it has written, it will not be able to liquidate
securities used as cover until the option expires or is exercised or different
cover is substituted. In the event of the counter-party's insolvency, a
Series may be unable to liquidate its option position and the associated
cover. N&B Management, or with respect to AMT International Investments,
BNP-N&B Global, monitors the creditworthiness of dealers with which a Series
may engage in OTC options, and will limit a Series' counterparties in such
transactions to dealers with a net worth of at least $20 million as reported
in their latest financial statements.
The assets used as cover (and held in a segregated account) for OTC
options sold or written by a Series will be considered illiquid for purposes
of the non-fundamental policies and limitations of the Series unless the OTC
options are sold to qualified dealers who agree that the Series may repurchase
any OTC option it writes at a maximum price to be calculated by a formula set
forth in the option agreement. The cover for an OTC call option written
subject to this procedure will be considered illiquid only to the extent that
the maximum repurchase price under the formula exceeds the intrinsic value of
the option.
The premium received (or paid) by a Series when it writes (or purchases)
a call or put option is the amount at which the option is currently traded on
the applicable exchange, less (or plus) a commission. The premium may
reflect, among other things, the current market price of the underlying
security, the relationship of the exercise price to the market price, the
historical price volatility of the underlying security, the length of the
option period, the general supply of and demand for credit, and the general
interest rate environment. The premium received by a Series for writing a
covered call or put option is recorded as a liability on the Series' statement
of assets and liabilities. This liability is adjusted daily to the option's
current market value, which is the sales price on the option's last trade on
that day before the time the Series' NAV is computed or, in the absence of any
trades thereof on that day, the mean between the bid and ask prices as of that
time.
Each Series pays the brokerage commissions in connection with purchasing
or writing options, including those used to close out existing positions.
These brokerage
<PAGE>
commissions normally are higher than those applicable to purchases and sales
of portfolio securities.
Closing transactions are effected in order to realize a profit on an
outstanding option, to prevent an underlying security from being called, or to
permit the sale or the put of the underlying security. Furthermore, effecting
a closing transaction permits a Series to write another call option on the
underlying security with either a different exercise price or expiration date
or both. If a Series desires to sell a particular security on which it has
written a call option (or if it desires to protect itself against having to
purchase a security on which it has written a put option), it will seek to
effect a closing transaction prior to, or concurrently with, the sale (or
purchase) of the security. There is, of course, no assurance that a Series
will be able to effect closing transactions at favorable prices. If a Series
cannot enter into such a transaction, it may be required to hold a security
that it might otherwise have sold, (or purchase a security that it would not
have otherwise bought), in which case it would continue to be subject to
market risk on the security.
Options normally have expiration dates between three and nine months from
the date written. AMT International Investments may purchase both
European-style options and American-style options. European-style options are
only exercisable immediately prior to their expiration. American-style
options, in contrast, are exercisable at any time prior to their expiration
date. The exercise price of an option may be below, equal to, or above the
current market value of the underlying security at the time the option is
written. From time to time, a Series may purchase an underlying security for
delivery in accordance with an exercise notice of a call option assigned to
it, rather than delivering the security from its portfolio. In those cases,
additional brokerage commissions are incurred.
A Series will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from writing the call or put option. However, because increases in
the market price of a call option generally reflect increases in the market
price of the underlying security, any loss resulting from the repurchase of a
call option is likely to be offset in whole or in part by appreciation of the
underlying security owned by a Series.
PUT AND CALL OPTIONS ON SECURITIES INDICES. (AMT INTERNATIONAL
INVESTMENTS). AMT International Investments may write or purchase put and
call options on securities indices for the purpose of hedging against the risk
of unfavorable price movements adversely affecting the value of the Series'
securities or securities the Series intends to buy. However, the Series
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 (i) the difference between the exercise
price of the option and the value of the underlying securities index on the
exercise date multiplied by (ii) a fixed "index multiplier."
<PAGE>
A securities index fluctuates with changes in the market values of the
securities included in the index. Options on stock indexes are currently
traded on the Chicago Board Options Exchange, the NYSE, the AmEx and foreign
exchanges.
The Series may purchase put options in order to hedge against an
anticipated decline in securities market prices that might adversely affect
the value of the Series' portfolio securities. If the Series purchases a put
option on a securities index, the amount of the payment it would receive upon
exercising the option would depend on the extent of any decline in the level
of the securities index below the exercise price. Such payments would tend to
offset a decline in the value of the Series' portfolio securities. However,
if the level of the securities index increases and remains above the exercise
price while the put option is outstanding, the Series will not be able to
exercise the option profitably and will lose the amount of the premium and any
transaction costs. Such loss may be partially offset by an increase in the
value of the Series's portfolio securities.
The Series may purchase call options on securities indices in order to
participate in an anticipated increase in securities market prices. If the
Series purchases a call option on a securities index, the amount of the
payment it receives upon exercising the option depends on the extent of any
increase in the level of the securities index above the exercise price. Such
payments would, in effect, allow the Series to benefit from securities market
appreciation even though it may not have had sufficient cash to purchase the
underlying securities. Such payments may also offset increases in the price
of securities that the Series intends to purchase. If, however, the level of
the securities index declines and remains below the exercise price while the
call option is outstanding, the Series will not be able to exercise the option
profitably and will lose the amount of the premium and transaction costs.
Such loss may be partially offset by a reduction in the price the Series pays
to buy additional securities for its portfolio.
The Series may write securities index options in order to close out
positions in securities index options which it has purchased. These closing
sale transactions enable the Series immediately to realize gains or minimize
losses on its options positions. If the Series is unable to effect a closing
sale transaction with respect to options that it has purchased, it would have
to exercise the options in order to realize any profit and may incur
transaction costs upon the purchase or sale of underlying securities.
The hours of trading for options may not conform to the hours during
which the underlying securities are traded. To the extent that the options
markets close before the markets for the underlying securities, significant
price and rate movements can take place in the underlying markets that cannot
be reflected in the options markets.
The effectiveness of hedging through the purchase of securities index
options will depend upon the extent to which price movements in the portion of
the securities portfolio 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 Series will not exactly match the
composition of the securities indices on which options are available.
<PAGE>
In addition, the purchase of securities index options involves the risk that
the premium and transaction costs paid by the Series in purchasing an option
will be lost as a result of unanticipated movements in prices of the
securities comprising the securities index on which the option is based.
OTHER RISKS OF OPTIONS TRANSACTIONS. All securities index options
purchased by AMT International Investments will be listed and traded on an
exchange. There is no assurance that a liquid secondary market on a domestic
or foreign options exchange will exist for any particular exchange-traded
option, or at any particular time, and for some options no secondary market on
an exchange or elsewhere may exist. If the Series is unable to effect a
closing purchase transaction with respect to covered options it has written,
it will not be able to sell the underlying securities or dispose of assets
held in a segregated account until the options expire or are exercised. AMT
International Investments may purchase and sell both options that are traded
on U.S. and foreign exchanges and certain options traded in the OTC market in
transactions with broker-dealers who make markets in such options.
Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient interest in trading
certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of options or underlying securities; (iv) unusual or
unforeseen circumstances may interrupt normal operations on an exchange; (v)
the facilities of an exchange or its clearing organization may not at all
times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that exchange (or
in that class or series of options) would cease to exist, although outstanding
options on that exchange that had been issued by the clearing organization as
a result of trades on that exchange would continue to be exercisable in
accordance with their terms.
The writing and purchase of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. The writing of options on
securities involves a risk that a portfolio will be required to sell or
purchase such securities at a price less favorable than the current market
price and will lose the benefit of appreciation or depreciation in the market
price of such securities.
The Series would incur brokerage commissions or spreads in connection
with its options transactions as well as for purchases and sales of underlying
securities. Brokerage commissions from options transactions are generally
higher than for portfolio securities transactions. The writing of options
could result in a significant increase in the Series' turnover rate.
<PAGE>
INDEXED SECURITIES. (AMT LIMITED MATURITY BOND INVESTMENTS, AMT
GOVERNMENT INCOME INVESTMENTS, AMT INTERNATIONAL INVESTMENTS AND AMT BALANCED
INVESTMENTS). These Series may invest in securities linked to foreign
currencies, interest rates, commodities, indices, or other financial
indicators (indexed securities). Most indexed securities are short- to
intermediate-term fixed income securities whose value at maturity or interest
rate rises or falls according to the change in one or more specified
underlying instruments. Indexed securities may be positively or negatively
indexed (i.e., their value may increase or decrease if the underlying
instrument appreciates) and may have return characteristics similar to direct
investments in the underlying instrument or to one or more options thereon.
However, some indexed securities are more volatile than the underlying
instrument itself.
FUTURES CONTRACTS AND OPTIONS THEREON. (AMT INTERNATIONAL INVESTMENTS,
AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS AND
AMT BALANCED INVESTMENTS). AMT International Investments may enter into
futures contracts for the purchase or sale of individual securities and
futures contracts on securities indices which are traded on exchanges licensed
and regulated by the Commodity Futures Trading Commission ("CFTC") or on
foreign exchanges. Trading on foreign exchanges is subject to the legal
requirements of the jurisdiction in which the exchange is located and the
rules of such foreign exchange. AMT International Investments may purchase
and sell futures for bona fide hedging purposes and non-hedging purposes
(i.e., in an effort to enhance income) as defined in regulations of the CFTC.
AMT Limited Maturity Bond, Government Income and Balanced Investments may
purchase and sell interest-rate futures contracts and options thereon. These
Series engage in interest rate futures and options transactions in an attempt
to hedge against changes in securities prices resulting from expected changes
in prevailing interest rates, and they engage in foreign currency Futures and
options transactions in an attempt to hedge against expected changes in
prevailing currency exchange rates. Because the Futures markets may be more
liquid than the cash markets, the use of Futures permits a Series to enhance
portfolio liquidity and maintain a defensive position without having to sell
portfolio securities. These Series do not engage in transactions in futures
or options thereon for speculation; they view investment in (1) interest-rate
Futures and options thereon as a maturity management device and/or a device to
reduce risk and preserve total return in an adverse interest rate environment
and (2) foreign currency Futures and options thereon as a means of
establishing more definitely the effective return on securities denominated in
foreign currencies held or intended to be acquired by them.
A futures contract on a security is a binding contractual commitment
which, if held to maturity, will result in an obligation to make or accept
delivery of securities having a standardized face value and rate of return
during a particular month. By purchasing futures on securities, a Series will
legally obligate itself to accept delivery of the underlying security and to
pay the agreed price. By selling futures on securities, the Series will
legally obligate itself to make delivery of the security and receive payment
of the agreed price.
<PAGE>
Open futures positions on securities are valued at the most recent
settlement price, unless such price does not reflect the fair value of the
contract, in which case the position will be valued by or under the direction
of the Trustees of Managers Trust.
Futures contracts on securities are not normally held to maturity but are
instead liquidated through offsetting transactions which may result in a
profit or loss. While futures contracts on securities entered into by a
Series will usually be liquidated in this manner, the Series may instead make
or take delivery of the underlying securities whenever it appears economically
advantageous for it to do so. A clearing corporation associated with the
exchange on which futures on securities are traded assumes responsibility for
closing out contracts and guarantees that, if a contract is still open, the
sale or purchase of securities will be performed on the settlement date.
Similarly, a securities index futures contact does not require the
physical delivery of securities, but merely provides for profits and losses
resulting from changes in the market value of the contract to be credited or
debited at the close of each trading day to the respective accounts of the
parties to the contract. On the contract's expiration date, a final cash
settlement occurs and the futures positions are simply closed out. Changes in
the market value of a particular securities index futures contract reflect
changes in the specified index of the securities on which the futures contract
is based.
A Series sells futures contracts in order to offset a possible decline in
the value of its securities. When a futures contract is sold by a Series, the
value of the contract will tend to rise when the value of the Series'
securities declines and will tend to fall when the value of such securities
increases. A Series purchases future contracts in order to fix what is
believed to be a favorable price for securities a Series intends to purchase.
If a futures contract is purchased by a Series, the value of the contract will
tend to change together with changes in the value of such securities.
A Series may also purchase put and call options on futures contracts for
bona fide hedging and, with respect to AMT International Investments,
non-hedging purposes. A put option purchased by a Series would give it the
right to assume a position as the seller of a futures contract (assume a
"short position"). A call option purchased by a Series would give it the
right to assume a position as the purchaser of a futures contract (assume a
"long position"). The purchase of an option on a futures contract requires a
Series to pay a premium. In exchange for the premium, a Series becomes
entitled to exercise the benefits, if any, provided by the futures contract,
but is not required to take any actions under the contract. If the option
cannot be profitably exercised before it expires, the Series' loss will be
limited to the amount of the premium and any transaction costs.
In addition, a Series may write (sell) put and call options on futures
contracts for bona fide hedging and, with respect to AMT International
Investments, non-hedging purposes. The writing of a put option on a futures
contract generates a premium, which may partially offset an increase in the
price of securities that a Series intends to purchase. However, a Series
becomes obligated to purchase a futures contract, which may have a
<PAGE>
value lower than the exercise price. Conversely, the writing of a call option
on a futures contract generates a premium which may partially offset a decline
in the value of a Series' assets. By writing a call option, a Series becomes
obligated, in exchange for the premium, to sell a futures contract, which may
have a value higher than the exercise price.
A Series may enter into closing purchase or sale transactions in order to
terminate a futures contract. A Series may close out an option which it has
purchased or written by selling or purchasing an offsetting option of the same
series. There is no guarantee that such closing transactions can be effected.
A Series' ability to enter into closing transactions depends on the
development and maintenance of a liquid market, which may not be available at
all times.
Although futures and options transactions are intended to enable a Series
to manage interest rate, stock market or currency exchange risks,
unanticipated changes in interest rates, market prices or currency exchange
rates could result in poorer performance than if a Series had not entered into
these transactions. Even if N&B Management, or, with respect to AMT
International Investments, BNP-N&B Global, correctly predicts interest rate,
market price or currency rate movements, a hedge could be unsuccessful if
changes in the value of a Series' futures position did not correspond to
changes in the value of its investments. This lack of correlation between a
Series' futures and securities or currency positions may be caused by
differences between the futures and securities or currency markets or by
differences between the securities underlying the Series' futures position and
the securities held by or to be purchased for the Series. N&B Management, or,
with respect to AMT International Investments, BNP-N&B Global, will attempt to
minimize these risks through careful selection and monitoring of a Series'
futures and options positions. The ability to predict the direction of the
securities markets, interest rates and currency exchange rates involves skills
different from those used in selecting securities.
The prices of futures contracts depend primarily on the value or level of
the securities or indices on which they are based. Because there is a limited
number of types of futures contracts, it is likely that the standardized
futures contracts available to a Series will not exactly match the securities
the Series wishes to hedge or intends to purchase, and consequently will not
provide a perfect hedge against all price fluctuation. To compensate for
differences in historical volatility between positions a Series wishes to
hedge and the standardized futures contracts available to it, a Series may
purchase or sell futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase.
FOREIGN CURRENCY TRANSACTIONS. (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). The Series may engage in foreign currency exchange
transactions. Foreign currency exchange transactions will be conducted either
on a spot (i.e., cash) basis at the spot rate prevailing in the foreign
currency exchange market, or through entering into forward contracts to
purchase or sell foreign currencies ("forward contracts") (in amounts not
exceeding 5% of each Series net assets, with respect to AMT Partners and
Growth Investments). A Series may enter into forward contracts in order to
protect
<PAGE>
against uncertainty in the level of future foreign currency exchange rates.
AMT International Investments may also enter forward contracts for non-hedging
purposes. A forward contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days
(usually less than one year) from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are
traded in the interbank market conducted directly between traders (usually
large commercial banks) and their customers. A forward contract generally has
no deposit requirement, and no commissions are charged at any stage for
trades. Although foreign exchange dealers do not charge a fee for conversion,
they do realize a profit based on the difference (the spread) between the
price at which they are buying and selling various currencies.
When a Series enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may wish to "lock in" the U.S.
dollar price of the security. By entering into a forward contract for the
purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign
currency involved in the underlying security transactions, a Series will be
able to protect itself against a possible loss. Such loss would result from
an adverse change in the relationship between the U.S. dollar and the foreign
currency during the period between the date on which the security is purchased
or sold and the date on which payment is made or received.
When N&B Management, or with respect to AMT International Investments,
BNP-N&B Global, believes that the currency of a particular foreign country may
suffer a substantial decline against the U.S. dollar, it may also enter into a
forward contract to sell the amount of foreign currency for a fixed amount of
dollars which approximates the value of some or all of a Series' securities
denominated in such foreign currency. The precise matching of the forward
contract amounts and the value of the securities involved will not generally
be possible, since the future value of such securities denominated in foreign
currencies will change as a consequence of market movements in the value of
those securities between the date the forward contract is entered into and the
date it matures.
A Series may also engage in cross-hedging by using forward contracts in
one currency to hedge against fluctuations in the value of securities
denominated in a different currency, when N&B Management, or with respect to
AMT International Investments, BNP-N&B Global, believes that there is a
pattern of correlation between the two currencies. AMT International
Investments may also purchase and sell forward contracts for non-hedging
purposes when BNP-N&B Global anticipates that the foreign currency will
appreciate or depreciate in value, but securities in that currency do not
present attractive investment opportunities and are not held in the Series'
portfolio.
When a Series engages in forward contracts for hedging purposes, it will
not enter into forward contracts to sell currency or maintain a net exposure
to such contracts if their consummation would obligate the Series to deliver
an amount of foreign currency in excess of the value of the Series' portfolio
securities or other assets denominated in that currency. At the consummation
of the forward contract, a Series may either make delivery of the
<PAGE>
foreign currency or terminate its contractual obligation to deliver by
purchasing an offsetting contract obligating it to purchase the same amount of
such foreign currency at the same maturity date. If the Series chooses to
make delivery of the foreign currency, it may be required to obtain such
currency through the sale of portfolio securities denominated in such currency
or through conversion of other assets of the Series into such currency. If
the Series engages in an offsetting transaction, it will incur a gain or a
loss to the extent that there has been a change in forward contract prices.
Closing purchase transactions with respect to forward contracts are usually
made with the currency trader who is a party to the original forward contract.
The Series are not required to enter into such transactions and will not
do so unless deemed appropriate by N&B Management, or with respect to AMT
International Investments, by BNP-N&B Global.
Using forward contracts to protect the value of a Series' portfolio
securities against a decline in the value of a currency does not eliminate
fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which can be achieved at some future point in
time. The precise projection of short-term currency market movements is not
possible, and short-term hedging provides a means of fixing the dollar value
of only a portion of a Series' foreign assets.
While a Series may enter forward contracts to reduce currency exchange
rate risks, transactions in such contracts involve certain other risks. Thus,
while a Series may benefit from such transactions, unanticipated changes in
currency prices may result in a poorer overall performance for the Series than
if it had not engaged in any such transactions. Moreover, there may be
imperfect correlation between a Series' portfolio holdings of securities
denominated in a particular currency and forward contracts entered into by the
Series. Such imperfect correlation may cause the Series to sustain losses
which will prevent the Series from achieving a complete hedge or expose the
Series to risk of foreign exchange loss.
An issuer of fixed income securities purchased by a Series may be
domiciled in a country other than the country in whose currency the instrument
is denominated. AMT International Investments may also invest in debt
securities denominated in the European Currency Unit ("ECU"), which is a
"basket" consisting of a specified amount in the currencies of certain of the
member states of the European Community. The specific amounts of currencies
comprising the ECU may be adjusted by the Council of Ministers of the European
Community from time to time to reflect changes in relative values of the
underlying currencies. In addition, the Series may invest in securities
denominated in other currency "baskets." The market for ECUs may become
illiquid at times of uncertainty or rapid change in the European currency
markets, limiting the Series' ability to prevent potential losses.
A Series' activities in forward contracts, currency futures contracts and
related options and currency options (see below) may be limited by the
requirements of federal
<PAGE>
income tax law applicable to its corresponding Portfolio for qualification as
a regulated investment company (RIC). See "Additional Tax Information."
CURRENCY FUTURES AND RELATED OPTIONS. (AMT INTERNATIONAL INVESTMENTS, AMT
LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS AND AMT
BALANCED INVESTMENTS). Each of these Series may enter into currency futures
contracts and options on such futures contracts in domestic and foreign
markets. Each of these Series may sell a currency futures contract or a call
option, or it may purchase a put option on such futures contract, if N&B
Management, or with respect to AMT International Investments, BNP-N&B Global,
anticipates that exchange rates for a particular currency will fall. Such a
transaction will be used as a hedge (or, in the case of a sale of a call
option, a partial hedge) against a decrease in the value of a Series'
securities denominated in such currency. If N&B Management, or with respect
to AMT International Investments, BNP-N&B Global, anticipates that exchange
rates will rise, a Series may purchase a currency futures contract or a call
option to protect against an increase in the price of securities which are
denominated in a particular currency and which the Series intends to purchase.
AMT International Investments may also purchase a currency futures contract,
or a call option thereon, for non-hedging purposes when BNP-N&B Global
anticipates that a particular currency will appreciate in value, but
securities denominated in that currency do not present an attractive
investment and are not included in the Series' portfolio. Each Series will
use these futures contracts and related options for hedging purposes and, with
respect to AMT International Investments, for non-hedging purposes as well
(I.E., in an effort to enhance income) as defined in CFTC regulations.
The sale of a currency futures contract creates an obligation by a
Series, as seller, to deliver the amount of currency called for in the
contract at a specified future time for a specified price. The purchase of a
currency futures contract creates an obligation by a Series, as purchaser, to
take delivery of an amount of currency at a specified future time at a
specified price. Although the terms of currency futures contracts specify
actual delivery or receipt, in most instances the contracts are closed out
before the settlement date without the making or taking of delivery of the
currency. Closing out of a currency futures contract is effected by entering
into an offsetting purchase or sale transaction. To close out a currency
futures contract sold by a Series, the Series may purchase a currency futures
contract for the same aggregate amount of currency and same delivery date. If
the price in the sale exceeds the price in the offsetting purchase, the Series
is immediately paid the difference. Similarly, to close out a currency
futures contract purchased by a Series, the Series sells a currency futures
contract. If the offsetting sale price exceeds the purchase price, the Series
realizes a gain. Likewise, if the offsetting sale price is less than the
purchase price, the Series realizes a loss.
Unlike a currency futures contract, which requires the parties to buy and
sell currency on a set date, an option on a futures contract entitles its
holder to decide on or before a future date whether to enter into such a
contract. If the holder decides not to enter into the contract, the premium
paid for the option is lost. For the holder of an option, there are no daily
payments of cash for "variation" or "maintenance" margin payments to
<PAGE>
reflect the change in the value of the underlying contract as there are by a
purchaser or seller of a currency futures contract.
A risk in employing currency futures contracts to protect against price
volatility of portfolio securities which are denominated in a particular
currency is that the prices of such securities subject to currency futures
contracts may not completely correlate with the behavior of the cash prices of
the Series' securities. The correlation may be distorted by the fact that 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 approached
maturity. Another risk is that N&B Management, or with respect to AMT
International Investments, BNP-N&B Global, could be incorrect in its
expectation as to the direction or extent of various exchange rate movements
or the time span within which the movements take place. When a Series engages
in the purchase of currency futures contracts, an amount equal to the market
value of the currency futures contract (minus any required margin) will be
deposited in a segregated account of securities, cash, or cash equivalents to
collateralize the position and thereby limit the use of such futures
contracts.
Put and call options on currency futures have characteristics similar to
those of other options. In addition to the risks associated with investing in
options on securities, however, there are particular risks associated with
transactions in options on currency futures. In particular, the ability to
establish and close out positions on such options will be subject to the
development and maintenance of a liquid secondary market for such options.
OPTIONS ON FOREIGN CURRENCIES. (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). Each of these Series may write and purchase covered call and put
options on foreign currencies (in amounts not exceeding 5% of each Series net
assets, with respect to AMT Growth and Partners Investments) for the purpose
of protecting against declines in the U.S. dollar value of portfolio
securities or protecting the dollar equivalent of dividend, interest, or other
payment on those securities and against increases in the U.S. dollar cost of
securities. A decline in the dollar value of a foreign currency in which
portfolio securities are denominated will reduce the dollar value of such
securities, even if their value in the foreign currency remains constant. In
order to protect against such decreases in the value of portfolio securities,
a Series may purchase put options on the foreign currency. If the value of
the currency declines, a Series will have the right to sell such currency for
a fixed amount of dollars which exceeds the market value of such currency.
This would result in a gain that may offset, in whole or in part, the negative
effect of currency depreciation on the value of the Series' securities
denominated in that currency.
Conversely, if a rise in the dollar value of a currency is projected for
those securities to be acquired, thereby increasing the cost of such
securities, a Series may purchase call options on such currency. If the value
of such currency increases, the purchase of such call options would enable the
Series to purchase currency for a fixed amount of dollars which is less than
the market value of such currency. Such a purchase would result in a
<PAGE>
gain that may offset, at least partially, the effect of any currency-related
increase in the price of securities a Series intends to acquire. As in the
case of other types of options transactions, however, the benefit a Series
derives from purchasing foreign currency options will be reduced by the amount
of the premium and related transaction costs. In addition, if currency
exchange rates do not move in the direction or to the extent anticipated, a
Series could sustain losses on transactions in foreign currency options which
would deprive it of a portion or all of the benefits of advantageous changes
in such rates.
A Series may also write options on foreign currencies for hedging
purposes. For example, if a Series anticipated a decline in the dollar value
of foreign currency denominated securities because of declining exchange
rates, it could, instead of purchasing a put option, write a call option on
the relevant currency. If the expected decline occurs, the option will most
likely not be exercised, and the decrease in value of portfolio securities
will be offset by the amount of the premium received by the Series.
Similarly, a Series could write a put option on the relevant currency,
instead of purchasing a call option, to hedge against an anticipated increase
in the dollar cost of securities to be acquired. If exchange rates move in
the manner projected, the put option will expire unexercised and allow the
Series to offset such increased cost up to the amount of the premium.
However, as in the case of other types of options transactions, the writing of
a foreign currency option will constitute only a partial hedge up to the
amount of the premium, and only if rates move in the expected direction. If
unanticipated exchange rate fluctuations occur, the option may be exercised
and the Series would be required to purchase or sell the underlying currency
at a loss which may not be fully offset by the amount of the premium. As a
result of writing options on foreign currencies, a Series also may be required
to forego all or a portion of the benefits which might otherwise have been
obtained from favorable movements in currency exchange rates. Certain options
on foreign currencies are traded on the OTC market and involve liquidity and
credit risks that may not be present in the case of exchange-traded currency
options.
AMT International Investments may purchase call options on currency for
non-hedging purposes when BNP-N&B Global anticipates that the currency will
appreciate in value, but the securities denominated in that currency do not
present attractive investment opportunities and are not included in the
Series' portfolio. AMT International Investments may write (sell) put and
covered call options on any currency in order to realize greater income than
would be realized on portfolio securities alone. However, in writing covered
call options for additional income, AMT International Investments may forego
the opportunity to profit from an increase in the market value of the
underlying currency. Also, when writing put options, AMT International
Investments accepts, in return for the option premium, the risk that it may be
required to purchase the underlying currency at a price in excess of the
currency's market value at the time of purchase.
AMT International Investments would normally purchase call options for
non-hedging purposes in anticipation of an increase in the market value of a
currency. AMT International Investments would ordinarily realize a gain if,
during the option period, the
<PAGE>
value of such currency exceeded the sum of the exercise price, the premium
paid and transaction costs. Otherwise the Series would realize either no gain
or a loss on the purchase of the call option. Put options may be purchased by
AMT International Investments for the purpose of benefiting from a decline in
the value of currencies which it does not own. The Series would ordinarily
realize a gain if, during the option period, the value of the underlying
currency decreased below the exercise price sufficiently to more than cover
the premium and transaction costs. Otherwise the Series would realize either
no gain or a loss on the purchase of the put option.
A call option written on foreign currency by a Series is "covered" if the
Series owns the underlying foreign currency subject to the call, or if it has
an absolute and immediate right to acquire that foreign currency without
additional cash consideration. This also would apply to additional cash
consideration held in a segregated account by its custodian, upon conversion
or exchange of other foreign currency held in its portfolio. A call option is
also covered if a Series holds a call on the same foreign currency for the
same principal amount as the call written where the exercise price of the call
held is (a) equal to or less than the exercise price of the call written or
(b) greater than the exercise price of the call written if the amount of the
difference is maintained by the Series in cash or liquid, high-grade debt
securities in a segregated account with its custodian.
LIMITATIONS ON TRANSACTIONS IN OPTIONS, FUTURES CONTRACTS AND FOREIGN
CURRENCY TRANSACTIONS. A Series is required to maintain margin deposits with
brokerage firms through which it effects futures contracts, and must deposit
"initial margin" each time it enters into a futures contract. Such "initial
margin" is usually equal to a percentage of the contract's value. In
addition, due to current industry practice, daily variation margin payments in
cash are required to reflect gains and losses on open futures contracts. As a
result, a Series may be required to make additional margin payments during the
term of a futures contract. A Series may not purchase or sell futures
contracts (including currency futures contracts) or related options on foreign
or U.S. exchanges if immediately thereafter the sum of the amounts of initial
margin deposits on the Series' existing futures contracts and premiums paid
for options on futures (excluding futures contracts and options on futures
entered into for bona fide hedging purposes and net of the amount the
positions are "in the money") would exceed 5% of the market value of the
Series' total assets. In instances involving the purchase of futures
contracts or the writing of put options thereon by a Series, an amount of
cash, cash equivalents or securities denominated in the appropriate currency
equal to the market value of the futures contracts and options (less any
related margin deposits) will be deposited in a segregated account with its
custodian to collateralize the position, thereby limiting the use of such
futures contracts.
The extent to which a Series may enter into futures contracts and option
transactions may be limited by the requirements of federal income tax law
applicable to its corresponding Portfolio for qualification as a RIC. See
"Additional Tax Information." A Series generally will not enter into a
forward contract with a term of greater than one year. A Series may
experience delays in the settlement of its foreign currency transactions.
<PAGE>
When a Series engages in forward contracts for the sale or purchase of
currencies, the Series will either cover its position or establish a
segregated account. The Series will consider its position covered if it has
securities in the currency subject to the forward contract, or otherwise has
the right to obtain that currency at no additional cost. In the alternative,
the Series will place cash which is not available for investment, liquid,
high-grade debt securities or other securities (denominated in the foreign
currency subject to the forward contract) in a separate account. The amounts
in such separate account will equal the value of the Series' total assets
which are committed to the consummation of foreign currency exchange
contracts. If the value of the securities placed in the separate account
declines, the Series will place additional cash or securities in the account
on a daily basis so that the value of the account will equal the amount of the
Series' commitments with respect to such contracts.
SHORT SALES (AMT INTERNATIONAL INVESTMENTS) AND SHORT SALES
AGAINST-THE-BOX (AMT PARTNERS INVESTMENTS, AMT GROWTH INVESTMENTS, AMT
BALANCED INVESTMENTS AND AMT INTERNATIONAL INVESTMENTS). AMT International
Investments may enter into short sales of securities to the extent permitted
by the Series' nonfundamental investment policies and limitations. Under
applicable guidelines of the staff of the SEC, if the Series engages in a
short sale of the type referred to in the Prospectus, it must put in a
segregated account (not with the broker) an amount of cash or U.S. government
securities equal to the difference between (1) the market value of the
securities sold short at the time they were sold short and (2) any cash or
U.S. government securities required to be deposited as collateral with the
broker in connection with the short sale (not including the proceeds from the
short sale). In addition, until the Series replaces the borrowed security, it
must daily maintain the segregated account at such a level that (3) the amount
deposited in it plus the amount deposited with the broker as collateral will
equal the current market value of the securities sold short, and (4) the
amount deposited in it plus the amount deposited with the broker as collateral
will not be less than the market value of the securities at the time they were
sold short.
The effect on the Series of engaging in short selling is similar to the
effect of leverage. Short selling may exaggerate changes in the Portfolio's
NAV and yield. Short selling may also produce higher than normal portfolio
turnover which may result in increased transaction costs to the Series and may
result in gains from the sale of securities deemed to have been held for less
than three months. Such gains must be limited in order for AMT International
Investments to qualify as a RIC. See "Additional Tax Information."
AMT Partners, Growth, Balanced and International Investments may make
short sales against-the-box, in which the Series sells short securities it
owns or has the right to obtain without payment of additional consideration.
FOREIGN CORPORATE AND GOVERNMENT DEBT SECURITIES. (ALL SERIES). Each
Series may invest in foreign corporate bonds and debentures and sovereign debt
instruments issued or guaranteed by foreign governments, their agencies or
instrumentalities.
<PAGE>
Foreign debt securities are subject to risks similar to those of other
foreign securities. In addition, foreign debt securities are subject to the
risk of an issuer's inability to meet principal and interest payments on the
obligations ("credit risk") and are also subject to price volatility due to
such factors as interest rate sensitivity, market perception of the
creditworthiness of the issuer, and general market liquidity ("market risk").
Lower-rated securities are more likely to react to developments affecting
market and credit risk than are more highly rated securities, which react
primarily to movements in the general level of interest rates. Debt
securities in the lowest rating categories may involve a substantial risk of
default or may be in default. Changes in economic conditions or developments
regarding the individual issuer are more likely to cause price volatility and
weaken the capacity of the issuers of such securities to make principal and
interest payments than is the case for higher grade debt securities. An
economic downturn affecting the issuer may result in an increased incidence of
default. The market for lower-rated securities may be thinner and less active
than for higher-rated securities. Pricing of thinly traded securities requires
greater judgment than pricing of securities for which market transactions are
regularly reported. N&B Management and, with respect to AMT International
Investments, BNP-N&B Global, will invest in such securities only when it
concludes that the anticipated return to the Series and the Portfolio on such
an investment warrants exposure to the additional level of risk. A further
description of the ratings used by Moody's and S&P is included in the Appendix
to the SAI. Subsequent to its purchase by the Series, an issue of securities
may cease to be rated or its rating may be reduced. In such a case, N&B
Management and, with respect to AMT International Investments, BNP-N&B Global,
will make a determination as to whether the Series should dispose of the
downgraded securities.
CONVERTIBLE SECURITIES. (AMT INTERNATIONAL INVESTMENTS, AMT GROWTH
INVESTMENTS, AMT BALANCED INVESTMENTS AND AMT PARTNERS INVESTMENTS). A
convertible security entitles the holder to receive interest paid or accrued
on debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion,
convertible securities ordinarily provide a stream of income with generally
higher yields than those of common stocks of the same or similar issuers, but
lower than the yield on non-convertible debt. Convertible securities are
usually subordinated to comparable-tier nonconvertible securities but rank
senior to common stock in a corporation's capital structure. The value of a
convertible security is a function of (1) its yield in comparison with the
yields of other securities of comparable maturity and quality that do not have
a conversion privilege and (2) its worth, at market value, if converted into
the underlying common stock.
Convertible securities are typically issued by smaller capitalized
companies whose stock prices may be volatile. The price of a convertible
security often reflects such variations in the price of the underlying common
stock in a way that nonconvertible debt does not. A convertible security may
be subject to redemption at the option of the issuer at a price established in
the security's governing instrument. If a convertible security held by a
Series is called for redemption, the Series will be required to convert it
into the underlying common stock, sell it to a third party or permit the
issuer to redeem the security.
<PAGE>
Any of these actions could have an adverse effect on the fund's ability to
achieve its investment objective.
PREFERRED STOCK. (AMT INTERNATIONAL INVESTMENTS, AMT GROWTH INVESTMENTS,
AMT BALANCED INVESTMENTS AND AMT PARTNERS INVESTMENTS). Unlike interest
payments on debt securities, dividends on preferred stock are generally
payable at the discretion of the issuer's board of directors, although
preferred shareholders may have certain rights if dividends are not paid.
Shareholders may suffer a loss of value if dividends are not paid, and
generally have no legal recourse against the issuer. The market prices of
preferred stocks are generally more sensitive to changes in the issuer's
creditworthiness than are the prices of debt securities.
COMMERCIAL PAPER. (ALL SERIES). Commercial paper is a short-term debt
security issued by a corporation or bank for purposes such as financing
current operations. AMT Growth, Partners, Liquid Asset and International
Investments may invest only in commercial paper receiving the highest rating
from S&P (A-1) or Moody's (P-1), or deemed by N&B Management and, with respect
to AMT International Investments, by BNP-N&B Global, to be of equivalent
quality. AMT International Investments may invest in such commercial paper,
as a defensive measure, to maintain adequate liquidity or as needed for
segregated accounts.
Each Series may invest in commercial paper that cannot be resold to the
public without an effective registration statement under the 1933 Act. While
such restricted securities are normally deemed illiquid, N&B Management, or
with respect to AMT International Investments, BNP-N&B Global, may in certain
cases determine that such paper is liquid, pursuant to guidelines established
by Managers Trusts Board of Trustees.
ZERO COUPON SECURITIES. (ALL SERIES). Each of these Series may invest in
zero coupon securities (up to 5% of its net assets, with respect to AMT
Partners Investments and AMT Limited Maturity Bond Investments), which are
debt obligations that do not entitle the holder to any periodic payment of
interest prior to maturity or specify a future date when the securities begin
paying current interest. Rather, they are issued and traded at a discount
from their face amount or par value, which discount varies depending on
prevailing interest rates, the time remaining until cash payments begin, the
liquidity of the security, and the perceived credit quality of the issuer.
The discount on zero coupon securities ("original issue discount") is
taken into account by each Series prior to the receipt of any actual payments.
Because each Portfolio must distribute to its shareholders substantially all
of its income (including its share of its corresponding Series original issue
discount) for income tax purposes (see "Additional Tax Information"), a Series
may have to dispose of portfolio securities under disadvantageous
circumstances to generate cash, or may be required to borrow, to satisfy its
corresponding Portfolio's distribution requirements.
<PAGE>
The market prices of zero coupon securities generally are more volatile
than the prices of securities that pay interest periodically and are likely to
respond to changes in interest rates to a greater degree than do other types
of debt securities having similar maturities and credit quality.
MUNICIPAL OBLIGATIONS. (AMT LIMITED MATURITY BOND INVESTMENTS AND AMT
BALANCED INVESTMENTS). Municipal obligations are issued by or on behalf of
states (as used herein, including the District of Columbia), territories and
possessions of the United States and their political subdivisions, agencies,
and instrumentalities; the interest on which is exempt from federal income
tax. Municipal obligations include general obligation securities, which are
backed by the full taxing power of a municipality, and revenue securities,
which are backed only by the income from a specific project, facility, or tax.
Municipal obligations also include industrial development and private
activity bonds which are issued by or on behalf of public authorities, but
are not backed by the credit of any governmental or public authority.
Anticipation notes, which are also municipal obligations, are issued by
municipalities in expectation of future proceeds from the issuance of bonds,
or from taxes or other revenues, and are payable from those bond proceeds,
taxes, or revenues. Municipal obligations also include tax-exempt commercial
paper, which is issued by municipalities to help finance short-term capital or
operating requirements.
The value of municipal obligations is dependent on the continuing payment
of interest and principal when due by the issuers of the municipal obligations
in which a Series invests (or, in the case of industrial development bonds,
the revenues generated by the facility financed by the bonds or, in certain
other instances, the provider of the credit facility backing the bonds). As
with other fixed income securities, an increase in interest rates generally
will reduce the value of the Series investments in municipal obligations,
whereas a decline in interest rates generally will increase that value.
Current efforts to restructure the federal budget and the relationship between
the federal government and state and local governments may impact the
financing of some issuers of municipal securities. Some states and localities
are experiencing substantial deficits and may find it difficult for political
or economic reasons to increase taxes. Both of these factors could affect the
ability of an issuer of municipal securities to meet its obligations.
INTEREST RATE PROTECTION TRANSACTIONS. (AMT GOVERNMENT INCOME
INVESTMENTS). AMT Government Income Investments may enter into interest rate
swaps, caps, floors, and collars. An interest rate swap involves an agreement
between two parties to exchange payments that are based, for example, on
variable and fixed rates of interest and that are calculated on the basis of a
specified amount (the "notional principal amount"). In an interest rate cap
or floor transaction, one party agrees to make payments to the other party
when a specified market interest rate goes above (in the case of a cap) or
below (in the case of a floor) a designated level on predetermined dates or
during a specified time period. An interest rate collar transaction involves
both a cap and a floor (that is, one party agrees to make payments to the
other party when a specified market interest rate goes outside a specified
range).
<PAGE>
The Series enters into these transactions only with banks and recognized
securities dealers believed by N&B Management to present minimal credit risks
in accordance with guidelines established by the Trustees, for the purpose of
(1) preserving a return or spread on a particular investment or portion of its
portfolio, (2) protecting against an increase in the price of securities it
anticipates purchasing at a later date, or (3) effectively fixing the rate of
interest it pays on borrowings. The Series uses interest rate protection
transactions as hedges and not as speculative investments; these transactions
are subject to risks comparable to those described herein with respect to
other hedging strategies. If the Series enters into such a transaction and
N&B Management incorrectly forecasts interest rates, market values, or other
economic factors, the Series would have been in a better position had it not
hedged at all. The Series does not treat these transactions as being subject
to its borrowing restrictions.
The Series will maintain appropriate liquid assets in a segregated
custodial account to cover its current obligations under swap agreements. If
the Series enters into a swap agreement on a net basis, it will segregate
assets with a daily value at least equal to the excess, if any, of its accrued
obligations under the swap agreement over the accrued amount it is entitled to
receive under the agreement. If the Series enters into a swap agreement on
other than a net basis, it will segregate assets with a value equal to the
full amount of its accrued obligations under the agreement.
The swap market has grown substantially in recent years, with a large
number of the participants utilizing standardized swap documentation. Swap
agreements are treated as liquid if they can be expected, in N&B Management's
judgment, to be able to be sold within seven days at approximately the price
at which they are valued. Caps, floors, and collars are more recent
innovations for which documentation is less standardized, and accordingly they
are less liquid than swaps.
SHORT-TERM TRADING. (AMT GOVERNMENT INCOME INVESTMENTS). AMT Government
Income Investments may engage in short-term trading. Securities may be sold
in anticipation of a market decline (a rise in interest rates) or purchased in
anticipation of a market rise (a decline in interest rates). In addition, a
security may be sold and another purchased at approximately the same time to
take advantage of what N&B Management believes to be a temporary dis-parity in
the normal yield relationship between the two securities. Yield disparities
may occur for reasons not directly related to the investment quality of
particular issues or the general movement of interest rates, such as changes
in the overall demand for or supply of various types of fixed income
securities or changes in the investment objectives of investors.
FIXED INCOME SECURITIES. (ALL SERIES). Each Series may invest in money
market instruments, U.S. Government or Agency securities, and corporate bonds
and debentures receiving one of the four highest ratings from S&P, Moody's, or
any other NRSRO or, if not rated by any NRSRO, deemed comparable by N&B
Management, or by BNP-N&B Global with respect to AMT International
Investments, to such rated securities (Comparable Unrated Securities); in
addition, AMT Partners Investments may invest up to 15% of its
<PAGE>
net assets in corporate debt securities rated below investment grade or
Comparable Unrated Securities. The ratings of an NRSRO represent its opinion
as to the quality of securities it undertakes to rate. Ratings are not
absolute standards of quality; consequently, securities with the same
maturity, coupon, and rating may have different yields. A Series relies on
the credit evaluations performed by N&B Management and, with respect to AMT
International Investments, BNP-N&B Global, and on ratings assigned by S&P and
Moody's, which are described in Appendix A to this SAI.
Fixed income securities are subject to the risk of an issuer's inability
to meet principal and interest payments on the obligations ("credit risk") and
also may be subject to price volatility due to such factors as interest rate
sensitivity, market perception of the credit-worthiness of the issuer, and
general market liquidity ("market risk"). Lower-rated securities are more
likely to react to developments affecting market and credit risk than are more
highly rated securities, which react primarily to movements in the general
level of interest rates. Subsequent to its purchase by a Series an issue of
securities may cease to be rated or its rating may be reduced, so that the
securities would not be eligible for purchase by the Series. In such a case,
with respect to all Series except AMT Liquid Asset Investments, N&B
Management, or BNP-N&B Global, with respect to AMT International Investments,
will engage in an orderly disposition of the downgraded securities to the
extent necessary to ensure that the Series' holdings of such securities will
not exceed 5% of the Series' net assets. With respect to AMT Liquid Asset
Investments, N&B Management will consider the need to dispose of such
securities in accordance with the requirements of Rule 2a-7.
CERTAIN RISK CONSIDERATIONS
Although each Series seeks to reduce risk by investing in a diversified
portfolio, diversification does not eliminate all risk. There can, of course,
be no assurance that any Series will achieve its investment objective, and an
investment in a Portfolio involves certain risks that are described in the
sections entitled "Investment Program" and "Description of Investments" in the
Prospectus and "Investment Information" in this SAI.
PERFORMANCE INFORMATION
A Portfolio's performance may be quoted in advertising in terms of yield
or total return if accompanied by performance of an insurance company's
separate account. Each Portfolio's performance figures are based on
historical earnings and are not intended to indicate future performance. The
share price (except in the case of the Liquid Asset Portfolio), yield and
total return of each Portfolio will vary, and an investment in the Portfolio,
when redeemed, may be worth more or less than the original purchase price.
YIELD CALCULATIONS
The Liquid Asset Portfolio may advertise its current yield and effective
yield. The Portfolios CURRENT YIELD is based on a seven-day period and is
computed by determining
<PAGE>
the net change (excluding capital changes) in the value of a hypothetical
account having a balance of one share at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from shareholder
accounts, and dividing the difference by the value of the account at the
beginning of the base period. The result is a base period return, which is
then annualized -- that is, the amount of income generated during the
seven-day period is assumed to be generated each week over a 52-week period --
and shown as an annual percentage of the investment.
The EFFECTIVE YIELD of the Portfolio is calculated similarly, but the
base period return is assumed to be reinvested. The assumed reinvestment is
calculated by adding 1 to the base period return, raising the sum to a power
equal to 365 divided by seven, and subtracting one from the result, according
to the following formula:
365/7
Effective Yield = [(Base Period Return + 1) - 1
For the seven calendar days ended December 31, 1994, the current yield of
the predecessor of the Liquid Asset Portfolio was 4.93%. For the same period,
the effective yield was 5.05%.
LIMITED MATURITY BOND PORTFOLIO AND GOVERNMENT INCOME PORTFOLIO. Each of
these Portfolios may advertise its yield based on a 30-day (or one-month)
period. This YIELD is computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last day of the period. The result then is annualized and shown as an annual
percentage of the investment.
The annualized yield for each of the predecessors of the Limited Maturity
Bond Portfolio and the Government Income Portfolio for the 30-day period ended
December 31, 1994 was 6.41% and 5.59%, respectively.
TOTAL RETURN COMPUTATIONS. (All Portfolios except Liquid Asset and
International).
A Portfolio may advertise certain total return information. An average
annual compounded rate of return ("T") may be computed by using the redeemable
value at the end of a specified period ("ERV") of a hypothetical initial
investment of $1,000 ("P") over a period of time ("n") according to the
formula:
n
P ( 1 + T) = ERV
The average annual total return smooths out year-to-year variations and,
in that respect, differs from actual year-to-year results. Of course, past
performance cannot be a guarantee of future results. These calculations assume
that all dividends and distributions are reinvested.
<PAGE>
The average annual total returns for the predecessor of the Growth
Portfolio for the one-, five-, and ten-year periods ended December 31, 1994,
were -4.99%, 5.77%, and 11.89%, respectively.
The average annual total returns for the predecessor of the Limited
Maturity Bond Portfolio for the one-, five-, and ten-year periods ended
December 31, 1994, were -0.15%, 6.19%, and 7.96%, respectively.
The average annual total returns for the predecessor of the Balanced
Portfolio for the one-year and five-year periods ended December 31, 1994, and
for the period from February 28, 1989 (commencement of operations), through
December 31, 1994, were
- - - - - 3.36%, 6.81%, and 8.59%, respectively.
The total return for the predecessor of the Partners Portfolio from
March 22, 1994 (commencement of operations) through December 31, 1994 was
- - - - -2.30%.
The total return for the predecessor of the Government Income Portfolio
from March 22, 1994 (commencement of operations) through December 31, 1994 was
1.50%.
N&B Management has reimbursed certain of the predecessors to the
Portfolios for certain expenses during the periods shown, which has the effect
of increasing total return.
Total returns quoted for the Portfolios include the effect of deducting a
Portfolio's expenses, but may not include charges and expenses attributable to
any particular insurance product. Since you can only purchase shares of a
Portfolio through a variable annuity or variable life insurance contract, you
should carefully review the prospectus of the insurance product you have
chosen for information on relevant charges and expenses. Excluding these
charges from quotations of a Portfolio's performance has the effect of
increasing the performance quoted. You should bear in mind the effect of
these charges when comparing a Portfolio's performance to that of other mutual
funds.
COMPARATIVE INFORMATION
From time to time a Portfolios performance may be compared with
(1) data (that may be expressed as rankings or ratings) published by
independent services or publications (including newspapers, newsletters, and
financial periodicals) that monitor the performance of mutual funds, such as
Lipper Analytical Services, Inc. (Lipper), C.D.A. Investment Technologies,
Inc. (C.D.A.), Wiesenberger Investment Companies Service (Wiesenberger),
Investment Company Data Inc., Morningstar, Inc. (Morningstar), Micropal
Incorporated, VARDS and quarterly mutual fund rankings by Money, Fortune,
Forbes, Business Week, Personal Investor, and U.S. News & World Report
magazines, The Wall Street Journal, New York Times, Kiplingers Personal
Finance, and Barrons Newspaper, or
<PAGE>
(2) recognized stock and other indices, such as the S&P 500 Composite
Stock Price Index (S&P 500 Index"), S&P Small Cap 600 (S&P 600"), S&P Mid Cap
400 (S&P 400"), Russell 2000 Stock Index, Dow Jones Industrial Average (DJIA),
Wilshire 1750, NASDAQ, Value Line Index, U.S. Department of Labor Consumer
Price Index (Consumer Price Index), College Board Survey of Colleges Annual
Increases of College costs, Kanon Blochs Family Performance Index, the Barra
Growth Index, the Barra Value Index, the EAFE Index, the Financial Times World
XUS Index, and various other domestic, international, and global indices. The
S&P 500 Index is a broad index of common stock prices, while the DJIA
represents a narrower segment of industrial companies. The S&P 600 includes
stocks that range in market value from $27 million to $880 million, with an
average of $302 million. The S&P 400 measures mid-sized companies with an
average market capitalization of $1.2 billion. The EAFE Index is an unmanaged
index of common stock prices of more than 900 companies from Europe,
Australia, and the Far East translated into U.S. dollars. The Financial Times
World XUS Index is an index of 24 international markets, excluding the U.S.
market. Each assumes reinvestment of distributions and is calculated without
regard to tax consequences or the costs of investing. The Portfolios invest
in different types of securities from those included in some of these indices.
Evaluations of a Portfolios performance and a Portfolios total return and
comparisons may be used in advertisements and in information furnished to
present and prospective shareholders. The Portfolios may also be compared to
individual asset classes such as common stocks, small cap stocks, or Treasury
bonds, based on information supplied by Ibbotson and Sinquefield.
TRUSTEES AND OFFICERS
The following table sets forth information concerning the trustees and
officers of the Trusts, including their addresses and principal business
experience during the past five years. Some persons named as trustees and
officers also serve in similar capacities for other funds and their
corresponding portfolios, advised by Neuberger & Berman and N&B Management.
<TABLE>
<CAPTION>
<S> <C> <C>
Positions Held with
Name, Address and Age (1) the Trusts Principal Occupation(s) (2)
- - - - -------------------------- ------------------------- -------------------------------------
Stanley Egener* Chairman of the Partner of Neuberger & Berman;
Age: 60 Board (Chief President and Director of N&B
Executive Officer) Management; Chairman of the
and Trustee of each Board, Chief Executive Officer,
Trust and Trustee of other mutual funds
for which N&B Management acts
as investment adviser, manager,
or administrator.
Faith Colish Trustee of each Attorney at law, Faith Colish, A
63 Wall Street Trust Professional Corporation.
24th Floor
New York, NY 10005
Age: __
Walter G. Ehlers Trustee of each Consultant; Director of The Turner
6806 Suffolk Place Trust Corporation, A.B. Chance
Harvey Cedars, NJ 08008 Company, Crescent Jewelry, Inc.
Age: __ and The China Medical Board
Leslie A. Jacobson Trustee of each Counsel to Fried, Frank, Harris,
Hickory Kingdom Road Trust Shriver & Jacobson, attorneys at
Bedford, NY 10506 law; previously a partner of that
Age: 84 firm.
Robert M. Porter Trustee of each Retired September, 1991;
P.O. Box 33366 Trust Formerly Director of Customer
Kerrville, TX 78029-3366 Relations, Aetna Life & Casualty
Age: __ Company.
Ruth E. Salzmann Trustee of each Retired; Director of John Deere
1556 Pine Street Trust Insurance Group; Actuarial
Stevens Point, WI 54481 Consultant.
Age: __
Peter P. Trapp* Trustee of each Consultant; Formerly Vice
777 Ridge Road Trust President, Sentry Insurance a
Stevens Point, WI 54481 Mutual Company, and President
Age: __ and Chief Operating Officer,
Sentry Investors Life Insurance
Company.
Lawrence Zicklin* President and Partner of Neuberger & Berman;
Age: __ Trustee of each Director of N&B Management;
Trust President and Trustee of other
mutual funds and portfolios for
which N&B Management acts as
investment adviser, manager, or
administrator.
Daniel J. Sullivan Vice President of Senior Vice President of N&B
Age: 55 each Trust Management since 1992; prior
thereto, Vice President of N&B
Management; Vice President of
other mutual funds for which N&B
Management acts as investment
adviser, manager, or
administrator.
Michael J. Weiner Vice President and Senior Vice President and
Age: 48 Principal Financial Treasurer of N&B Management
Officer of each since 1992; prior thereto, Vice
Trust President and Treasurer of N&B
Management; Vice President and
Principal Financial Officer of other
mutual funds for which N&B
Management acts as investment
adviser, manager, or
administrator.
Claudia A. Brandon Secretary of each Vice President of N&B
Age: 38 Trust Management; Secretary of other
mutual funds for which N&B
Management acts as investment
adviser, manager, or
administrator.
Richard Russell Treasurer and Vice President of N&B Manage-
Age: 48 Principal ment since 1993; prior thereto,
Accounting Officer Assistant Vice President of N&B
of each Trust Management; Treasurer or
Assistant Treasurer and Principal
Accounting Officer of other mutual
funds for which N&B Management
acts as investment adviser,
manager, or administrator.
Stacy Cooper-Shugrue Assistant Secretary Assistant Vice President of N&B
Age: 32 of each Trust Management since 1993; prior
thereto, an employee of N&B
Management; Assistant Secretary
of other mutual funds for which
N&B Management acts as
investment adviser, manager, or
administrator.
C. Carl Randolph Assistant Secretary Partner of Neuberger & Berman
Age: 57 of each Trust since 1992; employee thereof
since 1971; Assistant Secretary of
other mutual funds for which N&B
Management acts as investment
adviser, manager, or adminis-
trator.
</TABLE>
_______________________
(1) Unless otherwise indicated, the business address of each listed person is
605 Third Avenue, New York, New York 10158.
(2) Except as otherwise indicated, each individual has held the position
shown for at least the last five years.
* Indicates an "interested person" of each Trust within the meaning of the
1940 Act. Messrs. Egener and Zicklin are interested persons by virtue of the
fact that they are officers and directors of N&B Management and partners of
Neuberger & Berman. Mr. Trapp is an interested person by virtue of the fact
that he is an officer of one of the Life Company shareholders of the Trust.
Each Trust's Declaration of Trust provides that it will indemnify the
Trustees and its officers against liabilities and expenses reasonably incurred
in connection with litigation in which they may be involved because of their
offices with the Trust, unless it is adjudicated that they engaged in bad
faith, wilful misfeasance, gross negligence, or reckless disregard of the
duties involved in their offices. In the case of settlement, such
indemnification will not be provided unless it has been determined -- by a
court or other body approving the settlement or other disposition, or by a
majority of disinterested Trustees, based upon a review of readily available
facts, or in a written opinion of independent counsel -- that such officers or
Trustees have not engaged in wilful misfeasance, bad faith, gross negligence,
or reckless disregard of their duties.
Trustees who are not officers or employees of N&B Management, Neuberger &
Berman, BNP-N&B Global, and/or the Life Companies or any of their affiliates
are paid trustees' fees. For the year ended December 31, 1994, a total of
$39,500 in fees was paid to the Trustees as a group by the predecessor to the
Trust. The following table shows 1994 compensation by Trustee.
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Pension or Total
Aggregate Retirement Estimated Compensation
Compensation Benefits Accrued Annual From Trusts
Name of Person, From As Part of Trusts Benefits Upon and Fund Complex
Position Trusts Expenses Retirement Paid to Trustees
Stanley Egener, None None None None
Chairman and Trustee
Faith Colish, $ 8,500 None None $ ________
Trustee
Walter G. Ehlers, $ 8,000 None None $ 8,000
Trustee
Leslie A. Jacobson, $ 7,500 None None $ 37,500
Trustee
Robert M. Porter, $ 7,500 None None $ 7,500
Trustee
Ruth E. Salzmann, $ 8,000 None None $ 8,000
Trustee
Peter P. Trapp, None None None None
Trustee
Lawrence Zicklin, None None None None
President and Trustee
</TABLE>
SUBSTANTIAL SHAREHOLDERS
Shares of the Portfolios are issued and redeemed in connection with
investments in and payments under certain variable annuity contracts and
variable life insurance policies (collectively, "Variable Contracts") issued
through separate accounts of life insurance companies (the "Life Companies").
Shares of the Balanced Portfolio are also offered directly to Qualified Plans.
As of April 24, 1995, the separate accounts of the Life Companies were known
to the Board of Trustees and the management of the Trust to own
<PAGE>
of record all shares of the Growth, Liquid Asset, Limited Maturity Bond,
Partners, and Government Income Portfolios of the Trust and approximately
____% of the shares of the Balanced Portfolio of the Trust. There were no
shareholders of the International Portfolio as of this same date. A Trustee of
the Trust owns a Variable Contract, the underlying Trust shares of which
constitute less than 1% of the total Trust shares issued and outstanding.
Sentry Life Insurance Company, Sentry Life Insurance Company of New York
and Sentry Investors Life Insurance Company ("Sentry Life Companies"), which
are controlled by Sentry Insurance a Mutual Company, contributed the initial
capital to the Trust. As of ______, 1995, the Liquid Asset Portfolio was
controlled by ________________ through their respective share ownership
interests in the Liquid Asset Portfolio; the Growth Portfolio was controlled
by ____________________ through their respective share ownership interests in
the Growth Portfolio; the Limited Maturity Bond Portfolio was controlled by
_______________________ through their respective share ownership interests in
the Limited Maturity Bond Portfolio; the Balanced Portfolio was controlled by
_________________________ through their respective share ownership interests
in the Balanced Portfolio; the Partners Portfolio was controlled by
________________ through their respective share ownership interests in the
Partners Portfolio; and the Government Income Portfolio was controlled by
_______________________ through their respective share ownership interests in
the Government Income Portfolio.
INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION SERVICES
ALL PORTFOLIOS AND THEIR CORRESPONDING SERIES (EXCEPT INTERNATIONAL
PORTFOLIO AND ITS CORRESPONDING SERIES)
Because all of the Portfolios net investable assets are invested in
their corresponding Series, the Portfolios do not need an investment manager.
With the exception of AMT International Investments, N&B Management serves as
each Series' investment manager pursuant to a Management Agreement dated as of
______________, 1995 ("Management Agreement") that was approved by the holders
of the interests in all the Series on __________.
The Management Agreement provides in substance that N&B Management will
make and implement investment decisions for the Series in its discretion and
will continuously develop an investment program for each Series's assets. The
Management Agreement permits N&B Management to effect securities transactions
on behalf of each Series through associated persons of N&B Management. The
Management Agreement also specifically permits N&B Management to compensate,
through higher commissions, brokers and dealers who provide investment
research and analysis to the Series, but N&B Management has no current plans
to do so.
N&B Management provides to each Series, without cost, office space,
equipment, and facilities and personnel necessary to perform executive,
administrative, and clerical functions and pays all salaries, expenses, and
fees of the officers, trustees, and employees
<PAGE>
of Managers Trust who are officers, directors, or employees of N&B Management.
Two officers of N&B Management (who also are partners of Neuberger & Berman),
who also serve as directors of N&B Management, presently serve as trustees and
officers of the Trusts. See "Trustees and Officers." N&B Management provides
similar facilities and services to each Portfolio pursuant to an
administration agreement dated ______________________, 1995 ("Administration
Agreement"). Each Portfolio was authorized to become subject to the
Administration Agreement by vote of the Trustees on ____________________,
1995, and became subject to it on May 1, 1995.
Prior to May 1, 1995, N&B Management provided investment advisory and
administrative services to the predecessor of each Portfolio (except the
International Portfolio) under an Investment Advisory Agreement (Prior
Agreement) with that Portfolio. As compensation for these services, the
predecessors to the Liquid Asset Portfolio and Limited Maturity Bond Portfolio
paid N&B Management a fee at the annual rate of 0.50% of the average daily net
assets of each of the two Portfolios; the predecessor to the Government Income
Portfolio paid N&B Management a fee at the annual rate of 0.60% of the average
daily net assets of the Portfolio; the predecessor to the Balanced Portfolio
paid N&B Management a fee at the annual rate of 0.70% of the average daily net
assets of the Portfolio; and the predecessors to the Growth and Partners
Portfolios paid N&B Management a fee at the rate of 0.70% of the first $250
million of average asset value, 0.675% of the next $250 million of average
asset value, 0.650% of the next $250 million of average asset value, 0.625% of
the next $250 million of average asset value and 0.60% of the average asset
value in excess of $1 billion. The fee rate paid by each predecessor
Portfolio under its Prior Agreement is 0.15% lower than the combined
management and administrative fees paid by the corresponding successor
Portfolio and its corresponding Series under the Management and Administration
Agreements.
The predecessors of each of the Portfolios paid advisory fees for the
years ended December 31, 1992, 1993 and 1994 as follows. For the year ended
December 31, 1992, N&B Management was paid advisory fees as follows: $128,698,
Liquid Asset Portfolio; $1,794,228, Growth Portfolio; $654,873, Limited
Maturity Bond Portfolio; and $382,013, Balanced Portfolio. For the year ended
December 31, 1993, N&B Management was paid advisory fees as follows: $44,324,
Liquid Asset Portfolio; $2,376,645, Growth Portfolio; $1,304,236, Limited
Maturity Bond Portfolio; and $879,956, Balanced Portfolio. For the year ended
December 31, 1994, N&B Management was paid advisory fees as follows: $28,699,
Liquid Asset Portfolio; $2,508,627 Growth Portfolio; $1,806,336, Limited
Maturity Bond Portfolio; $1,217,370, Balanced Portfolio; $4,752, Government
Income Portfolio; and $19,769, Partners Portfolio.
The Management and Administration Agreements each continue until
__________, 1997 with respect to each Series or Portfolio, respectively. The
Management Agreement is renewable thereafter from year to year with respect to
each Series, so long as its continuance is approved at least annually (1) by
the vote of a majority of Managers Trust's Trustees who are not "interested
persons" of N&B Management or Managers Trust ("Independent Series Trustees"),
cast in person at a meeting called for the purpose of
<PAGE>
voting on such approval, and (2) by the vote of a majority of Managers Trust's
Trustees or by a 1940 Act majority vote of the outstanding shares in that
Series. After the first two years, the Administration Agreement is renewable
from year to year with respect to a Portfolio, so long as its continuance is
approved at least annually (1) by the vote of a majority of the Portfolio
Trustees who are not "interested persons" of N&B Management or the Trust
("Independent Portfolio Trustees"), cast in person at a meeting called for the
purpose of voting on such approval, and (2) by the vote of a majority of the
Portfolio Trustees or by a 1940 Act majority vote of the outstanding shares in
that Portfolio. The Management Agreement is terminable with respect to a
Series without penalty on 60 days' written notice either by Managers Trust or
by N&B Management. The Administration Agreement is terminable with respect to
a Portfolio without penalty by N&B Management upon at least 120 days' prior
written notice to the Portfolio, and by the Portfolio if authorized by the
Portfolio Trustees, including a majority of the Independent Portfolio
Trustees, on at least 30 days' written notice to N&B Management. Each
Agreement terminates automatically if it is assigned.
INTERNATIONAL PORTFOLIO AND ITS CORRESPONDING SERIES
BNP-N&B Global, a partnership jointly owned by Banque Nationale de
Paris ("BNP") and Neuberger & Berman, serves as the investment adviser of the
Series. BNP-N&B Global was organized as a partnership of BNP and Neuberger &
Berman in May, 1994, combining the experience of two long-established firms to
provide advisory services. BNP-N&B Global has its headquarters in New York.
The partnership, which is registered as an investment adviser with the U.S.
Securities and Exchange Commission, was formed to provide asset management
services to institutions and high net worth individuals.
BNP-N&B Global has access to the substantial resources of both BNP and
Neuberger & Berman. Such resources include economic analysis, foreign
exchange analysis, securities analysis and portfolio management.
BNP is one of the largest banks and asset managers in Europe. BNP,
together with its predecessor firms, has engaged in commercial banking since
1848 and is established in 77 countries on six continents and maintains a 25
person global economics department with over 40 financial analysts in London,
Paris, Hong Kong, Frankfurt and Sydney. It operates in all major financial
centers around the world, including the U.S., New York, Chicago, Houston,
Dallas, Miami, San Francisco and Los Angeles.
As of December 31, 1994, BNP had consolidated net equity of approximately
$9 billion. BNP has an AA credit rating from all major credit rating
agencies. The portfolios managed by BNP on a discretionary basis accounted
for more than $63 billion at the end of 1993. BNP manages equity, fixed
income and balanced assets in all major markets including France, Europe and
Asia. BNP has been selected for the last two years by MIEUX VIVRE magazine as
the best long-term French manager based on the results of its French SICAV's
(a type of collective investment fund).
<PAGE>
Neuberger & Berman is an investment management firm with headquarters in
New York. The firm's focus is on U.S. fixed income, equity and balanced fund
management. Total assets under management by Neuberger & Berman and its
affiliates were approxi-mately $____ billion as of March 31, 1995. Founded in
1939 to manage portfolios for high net worth individuals, the firm entered the
mutual fund management business in 1950, and began offering active management
for pension funds and institutions in the mid-1970's. Most money managers
that come to the Neuberger & Berman organization have at least fifteen years
of experience. Neuberger & Berman and N&B Management employ experienced
professionals that work in a competitive environment.
Because the Portfolio's net investable assets are invested in the Series,
the Portfolio does not need an investment adviser. BNP-N&B Global serves as
the Series' investment adviser pursuant to an Investment Advisory Agreement
with Managers Trust, on behalf of the Series, dated as of ______________, 1995
("Investment Advisory Agreement").
The Investment Advisory Agreement provides in substance that BNP-N&B
Global will make and implement investment decisions for the Series in its
discretion and will continuously develop an investment program for the
Series's assets. The Investment Advisory Agreement permits BNP-N&B Global to
effect securities transactions on behalf of the Series through associated
persons of BNP-N&B Global. The Investment Advisory Agreement also
specifically permits BNP-N&B Global to compensate, through higher commissions,
brokers and dealers who provide investment research and analysis to the
Series, but BNP-N&B Global has no current plans to do so.
N&B Management provides to the Series office space, equipment, and
facilities and personnel necessary to perform executive, administrative, and
clerical functions and pays all salaries, expenses, and fees of the officers,
trustees, and employees of Managers Trust who are officers, directors, or
employees of N&B Management, pursuant to an Administration Agreement dated
______________________, 1995 ("Series Administration Agreement"). Two
officers of N&B Management (who also are partners of Neuberger & Berman), who
also serve as directors of N&B Management, presently serve as trustees and
officers of the Trusts. See "Trustees and Officers." N&B Management also
provides similar facilities and services to the Portfolio pursuant to an
administration agreement dated ______________________, 1995 ("Portfolio
Administration Agreement"). The Portfolio was authorized to become subject to
the Portfolio Administration Agreement by vote of the Portfolio Trustees on
____________________, 1995, and became subject to it on May 1, 1995.
The Investment Advisory Agreement continues as to the Series for a period
of two years after the date the Series became subject thereto. The Investment
Advisory Agreement is renewable thereafter from year to year with respect to
the Series, so long as its continuance is approved at least annually (1) by
the vote of a majority of the Series Trustees who are not "interested persons"
of BNP-N&B Global or Managers Trust ("Independent Series Trustees"), cast in
person at a meeting called for the purpose of
<PAGE>
voting on such approval, and (2) by the vote of a majority of the Series
Trustees or by a 1940 Act majority vote of the outstanding shares in the
Series.
The Series Administration Agreement and the Portfolio Administration
Agreement continue as to the Series and Portfolio, respectively, for a period
of two years after the date the Series or the Portfolio became subject
thereto. After the first two years, the Administration Agreements are
renewable from year to year, so long as their continuance is approved at least
annually (1) by the vote of a majority of the Portfolio or Series Trustees (as
appropriate) who are not "interested persons" of N&B Management, BNP-N&B
Global, or the Trust ("Independent Trustees"), cast in person at a meeting
called for the purpose of voting on such approval, and (2) by the vote of a
majority of the Portfolio or Series (as appropriate) Trustees or by a 1940 Act
majority vote of the outstanding shares in the Portfolio or Series (as
appropriate). The Investment Advisory Agreement is terminable with respect to
the Series without penalty on 60 days' written notice either by Managers Trust
or by BNP-N&B Global. The Administration Agreements are terminable with
respect to the Portfolio or Series (as appropriate) without penalty by N&B
Management upon at least 120 days' prior written notice to the Portfolio or
Series, and by the Series or Portfolio if authorized by the Trustees,
including a majority of the Independent Trustees, on at least 30 days' written
notice to N&B Management. All of the agreements discussed above will
terminate automatically if they are assigned
EXPENSE REIMBURSEMENT
ALL PORTFOLIOS AND THEIR CORRESPONDING SERIES (EXCEPT INTERNATIONAL
PORTFOLIO AND ITS CORRESPONDING SERIES)
As noted in the Prospectus under Management and Administration -
Expenses, N&B Management has voluntarily undertaken to reimburse each
Portfolio for certain operating expenses (including, if necessary, the fees
under the Administration Agreement with respect to the Government Income and
Liquid Asset Portfolios) and its pro rata share of its corresponding Series
operating expenses (including, if necessary, its fees under the Management
Agreement with respect to the Government Income and Liquid Asset Portfolios).
A similar arrangement existed with respect to the predecessors of these
Portfolios. For the year or period ended December 31, 1994, N&B Management
reimbursed the predecessors of the Liquid Asset and Government Income
Portfolios $785 and $11,752, respectively. No reimbursements were necessary
for the years ended December 31, 1993 and 1992 for the predecessor fund of the
Liquid Asset Portfolio.
INTERNATIONAL PORTFOLIO AND ITS CORRESPONDING SERIES
As noted in the Prospectus under Management and Administration -
Expenses, BNP-N&B Global and N&B Management have each voluntarily undertaken
to reimburse certain operating expenses of AMT International Investments
(BNP-N&B Global) and the International Portfolio (N&B Management),
respectively. The International Portfolio and AMT International Investments
have not yet commenced investment operations.
<PAGE>
MANAGEMENT AND CONTROL OF N&B MANAGEMENT
The directors and officers of N&B Management, all of whom have offices at
the same address as N&B Management, are Richard A. Cantor, Chairman of the
Board and director; Stanley Egener, President and director; Theresa A. Havell,
Vice President and director; Irwin Lainoff, director; Marvin C. Schwartz,
director; Lawrence Zicklin, director; Alan R. Dynner, Executive Vice
President; Daniel J. Sullivan, Senior Vice President; Michael J. Weiner,
Senior Vice President and Treasurer; Claudia A. Brandon, Vice President; Clara
Del Villar, Vice President; Mark R. Goldstein, Vice President; Farha-Joyce
Haboucha, Vice President; Michael M. Kassen, Vice President; Josephine P.
Mahaney, Vice President; Lawrence Marx III, Vice President; Ellen Metzger,
Vice President and Secretary; Stephen E. Milman, Vice President; Janet W.
Prindle, Vice President; Richard Russell, Vice President; Kent C. Simons, Vice
President; Frederick Soule, Vice President; Judith M. Vale, Vice President;
Margaret Didi Weinblatt, Vice President; Stephen A. White, Vice President;
Andrea Trachtenberg, Vice President of Marketing; Patrick T. Byrne, Assistant
Vice President; Robert Conti, Assistant Vice President; Stacy Cooper-Shugrue,
Assistant Vice President; Barbara DiGiorgio, Assistant Vice President; Roberta
D'Orio, Assistant Vice President; Lorri Esnard, Assistant Vice President;
Robert Gendelman, Assistant Vice President; Leslie Holliday-Soto, Assistant
Vice President; Carmen G. Martinez, Assistant Vice President; Paul Metzger,
Assistant Vice President; Susan Switzer, Assistant Vice President; Susan
Walsh, Assistant Vice President; Celeste Wischerth, Assistant Vice President;
and Ernest E. Ellis, Assistant Treasurer. Messrs. Cantor, Egener, Lainoff,
Schwartz, Zicklin, Goldstein, Kassen, Marx, MiIman, and Simons and Mmes.
Havell and Prindle are general partners of Neuberger & Berman.
Messrs. Egener and Zicklin are trustees and officers, and Messrs.
Sullivan, Weiner, and Russell and Mmes. Brandon and Cooper-Shugrue are
officers, of each Trust. C. Carl Randolph, a general partner of Neuberger &
Berman, also is an officer of each Trust.
All of the outstanding voting stock in N&B Management is owned by persons
who are also general partners of Neuberger & Berman.
SUB-ADVISER
N&B Management retains Neuberger & Berman, 605 Third Avenue, New York, NY
10158, as a sub-adviser with respect to each Series except the International
Series pursuant to a Sub-Advisory Agreement dated ____________, 1995. The
Sub-Advisory Agreement was authorized by the Portfolios predecessors
shareholders on August 25, 1994 and was approved by the holders of the
interests in each Series on __________.
The Sub-Advisory Agreement provides in substance that Neuberger & Berman
will furnish to N&B Management such investment recommendations and research
information, of the same type as Neuberger & Berman from time to time provides
to its partners and employees for use in managing client accounts, as N&B
Management reasonably requests. In this manner, N&B Management expects to
have available to it, in addition to
<PAGE>
research from other professional sources, the capability of the research staff
of Neuberger & Berman. This research staff consists of approximately fourteen
investment analysts, each of whom specializes in studying one or more
industries, under the supervision of research partners who are also available
for consultation with N&B Management. The Sub-Advisory Agreement provides that
the services rendered by Neuberger & Berman will be paid for by N&B Management
on the basis of the direct and indirect costs to Neuberger & Berman in
connection with those services. Neuberger & Berman also serves as a
sub-adviser for all of the other mutual funds advised by N&B Management.
The Sub-Advisory Agreement continues until ______________, 1997, and is
renewable from year to year thereafter, subject to approval of its continuance
in the same manner as the Management Agreement. The Sub-Advisory Agreement is
subject to termination, without penalty, with respect to each Series by the
Series Trustees, by a 1940 Act majority vote of the outstanding Series shares,
by N&B Management, or by Neuberger & Berman on not less than 30 nor more than
60 days' written notice. The Sub-Advisory Agreement also terminates
automatically with respect to each Series if it is assigned or if the
Manage-ment Agreement terminates with respect to the Series.
INVESTMENT COMPANIES ADVISED
Currently, BNP-N&B Global advises only one other investment company, the
International Portfolio of Global Managers Trust. However, N&B Management, an
affiliate of Neuberger & Berman and the administrator and distributor of the
Portfolios, currently serves as investment adviser or manager of the following
investment companies with aggregate net assets of approximately $7.7 billion,
as of February 28, 1995. Neuberger & Berman acts as sub-adviser to these
investment companies.
<TABLE>
<CAPTION>
<S> <C>
Approximate Net
Assets at
Name February 28, 1995
- - - - -------------------------------------------------- ------------------
Neuberger & Berman Cash Reserves $ 304,396,649
Portfolio (investment portfolio for
Neuberger & Berman Cash Reserves)
Neuberger & Berman Government Income $ 9,577,334
Portfolio (investment portfolio for
Neuberger & Berman Government Income
Fund and Neuberger & Berman Government
Income Trust)
Neuberger & Berman Government Money $ 269,087,557
Portfolio (investment portfolio for
Neuberger & Berman Government Money Fund)
Neuberger & Berman Limited Maturity Bond $ 303,067,739
Portfolio (investment portfolio for
Neuberger & Berman Limited Maturity
Bond Fund and Neuberger & Berman
Limited Maturity Bond Trust)
Neuberger & Berman Ultra Short Bond $ 90,730,864
Portfolio (investment portfolio for
Neuberger & Berman Ultra Short Bond
Fund and Neuberger & Berman Ultra Short
Bond Trust)
Neuberger & Berman Municipal Money $ 148,377,575
Portfolio (investment portfolio for
Neuberger & Berman Municipal Money Fund)
Neuberger & Berman Municipal Securities $ 42,231,503
Portfolio (investment portfolio for
Neuberger & Berman Municipal Securities Trust)
Neuberger & Berman New York Insured $ 11,390,342
Intermediate Portfolio (investment portfolio
for Neuberger & Berman New York Insured
Intermediate Fund)
Neuberger & Berman Genesis Portfolio $ 131,759,901
(investment portfolio for Neuberger & Berman
Genesis Fund and Neuberger & Berman
Genesis Trust)
Neuberger & Berman Guardian Portfolio $ 2,826,811,767
(investment portfolio for Neuberger & Berman
Guardian Fund and Neuberger & Berman
Guardian Trust)
Neuberger & Berman Manhattan Portfolio $ 503,733,536.23
(investment portfolio for Neuberger & Berman
Manhattan Fund and Neuberger & Berman
Manhattan Trust)
International Portfolio $
(investment portfolio for Neuberger & Berman
International Fund)
Neuberger & Berman Partners Portfolio $ 1,320,074,415
(investment portfolio for Neuberger & Berman
Partners Fund and Neuberger & Berman
Partners Trust)
Neuberger & Berman Focus Portfolio $ 673,176,465
(investment portfolio for Neuberger & Berman
Focus Fund and Neuberger & Berman Focus
Trust)
Neuberger & Berman Socially Responsive $ 76,214,085
Portfolio (investment portfolio for Neuberger &
Berman Socially Responsive Fund,
Neuberger & Berman NYCDC Socially
Responsive Trust, and Neuberger & Berman
Socially Responsive Trust)
Neuberger & Berman Advisers Management $
Trust (six series)
</TABLE>
* International Portfolio is managed by BNP-N&B Global.
In addition, Neuberger & Berman serves as investment adviser to two
investment companies, Plan Investment Fund, Inc. and AHA Investment Fund,
Inc., with assets of $123,248,655 and $105,879,695, respectively, at February
28, 1995.
The investment decisions concerning each Series and the other funds and
portfolios referred to above (collectively, "Other N&B Funds") have been and
will continue to be made independently of one another. In terms of their
investment objectives, most of the Other N&B Funds differ from the Series.
Even where the investment objectives are similar, however, the methods used by
the Other N&B Funds and the Series to achieve their objectives may differ.
There may be occasions when a Series and one or more of the Other N&B
Funds will be contemporaneously engaged in purchasing or selling the same
securities from or to third parties. When this occurs, the transactions will
be averaged as to price and allocated as to amounts in accordance with a
formula considered to be equitable to the funds involved. Although in some
cases this arrangement could have a detrimental effect on the price or volume
of the securities as to a Series, in other cases it is believed that a
Series's ability to participate in volume transactions may produce better
executions for it. In any case, it is the judgment of the Series Trustees
that the desirability of each Series
<PAGE>
having its advisory arrangements with N&B Management, or BNP-N&B Global with
respect to AMT International Investments, outweighs any disadvantages that may
result from contemporaneous transactions. The investment results achieved by
all of the funds advised by N&B Management, Neuberger & Berman (as adviser and
sub-adviser) and BNP have varied from one another in the past and are likely
to vary in the future.
MANAGEMENT AND CONTROL OF BNP-N&B GLOBAL
The management committee and officers of BNP-N&B Global are Vivien
Levy-Garboua, Chairman and committee member; Richard Allen Cantor, committee
member; Georges Chodren de Courcel, committee member; Philipe Bernard,
committee member; Gilles de Vaugrigmeuse, committee member; Jonathan David
Lyon, committee member; Theresa Ann Havell, committee member; Robert Ronald
McComsey, committee member; Martin McKerrow, Chief Executive Officer and
committee member; Felix Rovelli, Senior Vice President and Senior Portfolio
Manager; and Robert Cresci, Assistant Portfolio Manager. Mr. de Courcel is
also a director of BNP. Messrs. Cantor, McComsey and McKerrow, and Ms. Havell
are also partners of Neuberger & Berman.
DISTRIBUTION ARRANGEMENTS
N&B Management serves as the distributor ("Distributor") in connection
with the offering of each Portfolio's shares. In connection with the sale of
its shares, each Portfolio has authorized the Distributor to give only the
information, and to make only the statements and representations, contained in
the Prospectus and this SAI or that properly may be included in sales
literature and advertisements in accordance with the 1933 Act, the 1940 Act,
and applicable rules of self-regulatory organizations. Sales may be made only
by the Prospectus, which may be delivered either personally or through the
mails. The Distributor is the Portfolio's "principal underwriter" within the
meaning of the 1940 Act and, as such, acts as agent in arranging for the sale
of each Portfolio's shares without sales commission or other compensation and
bears all advertising and promotion expenses incurred in the sale of the
Portfolios shares. The Board of Trustees of the Trust has adopted a non-fee
Distribution Plan for each Portfolio of the Trust, which is described in the
Prospectus.
The Trust, on behalf of each Portfolio, and the Distributor are parties
to a Distribution Agreement dated __________, 1995, that continues until
_____________, 1997. The Distribution Agreement may be renewed annually
thereafter if specifically approved by (1) the vote of a majority of the
Portfolio Trustees or a 1940 Act majority vote of the Portfolio's outstanding
shares and (2) the vote of a majority of the Independent Portfolio Trustees,
cast in person at a meeting called for the purpose of voting on such approval.
The Distribution Agreement may be terminated by either party and will
automatically terminate on its assignment, in the same manner as the
Management Agreement and the Investment Advisory Agreement.
<PAGE>
ADDITIONAL REDEMPTION INFORMATION
SUSPENSION OF REDEMPTIONS
The Portfolios are normally open for business each day the NYSE is open
(Business Day). The right to redeem a Portfolio's shares may be suspended or
payment of the redemption price postponed (1) when the NYSE is closed (other
than weekend and holiday closings), (2) when trading on the NYSE is
restricted, (3) when an emergency exists as a result of which disposal by the
Portfolios corresponding Series of securities owned by it is not reasonably
practicable or it is not reasonably practicable for that Series fairly to
determine the value of its net assets, or (4) for such other period as the SEC
may by order permit for the protection of a Portfolio's shareholders; provided
that applicable SEC rules and regulations shall govern as to whether the
conditions prescribed in (2) or (3) exist. If the right of redemption is
suspended, shareholders may withdraw their offers of redemption or they will
receive payment at the NAV per share in effect at the close of business on the
first Business Day after termination of the suspension.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each Portfolio distributes to its shareholders amounts equal to
substantially all of its proportionate share of its corresponding Series' net
investment income (after deducting expenses incurred directly by the
Portfolio), net capital gains (both long-term and short-term) and, with
respect to all Portfolios except the Liquid Asset Portfolio, net realized
gains from foreign currency transactions, if any. Each Portfolio calculates
its net investment income and NAV as of the close of regular trading on the
NYSE on each Business Day (currently 4:00 p.m. Eastern time). Shares of the
Portfolios begin earning income dividends on the Business Day after the
proceeds of the purchase order have been converted to federal funds and
continue to earn dividends through the Business Day they are redeemed. A
Series' net investment income consists of all income accrued on portfolio
assets less accrued expenses; realized gains and losses are reflected in a
Series' NAV (and, hence, its corresponding Portfolio's NAV) until they are
distributed and are not included in net investment income. With respect to
the Government Income, Growth, Partners, Balanced, Limited Maturity Bond and
International Portfolios, dividends from net investment income and
distributions of net realized capital gains and net realized gains from
foreign currency transactions, if any, normally are paid once annually, in
February. The Liquid Asset Portfolio distributes to its shareholders
substantially all of its share of its corresponding Series net investment
income (net of the Portfolios expenses) and net realized capital gains.
Income dividends are declared daily for the Liquid Asset Portfolio at the time
its NAV is calculated and are paid monthly, and net realized capital gains, if
any, are normally distributed annually in February.
<PAGE>
ADDITIONAL TAX INFORMATION
TAXATION OF THE PORTFOLIOS
In order to continue to qualify for treatment as a RIC under the Internal
Revenue Code of 1986, as amended (Code), each Portfolio must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income, net short-term
capital gain, and, with respect to all Portfolios except the Liquid Asset
Portfolio, net gains from certain foreign currency transactions)
("Distribution Requirement") and must meet several additional requirements.
With respect to each Portfolio, these requirements include the following: (1)
the Portfolio must derive at least 90% of its gross income each taxable year
from dividends, interest, payments with respect to securities loans, and gains
from the sale or other disposition of securities or foreign currencies, or
other income (including gains from options, futures, and forward contracts
(collectively, "Hedging Instruments")) derived with respect to its business of
investing in securities or those currencies ("Income Requirement"); (2) the
Portfolio must derive less than 30% of its gross income each taxable year from
the sale or other disposition of securities, or any of the following, that
were held for less than three months -- Hedging Instruments (other than those
on foreign currencies), or foreign currencies (or Hedging Instruments thereon)
that are not directly related to the Portfolio's principal business of
investing in securities (or options and futures with respect thereto)
("Short-Short Limitation"); and (3) at the close of each quarter of the
Portfolio's taxable year, (i) at least 50% of the value of its total assets
must be represented by cash and cash items, U.S. Government securities, and
other securities limited, in respect of any one issuer, to an amount that does
not exceed 5% of the value of the Portfolio's total assets and does not
represent more than 10% of the issuer's outstanding voting securities, and
(ii) not more than 25% of the value of its total assets may be invested in
securities (other than U.S. Government securities) of any one issuer.
Certain funds managed by N&B Management have received a ruling from the
Internal Revenue Service (Service) that each such fund, as an investor in a
corresponding series of an open-end management investment company (in a
master/feeder fund structure similar to that involving the Portfolios and the
Series), will be deemed to own a proportionate share of the series assets and
income for purposes of determining whether the fund satisfies the requirements
described above to qualify as a RIC. Although this ruling may not be relied
on as precedent by the Portfolios and the Series, N&B Management believes that
the reasoning thereof, and hence this conclusion, applies to them as well.
The Trust and Managers Trust, on behalf of each Portfolio and Series, have
applied to the Service for a similar ruling.
See the next section for a discussion of the tax consequences to the
Portfolios of distributions to them from the Series, investments by the Series
in certain securities, and (except for AMT Liquid Asset Investments) hedging
transactions engaged in by the Series.
<PAGE>
TAXATION OF THE SERIES
Certain portfolios managed by N&B Management have received rulings from
the Service to the effect that, among other things, each such portfolio will
be treated as a separate partnership for federal income tax purposes and will
not be a "publicly traded partnership." Although these rulings may not be
relied on as precedent by the Series, BNP-N&B Global and N&B Management
believe the reasoning thereof, and hence this conclusion, apply to the Series
as well. As a result, no Series will be subject to federal income tax;
instead, each investor in a Series, such as a Portfolio, will be required to
take into account in determining its federal income tax liability its share of
the Series' income, gains, losses, deductions, and credits, without regard to
whether it has received any cash distributions from the Series. The Trust and
Managers Trust, on behalf of each Series, have applied to the Service for a
private letter ruling to the same effect with respect to the Series. A Series
also will not be subject to Delaware or New York income or franchise tax.
Because, as noted above, each Portfolio will be deemed to own a
proportionate share of its corresponding Series' assets and income for
purposes of determining whether the Portfolio satisfies the requirements to
qualify for treatment as a RIC, each Series intends to conduct its operations
so that its corresponding Portfolio will be able to satisfy all those
requirements.
Distributions to a Portfolio from its corresponding Series (whether
pursuant to a partial or complete withdrawal or otherwise) will not result in
the Portfolio's recognition of any gain or loss for federal income tax
purposes, except that (1) gain will be recognized to the extent any cash that
is distributed exceeds the Portfolio's basis for its interest in the Series
before the distribution, (2) income or gain will be recognized if the
distribution is in liquidation of the Portfolio's entire interest in the
Series and includes a disproportionate share of any unrealized receivables
held by the Series, (3) loss will be recognized if a liquidation distribution
consists solely of cash and/or unrealized receivables and (4) gain (and, in
certain situations, loss) may be recognized on an in-kind distribution by the
Portfolios. A Portfolio's basis for its interest in its corresponding Series
generally will equal the amount of cash and the basis of any property the
Portfolio invests in the Series, increased by the Portfolio's share of the
Series' net income and gains and decreased by (a) the amount of cash and the
basis of any property the Series distributes to the Portfolio and (b) the
Portfolio's share of the Series' losses.
Dividends and interest received by a Series may be subject to income,
withholding, or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between
certain countries and the United States may reduce or eliminate these foreign
taxes, however, and foreign countries do not impose taxes on capital gains in
respect of investments by foreign investors.
AMT Balanced, Growth, Partners, and International Investments may invest
in the stock of "passive foreign investment companies" ("PFICs"). A PFIC is a
foreign corporation that, in general, meets either of the following tests:
(1) at least 75% of its gross income is
<PAGE>
passive or (2) an average of at least 50% of its assets produce, or are held
for the production of, passive income. Under certain circumstances, if a
Series holds stock of a PFIC, its corresponding Portfolio (indirectly through
its interest in the Series) will be subject to federal income tax on a portion
of any "excess distribution" received on the stock or of any gain on
disposition of the stock (collectively, "PFIC income"), plus interest thereon,
even if the Portfolio distributes the PFIC income as a taxable dividend to its
shareholders. The balance of the PFIC income will be included in the
Portfolio's investment company taxable income and, accordingly, will not be
taxable to it to the extent that income is distributed to its shareholders.
If a Series invests in a PFIC and elects to treat the PFIC as a
"qualified electing fund," then in lieu of its corresponding Portfolio's
incurring the foregoing tax and interest obligation, the Portfolio would be
required to include in income each year its pro rata share of the Series' pro
rata share of the qualified electing fund's annual ordinary earnings and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss) -- which most likely would have to be distributed by the
Portfolio to satisfy the Distribution Requirement -- even if those earnings
and gain were not received by the Series. In most instances it will be very
difficult, if not impossible, to make this election because of certain
requirements thereof.
The "Tax Simplification and Technical Corrections Bill of 1993," passed
in May 1994 by the House of Representatives, would have substantially modified
the taxation of U.S. shareholders of foreign corporations, including
eliminating the provisions described above dealing with PFICS and replacing
them (and other provisions) with a regulatory scheme involving entities called
"passive foreign corporations." Three similar bills were passed by Congress
in 1991 and 1992 and vetoed. It is unclear at this time whether, and in what
form, the proposed modifications may be enacted into law.
Pursuant to proposed regulations, open-end RICs, such as the Portfolios,
would be entitled to elect to "mark-to-market" their stock in certain PFICs.
"Marking-to-market," in this context, means recognizing as gain for each
taxable year the excess, as of the end of that year, of the fair market value
of each such PFIC's stock over the adjusted basis in that stock (including
mark-to-market gain for each prior year for which an election was in effect).
The use by the Series (except AMT Liquid Asset Investments) of hedging
strategies, such as writing (selling) and purchasing Futures Contracts and
options and entering into forward contracts, involves complex rules that will
determine for income tax purposes the character and timing of recognition of
the gains and losses they realize in connection therewith. Income from
foreign currencies (except certain gains therefrom that may be excluded by
future regulations), and income from transactions in Hedging Instruments
derived by a Series with respect to its business of investing in securities or
foreign currencies, will qualify as permissible income for its corresponding
Portfolio under the Income Requirement. However, income from the disposition
by a Series of options and Futures Contracts (other than those on foreign
currencies) will be subject to the Short-Short Limitation for its
corresponding Portfolio if they are held for less than three months.
<PAGE>
Income from the disposition of foreign currencies, and Hedging Instruments
thereon, that are not directly related to a Series' principal business of
investing in securities (or options and Futures with respect thereto) also
will be subject to the Short-Short Limitation for its corresponding Portfolio
if they are held for less than three months.
If a Series (except AMT Liquid Asset Investments) satisfies certain
requirements, any increase in value of a position that is part of a
"designated hedge" will be offset by any decrease in value (whether realized
or not) of the offsetting hedging position during the period of the hedge for
purposes of determining whether its corresponding Portfolio satisfies the
Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of that limitation. A
Series will consider whether it should seek to qualify for this treatment for
its hedging transactions. To the extent a Series does not so qualify, it may
be forced to defer the closing out of certain Hedging Instruments beyond the
time when it otherwise would be advantageous to do so, in order for its
corresponding Portfolio to continue to qualify as a RIC.
Exchange-traded Futures Contracts and listed options thereon constitute
"Section 1256 Contracts." Section 1256 Contracts are required to be
"marked-to-market" (that is, treated as having been sold at market value) at
the end of a Series' taxable year. Sixty percent of any gain or loss
recognized as a result of these "deemed sales," and 60% of any net realized
gain or loss from any actual sales, of Section 1256 contracts are treated as
long-term capital gain or loss, and the remainder is treated as short-term
capital gain or loss.
AMT Limited Maturity Bond Investments may invest in municipal bonds that
are purchased with market discount (that is, at a price less than the bonds
principal amount or, in the case of a bond that was issued with original issue
discount (OID), a price less than the amount of the issue price plus accrued
OID) (municipal market discount bonds). If a bonds market discount is less
than the product of (1) 0.25% of the redemption price at maturity times (2)
the number of complete years to maturity after the taxpayer acquired the bond,
then no market discount is considered to exist. Gain on the disposition of a
municipal market discount bond purchased by the Series after April 30, 1993
(other than a bond with a fixed maturity date within one year from its
issuance), generally is treated as ordinary (taxable) income, rather than
capital gain, to the extent of the bonds accrued market discount at the time
of disposition. Market discount on such a bond generally is accrued ratably,
on a daily basis, over the period from the acquisition date to the date of
maturity. In lieu of treating the disposition gain as above, the Series may
elect to include market discount in its gross income currently, for each
taxable year to which it is attributable.
AMT Partners and AMT Government Income Investments each may acquire zero
coupon or other securities issued with OID. As the holder of those
securities, each Series (and, through it, its corresponding Portfolio) must
take into account the OID that accrues on the securities during the taxable
year, even if no corresponding payment on the securities is received during
the year. Because each Portfolio annually must distribute
<PAGE>
substantially all of its income (including its share of its corresponding
Series accrued OID) in order to satisfy the Distribution Requirement, it may
be required in a particular year to distribute as a dividend an amount that is
greater than its share of the total amount of cash its corresponding Series
actually receives. Those distributions will be made from a Portfolios (or its
share of its corresponding Series) cash assets or, if necessary, from the
proceeds of the Series sales of portfolio securities. A Series may realize
capital gains or losses from those sales, which would increase or decrease its
corresponding Series investment company taxable income and/or net capital
gain. In addition, any such gains may be realized on the disposition of
securities held for less than three months. Because of the Short-Short
Limitation, any such gains would reduce a Series ability to sell other
securities or Hedging Instruments held for less than three months that it
might wish to sell in the ordinary course of its portfolio management.
VALUATION OF PORTFOLIO SECURITIES
The Liquid Asset Portfolio relies on Rule 2a-7 under the 1940 Act to use
the amortized cost method of valuation to stabilize the purchase and
redemption price of its shares at $1.00 per share. This method involves the
corresponding Series valuing portfolio securities at their cost at the time of
purchase and thereafter assuming a constant amortization (or accretion) to
maturity of any premium (or discount), regardless of the impact of interest
rate fluctuations on the market value of the securities. The Liquid Asset
Series uses that valuation method to try to enable its corresponding Portfolio
to so stabilize those prices. Although the Portfolios reliance on Rule 2a-7
and the Series use of that valuation method should enable the Portfolio, under
most conditions, to maintain a stable $1.00 share price, there can be no
assurance they will be able to do so. An investment in the Liquid Asset
Portfolio is neither insured nor guaranteed by the U.S. Government.
AMT International Investments invests primarily in securities of foreign
issuers which are traded on foreign exchanges or in other foreign markets.
Foreign securities may trade on days when the NYSE is closed, such as
Saturdays and U.S. national holidays. However, the International Portfolio's
net asset value ("NAV") will be determined only on the days when the NYSE is
open for trading. Therefore, the International Portfolio's NAV may be
significantly affected by such foreign trading on days when shareholders have
no access to redeem or purchase shares of the Portfolio.
PORTFOLIO TRANSACTIONS
ALL SERIES (EXCEPT AMT INTERNATIONAL INVESTMENTS)
Neuberger & Berman acts as each Seriess principal broker in the purchase
and sale of portfolio securities and in connection with the writing of covered
call options on their securities. Transactions in portfolio securities for
which Neuberger & Berman serves as broker will be effected in accordance with
Rule 17e-1 under the 1940 Act.
<PAGE>
Purchases and sales of portfolio securities generally are transacted with
the issuers, underwriters, or dealers serving as primary market-makers acting
as principals for the securities on a net basis. The Series usually do not
pay brokerage commissions for such purchases and sales. Instead, the price
paid for newly issued securities usually includes a concession or discount
paid by the issuer to the underwriter, and transactions placed through dealers
serving as market-makers reflect a spread between the bid and the asked prices
from which the dealer derives a profit.
In purchasing and selling portfolio securities other than as described
above (for example, in the secondary market), each Series policy is to seek
best execution at the most favorable prices through responsible broker-dealers
and, in the case of agency transactions, at competitive commission rates. In
selecting broker-dealers to execute transactions, N&B Management considers
such factors as the price of the security, the rate of commission, the size
and difficulty of the order, the reliability, integrity, financial condition,
and general execution and operational capabilities of competing
broker-dealers, and may consider the brokerage and research services they
provide to the Series or N&B Management. Under certain conditions, a Series
may pay higher brokerage commissions in return for brokerage and research
services, although no Series has a current arrangement to do so. In any case,
each Series may effect principal transactions with a dealer who furnishes
research services, designate any dealer to receive selling concessions,
discounts, or other allowances, or otherwise deal with any dealer in
connection with the acquisition of securities in underwritings.
AMT INTERNATIONAL INVESTMENTS
Neuberger & Berman and BNP-International Financial Services Corporation
(BNP-International) may act as brokers for AMT International Investments in
the purchase and sale of portfolio securities and in the purchase and sale of
options, and for those services would receive brokerage commissions.
ALL SERIES
During the years ended December 31, 1994, 1993 and 1992, the Growth
Portfolios predecessor paid total brokerage commissions of $410,537, $853,501
and $510,619 respectively, of which $321,277, $707,176 and $393,283
respectively were paid to Neuberger & Berman. Transactions in which that
predecessor used Neuberger & Berman as broker comprised 83.4% and 86.4%
respectively of the aggregate dollar amount of transactions involving the
payment of commissions, and 78.3% and 82.9% respectively of the aggregate
brokerage commissions paid by it during the years ended December 31, 1994 and
1993. 87.1% of the $89,260 paid to other brokers by that Portfolio during the
year ended December 31, 1994 (representing commissions on transactions
involving approximately $33,414,132) and 97.5% of the $146,325 paid to other
brokers by that Portfolio during the year ended December 31, 1993
(representing commissions on transactions involving approximately $68,277,651)
was directed to those brokers because of research services they provided.
During the year ended December 31, 1994, the
<PAGE>
predecessor acquired securities of the following of its Regular B/Ds: Morgan
Stanley Group, Exxon Credit Corp. and General Electric Capital; at that date,
that predecessor held the securities of its Regular B/Ds with an aggregate
value as follows: Morgan Stanley Group - $4,425,000.
During the years ended December 31, 1994, 1993 and 1992, the Balanced
Portfolios predecessor paid total brokerage commissions of $135,836, $228,483
and $131,222 respectively, of which $107,420, $190,263 and $112,862
respectively were paid to Neuberger & Berman. Transactions in which that
predecessor used Neuberger & Berman as broker comprised 82.9% and 87.3%
respectively of the aggregate dollar amount of transactions involving the
payment of commissions, and 79.1% and 83.3% respectively of the aggregate
brokerage commissions paid by it during the years ended December 31, 1994 and
1993. 85.5% of the $28,416 paid to other brokers by that Portfolio during the
year ended December 31, 1994 (representing commissions on transactions
involving approximately $10,593,478) and 98.9% of the $37,800 paid to other
brokers by that Portfolio during the year ended December 31, 1993
(representing commissions on transactions involving approximately $16,209,987)
was directed to those brokers because of research services they provided.
During the year ended December 31, 1994, the predecessor acquired securities
of the following of its Regular B/Ds: Exxon Credit Corp., General Electric
Capital Corp. and Merrill Lynch & Co., Inc. ; at that date, that predecessor
held the securities of its Regular B/Ds with an aggregate value as follows:
Morgan Stanley Group - $1,475,000, General Electric Capital Corp. - $516,000.
During the period March 22, 1994 to December 31, 1994, the Partners
Portfolios predecessor paid total brokerage commissions of $27,115, of which
$26,321 was paid to Neuberger & Berman. Transactions in which that
predecessor used Neuberger & Berman as broker comprised 97.4% of the aggregate
dollar amount of transactions involving the payment of commissions, and 97.1%
of the aggregate brokerage commissions paid by it during the period ended
December 31, 1994. 91.5% of the $794 paid to other brokers by that Portfolio
during the period ended December 31, 1994 (representing commissions on
transactions involving approximately $275,017) was directed to those brokers
because of research services they provided. During the period ended December
31, 1994, the predecessor acquired securities of the following of its Regular
B/Ds: General Electric Capital Corp. and Exxon Credit Corp.; at that date,
that predecessor held the securities of its Regular B/Ds with an aggregate
value as follows: General Electric Capital Corp. - $440,000.
During the year ended December 31, 1994, the Liquid Asset Portfolios
predecessor acquired securities of the following of its Regular B/Ds: General
Electric Capital Corp. Goldman, Sachs Group L.P. and Merrill Lynch & Co.,
Inc.; at that date that predecessor did not own any securities of its Regular
B/Ds.
During the year ended December 31, 1994, the Limited Maturity Bond
Portfolios predecessor acquired securities of the following of its Regular
B/Ds: Goldman, Sachs
<PAGE>
Group L.P. and Merrill Lynch & Co., Inc.; at that date that predecessor did
not own any securities of its Regular B/Ds.
During the period March 22, 1994 to December 31, 1994, the Government
Income Portfolios predecessor did not own any securities of its Regular B/Ds.
Insofar as portfolio transactions of AMT Partners Investments result from
active management of equity securities, and insofar as portfolio transactions
of AMT Growth Investments result from seeking capital appreciation by selling
securities whenever sales are deemed advisable without regard to the length of
time the securities may have been held, it may be expected that the aggregate
brokerage commissions paid by those Series to brokers (including Neuberger &
Berman where it acts in that capacity) may be greater than if securities were
selected solely on a long-term basis.
Portfolio securities are from time to time loaned by AMT Growth, Partners
and International Investments to Neuberger & Berman in accordance with the
terms and conditions of an order issued by the Securities and Exchange
Commission, excepting such transactions from certain provisions of the 1940
Act which would otherwise prohibit such transactions, subject to certain
conditions. Among the conditions of the order, securities loans made by each
Series to Neuberger & Berman must be fully secured by cash collateral. Under
the order, the portion of the income on cash collateral from securities loans
involving Neuberger & Berman which may be shared with that firm is determined
with reference to the concurrent arrangements between Neuberger & Berman and
other non-affiliated lenders with which it engages in similar transactions.
In addition, where Neuberger & Berman borrows securities from a Series in
order to relend them to others, Neuberger & Berman is required to pay over to
the Series, on a quarterly basis, certain excess earnings that Neuberger &
Berman otherwise has derived from the relending of securities borrowed from
the Series. When Neuberger & Berman desires to borrow a security which a
Series has indicated a willingness to lend, Neuberger & Berman must borrow
such security from the Series rather than from an unaffiliated lender unless
an unaffiliated lender is willing to lend such security on more favorable
terms (as specified in the order) than the Series. If a Series expenses
exceed its income in any securities loan transaction with Neuberger & Berman,
Neuberger & Berman must reimburse the Portfolio for such loss.
Each Series may also lend securities to unaffiliated entities, including
brokers or dealers, banks and other recognized institutional borrowers of
securities, provided that cash or equivalent collateral, equal to at least
100% of the market value of the securities loaned, is continuously maintained
by the borrower with the Series. During the time securities are on loan, the
borrower will pay the Series an amount equivalent to any dividends or interest
paid on such securities, and the Series may invest the cash collateral and
earn income, or it may receive an agreed upon amount of interest income from
the borrower who has delivered equivalent collateral. These loans are subject
to termination at the option of the Series or the borrower. The Series may
pay reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the
<PAGE>
interest earned on the cash or equivalent collateral to the borrower or
placing broker. The Series does not have the right to vote securities on
loan, but would terminate the loan and regain the right to vote if that were
considered important with respect to the investment.
In effecting securities transactions, each Series generally seeks to
obtain the best price and execution of orders. Commission rates, being a
component of price, are considered along with other relevant factors. Each
Series may use Neuberger & Berman and BNP-International as broker where, in
the judgment of N&B Management, or BNP-N&B Global with respect to AMT
International Investments, (which are affiliated with Neuberger & Berman and
BNP-International), the firm is able to obtain a price and execution at least
as favorable as other qualified brokers. To the Series' knowledge, however,
no affiliate of any Series receives give-ups or reciprocal business in
connection with its securities transactions. All brokerage transactions with
Neuberger & Berman (or any other affiliated broker-dealer) will be conducted
in accordance with Rule 17e-1 under the 1940 Act.
The use of either Neuberger & Berman or BNP-International as a broker
(these brokers may collectively be referred to hereinafter as Affiliated
Brokers) for a Series is subject to the requirements of Section 11(a) of the
Securities Exchange Act of 1934 ("Section 11(a)"). Section 11(a) prohibits
members of national securities exchanges from executing exchange transactions
for accounts which they or their affiliates manage, except in situations where
they have obtained the express authorization of the persons authorized to
transact business for the account and comply with certain annual reporting
requirements. The Board of Trustees of the Series has expressly authorized
the Affiliated Brokers to execute exchange transactions for the Series, and
the Affiliated Brokers comply with the reporting requirements of Section
11(a).
Under the 1940 Act, commissions paid by a Series to an Affiliated Broker
in connection with a purchase or sale of securities offered on a securities
exchange may not exceed the usual and customary broker's commission.
Accordingly, it is each Series' policy that the commissions to be paid to an
Affiliated Broker must, in N&B Managements judgment or, with respect to AMT
International Investments, in BNP-N&B Global's judgment, be (1) at least as
favorable as those that would be charged by other brokers having comparable
execution capability and (2) at least as favorable as commissions
contemporaneously charged by the Affiliated Broker on comparable transactions
for its most favored unaffiliated customers, except for accounts for which the
Affiliated Broker acts as a clearing broker for another brokerage firm and
customers of the Affiliated Broker considered by a majority of the Independent
Series Trustees not to be comparable to the Series. The Series do not deem it
practicable and in their best interest to solicit competitive bids for
commissions on each transaction. However, consideration regularly is given to
information concerning the prevailing level of commissions charged on
comparable transactions by other brokers during comparable periods of time.
The 1940 Act generally prohibits an Affiliated Broker from acting as principal
in the purchase or sale of securities for a Series's account, unless an
appropriate exemption is available.
<PAGE>
A committee of Independent Series Trustees from time to time reviews,
among other things, information relating to the commissions charged by an
Affiliated Broker to the Series and to its other customers and information
concerning the prevailing level of commissions charged by other brokers having
comparable execution capability. In addition, the procedures pursuant to
which an Affiliated Broker effects brokerage transactions for the Series must
be reviewed and approved no less often than annually by a majority of the
Independent Series Trustees.
Each Series expects that it will continue to execute a portion of its
transactions through brokers other than an Affiliated Broker. In selecting
those brokers, N&B Management, and with respect to AMT International
Investments, BNP-N&B Global will consider the quality and reliability of
brokerage services, including execution capability and performance and
financial responsibility, and may consider the research and other investment
information provided by those brokers, and the willingness of particular
brokers to sell the Variable Contracts issued by the Life Companies.
A committee, comprised of N&B Management officers and partners of
Neuberger & Berman who are portfolio managers of some of the Series and Other
N&B Funds (collectively, N&B Funds) and some of Neuberger & Bermans managed
accounts (Managed Accounts) and, with respect to AMT International
Investments, the Series' portfolio manager, evaluates semi-annually the nature
and quality of the brokerage and research services provided by other brokers
and, based on this evaluation, establishes a list and projected ranking of
preferred brokers for use in determining the relative amounts of commissions
to be allocated to those brokers. Ordinarily the brokers on the list effect a
large portion of the brokerage transactions for the N&B Funds and the Managed
Accounts that are not effected by an Affiliated Broker. However, in any
semi-annual period, brokers not on the list may be used, and the relative
amounts of brokerage commissions paid to the brokers on the list may vary
substantially from the projected rankings. These variations reflect the
following factors, among others: (1) brokers not on the list or ranking below
other brokers on the list may be selected for particular transactions because
they provide better price and/or execution, which is the primary consideration
in allocating brokerage; and (2) adjustments may be required because of
periodic changes in the execution or research capabilities of particular
brokers, or in the execution or research needs of the N&B Funds and/or the
Managed Accounts; and (3) the aggregate amount of brokerage commissions
generated by transactions for the N&B Funds and the Managed Accounts may
change substantially from one semi-annual period to the next.
The commissions charged by a broker other than an Affiliated Broker may
be greater than the amount another firm might charge if N&B Management, or
with respect to AMT International Investments, BNP-N&B Global, determines in
good faith that the amount of those commissions is reasonable in relation to
the value of the brokerage and research services provided by the broker. N&B
Management, or with respect to AMT International Investments, BNP-N&B Global,
believes that those research services provide the Series with benefits by
supplementing the research otherwise available to them. That research
information may be used by BNP-N&B Global, Neuberger & Berman, BNP and
<PAGE>
N&B Management in servicing their respective funds and, in some cases, by
Neuberger & Berman in servicing the Managed Accounts. On the other hand,
research information received by N&B Management, or with respect to AMT
International Investments, by BNP-N&B Global from brokers effecting portfolio
transactions on behalf of the Other N&B Funds and by Neuberger & Berman from
brokers executing portfolio transactions on behalf of the Managed Accounts may
be used for the Series' benefit.
Theresa A. Havell, Mark R. Goldstein and Michael M. Kassen, each of whom
is a general partner of Neuberger & Berman and a Vice President of N&B
Management (and, with respect to Ms. Havell, also a director of N&B
Management), and Josephine P. Mahaney, Margaret Didi Weinblatt, Stephen A.
White and Robert I. Gendelman, each of whom is an employee of Neuberger &
Berman and an Assistant Vice President of N&B Management, are the persons
primarily responsible for making decisions as to specific action to be taken
with respect to the investment portfolios of the Series (except AMT
International Investments). Each of them has full authority to take action
with respect to portfolio transactions and may or may not consult with other
personnel of N&B Management prior to taking such action.
Felix Rovelli, a Senior Vice President and Senior Portfolio Manager of
BNP-N&B Global, is the person primarily responsible for making decisions as to
specific action to be taken with respect to the Series. He has full authority
to take action with respect to portfolio transactions and may or may not
consult with other personnel of BNP-N&B Global prior to taking such action.
PORTFOLIO TURNOVER
The portfolio turnover rate is the lesser of the cost of the securities
purchased or the value of the securities sold, excluding all securities,
including options, whose maturity or expiration date at the time of
acquisition was one year or less, divided by the average monthly value of such
securities owned during the year.
REPORTS TO SHAREHOLDERS
Shareholders of each Portfolio receive unaudited semi-annual financial
statements, as well as year-end financial statements audited by the
independent auditors for the Portfolio and for its corresponding Series. Each
Portfolios report shows the investments owned by its corresponding Series and
the market values thereof and provides other information about the Portfolio
and its operations. In addition, the report contains the Portfolios financial
statements, including the Portfolios beneficial interest in its corresponding
Series.
<PAGE>
CUSTODIAN
Each Portfolio and Series has selected State Street Bank and Trust
Company ("State Street"), 225 Franklin Street, Boston, Massachusetts 02110
as custodian for its securities and cash.
INDEPENDENT AUDITORS
Each Portfolio and Series has selected Ernst & Young LLP, 200 Clarendon
Street, Boston MA 02216 as the independent auditors who will audit its
financial statements.
LEGAL COUNSEL
Each Portfolio and Series has selected Blazzard, Grodd & Hasenauer, P.C.,
943 Post Road East, Westport, Connecticut 06880 as legal counsel.
REGISTRATION STATEMENT
This SAI and the Prospectus do not contain all the information included
in the Trust's registration statement filed with the SEC under the 1933 Act
with respect to the securities offered by the Prospectus. Certain portions of
the registration statement have been omitted pursuant to SEC rules and
regulations. The registration statement, including the exhibits filed
therewith, may be examined at the SEC's offices in Washington, D.C.
Statements contained in this SAI and in the Prospectus as to the contents
of any contract or other document referred to are not necessarily complete,
and in each instance reference is made to the copy of the contract or other
document filed as an exhibit to the registration statement, each such
statement being qualified in all respects by such reference.
<PAGE>
Appendix A
RATINGS OF SECURITIES
S&P CORPORATE BOND RATINGS:
AAA - Bonds rated AAA have the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.
AA - Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the higher rated issues only in small degree.
A - Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than bonds in higher rated
categories.
BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds
in this category than for bonds in higher rated categories.
BB, B, CCC, CC, C - Bonds rated BB, B, CCC, CC, and C are regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
PLUS (+) OR MINUS (-) - The ratings above may be modified by the addition
of a plus or minus sign to show relative standing within the major categories.
Moody's corporate bond ratings
AAA - Bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or an exceptionally stable
margin, and principal is secure. Although the various protective elements are
likely to change, the changes that can be visualized are most unlikely to
impair the fundamentally strong position of the issuer.
<PAGE>
AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as "high
grade bonds." They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa-rated securities, fluctuation of
protective elements may be of greater amplitude, or there may be other
elements present that make the long-term risks appear somewhat larger than in
Aaa-rated securities.
A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
that suggest a susceptibility to impairment sometime in the future.
BAA - Bonds which are rated Baa are considered as medium grade
obligations; i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. These bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.
BA - Bonds rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period time may be small.
CAA - Bonds rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.
CA - Bonds rated Ca represent obligations that are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
C - Bonds rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
MODIFIERS - Moody's may apply numerical modifiers 1, 2, and 3 in each
generic rating classification described above. The modifier 1 indicates that
the security ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that
the issuer ranks in the lower end of its generic rating category.
<PAGE>
S&P commercial paper ratings
A-1 - This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus sign (+).
MOODY'S COMMERCIAL PAPER RATINGS
Issuers rated PRIME-1 (or related supporting institutions), also known as
P-1, have a superior capacity for repayment of short-term promissory
obligations. Prime-1 repayment capacity will normally be evidenced by the
following characteristics:
- - - - -Leading market positions in well-established industries.
- - - - -High rates of return on funds employed.
- - - - -Conservative capitalization structures with moderate reliance on debt and
ample asset protection.
- - - - -Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
- - - - -Well-established access to a range of financial markets and assured sources
of alternate liquidity.
<PAGE>
PART C
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
POST-EFFECTIVE AMENDMENT NO. 18 ON FORM N-1A
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
The audited financial statements contained in the Annual
Report to Shareholders of the Registrant for the year ended December 31, 1994
for Neuberger & Berman Advisers Management Trust (with respect to the Liquid
Asset Portfolio, Limited Maturity Bond Portfolio, Growth Portfolio, Balanced
Portfolio, Partners Portfolio and Government Income Portfolio) and the report
of the independent auditors are incorporated into the Statement of Additional
Information by reference.
Included in Part A of this Post-Effective Amendment:
FINANCIAL HIGHLIGHTS for the periods indicated therein for the
Liquid Asset Portfolio, Limited Maturity Bond Portfolio, Growth Portfolio,
Balanced Portfolio, Partners Portfolio and Government Income Portfolio.
(b) Exhibits:
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit
Number Description
- - - - -------- ----------------------------------------------------------
(1) (a) Certificate of Trust. Incorporated by reference to
Post-Effective Amendment No. 16 to Registrants
Registration Statement, File Nos. 2-88566 and 811-4255.
(b) Trust Instrument of Neuberger & Berman Advisers
Management Trust. Incorporated by reference to
Post-Effective Amendment No. 16 to Registrants
Registration Statement, File Nos. 2-88566 and 811-4255.
(2) By-laws of Neuberger & Berman Advisers Management
Trust. Incorporated by reference to Post-Effective
Amendment No. 16 to Registrants Registration
Statement, File Nos. 2-88566 and 811-4255.
(3) Voting Trust Agreement. None.
(4) Specimen Share Certificate. (To be filed by Amendment)
(5) (a) Form of Management Agreement Between Advisers
Managers Trust and Neuberger & Berman Management
Incorporated. Incorporated by reference to Post-
Effective Amendment No. 16 to Registrants
Registration Statement, File Nos. 2-88566 and 811-4255.
(b) Form of Sub-Advisory Agreement Between Neuberger
& Berman Management Incorporated and Neuberger &
Berman with Respect to Advisers Managers Trust.
Incorporated by reference to Post-Effective Amendment
No. 16 to Registrants Registration Statement File Nos.
2-88566 and 811-4255.
(c) Form of Investment Advisory Agreement Between
Advisers Managers Trust and BNP-N&B Global Asset
Management L.P. (Filed Herewith.)
(6) Form of Distribution Agreement Between Neuberger &
Berman Advisers Management Trust and Neuberger &
Berman Management Incorporated. Incorporated by
reference to Post-Effective Amendment No. 16 to
Registrants Registration Statement File Nos. 2-88566
and 811-4255.
(7) Bonus, Profit Sharing or Pension Plans. None.
(8) Custodian Contract Between Neuberger & Berman
Advisers Management Trust and State Street Bank and
Trust Company. (To be filed by Amendment)
(9) (a) Transfer Agency Agreement Between Neuberger &
Berman Advisers Management Trust and State Street
Bank and Trust Company. (To be filed by Amendment)
(b) Form of Administration Agreement Between Neuberger &
Berman Advisers Management Trust and Neuberger &
Berman Management Incorporated with Respect to
Growth Portfolio, Partners Portfolio, Balanced Portfolio,
Limited Maturity Bond Portfolio, Government Income
Portfolio and Liquid Asset Portfolio. Incorporated by
reference to Post-Effective Amendment No. 16 to
Registrants Registration Statement, File Nos. 2-88566
and 811-4255.
(c) Administration Agreement Between Neuberger &
Berman Advisers Management Trust and Neuberger &
Berman Management Incorporated with Respect to the
International Portfolio. (Filed Herewith.)
(d) Fund Participation Agreements (To be filed by
Amendment)
(10) ` Opinion and consent of Blazzard, Grodd & Hasenauer,
P.C. (Filed Herewith.)
(11) Consent of Ernst & Young L.L.P., Independent
Auditors. (Filed Herewith.)
(12) Financial Statements Omitted from Prospectus. None.
(13) Letter of Investment Intent. None.
(14) Prototype Retirement Plan. None.
(15) Form of Distribution Plan Pursuant to Rule 12b-1.
Incorporated by reference to Post-Effective Amendment
No. 16 to Registrants Registration Statement, File Nos.
2-88566 and 811-4255.
(16) Schedule of Computation of Performance Quotations.
(Filed Herewith.)
(27) Financial Data Schedules
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
[TO BE PROVIDED BY STATE STREET]
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
[TO BE PROVIDED BY STATE STREET]
ITEM 27. INDEMNIFICATION
A Delaware business trust may provide in its governing instrument
for indemnification of its officers and trustees from and against any and all
claims and
<PAGE>
demands whatsoever. Article IX, Section 2 of the Trust Instrument provides
that the Registrant shall indemnify any present or former trustee, officer,
employee or agent of the Registrant (Covered Person) to the fullest extent
permitted by law against liability and all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding (Action)
in which he becomes involved as a party or otherwise by virtue of his being or
having been a Covered Person and against amounts paid or incurred by him in
settlement thereof. Indemnification will not be provided to a person adjudged
by a court or other body to be liable to the Registrant or its shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office (Disabling
Conduct), or not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Registrant. In the event of a
settlement, no indemnification may be provided unless there has been a
determination that the officer or trustee did not engage in Disabling Conduct
(i) by the court or other body approving the settlement; (ii) by at least a
majority of those trustees who are neither interested persons, as that term is
defined in the Investment Company Act of 1940, of the Registrant (Independent
Trustees), nor are parties to the matter based upon a review of readily
available facts; or (iii) by written opinion of independent legal counsel
based upon a review of readily available facts.
Pursuant to Article IX, Section 3 of the Trust Instrument, if any
present or former shareholder of any series (Series) of the Registrant shall
be held personally liable solely by reason of his being or having been a
shareholder and not because of his acts or omissions or for some other reason,
the present or former shareholder (or his heirs, executors, administrators or
other legal representatives or in the case of any entity, its general
successor) shall be entitled out of the assets belonging to the applicable
Series to be held harmless from and indemnified against all loss and expense
arising from such liability. The Registrant, on behalf of the affected
Series, shall, upon request by such shareholder, assume the defense of any
claim made against such shareholder for any act or obligation of the Series
and satisfy any judgment thereon from the assets of the Series.
Section 9 of the Management Agreement between Advisers Managers
Trust and Neuberger & Berman Management Incorporated (N&B Management)
provides that neither N&B Management nor any director, officer or employee of
N&B Management performing services for any series of Advisers Managers Trust
(each a Portfolio) at the direction or request of N&B Management in connection
with N&B Managements discharge of its obligations under the Agreement shall be
liable for any error of judgment or mistake of law or for any loss suffered by
a Series in connection with any matter to which the Agreement relates;
provided, that nothing in the Agreement shall be construed (i) to protect N&B
Management against any liability to Advisers Managers Trust or a Series of
Advisers Managers Trust or its interest holders to which N&B Management would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of N&B Managements duties, or by reason of N&B
Managements reckless disregard of its obligations and
<PAGE>
duties under the Agreement, or (ii) to protect any director, officer or
employee of N&B Management who is or was a Trustee or officer of Advisers
Managers Trust against any liability to Advisers Managers Trust or a Series or
its interest holders to which such person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such persons office with Advisers
Managers Trust.
Section 1 of the Sub-Advisory Agreement between Advisers Managers
Trust and Neuberger & Berman, L.P. (Sub-Adviser) provides that in the absence
of willful misfeasance, bad faith or gross negligence in the performance of
its duties, or of reckless disregard of its duties and obligations under the
Agreement, the Sub-Adviser will not be subject to liability for any act or
omission or any loss suffered by any Series of Advisers Managers Trust or its
interest holders in connection with the matters to which the Agreement
relates.
Section 11 of the Distribution Agreement between the Registrant and
N&B Management provides that N&B Management shall look only to the assets of a
Portfolio for the Registrants performance of the Agreement by the Registrant
on behalf of such Portfolio, and neither the Trustees nor any of the
Registrants officers, employees or agents, whether past, present or future,
shall be personally liable therefor.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (1933 Act) may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF ADVISER AND
SUB-ADVISER
There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of N&B Management and each partner of the Sub-Adviser is,
or at any time during the past two years has been, engaged for his or her own
account or in the capacity of director, officer, employee, partner or trustee.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
NAME BUSINESS AND OTHER CONNECTIONS
- - - - ----------------------------------- -----------------------------------------------------
Howard R. Berlin Vice President and Director (2), Neuberger &
Vice President(1), N&B Berman Partners Fund, Inc.
Management; Partner,
Neuberger & Berman, L.P.
Claudia A. Brandon Secretary, Neuberger & Berman Advisers Manage-
Vice President, N&B ment Trust; Secretary, Neuberger & Berman Cash
Management Reserves (3); Secretary, Neuberger & Berman
Genesis Fund, Inc.; Secretary, Neuberger &
Berman Guardian Fund, Inc.; Secretary, Neuberger
& Berman Limited Maturity Bond Fund (3);
Secretary, Neuberger & Berman Manhattan Fund,
Inc.; Secretary, Neuberger & Berman Multi-Series
Fund, Inc.; Secretary, Neuberger & Berman
Municipal Money Fund (3); Secretary, Neuberger &
Berman Municipal Securities Trust (3); Secretary,
Neuberger & Berman Partners Fund, Inc.;
Secretary, Neuberger & Berman Selected Sectors
Fund, Inc.; Secretary, Neuberger & Berman Ultra
Short Bond Fund (3); Secretary, Neuberger &
Berman Income Funds; Secretary, Neuberger &
Berman Income Trust; Secretary, Neuberger &
Berman Equity Funds; Secretary, Neuberger &
Berman Equity Trust; Secretary, Income Managers
Trust; Secretary, Equity Managers Trust; Secretary,
Global Managers Trust; Secretary, Neuberger &
Berman Equity Assets.
Stacy Cooper-Shugrue Assistant Secretary, Neuberger & Berman Advisers
Employee (4), Assistant Management Trust; Assistant Secretary, Neuberger
Vice President, N&B & Berman Cash Reserves (3); Assistant Secretary,
Management Neuberger & Berman Genesis Fund, Inc.; Assistant
Secretary, Neuberger & Berman Guardian Fund,
Inc.; Assistant Secretary, Neuberger & Berman
Limited Maturity Bond Fund (3); Assistant
Secretary, Neuberger & Berman Manhattan Fund,
Inc.; Assistant Secretary, Neuberger & Berman
Multi-Series Fund, Inc.; Assistant Secretary,
Neuberger & Berman Municipal Money Fund (3);
Assistant Secretary, Neuberger & Berman
Municipal Securities Trust (3); Assistant Secretary,
Neuberger & Berman Partners Fund, Inc.; Assistant
Secretary, Neuberger & Berman Selected Sectors
Fund, Inc.; Assistant Secretary, Neuberger &
Berman Ultra Short Bond Fund (3); Assistant
Secretary, Neuberger & Berman Income Funds;
Assistant Secretary, Neuberger & Berman Income
Trust; Assistant Secretary, Neuberger & Berman
Equity Funds; Assistant Secretary, Neuberger &
Berman Equity Trust; Assistant Secretary, Income
Managers Trust; Assistant Secretary, Equity
Managers Trust; Assistant Secretary, Global
Managers Trust; Assistant Secretary, Neuberger &
Berman Equity Assets.
Stanley Egener Chairman of the Board and Trustee, Neuberger &
President and Director, Berman Advisers Management Trust; Chairman of
N&B Management; Partner, the Board and Director, Neuberger & Berman
Neuberger & Berman, L.P. Genesis Fund, Inc.; Chairman of the Board and
Director, Neuberger & Berman Guardian Fund,
Inc.; Chairman of the Board and Director,
Neuberger & Berman Partners Fund, Inc.;
Chairman of the Board and Director, Neuberger &
Berman Selected Sectors Fund, Inc.; Chairman of
the Board and Trustee, Neuberger & Berman
Income Funds; Chairman of the Board and Trustee,
Neuberger & Berman Income Trust; Chairman of
the Board and Trustee, Neuberger & Berman
Equity Funds; Chairman of the Board and Trustee,
Neuberger & Berman Equity Trust; Chairman of the
Board and Trustee, Income Managers Trust;
Chairman of the Board and Trustee, Equity
Managers Trust; Chairman of the Board and
Trustee, Global Managers Trust; Chairman of the
Board and Trustee, Neuberger & Berman Equity
Assets
Ernest E. Ellis Assistant Treasurer, Neuberger & Berman
Assistant Treasurer, N&B Guardian Fund, Inc.; Assistant Treasurer,
Management Neuberger & Berman Manhattan Fund, Inc.
Theodore P. Giuliano Executive Vice President and Trustee, Neuberger
Vice President, N&B & Berman Cash Reserves (3); Executive Vice
Management (5); Partner, President and Trustee, Neuberger & Berman
Neuberger & Berman, L.P. Limited Maturity Bond Fund (3); Executive Vice
President and Director, Neuberger & Berman Multi-
Series Fund, Inc.; Executive Vice President and
Trustee, Neuberger & Berman Municipal Securities
Trust (3); Executive Vice President and Trustee,
Neuberger & Berman Ultra Short Bond Fund (3);
Executive Vice President, Neuberger & Berman
Municipal Money Fund (3); Vice President,
Neuberger & Berman Advisers Management Trust
(6); Executive Vice President and Trustee,
Neuberger & Berman Income Funds (7); Executive
Vice President and Trustee, Neuberger & Berman
Income Trust (7); Executive Vice President and
Trustee, Income Managers Trust (7)
Mark R. Goldstein Vice President, Neuberger & Berman Advisers
Vice President, N&B Management Trust (6); Vice President, Neuberger
Management; Partner, & Berman Manhattan Fund, Inc.; Vice President,
Neuberger & Berman, L.P. Neuberger & Berman Multi-Series Fund, Inc.
Theresa A. Havell President and Trustee, Neuberger & Berman Cash
Vice President and Reserves (3); President and Trustee, Neuberger &
Director, N&B Management; Berman Limited Maturity Bond Fund (3); President
Partner, Neuberger & and Director, Neuberger & Berman Multi-Series
Berman, L.P. Fund, Inc.; President and Trustee, Neuberger &
Berman Municipal Money Fund (3); President and
Trustee, Neuberger & Berman Municipal Securities
Trust (3); President and Trustee, Neuberger &
Berman Ultra Short Bond Fund (3); Vice President,
Neuberger & Berman Advisers Management Trust
(6); President and Trustee, Neuberger & Berman
Income Funds; President and Trustee, Neuberger
& Berman Income Trust; President and Trustee,
Income Managers Trust
Michael M. Kassen President and Director (2), Neuberger & Berman
Vice President, N&B Partners Fund, Inc.; Vice President, Neuberger &
Management; Partner, Berman Multi-Series Fund, Inc.
Neuberger & Berman, L.P.
Irwin Lainoff President and Trustee (8), Neuberger & Berman
Vice President (1) and Advisers Management Trust; Director (2),
Director, N&B Management; Neuberger & Berman Manhattan Fund, Inc.; Vice
Partner, Neuberger & President and Director, Neuberger & Berman
Berman, L.P. Genesis Fund, Inc. (10)
Josephine Mahaney Vice President, Neuberger & Berman Cash
Assistant Vice President (5), Reserves (3); Vice President, Neuberger & Berman
Vice President, N&B Limited Maturity Bond Fund (3); Vice President,
Management Neuberger & Berman Multi-Series Fund, Inc.; Vice
President, Neuberger & Berman Municipal Money
Fund (3); Vice President, Neuberger & Berman
Municipal Securities Trust (3); Vice President,
Neuberger & Berman Ultra Short Bond Fund (3);
Assistant Vice President, Neuberger & Berman
Advisers Management Trust (6)
Lawrence Marx III Vice President and Director (2), Neuberger &
Vice President, N&B Berman Selected Sectors Fund, Inc.; Vice
Management; Partner, President, Neuberger & Berman Guardian Fund,
Neuberger & Berman, L.P. (10) Inc.
Stephen E. Milman President and Director (2), Neuberger & Berman
Vice President, N&B Genesis Fund, Inc.
Management; Partner,
Neuberger & Berman, L.P.
Roy R. Neuberger Chairman Emeritus, Neuberger & Berman Genesis
Partner, Neuberger & Berman, Fund, Inc.; Chairman Emeritus, Neuberger &
L.P. Berman Guardian Fund, Inc.
C. Carl Randolph Assistant Secretary, Neuberger & Berman Advisers
Partner, Neuberger & Berman, Management Trust; Assistant Secretary,
Neuberger
L.P. & Berman Cash Reserves (3); Assistant Secretary,
Neuberger & Berman Genesis Fund, Inc.; Assistant
Secretary, Neuberger & Berman Guardian Fund,
Inc.; Assistant Secretary, Neuberger & Berman
Limited Maturity Bond Fund (3); Assistant
Secretary, Neuberger & Berman Manhattan Fund,
Inc.; Assistant Secretary, Neuberger & Berman
Multi-Series Fund, Inc.; Assistant Secretary,
Neuberger & Berman Municipal Money Fund (3);
Assistant Secretary, Neuberger & Berman
Municipal Securities Trust (3); Assistant Secretary
Neuberger & Berman Partners Fund, Inc.; Assistant
Secretary, Neuberger & Berman Selected Sectors
Fund, Inc.; Assistant Secretary, Neuberger &
Berman Ultra Short Bond Fund (3); Assistant
Secretary, Neuberger & Berman Income Funds;
Assistant Secretary, Neuberger & Berman Income
Trust; Assistant Secretary Neuberger & Berman
Equity Funds; Assistant Secretary, Neuberger &
Berman Equity Trust; Assistant Secretary, Income
Managers Trust; Assistant Secretary, Equity
Managers Trust; Assistant Secretary, Global
Managers Trust; Assistant Secretary, Neuberger &
Berman Equity Assets
Richard Russell Assistant Treasurer (6), Treasurer, Neuberger &
Assistant Vice President (4), Berman Advisers Management Trust; Assistant
Vice President, N&B Treasurer, Neuberger & Berman Cash Reserves
Management (3); Assistant Treasurer, Neuberger & Berman
Genesis Fund, Inc.; Assistant Treasurer,
Neuberger & Berman Guardian Fund, Inc.;
Assistant Treasurer, Neuberger & Berman Limited
Maturity Bond Fund (3); Assistant Treasurer,
Neuberger & Berman Manhattan Fund, Inc.;
Assistant Treasurer, Neuberger & Berman Multi-
Series Fund, Inc.; Assistant Treasurer, Neuberger
& Berman Municipal Money Fund (3); Assistant
Treasurer, Neuberger & Berman Municipal
Securities Trust (3); Assistant Treasurer,
Neuberger & Berman Partners Fund, Inc.; Assistant
Treasurer, Neuberger & Berman Selected Sectors
Fund, Inc.; Assistant Treasurer, Neuberger &
Berman Ultra Short Bond Fund (3); Treasurer,
Neuberger & Berman Income Funds; Treasurer,
Neuberger & Berman Income Trust; Treasurer,
Neuberger & Berman Equity Funds; Treasurer,
Neuberger & Berman Equity Trust; Treasurer,
Income Managers Trust; Treasurer, Equity
Managers Trust; Treasurer, Global Managers
Trust; Treasurer, Neuberger & Berman Equity
Assets
Kent C. Simons President and Director (2), Neuberger & Berman
Vice President, N&B Guardian Fund, Inc.; President and Director (2),
Management; Partner, Neuberger & Berman Selected Sectors Fund, Inc.
Neuberger & Berman, L.P.
Daniel J. Sullivan Vice President, Neuberger & Berman Advisers
Senior Vice President, Management Trust; Vice President, Neuberger &
N&B Management Berman Cash Reserves (3); Vice President,
Neuberger & Berman Limited Maturity Bond Fund
(3); Vice President; Neuberger & Berman Multi-
Series Fund, Inc.; Vice President, Neuberger &
Berman Municipal Money Fund (3); Vice President,
Neuberger & Berman Municipal Securities Trust
(3); Vice President, Neuberger & Berman Ultra
Short Bond Fund (3); Vice President, Neuberger &
Berman Partners Fund, Inc.; Assistant Treasurer,
Neuberger & Berman Selected Sectors Fund, Inc.;
Vice President, Neuberger & Berman Income
Funds; Vice President, Neuberger & Berman
Income Trust; Vice President, Neuberger & Berman
Equity Funds; Vice President, Neuberger & Berman
Equity Trust; Vice President, Income Managers
Trust; Vice President, Equity Managers Trust; Vice
President, Global Managers Trust; Vice President,
Neuberger & Berman Equity Assets
Michael J. Weiner Treasurer (6), Vice President, Neuberger & Berman
Senior Vice President and Advisers Management Trust; Treasurer, Neuberger
Treasurer, N&B Management & Berman Cash Reserves (3); Treasurer,
Neuberger & Berman Genesis Fund, Inc.;
Treasurer, Neuberger & Berman Guardian Fund,
Inc.; Treasurer, Neuberger & Berman Limited
Maturity Bond Fund (3); Treasurer, Neuberger &
Berman Manhattan Fund, Inc.; Treasurer,
Neuberger & Berman Multi-Series Fund, Inc.;
Treasurer, Neuberger & Berman Municipal Money
Fund (3); Treasurer, Neuberger & Berman Munici-
pal Securities Trust (3); Treasurer, Neuberger &
Berman Partners Fund, Inc.; Treasurer, Neuberger
& Berman Selected Sectors Fund, Inc.; Treasurer,
Neuberger & Berman Ultra Short Bond Fund (3);
Vice President, Neuberger & Berman Income
Funds; Vice President, Neuberger & Berman
Income Trust; Vice President, Neuberger & Berman
Equity Funds; Vice President, Neuberger & Berman
Equity Trust; Vice President, Income Managers
Trust; Vice President, Equity Managers Trust; Vice
President, Global Managers Trust; Vice President,
Neuberger & Berman Equity Assets
Lawrence Zicklin President and Trustee, Neuberger & Berman
Director, N&B Management; Advisers Management Trust; President and
Partner, Neuberger & Berman, Trustee, Neuberger & Berman Equity Funds;
L.P. President and Trustee, Neuberger & Berman
Equity Trust; President and Trustee, Equity
Managers Trust; President, Global Managers Trust;
President and Trustee, Neuberger & Berman
Equity Assets; Director, Neuberger & Berman
Genesis Fund, Inc.; Director, Neuberger & Berman
Guardian Fund, Inc.; Director, Neuberger &
Berman Manhattan Fund, Inc.; Director, Neuberger
& Berman Partners Fund, Inc.; Director, Neuberger
& Berman Selected Sectors Fund, Inc.
</TABLE>
The principal address of N&B Management, and of each of the
companies or other entities named above, is 605 Third Avenue, New York, New
York 10158-0006.
________________________
(1) Until January, 1994.
(2) Until May 12, 1993.
(3) Until August 26, 1993.
(4) Until January 4, 1993.
(5) Until November 4, 1994.
(6) Until December 2, 1993.
(7) Until June 22, 1994.
(8) Until February 28, 1993.
(9) Until December 8, 1992.
(10) Until December 31, 1992, employee from January 1, 1993 until December
31, 1993.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Neuberger & Berman Management Incorporated, the principal
underwriter distributing securities of the Registrant, is also the principal
underwriter and distributor for each of the following investment companies:
Neuberger & Berman Equity Funds
Neuberger & Berman Equity Assets
Neuberger & Berman Equity Trust
Neuberger & Berman Income Funds
Neuberger & Berman Income Trust
Neuberger & Berman Management Incorporated or an affiliate thereof
is also the investment adviser to each of the above-named investment
companies, or the master funds in which they invest.
(b) Set forth below is information concerning the directors and
officers of the Registrants principal underwriter. The principal business
address of each of the
<PAGE>
persons listed is 605 Third Avenue, New York, New York 10158-0006, which is
also the address of the Registrants principal underwriter.
<TABLE>
<CAPTION>
<S> <C> <C>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- - - - ----------------------- --------------------------- -----------------------------
Claudia A. Brandon Vice President Secretary
Patrick T. Byrne Assistant Vice President None
Richard A. Cantor Chairman of the Board and None
Director
Robert Conti Assistant Vice President None
Stacy Cooper-Shugrue Assistant Vice President Assistant Secretary
Barbara DiGiorgio Assistant Vice President None
Robert DOrio Assistant Vice President None
Alan R. Dynner Executive Vice President None
Stanley Egener President and Director Chairman of the Board of
Trustees (Chief Executive
Officer)
Ernest E. Ellis Assistant Treasurer None
Lorri Esnard Assistant Vice President None
Robert I. Gendelman Assistant Vice President None
Mark R. Goldstein Vice President None
Farha-Joyce Haboucha Vice President None
Theresa A. Havell Vice President and Director None
Leslie Holliday-Soto Assistant Vice President None
Michael M. Kassen Vice President None
Irwin Lainoff Director None
Josephine Mahaney Vice President None
Carmen G. Martinez Assistant Vice President None
Lawrence Marx III Vice President None
Ellen Metzger Vice President and None
Secretary
Paul Metzger Assistant Vice President None
Stephen E. Milman Vice President None
Janet W. Prindle Vice President None
Richard Russell Vice President Treasurer (Principal
Accounting Officer)
Marvin C. Schwartz Director None
Kent C. Simons Vice President None
Daniel J. Sullivan Senior Vice President Vice President
Andrea Trachtenberg Vice President of Marketing None
Judith M. Vale Vice President None
Clara Del Villar Vice President None
Susan Walsh Assistant Vice President None
Margaret Didi Weinblatt Vice President None
Michael J. Weiner Senior Vice President and Vice President
Treasurer (Principal Financial Officer)
Stephen E. White Vice President None
Celeste Wischerth Assistant Vice President None
Lawrence Zicklin Director Trustee and President
</TABLE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder with respect to the Registrant are maintained at the
offices of State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, except for the Registrants Trust Instrument and Bylaws,
minutes of meetings of the Registrants Trustees and shareholders and the
Registrants policies and contracts, which are maintained at the offices of the
Registrant, 605 Third Avenue, New York, New York 10158.
ITEM 31. MANAGEMENT SERVICES
Other than as set forth in Parts A and B of this Registration
Statement, the Registrant is not a party to any management-related service
contract.
ITEM 32. UNDERTAKINGS
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 18 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, and the State of New York on the 24th day of April, 1995.
<TABLE>
<CAPTION>
<S> <C>
NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
By: /S/LAWRENCE ZICKLIN
Lawrence Zicklin
President
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 18 has been signed below by the following persons
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/S/STANLEY EGENER Chairman and Trustee 4/24/95
Stanley Egener
/S/LAWRENCE ZICKLIN President and Trustee 4/24/95
Lawrence Zicklin (Principal Executive Officer)
/S/MICHAEL J. WEINER Vice President 4/24/95
Michael J. Weiner (Principal Financial Officer)
RICHARD RUSSELL* Treasurer 4/24/95
Richard Russell (Principal Accounting Officer)
FAITH COLISH* Trustee 4/24/95
Faith Colish
Trustee
Walter G. Ehlers
LESLIE A. JACOBSON* Trustee 4/24/95
Leslie A. Jacobson
ROBERT M. PORTER* Trustee 4/24/95
Robert M. Porter
RUTH E. SALZMANN* Trustee 4/24/95
Ruth E. Salzmann
PETER P. TRAPP* Trustee 4/24/95
Peter P. Trapp
</TABLE>
*By: /S/ STANLEY EGENER
___________________
Stanley Egener
Attorney-In-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, ADVISERS MANAGERS TRUST certifies that the
Registrant meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment No. 18 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, and the State of New York on the 24th day of April, 1995.
<TABLE>
<CAPTION>
<S> <C>
ADVISERS MANAGERS TRUST
By: /S/LAWRENCE ZICKLIN
Lawrence Zicklin
President
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.18 has been signed below by the following persons
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/S/STANLEY EGENER Chairman and Trustee 4/24/95
Stanley Egener
/S/LAWRENCE ZICKLIN President and Trustee 4/24/95
Lawrence Zicklin (Principal Executive Officer)
/S/MICHAEL J. WEINER Vice President 4/24/95
Michael J. Weiner (Principal Financial Officer)
RICHARD RUSSELL* Treasurer 4/24/95
Richard Russell (Principal Accounting Officer)
FAITH COLISH* Trustee 4/24/95
Faith Colish
Trustee
Walter G. Ehlers
LESLIE A. JACOBSON* Trustee 4/24/95
Leslie A. Jacobson
ROBERT M. PORTER* Trustee 4/24/95
Robert M. Porter
RUTH E. SALZMANN* Trustee 4/24/95
Ruth E. Salzmann
PETER P. TRAPP* Trustee 4/24/95
Peter P. Trapp
</TABLE>
*By: /S/STANLEY EGENER
___________________
Stanley Egener
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
POST-EFFECTIVE AMENDMENT NO. 18 ON FORM N-1A
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Exhibit Sequentially
Number Description Numbered Page
- - - - -------- ---------------------------------------------------------- -------------
(1) (a) Certificate of Trust. Incorporated by reference to Post-
Effective Amendment No. 16 to Registrants Registration
Statement, File Nos. 2-88566 and 811-4255.
(b) Trust Instrument of Neuberger & Berman Advisers
Management Trust. Incorporated by reference to Post-
Effective Amendment No. 16 to Registrants Registration
Statement, File Nos. 2-88566 and 811-4255.
(2) By-laws of Neuberger & Berman Advisers Management
Trust. Incorporated by reference to Post-Effective
Amendment No. 16 to Registrants Registration
Statement, File Nos. 2-88566 and 811-4255.
(3) Voting Trust Agreement. None. N.A.
(4) Specimen Share Certificate. (To be filed by Amendment) N.A.
(5) (a) Form of Management Agreement Between Advisers
Managers Trust and Neuberger & Berman Management
Incorporated. Incorporated by reference to Post-Effective
Amendment No. 16 to Registrants Registration
Statement, File Nos. 2-88566 and 811-4255.
(b) Form of Sub-Advisory Agreement Between Neuberger
& Berman Management Incorporated and Neuberger &
Berman with Respect to Advisers Managers Trust.
Incorporated by reference to Post-Effective Amendment
No. 16 to Registrants Registration Statement, File Nos.
2-88566 and 811-4255.
(c) Form of Investment Advisory Agreement Between
Advisers Managers Trust and BNP-N&B Global Asset
Management L.P. (Filed Herewith.) N.A.
(6) Form of Distribution Agreement Between Neuberger &
Berman Advisers Management Trust and Neuberger &
Berman Management Incorporated. Incorporated by
reference to Post-Effective Amendment No. 16 to
Registrants Registration Statement, File Nos. 2-88566
and 811-4255.
(7) Bonus, Profit Sharing or Pension Plans. None. N.A.
(8) Custodian Contract Between Neuberger & Berman N.A.
Advisers Management Trust and State Street Bank and
Trust Company. (To be filed by Amendment)
(9) (a) Transfer Agency Agreement Between Neuberger & N.A.
Berman Advisers Management Trust and State Street
Bank and Trust Company. (To be filed by Amendment)
(b) Form of Administration Agreement Between Neuberger &
Berman Advisers Management Trust and Neuberger &
Berman Management Incorporated with Respect to
Growth Portfolio, Partners Portfolio, Balanced Portfolio,
Limited Maturity Bond Portfolio, Government Income
Portfolio and Liquid Asset Portfolio. Incorporated by
reference to Post-Effective Amendment No. 16 to
Registrants Registration Statement, File Nos. 2-88566
and 811-4255.
(c) Administration Agreement Between Neuberger & N.A.
Berman Advisers Management Trust and Neuberger &
Berman Management Incorporated with Respect to the
International Portfolio. (Filed Herewith.)
(d) Fund Participation Agreement (To be filed by N.A.
Amendment)
(10) ` Opinion and Consent of Blazzard, Grodd & Hasenauer, N.A.
P.C. (Filed Herewith.)
(11) Consent of Ernst & Young L.L.P., Independent N.A.
Auditors. (Filed Herewith.)
(12) Financial Statements Omitted from Prospectus. None. N.A.
(13) Letter of Investment Intent. None. N.A.
(14) Prototype Retirement Plan. None. N.A.
(15) Form of Distribution Plan Pursuant to Rule 12b-1.
Incorporated by reference to Post-Effective Amendment
No. 16 to Registrants Registration Statement, File Nos.
2-88566 and 811-4255.
(16) Schedule of Computation of Performance Quotations. N.A.
(Filed Herewith.)
(27) Financial Data Schedules
</TABLE>
<PAGE>
EXHIBIT 5(C)
FORM OF INVESTMENT ADVISORY AGREEMENT
BETWEEN ADVISERS MANAGERS TRUST
AND BNP-N&B GLOBAL ASSET MANAGEMENT L.P.
<PAGE>
INVESTMENT ADVISORY AGREEMENT
This Agreement is made as of __________, 1995, between Advisers Managers
Trust, a New York common law trust ("Managers Trust"), and BNP-N&B Global
Asset Management L.P., a limited partnership ("Investment Adviser").
W I T N E S S E T H :
WHEREAS, Managers Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management
investment company and has established several series of shares (each a
"Series"), including a Series known as AMT International Investments, and has
the authority to establish additional Series in the future, with each Series
having its own assets and investment policies; and
WHEREAS, Managers Trust is an "institutional customer", as defined in 12
C.F.R. Section 225.2(g); and
WHEREAS, Managers Trust desires to retain the Investment Adviser as
investment adviser to furnish investment advisory and portfolio management
services to each Series listed in Schedule A attached hereto, to such other
Series of Managers Trust hereinafter established as agreed to from time to
time by the parties, evidenced by an addendum to Schedule A (hereinafter
"Series" shall refer to each Series which is subject to this Agreement and all
agreements and actions described herein to be made or taken by Managers Trust
on behalf of the Series), and the Investment Adviser is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. SERVICES OF THE INVESTMENT ADVISER.
1.1 INVESTMENT MANAGEMENT SERVICES. The Investment Adviser shall
act as the investment adviser to the Series and, as such, shall, and shall
have full discretionary authority to, (i) obtain and evaluate such information
relating to the economy, industries, businesses, securities markets and
securities as it may deem necessary or useful in discharging its
responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Series in a manner consistent with its
investment objectives, policies and restrictions, and (iii) determine from
time to time securities to be purchased, sold, retained, lent, tendered for
conversion or exchanged by the Series and (subject to such direction as the
Board of Trustees of Managers Trust may from time to time provide) all matters
requiring a vote by the Series, and implement those decisions, including the
selection of entities with or through which such purchases, sales or loans are
to be effected; PROVIDED, that the
<PAGE>
Investment Adviser will place orders pursuant to its investment determinations
either directly with the issuer or with a broker, dealer, or futures
commission merchant, and if with a broker, dealer, or futures commission
merchant, (a) will attempt to obtain the best net price and most favorable
execution of its orders, and (b) may nevertheless in its discretion purchase
and sell portfolio securities from and to brokers and dealers who provide the
Investment Adviser with research, analysis, advice and similar services and
pay such brokers and dealers in return a higher commission or spread than may
be charged by other brokers or dealers.
The Series hereby authorizes any entity or person associated with
the Investment Adviser which is a member of a national securities exchange to
effect any transaction on the exchange for the account of the Series which is
permitted by Section 11(a) of the Securities Exchange Act of 1934, and the
Series hereby consents to the retention of compensation for such transactions.
To the extent permitted by applicable law and in conformity with the
policies and procedures adopted by the Board of Trustees of Managers Trust,
the Investment Adviser is authorized to bunch or aggregate orders for any
Series with the orders of any of the Investment Adviser's other clients,
PROVIDED that no such aggregation or bunching shall give rise to a shared,
undivided interest in any instruments or transaction.
The Series hereby authorizes the Investment Adviser, to the extent
permitted by the 1940 Act or any rule, regulation, order or Securities and
Exchange Commission staff interpretation thereunder, to purchase for the
Series any security for which any one or more of the following is acting as an
underwriter, dealer or member of a syndicate: the Investment Adviser, its
affiliates, the affiliates of any holders of interests in the Series (any such
holder of interests in the Series to be referred to hereinafter as an
"Interestholder"), the principal underwriter of any Interest-holder, or any
affiliate of any of the foregoing.
The Investment Adviser shall carry out its duties with respect to
the Series's investments in accordance with applicable law and the investment
objectives, policies and restrictions of the Series adopted by the trustees of
Managers Trust ("Trustees"), and subject to such further limitations as the
Series may from time to time impose by written notice to the Investment
Adviser.
1.2 REPORTS AND FILINGS. Assist in the preparation of (but not pay
for) all periodic reports by Managers Trust or the Series to Interestholders
of the Series and all reports and filings required to maintain the
registration and qualification of the Series, or to meet other regulatory or
tax requirements applicable to the Series, under federal and state securities
and tax laws.
<PAGE>
1.3 CONSENT TO REFERENCE TO INVESTMENT ADVISER. The Investment
Adviser consents to any reference to Investment Adviser in any prospectus or
sales literature relating to Managers Trust or a Series.
2. EXPENSES OF THE SERIES.
2.1 EXPENSES TO BE PAID BY THE INVESTMENT ADVISER. The
Investment
Adviser shall pay all salaries, expenses and fees of the officers, trustees
and employees of Managers Trust who are officers, committee members or
employees of the Investment Adviser.
In the event that the Investment Adviser pays or assumes any
expenses of Managers Trust or a Series not required to be paid or assumed by
the Investment Adviser under this Agreement, the Investment Adviser shall not
be obligated hereby to pay or assume the same or any similar expense in the
future; PROVIDED, that nothing herein contained shall be deemed to relieve the
Investment Adviser of any obligation to Managers Trust or to a Series under
any separate agreement or arrangement between the parties.
2.2 EXPENSES TO BE PAID BY THE SERIES. Each Series shall bear all
expenses of its operation, except those specifically allocated to the
Investment Adviser under this Agreement or under any separate agreement
between a Series and the Investment Adviser. Expenses to be borne by a Series
shall include both expenses directly attributable to the operation of the
Series and the placement of interests therein, as well as the portion of any
expenses of Managers Trust that is properly allocable to the Series in a
manner approved by the trustees of Managers Trust. Subject to any separate
agreement or arrangement between Managers Trust or a Series and the Investment
Adviser, the expenses hereby allocated to each Series, and not to the
Investment Adviser, include, but are not limited to:
2.2.1 CUSTODY. All charges of depositories, custodians, and
other agents for the transfer, receipt, safekeeping, and servicing of its
cash, securities, and other property.
2.2.2 INTERESTHOLDER SERVICING. All expenses of maintaining
and servicing Interestholder accounts, including but not limited to the
charges of any Interestholder servicing agent, dividend disbursing agent or
other agent engaged by a Series to service Interestholder accounts.
2.2.3 INTERESTHOLDER REPORTS. All expenses of preparing,
setting in type, printing and distributing reports and other communications to
Interestholders of a Series.
<PAGE>
2.2.4 PRICING AND PORTFOLIO VALUATION. All expenses of
computing a Series's net asset value per share, including any equipment or
services obtained for the purpose of pricing shares or valuing the Series's
investment portfolio.
2.2.5 COMMUNICATIONS. All charges for equipment or services
used for communications between the Investment Adviser or the Series and any
custodian, Interestholder servicing agent, portfolio accounting services
agent, or other agent engaged by a Series.
2.2.6 LEGAL AND ACCOUNTING FEES. All charges for services and
expenses of a Series's legal counsel and independent auditors.
2.2.7 TRUSTEES' FEES AND EXPENSES. With respect to each
Series, all compensation of Trustees other than those affiliated with the
Investment Adviser, all expenses incurred in connection with such unaffiliated
Trustees' services as Trustees, and all other expenses of meetings of the
Trustees or committees thereof.
2.2.8 INTERESTHOLDER MEETINGS. All expenses incidental to
holding meetings of Interestholders, including the printing of notices and
proxy materials, and proxy solicitation therefor.
2.2.9 BONDING AND INSURANCE. All expenses of bond, liability,
and other insurance coverage required by law or regulation or deemed advisable
by the Trustees, including, without limitation, such bond, liability and other
insurance expense that may from time to time be allocated to the Series in a
manner approved by the Trustees.
2.2.10 Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale or lending of a Series's
portfolio securities.
2.2.11 TAXES. All taxes or governmental fees payable by or
with respect to a Series to federal, state or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes.
2.2.12 TRADE ASSOCIATION FEES. All fees, dues and other
expenses incurred in connection with a Series's membership in any trade
association or other investment organization.
2.2.13 NONRECURRING AND EXTRAORDINARY EXPENSES. Such
nonrecurring and extraordinary expenses as may arise, including the costs of
actions, suits, or proceedings to which the Series is a party and the expenses
a Series may incur as a result of its legal obligation to provide
indemnification to Managers Trust's officers, Trustees and agents.
<PAGE>
2.2.14 ORGANIZATIONAL EXPENSES. Any and all organizational
expenses of a Series paid by the Investment Adviser shall be reimbursed by
such Series at such time or times agreed by such Series and the Investment
Adviser.
3. ADVISORY FEE.
3.1 FEE. As compensation for all services rendered, facilities
provided and expenses paid or assumed by the Investment Adviser under this
Agreement, each Series shall pay the Investment Adviser an annual fee as set
out in Schedule B to this Agreement.
3.2 COMPUTATION AND PAYMENT OF FEE. The advisory fee shall accrue
on each calendar day, and shall be payable monthly on the first business day
of the next succeeding calendar month. The daily fee accruals shall be
computed by multiplying the fraction of one divided by the number of days in
the calendar year by the applicable annual advisory fee rate (as set forth in
Schedule B hereto), and multiplying this product by the net assets of the
Series, determined in the manner established by the Trustees, as of the close
of business on the last preceding business day on which the Series's net asset
value was determined.
4. OWNERSHIP OF RECORDS.
All records required to be maintained and preserved by the Series
pursuant to the provisions or rules or regulations of the Securities and
Exchange Commission under Section 31(a) of the 1940 Act and maintained and
preserved by the Investment Adviser on behalf of the Series are the property
of the Series and shall be surrendered by the Investment Adviser promptly on
request by the Series; PROVIDED, that the Investment Adviser may at its own
expense make and retain copies of any such records.
5. REPORTS TO INVESTMENT ADVISER.
The Series shall furnish or otherwise make available to the
Investment Adviser such copies of that Series's financial statements, proxy
statements, reports, and other information relating to its business and
affairs as the Investment Adviser may, at any time or from time to time,
reasonably require in order to discharge its obligations under this Agreement.
6. REPORTS TO THE SERIES.
The Investment Adviser shall prepare and furnish to the Series such
reports, statistical data and other information in such form and at such
intervals as the Series may reasonably request or as may be required by
applicable law.
<PAGE>
7. RETENTION OF SUB-ADVISER.
Subject to a Series obtaining the initial and periodic approvals
required under Section 15 of the 1940 Act, the Investment Adviser may retain a
sub-adviser, at the Investment Adviser's own cost and expense, for the purpose
of making investment recommendations and research information available to the
Investment Adviser. Retention of a sub-adviser shall in no way reduce the
responsibilities or obligations of the Investment Adviser under this Agreement
and the Investment Adviser shall be responsible to Managers Trust and the
Series for all acts or omissions of the sub-adviser in connection with the
performance of the Investment Adviser's duties hereunder.
8. SERVICES TO OTHER CLIENTS.
Nothing herein contained shall limit the freedom of the Investment
Adviser or any affiliated person of the Investment Adviser to render
investment management and administrative services to other investment
companies, to act as investment adviser or investment counselor to other
persons, firms or corporations, or to engage in other business activities.
9. LIMITATION OF LIABILITY OF INVESTMENT ADVISER AND ITS
PERSONNEL.
Neither the Investment Adviser nor any committee member, officer or
employee of the Investment Adviser performing services for the Series at the
direction or request of the Investment Adviser in connection with the
Investment Adviser's discharge of its obligations hereunder shall be liable
for any error of judgment or mistake of law or for any loss suffered by a
Series in connection with any matter to which this Agreement relates,
including as a result of any default by any broker, dealer, futures commission
merchant, custodian or sub-adviser; PROVIDED, that nothing herein contained
shall be construed (i) to protect the Investment Adviser against any liability
to Managers Trust or a Series or its Interestholders to which the Investment
Adviser would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of the Investment Adviser's
duties, or by reason of the Investment Adviser's reckless disregard of its
obligations and duties under this Agreement or applicable law, (ii) to
constitute a waiver by Managers Trust or a Series of its respective rights
under applicable securities laws, or (iii) to protect any committee member,
officer or employee of the Investment Adviser who is or was a Trustee or
officer of Managers Trust against any liability to Managers Trust or a Series
or its Interestholders to which such person would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office with
Managers Trust.
<PAGE>
10. NO LIABILITY OF OTHER SERIES.
This Agreement is made by Managers Trust on behalf of each Series
pursuant to authority granted by the Trustees, and the obligations created
hereby are not binding on any of the Trustees or Interestholders of the Series
individually, but bind only the property of that Series and no other.
11. EFFECT OF AGREEMENT.
Nothing herein contained shall be deemed to require the Series to
take any action contrary to the Declaration of Trust or By-Laws of Managers
Trust, any actions of the Trustees binding upon the Series, or any applicable
law, regulation or order to which the Series is subject or by which it is
bound, or to relieve or deprive the Trustees of their responsibility for and
control of the conduct of the business and affairs of the Series or Managers
Trust.
12. TERM OF AGREEMENT.
The term of this Agreement shall begin on the date first above
written with respect to each Series listed in Schedule A on the date hereof
and, unless sooner terminated as hereinafter provided, this Agreement shall
remain in effect through ___________, 1997. With respect to each Series added
by execution of an Addendum to Schedule A, the term of this Agreement shall
begin on the date of such execution and, unless sooner terminated as
hereinafter provided, this Agreement shall remain in effect to the date two
years after such execution. Thereafter, in each case this Agreement shall
continue in effect with respect to each Series from year to year, subject to
the termination provisions and all other terms and conditions hereof;
PROVIDED, such continuance with respect to a Series is approved at least
annually by (1) a vote or written consent of the holders of a majority of the
outstanding voting securities of such Series, or by a vote of the Trustees,
and (2) by a majority of the Trustees who are not interested persons of either
party hereto ("Disinterested Trustees"); and PROVIDED FURTHER, that the
Investment Adviser shall not have notified a Series in writing at least sixty
days prior to the first expiration date hereof or at least sixty days prior to
any expiration date in any year thereafter that it does not desire such
continuation. The Investment Adviser shall furnish any Series, promptly upon
its request, such information as may reasonably be necessary to evaluate the
terms of this Agreement or any extension, renewal or amendment thereof.
13. AMENDMENT OR ASSIGNMENT OF AGREEMENT; CONFIDENTIALITY.
(a) Any amendment to this Agreement shall be in writing signed by
the parties hereto; PROVIDED, that no such amendment shall be effective unless
authorized on behalf of any Series (i) by resolution of the Trustees,
including the vote or written consent of a majority of the Trustees who are
not parties to this Agreement or interested persons of either party hereto,
and (ii) by vote of a majority of the outstanding
<PAGE>
voting securities of the Series. This Agreement shall terminate automatically
and immediately in the event of its assignment.
(b) Subject to the provisions of this Agreement and to applicable
law, Managers Trust (on behalf of itself and each Series) and the Investment
Adviser shall each use commercially reasonable efforts to maintain the
confidentiality of all matters concerning the management of the assets of any
Series hereunder.
14. TERMINATION OF AGREEMENT.
This Agreement may be terminated at any time by either party hereto,
without the payment of any penalty, upon sixty (60) days' prior written notice
to the other party; PROVIDED, that in the case of termination by any Series,
such action shall have been authorized (i) by resolution of the Trustees,
including the vote or written consent of a majority of Trustees who are not
parties to this Agreement or interested persons of either party hereto, or
(ii) by vote of a majority of the outstanding voting securities of the Series.
The provisions of Sections 2, 4, 9, 10 and 13(b) shall survive any
termination of this Agreement.
15. NAME OF THE SERIES.
Each Series hereby agrees that if the Investment Adviser shall at
any time for any reason cease to serve as investment adviser to a Series, the
Series shall, if and when requested by the Investment Adviser, eliminate from
the Series's name the name "Neuberger & Berman" and thereafter refrain from
using the name "Neuberger & Berman" or the initials "N&B" in connection with
its business or activities, and the foregoing agreement of a Series shall
survive any termination of this Agreement and any extension or renewal
thereof.
16. INTERPRETATION AND DEFINITION OF TERMS.
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the 1940 Act. Specifically, the terms
"vote of a majority of the outstanding voting securities," "interested
persons," "assignment" and "affiliated person," as used in this Agreement
shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In
addition, when the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is modified, interpreted or relaxed by a rule,
regulation or order of the Securities and Exchange Commission, whether of
special or of general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
<PAGE>
17. CHOICE OF LAW
This Agreement is made and to be principally performed in the State
of New York, and except insofar as the 1940 Act or other federal laws and
regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
New York.
18. CAPTIONS.
The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
19. EXECUTION IN COUNTERPARTS.
This Agreement may be executed simultaneously in counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
<TABLE>
<CAPTION>
<S> <C>
ADVISERS MANAGERS TRUST
Attest:________________________ By:________________________________
Secretary Title
BNP-N&B GLOBAL ASSET MANAGEMENT
L.P.
Attest:________________________ By: ________________________________
Secretary Title
</TABLE>
<PAGE>
ADVISERS MANAGERS TRUST
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
The Series of Advisers Managers Trust currently subject to this Agreement
are as follows:
INITIAL SERIES
AMT International Investments
DATED: _________________, 1995
<PAGE>
ADVISERS MANAGERS TRUST
INVESTMENT ADVISORY AGREEMENT
SCHEDULE B
Compensation pursuant to Paragraph 3 of the Advisers Managers Trust
Investment Advisory Agreement shall be calculated in accordance with the
following schedules:
AMT INTERNATIONAL INVESTMENTS
0.50% of the first $250 million of average daily net assets;
0.475% of the next $250 million of average daily net assets;
0.45% of the next $250 million of average daily net assets;
0.425% of average daily net assets in excess of $750 million.
DATED: ____________, 1995
<PAGE>
SCHEDULE A
The Series of Advisers Managers Trust currently subject to this Agreement
are as follows:
INITIAL SERIES
AMT International Investments
DATED: _________________, 1995
<PAGE>
ADVISERS MANAGERS TRUST
INVESTMENT ADVISORY AGREEMENT
SCHEDULE B
Compensation pursuant to Paragraph 3 of the Advisers Managers Trust
Investment Advisory Agreement shall be calculated in accordance with the
following schedules:
AMT INTERNATIONAL INVESTMENTS
0.50% of the first $250 million of average daily net assets;
0.475% of the next $250 million of average daily net assets;
0.45% of the next $250 million of average daily net assets;
0.425% of average daily net assets in excess of $750 million.
DATED: ____________, 1995
<PAGE>
SCHEDULE A
The Series of Advisers Managers Trust currently subject to this Agreement
are as follows:
INITIAL SERIES
AMT International Investments
DATED: _________________, 1995
<PAGE>
ADVISERS MANAGERS TRUST
INVESTMENT ADVISORY AGREEMENT
SCHEDULE B
Compensation pursuant to Paragraph 3 of the Advisers Managers Trust
Investment Advisory Agreement shall be calculated in accordance with the
following schedules:
AMT INTERNATIONAL INVESTMENTS
0.50% of the first $250 million of average daily net assets;
0.475% of the next $250 million of average daily net assets;
0.45% of the next $250 million of average daily net assets;
0.425% of average daily net assets in excess of $750 million.
DATED: ____________, 1995
<PAGE>
EXHIBIT 9(C)
ADMINISTRATION AGREEMENT BETWEEN
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST AND
NEUBERGER & BERMAN MANAGEMENT INCORPORATED WITH
RESPECT TO THE INTERNATIONAL PORTFOLIO
<PAGE>
ADMINISTRATION AGREEMENT
This Agreement is made as of ___________, 1995, between Neuberger &
Berman Advisers Management Trust, a Delaware business trust ("Trust"), and
Neuberger & Berman Management Incorporated, a New York corporation
("Administrator").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management
investment company and has established several separate series of shares
("Portfolios), with each Portfolio having its own assets and investment
policies; and
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services to each Portfolio listed in Schedule A attached
hereto, and to such other Portfolios of the Trust hereinafter established as
agreed to from time to time by the parties, evidenced by an addendum to
Schedule A (hereinafter "Portfolio" shall refer to each Portfolio which is
subject to this Agreement and all agreements and actions described herein to
be made or taken by a Portfolio shall be made or taken by the Trust on behalf
of the Portfolio), and the Administrator is willing to furnish such services,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. SERVICES OF THE ADMINISTRATOR.
1.1 ADMINISTRATIVE SERVICES. The Administrator shall supervise
each Portfolio's business and affairs and shall provide such services required
for effective administration of such Portfolio as are not provided by
employees or other agents engaged by such Portfolio; PROVIDED, that the
Administrator shall not have any obligation to provide under this Agreement
any direct or indirect services to a Portfolio's shareholders, any services
related to the distribution of a Portfolio's shares, or any other services
that are the subject of a separate agreement or arrangement between a
Portfolio and the Administrator. Subject to the foregoing, in providing
administrative services hereunder, the Administrator shall:
1.1.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish
without cost to each Portfolio, or pay the cost of, such office space, office
equipment and office facilities as are adequate for the Portfolio's needs.
1.1.2 PERSONNEL. Provide, without remuneration from or
other cost to each Portfolio, the services of individuals competent to perform
all of the Portfolio's executive, administrative and clerical functions that
are not performed by employees or other agents engaged by the Portfolio or by
the Administrator acting in some other capacity pursuant to a separate
agreement or arrangement with the Portfolio.
1.1.3 AGENTS. Assist each Portfolio in selecting and
coordinating the activities of the other agents engaged by the Portfolio,
including the Portfolio's shareholder servicing agent, custodian, independent
auditors and legal counsel.
1.1.4 TRUSTEES AND OFFICERS. Authorize and permit the
Administrator's directors, officers or employees who may be elected or
appointed as trustees or officers of the Trust to serve in such capacities,
without remuneration from or other cost to the Trust or any Portfolio.
1.1.5 BOOKS AND RECORDS. Assure that all financial,
accounting and other records required to be maintained and preserved by each
Portfolio are maintained and preserved by it or on its behalf in accordance
with applicable laws and regulations.
1.1.6 REPORTS AND FILINGS. Assist in the preparation of (but
not pay for) all periodic reports by each Portfolio to shareholders of such
Portfolio and all reports and filings required to maintain the registration
and qualification of the Portfolio and the Portfolio's shares, or to meet
other regulatory or tax requirements applicable to the Portfolio, under
federal and state securities and tax laws.
1.2. OVERSIGHT. The parties recognize that the International
Portfolio of the Trust intends to invest all of its investable assets in AMT
International Investments ("Series") of Advisers Managers Trust ("Managers
Trust"), and that while the Administrator acts as the investment adviser of
every other series of Managers Trust, it does not serve as the investment
adviser of the Series. Accordingly, the parties agree that the Administrator
shall provide the following additional administrative services to and for the
benefit of the International Portfolio:
a. Review all of the Series organizational documents, written policies
and procedures, memoranda to its trustees, resolutions and minutes of its
board of trustees, and financial, accounting and other records;
b. Monitor and review the investments made by the investment adviser of
the Series for their compliance with the investment policies of the
International Portfolio, and meet with the portfolio manager of the Series
periodically to review investment policy and compliance matters;
c. Review accounting matters with respect to the Series, including
calculations concerning the net asset value of the International Portfolio's
interest in the Series, and monitor the accounting functions of the Series as
they affect the International Portfolio generally, including, as appropriate,
meeting with the independent auditors of the Series and of the International
Portfolio;
d. Furnish to the International Portfolio reports and analyses
concerning the foregoing, as appropriate; and
e. At the request of the trustees of the International Portfolio, send
appropriate personnel of the Administrator to attend meetings of the trustees
of the Series.
2. EXPENSES OF EACH PORTFOLIO
2.1 EXPENSES TO BE PAID BY THE ADMINISTRATOR. The Administrator
shall pay all salaries, expenses and fees of the officers, trustees, or
employees of the Trust who are officers, directors or employees of the
Administrator.
In the event that the Administrator pays or assumes any expenses of
the Trust or a Portfolio not required to be paid or assumed by the
Administrator under this Agreement, the Administrator shall not be obligated
hereby to pay or assume the same or any similar expense in the future;
PROVIDED, that nothing herein contained shall be deemed to relieve the
Administrator of any obligation to the Trust or to a Portfolio under any
separate agreement or arrangement between the parties.
2.2 EXPENSES TO BE PAID BY THE PORTFOLIO. Each Portfolio shall
bear all expenses of its operation, except those specifically allocated to the
Administrator under this Agreement or under any separate agreement between
such Portfolio and the Administrator. Expenses to be borne by such Portfolio
shall include both expenses directly attributable to the operation of that
Portfolio and the offering of its shares, as well as the portion of any
expenses of the Trust that is properly allocable to such Portfolio in a manner
approved by the trustees of the Trust ("Trustees"). Subject to any separate
agreement or arrangement between the Trust or a Portfolio and the
Administrator, the expenses hereby allocated to each Portfolio, and not to the
Administrator, include, but are not limited to:
2.2.1 CUSTODY. All charges of depositories, custodians, and
other agents for the transfer, receipt, safekeeping, and servicing of its
cash, securities, and other property.
2.2.2 SHAREHOLDER SERVICING. All expenses of maintaining and
servicing shareholder accounts, including but not limited to the charges of
any shareholder servicing agent, dividend disbursing agent or other agent
engaged by a Portfolio to service shareholder accounts.
2.2.3 SHAREHOLDER REPORTS. All expenses of preparing, setting
in type, printing and distributing reports and other communications to
shareholders of a Portfolio.
2.2.4 PROSPECTUSES. All expenses of preparing, setting in
type, printing and mailing annual or more frequent revisions of a Portfolio's
Prospectus and Statement of Additional Information ("SAI") and any supplements
thereto and of supplying them to shareholders of the Portfolio.
2.2.5 PRICING AND PORTFOLIO VALUATION. All expenses of
computing a Portfolio's net asset value ("NAV") per share, including any
equipment or services obtained for the purpose of pricing shares or valuing
the Portfolio's investment portfolio.
2.2.6 COMMUNICATIONS. All charges for equipment or services
used for communications between the Administrator or the Portfolio and any
custodian, shareholder servicing agent, portfolio accounting services agent,
or other agent engaged by a Portfolio.
2.2.7 LEGAL AND ACCOUNTING FEES. All charges for services and
expenses of a Portfolio's legal counsel and independent auditors.
2.2.8 TRUSTEES' FEES AND EXPENSES. All compensation of
Trustees other than those affiliated with the Administrator, all expenses
incurred in connection with such unaffiliated Trustees' services as Trustees,
and all other expenses of meetings of the Trustees or committees thereof.
2.2.9 SHAREHOLDER MEETINGS. All expenses incidental to
holding meetings of shareholders, including the printing of notices and proxy
materials, and proxy solicitation therefor.
2.2.10 FEDERAL REGISTRATION FEES. All fees and expenses of
registering and maintaining the registration of the Trust and each Portfolio
under the 1940 Act and the registration of each Portfolio's shares under the
Securities Act of 1933 (the "1933 Act"), including all fees and expenses
incurred in connection with the preparation, setting in type, printing, and
filing of any Registration Statement, Prospectus and SAI under the 1933 Act or
the 1940 Act, and any amendments or supplements that may be made from time to
time.
2.2.11 STATE REGISTRATION FEES. All fees and expenses of
qualifying and maintaining the qualification of the Trust and each Portfolio
and of each Portfolio's shares for sale under securities laws of various
states or jurisdictions, and of registration and qualification of each
Portfolio under all other laws applicable to a Portfolio or its business
activities (including registering the Portfolio as a broker-dealer, or any
officer of the Portfolio or any person as agent or salesman of the Portfolio
in any state).
2.2.12 SHARE CERTIFICATES. All expenses of preparing and
transmitting a Portfolio's share certificates, if any.
2.2.13 CONFIRMATIONS. All expenses incurred in connection
with the issue and transfer of a Portfolio's shares, including the expenses of
confirming all share transactions.
2.2.14 BONDING AND INSURANCE. All expenses of bond,
liability, and other insurance coverage required by law or regulation or
deemed advisable by the Trustees, including, without limitation, such bond,
liability and other insurance expense that may from time to time be allocated
to the Portfolio in a manner approved by the Trustees.
2.2.15 BROKERAGE COMMISSIONS. All brokers' commissions and
other charges incident to the purchase, sale or lending of a Portfolio's
portfolio securities.
2.2.16 TAXES. All taxes or governmental fees payable by or
with respect to a Portfolio to federal, state or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes.
2.2.17 TRADE ASSOCIATION FEES. All fees, dues and other
expenses incurred in connection with a Portfolio's membership in any trade
association or other investment organization.
2.2.18 NONRECURRING AND EXTRAORDINARY EXPENSES. Such
nonrecurring and extraordinary expenses as may arise, including the costs of
actions, suits, or proceedings to which the Portfolio is a party and the
expenses a Portfolio may incur as a result of its legal obligation to provide
indemnification to the Trust's officers, Trustees and agents.
2.2.19 ORGANIZATIONAL EXPENSES. All organizational expenses
of each Portfolio paid or assessed by the Administrator, which such Portfolio
shall reimburse to the Administrator at such time or times and subject to such
condition or conditions as shall be specified in the Prospectus and SAI
pursuant to which such Portfolio makes the initial public offering of its
shares.
2.2.20 INVESTMENT ADVISORY SERVICES. Any fees and expenses
for investment advisory services that may be incurred or contracted for by a
Portfolio.
3. ADMINISTRATION FEE.
3.1 FEE. As compensation for all services rendered, facilities
provided and expenses paid or assumed by the Administrator to or for each
Portfolio under this Agreement, such Portfolio shall pay the Administrator an
annual fee as set out in Schedule B to this Agreement.
3.2 COMPUTATION AND PAYMENT OF FEE. The administration fee shall
accrue on each calendar day, and shall be payable monthly on the first
business day of the next succeeding calendar month. The daily fee accruals
for each Portfolio shall be computed by multiplying the fraction of one
divided by the number of days in the calendar year by the applicable annual
administration fee rate (as set forth in Schedule B hereto), and multiplying
this product by the NAV of such Portfolio, determined in the manner set forth
in such Portfolio's then-current Prospectus, as of the close of business on
the last preceding business day on which such Portfolio's NAV was determined.
4. OWNERSHIP OF RECORDS. All records required to be maintained and
preserved by each Portfolio pursuant to the provisions or rules or regulations
of the Securities and Exchange Commission ("SEC") under Section 31(a) of the
1940 Act and maintained and preserved by the Administrator on behalf of such
Portfolio are the property of such Portfolio and shall be surrendered by the
Administrator promptly on request by the Portfolio; PROVIDED, that the
Administrator may at its own expense make and retain copies of any such
records.
5. REPORTS TO ADMINISTRATOR. Each Portfolio shall furnish or otherwise
make available to the Administrator such copies of that Portfolio's
Prospectus, SAI, financial statements, proxy statements, reports, and other
information relating to its business and affairs as the Administrator may, at
any time or from time to time, reasonably require in order to discharge its
obligations under this Agreement.
6. REPORTS TO EACH PORTFOLIO. The Administrator shall prepare and
furnish to each Portfolio such reports, statistical data and other information
in such form and at such intervals as such Portfolio may reasonably request.
7. SERVICES TO OTHER CLIENTS. Nothing herein contained shall limit the
freedom of the Administrator or any affiliated person of the Administrator to
render administrative services to other investment companies, to act as
administrator to other persons, firms, or corporations, or to engage in other
business activities.
8. LIMITATION OF LIABILITY. The Administrator shall look only to the
assets of each Portfolio for performance of this Agreement by the Trust on
behalf of such Portfolio, and neither the Trustees of the Trust ("Trustees")
nor any of the Trust's officers, employees or agents, whether past, present or
future shall be personally liable therefor.
9. INDEMNIFICATION BY PORTFOLIO. Each Portfolio shall indemnify the
Administrator and hold it harmless from and against any and all losses,
damages and expenses, including reasonable attorneys' fees and expenses,
incurred by the Administrator that result from: (i) any claim, action, suit or
proceeding in connection with the Administrator's entry into or performance of
this Agreement with respect to such Portfolio; or (ii) any action taken or
omission to act committed by the Administrator in the performance of its
obligations hereunder with respect to such Portfolio; or (iii) any action of
the Administrator upon instructions believed in good faith by it to have been
executed by a duly authorized officer or representative of the Trust with
respect to such Portfolio; PROVIDED, that the Administrator shall not be
entitled to such indemnification in respect of actions or omissions
constituting negligence or misconduct on the part of the Administrator or its
employees, agents or contractors. Before confessing any claim against it
which may be subject to indemnification by a Portfolio hereunder, the
Administrator shall give such Portfolio reasonable opportunity to defend
against such claim in its own name or in the name of the Administrator.
10. INDEMNIFICATION BY THE ADMINISTRATOR. The Administrator shall
indemnify each Portfolio and hold it harmless from and against any and all
losses, damages and expenses, including reasonable attorneys' fees and
expenses, incurred by such Portfolio which result from: (i) the
Administrator's failure to comply with the terms of this Agreement with
respect to such Portfolio; or (ii) the Administrator's lack of good faith in
performing its obligations hereunder with respect to such Portfolio; or (iii)
the Administrator's negligence or misconduct or its employees, agents or
contractors in connection herewith with respect to such Portfolio. A
Portfolio shall not be entitled to such indemnification in respect of actions
or omissions constituting negligence or misconduct on the part of that
Portfolio or its employees, agents or contractors other than the Administrator
unless such negligence or misconduct results from or is accompanied by
negligence or misconduct on the part of the Administrator, any affiliated
person of the Administrator, or any affiliated person of an affiliated person
of the Administrator. Before confessing any claim against it which may be
subject to indemnification hereunder, a Portfolio shall give the Administrator
reasonable opportunity to defend against such claim in its own name or in the
name of the Trust on behalf of such Portfolio.
11. EFFECT OF AGREEMENT. Nothing herein contained shall be deemed to
require the Trust or any Portfolio to take any action contrary to the Trust
Instrument or Bylaws of the Trust or any applicable law, regulation or order
to which it is subject or by which it is bound, or to relieve or deprive the
Trustees of their responsibility for and control of the conduct of the
business and affairs of the Portfolio or Trust.
12. TERM OF AGREEMENT. The term of this Agreement shall begin on the
date first above written with respect to each Portfolio listed in Schedule A
on the date hereof and, unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect through ______________. With respect to each
Portfolio added by execution of an Addendum to Schedule A, the term of this
Agreement shall begin on the date of such execution and, unless sooner
terminated as hereinafter provided, this Agreement shall remain in effect to
the date two years after such execution. Thereafter, in each case this
Agreement shall continue in effect with respect to each Portfolio from year to
year, subject to the termination provisions and all other terms and conditions
hereof; PROVIDED, such continuance with respect to a Portfolio is approved at
least annually by vote or written consent of the Trustees, including a
majority of the Trustees who are not interested persons of either party hereto
("Disinterested Trustees"); and PROVIDED FURTHER, that the Administrator shall
not have notified a Portfolio in writing at least sixty days prior to the
first expiration date hereof or at least sixty days prior to any expiration
date in any year thereafter that it does not desire such continuation. The
Administrator shall furnish any Portfolio, promptly upon its request, such
information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal or amendment thereof.
13. AMENDMENT OR ASSIGNMENT OF AGREEMENT. Any amendment to this
Agreement shall be in writing signed by the parties hereto; PROVIDED, that no
such amendment shall be effective unless authorized on behalf of any Portfolio
(i) by resolution of the Trustees, including the vote or written consent of a
majority of the Disinterested Trustees, or (ii) by vote of a majority of the
outstanding voting securities of such Portfolio. This Agreement shall
terminate automatically and immediately in the event of its assignment;
provided, that with the consent of a Portfolio, the Administrator may
subcontract to another person any of its responsibilities with respect to such
Portfolio.
14. TERMINATION OF AGREEMENT. This Agreement may be terminated at any
time by either party hereto, without the payment of any penalty, upon sixty
days' prior written notice to the other party; PROVIDED, that in the case of
termination by any Portfolio, such action shall have been authorized (i) by
resolution of the Trustees, including the vote or written consent of the
Disinterested Trustees, or (ii) by vote of a majority of the outstanding
voting securities of such Portfolio.
15. NAME OF PORTFOLIO. Each Portfolio hereby agrees that if the
Administrator shall at any time for any reason cease to serve as administrator
to a Portfolio, such Portfolio shall, if and when requested by the
Administrator, eliminate from such Portfolios name the name "Neuberger &
Berman" and thereafter refrain from using the name "Neuberger & Berman" or the
initials "N&B" in connection with its business or activities, and the
foregoing agreement of each Portfolio shall survive any termination of this
Agreement and any extension or renewal thereof.
16. INTERPRETATION AND DEFINITION OF TERMS. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the Act shall be resolved
by reference to such term or provision of the 1940 Act and to interpretation
thereof, if any, by the United States courts or, in the absence of any
controlling decision of any such court, by rules, regulations or orders of the
SEC validly issued pursuant to the 1940 Act. Specifically, the terms "vote of
a majority of the outstanding voting securities," "interested persons,"
"assignment" and "affiliated person," as used in this Agreement shall have the
meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when
the effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is modified, interpreted or relaxed by a rule, regulation or order
of the SEC, whether of special or of general application, such provision shall
be deemed to incorporate the effect of such rule, regulation or order.
17. CHOICE OF LAW. This Agreement is made and to be principally
performed in the State of New York, and except insofar as the Act or other
federal laws and regulations may be controlling, this Agreement shall be
governed by, and construed and enforced in accordance with, the internal laws
of the State of New York.
18. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
19. EXECUTION IN COUNTERPARTS. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
<TABLE>
<CAPTION>
<S> <C>
NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST
Attest: By:___________________________
___________________________ ___________________________
Secretary Title
NEUBERGER & BERMAN
MANAGEMENT INCORPORATED
Attest: By:___________________________
___________________________ ___________________________
Secretary Title
</TABLE>
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
ADMINISTRATION AGREEMENT
SCHEDULE A
The Portfolios of Neuberger & Berman Advisers Management Trust currently
subject to this Agreement are as follows:
International Portfolio
Dated: _______________, 1995
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
ADMINISTRATION AGREEMENT
SCHEDULE B
Compensation pursuant to Paragraph 3 of the Neuberger & Berman Advisers
Management Trust Administration Agreement shall be .63% per annum of the
average daily net assets of the International Portfolio.
Dated: April 28, 1995
EXHIBIT 10
OPINION AND CONSENT OF BLAZZARD, GRODD & HASENAUER, P.C.
<PAGE>
Board of Trustees
Neuberger & Berman Advisers Management Trust
605 Third Avenue, 2nd Floor
New York, NY 10158-0006
RE: Opinion of Counsel - Neuberger & Berman Advisers Management Trust
_________________________________________________________________
Gentlemen:
You have requested our Opinion of Counsel in connection with the filing
with the Securities and Exchange Commission of Post-Effective Amendment No. 18
to a Registration Statement on Form N-1A with respect to Neuberger & Berman
Advisers Management Trust.
We have made such examination of the law and have examined such records
and documents as in our judgement are necessary or appropriate to enable us to
render the opinions expressed below.
We are of the following opinions:
1. Neuberger & Berman Advisers Management Trust (Trust) is a valid
and existing unincorporated voluntary association, commonly known as a
business trust. The Trust is a business trust created and validly existing
pursuant to Massachusetts Laws. Effective as of the opening of business on
May 1, 1995, Neuberger & Berman Advisers Management Trust, a series investment
company organized as a Delaware business trust (Successor Trust), will succeed
to all of the assets, rights, obligations, and liabilities of the Trust.
2. Upon the acceptance of purchase payments made by shareholders in
accordance with the Prospectus contained in the Registration Statement and
upon compliance with applicable law, such shareholders will have
legally-issued, fully paid, non-assessable shares of the Successor Trust.
<PAGE>
Board of Trustees
April 27, 1995
Page 2
You may use this opinion letter, or a copy thereof, as an exhibit to the
Registration.
We consent to the reference to our Firm under the caption Legal Counsel
contained in the Statement of Additional Information which forms a part of the
Registration Statement.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /s/ RAYMOND A. O'HARA III
_________________________
Raymond A. O'Hara III
RAO:mag
a:1291
<PAGE>
EXHIBIT 11
CONSENT OF ERNST & YOUNG L.L.P., INDEPENDENT AUDITORS
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions Financial
Highlights in the Prospectus and Reports to Shareholders, and Independent
Auditors in the Statement of Additional Information in Post-Effective
Amendment Number 18 to the Registration Statement (Form N-1A No. 2-88566) of
Neuberger & Berman Advisers Management Trust, and to the incorporation by
reference of our reports dated January 27, 1995 on the Liquid Asset, Growth,
Limited Maturity Bond, Balanced, Government Income and Partners Portfolios,
six of the portfolios comprising Neuberger & Berman Advisers Management Trust,
included in the 1994 Annual Reports to Shareholders of Neuberger & Berman
Advisers Management Trust.
ERNST & YOUNG LLP
Boston, Massachusetts
April 25, 1995
<PAGE>
EXHIBIT 16
SCHEDULE OF COMPUTATION OF PERFORMANCE QUOTATIONS
<PAGE>
EXHIBIT (16)
NEUBERGER & BERMAN PROFESSIONAL INVESTORS GROWTH FUND
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Registrant's average annual
total return ("T") for the inception and one year periods ended October 31,
1993, which have been included in the Statement of Additional Information.
In the following equations, "ERV" represents the Redeemable Value at the end
of each time period, "n" represents the period of time and "P" represents
the amount of the initial investment, i.e. $1,000. The calculation assumes
reinvestment of all dividends and distributions. The formula for calculating
average annnual total return is
(Graphic of Formula):
T equals the nth root of ERV divided by P, minus 1.
INCEPTION PERIOD DECEMBER 6, 1991 THROUGH OCTOBER 31, 1993
n = 1.9
ERV = $1,318.86
P = $1,000
(Graphic of Formula):
T equals the 1.9th root of 1318.68 divided by 1000, minus 1.
T = .1568 or 15.68%
ONE YEAR PERIOD NOVEMBER 1, 1992 THROUGH OCTOBER 31, 1993
n = 1
ERV = $1,104.40
P = $1,000
(Graphic of Formula):
T equals the 1st root of 1104.40 divided by 1000, minus 1.
T = .1044 or 10.44%
<PAGE>
EXHIBIT (16)
NEUBERGER & BERMAN PROFESSIONAL INVESTORS GROWTH FUND
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Registrant's average annual
total return ("T") for the inception and one year periods ended October 31,
1993, which have been included in the Statement of Additional Information.
In the following equations, "ERV" represents the Redeemable Value at the end
of each time period, "n" represents the period of time and "P" represents
the amount of the initial investment, i.e. $1,000. The calculation assumes
reinvestment of all dividends and distributions. The formula for calculating
average annnual total return is
(Graphic Formula):
T equals the nth root of ERV divided by P, minus 1.
INCEPTION PERIOD DECEMBER 6, 1991 THROUGH OCTOBER 31, 1993
n = 1.9
ERV = $1,318.86
P = $1,000
(Graphic of Formula):
T equals the 10th root of 1318.68 divided by 1000, minus 1.
T = .1568 or 15.68%
ONE YEAR PERIOD NOVEMBER 1, 1992 THROUGH OCTOBER 31, 1993
n = 1
ERV = $1,104.40
P = $1,000
(Graphic of Formula):
T equals the 1st root of 1104.40 divided by 1000, minus 1.
T = .1044 or 10.44%
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
GROWTH PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Growth Portfolio's average
annual total return ("T") for the one year, five year, and ten year periods
ended December 31, 1994, which have been included in the Statement of
Additional Information. In the following equations, "ERV" represents the
Redeemable Value at the end of each time period, "n" represents the period
of time and "P" represents the amount of the initial investment, i.e. $1,000.
The calculation assumes reinvestment of all dividends and distributions. The
formula for calculating average annual total return is
(Graphic of Formula):
T equals the nth root of ERV divided by P, minus 1.
TEN YEAR PERIOD JANUARY 1, 1985 THROUGH DECEMBER 31, 1994
n = 10
ERV = $3,075.30
P = $1,000
(Graphic of Formula):
T equals the 10th root of 3,075.30 divided by 1000, minus 1.
T = .1189 or 11.89%
FIVE YEAR PERIOD JANUARY 1, 1990 THROUGH DECEMBER 31, 1994
n = 5
ERV = $1,323.80
P = $1,000
(Graphic of Formula):
T equals the 5th root of 1,323.80 divided by 1000, minus 1.
T = .0577 or 5.77%
ONE YEAR PERIOD JANUARY 1, 1994 THROUGH DECEMBER 31, 1994
n = 1
ERV = $950.10
P = $1,000
(Graphic of Formula):
T equals the 1st root of 950.10 divided by 1000, minus 1.
T = -.0499 or -4.99%
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
LIMITED MATURITY BOND PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Limited Maturity Bond
Portfolio average annual total return ("T") for the one year, five year, and
ten year periods ended December 31, 1994, which have been included in the
Statement of Additional Information. In the following equations, "ERV"
represents the Redeemable Value at the end of each time period, "n" represents
the period of time and "P" represents the amount of the initial investment,
i.e. $1,000. The calculation assumes reinvestment of all dividends and
distributions. The formula for calculating average annual total return is
(Graphic of Formula):
T equals the nth root of ERV divided by P, minus 1.
TEN YEAR PERIOD JANUARY 1, 1985 THROUGH DECEMBER 31, 1994
n = 10
ERV = $2,150.20
P = $1,000
(Graphic of Formula):
T equals the 10th root of 2,150.20 divided by 1000, minus 1.
T = .0796 or 7.96%
FIVE YEAR PERIOD JANUARY 1, 1990 THROUGH DECEMBER 31, 1994
n = 5
ERV = $1,350.50
P = $1,000
(Graphic of Formula):
T equals the 5th root of 1,350.50 divided by 1000, minus 1.
T = .0619 or 6.19%
<PAGE>
ONE YEAR PERIOD JANUARY 1, 1994 THROUGH DECEMBER 31, 1994
n = 1
ERV = $998.50
P = $1,000
(Graphic of Formula):
T equals the 1st root of 998.50 divided by 1000, minus 1.
T = -.0015 or -0.15%
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
BALANCED PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Balanced Portfolio average
annual total return ("T") for the one year, five year and life of Portfolio
periods ended December 31, 1994, which have been included in the Statement of
Additional Information. In the following equations, "ERV" represents the
Redeemable Value at the end of each time period, "n" represents the period of
time and "P" represents the amount of the initial investment, i.e. $1,000.
The calculation assumes reinvestment of all dividends and distributions. The
formula for calculating average annual total return is
(Graphic of Formula):
T equals the nth root of ERV divided by P, minus 1.
PERIOD FEBRUARY 28, 1989 THROUGH DECEMBER 31, 1994
n = 5.84
ERV = $1,618.40
P = $1,000
(Graphic of Formula):
T equals the 5.84th root of 1,618.40 divided by 1000, minus 1.
T = .0859 or 8.59%
FIVE YEAR PERIOD JANUARY 1, 1990 THROUGH DECEMBER 31, 1994
n = 5
ERV = $1,390.40
P = $1,000
(Graphic of Formula):
T equals the 5th root of 1,390.40 divided by 1000, minus 1.
T = .0681 or 6.81%
<PAGE>
ONE YEAR PERIOD JANUARY 1, 1994 THROUGH DECEMBER 31, 1994
n = 1
ERV = $ 966.40
P = $1,000
(Graphic of Formula):
T equals the 1st root of 966.40 divided by 1000, minus 1.
T = -.0336 or -3.36%
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT
TRUST
PARTNERS PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Partners Portfolio's
average annual
total return ("T") for the life of Portfolio period ended December 31, 1994,
which has been included in the Statement of Additional Information. In the
following equations, "ERV" represents the Redeemable Value at the end of each
time period, "n" represents the period of time and "P" represents the amount
of the initial investment, i.e. $1,000. The calculation assumes reinvestment
of all dividends and distributions. The formula for calculating average
annual total return is
(Graphic of Formula):
T equals the nth root of ERV divided by P, minus 1.
PERIOD MARCH 22, 1994 THROUGH DECEMBER 31, 1994
n = 0.78
ERV = $ 977.00
P = $1,000
(Graphic of Formula):
T equals the 0.78th root of 977.00 divided by 1000, minus 1.
T = -.0230 or -2.30% (Not Annualized)
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
GOVERNMENT INCOME PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Government Income
Portfolio's average annual total return ("T") for the life of Portfolio period
ended December 31, 1994, which has been included in the Statement of
Additional Information. In the following equations, "ERV" represents the
Redeemable Value at the end of each time period, "n" represents the period of
time and "P" represents the amount of the initial investment, i.e. $1,000.
The calculation assumes reinvestment of all dividends and distributions. The
formula for calculating average annual total return is
(Graphic of Formula):
T equals the nth root of ERV divided by P, minus 1.
PERIOD MARCH 22, 1994 THROUGH DECEMBER 31, 1994
n = 0.78
ERV = $1,015.00
P = $1,000
(Graphic of Formula):
T equals the 0.78th root of 1,015.00 divided by 1000, minus 1.
T = .0150 or 1.50% (Not Annualized)
<PAGE>
EXHIBIT (16)
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
GOVERNMENT INCOME PORTFOLIO
30-DAY YIELD COMPUTATION
30 DAYS ENDED DECEMBER 31, 1994
A = Dividend and interest income
B = Expenses accrued for the period
C = Average daily number of shares outstanding during the period that was
entitled to receive dividends
D = Maximum offering price on the last day of the month
(Graphic of Formula):
YIELD equals 2 times [(A minus B, divided by the product of C times D, plus 1)
to the sixth power, minus 1.]
(Graphic of Formula):
YIELD equals 2 times [(5,602.33 minus 847.07, divided by the product of
101,809.61 times 10.15, plus 1) to the sixth power, minus 1.]
YIELD = .0559 or 5.59%
<PAGE>
EXHIBIT (16)
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
LIMITED MATURITY BOND PORTFOLIO
30-DAY YIELD COMPUTATION
30 DAYS ENDED DECEMBER 31, 1994
A = Dividend and interest income
B = Expenses accrued for the period
C = Average daily number of shares outstanding during the period that was
entitled to receive dividends
D = Maximum offering price on the last day of the month
(Graphic of Formula):
YIELD equals 2 times [(A minus B, divided by the product of C times D, plus 1)
to the sixth power, minus 1.]
(Graphic of Formula):
YIELD equals 2 times [( 2,034,585.07 minus 220,809.58, divided by the product
of 24,526,876.959 times 14.02, plus 1) to the sixth power, minus 1.]
YIELD = .0641 or 6.41%
EXHIBIT 27
FINANCIAL DATA SCHEDULES
<PAGE>
[ARTICLE] 6
[LEGEND]
Neuberger&Berman Advisers Management Trust Liquid Asset Portfolio
[/LEGEND]
[CIK] 0000736913
[NAME] NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
[SERIES]
[NUMBER] 01
[NAME] LIQUID ASSET PORTFOLIO
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 5,310
[INVESTMENTS-AT-VALUE] 5,307
[RECEIVABLES] 15
[ASSETS-OTHER] 1
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 5,326
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 42
[TOTAL-LIABILITIES] 42
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 5,285
[SHARES-COMMON-STOCK] 5,285
[SHARES-COMMON-PRIOR] 6,835
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (1)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 5,284
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 247
[OTHER-INCOME] 0
[EXPENSES-NET] (59)
[NET-INVESTMENT-INCOME] 188
[REALIZED-GAINS-CURRENT] (1)
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 187
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (188)
[DISTRIBUTIONS-OF-GAINS] (7)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 4,549
[NUMBER-OF-SHARES-REDEEMED] (6,284)
[SHARES-REINVESTED] 185
[NET-CHANGE-IN-ASSETS] (1,557)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 6
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 29
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 60
[AVERAGE-NET-ASSETS] 5,740
[PER-SHARE-NAV-BEGIN] 1.00
[PER-SHARE-NII] .03
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] (.03)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 1.00
[EXPENSE-RATIO] 1.02
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>[ARTICLE] 6
[LEGEND]
Neuberger&Berman Advisers Management Trust Growth Portfolio
[/LEGEND]
[CIK] 0000736913
[NAME] NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
[SERIES]
[NUMBER] 02
[NAME] GROWTH PORTFOLIO
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 366,636
[INVESTMENTS-AT-VALUE] 369,405
[RECEIVABLES] 964
[ASSETS-OTHER] 25
[OTHER-ITEMS-ASSETS] 77
[TOTAL-ASSETS] 370,471
[PAYABLE-FOR-SECURITIES] 697
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 466
[TOTAL-LIABILITIES] 1,163
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 352,895
[SHARES-COMMON-STOCK] 18,180
[SHARES-COMMON-PRIOR] 15,095
[ACCUMULATED-NII-CURRENT] 836
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 12,808
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 2,769
[NET-ASSETS] 369,308
[DIVIDEND-INCOME] 3,873
[INTEREST-INCOME] 124
[OTHER-INCOME] 0
[EXPENSES-NET] (3,047)
[NET-INVESTMENT-INCOME] 950
[REALIZED-GAINS-CURRENT] 12,943
[APPREC-INCREASE-CURRENT] (32,917)
[NET-CHANGE-FROM-OPS] (19,024)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (1,828)
[DISTRIBUTIONS-OF-GAINS] (42,814)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 6,137
[NUMBER-OF-SHARES-REDEEMED] (5,122)
[SHARES-REINVESTED] 2,070
[NET-CHANGE-IN-ASSETS] 2,817
[ACCUMULATED-NII-PRIOR] 1,728
[ACCUMULATED-GAINS-PRIOR] 42,664
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 2,509
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 3,047
[AVERAGE-NET-ASSETS] 362,389
[PER-SHARE-NAV-BEGIN] 24.28
[PER-SHARE-NII] .07
[PER-SHARE-GAIN-APPREC] (1.11)
[PER-SHARE-DIVIDEND] (.12)
[PER-SHARE-DISTRIBUTIONS] (2.81)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 20.31
[EXPENSE-RATIO] .84
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>[ARTICLE] 6
[LEGEND]
Neuberger&Berman Advisers Management Trust Limited Maturity Bond Portfolio
[/LEGEND]
[CIK] 0000736913
[NAME] NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
[SERIES]
[NUMBER] 03
[NAME] LIMITED MATURITY BOND PORTFOLIO
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 351,817
[INVESTMENTS-AT-VALUE] 341,301
[RECEIVABLES] 4,559
[ASSETS-OTHER] 23
[OTHER-ITEMS-ASSETS] 4
[TOTAL-ASSETS] 345,887
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1,049
[TOTAL-LIABILITIES] 1,049
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 344,765
[SHARES-COMMON-STOCK] 24,591
[SHARES-COMMON-PRIOR] 23,439
[ACCUMULATED-NII-CURRENT] 19,409
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (8,821)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (10,515)
[NET-ASSETS] 344,838
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 21,991
[OTHER-INCOME] 0
[EXPENSES-NET] (2,395)
[NET-INVESTMENT-INCOME] 19,596
[REALIZED-GAINS-CURRENT] (8,821)
[APPREC-INCREASE-CURRENT] (11,234)
[NET-CHANGE-FROM-OPS] (459)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (13,652)
[DISTRIBUTIONS-OF-GAINS] (1,798)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 12,801
[NUMBER-OF-SHARES-REDEEMED] (12,746)
[SHARES-REINVESTED] 1,097
[NET-CHANGE-IN-ASSETS] 1,309
[ACCUMULATED-NII-PRIOR] 13,560
[ACCUMULATED-GAINS-PRIOR] 1,703
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,806
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 2,395
[AVERAGE-NET-ASSETS] 361,267
[PER-SHARE-NAV-BEGIN] 14.66
[PER-SHARE-NII] .78
[PER-SHARE-GAIN-APPREC] (.80)
[PER-SHARE-DIVIDEND] (.55)
[PER-SHARE-DISTRIBUTIONS] (.07)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 14.02
[EXPENSE-RATIO] .66
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>[ARTICLE] 6
[LEGEND]
Neuberger&Berman Advisers Management Trust Balanced Portfolio
[/LEGEND]
[CIK] 0000736913
[NAME] NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
[SERIES]
[NUMBER] 04
[NAME] BALANCED PORTFOLIO
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 180,140
[INVESTMENTS-AT-VALUE] 178,342
[RECEIVABLES] 1,267
[ASSETS-OTHER] 10
[OTHER-ITEMS-ASSETS] 4
[TOTAL-ASSETS] 179,623
[PAYABLE-FOR-SECURITIES] 102
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 246
[TOTAL-LIABILITIES] 348
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 176,714
[SHARES-COMMON-STOCK] 12,352
[SHARES-COMMON-PRIOR] 10,318
[ACCUMULATED-NII-CURRENT] 3,295
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 1,064
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (1,798)
[NET-ASSETS] 179,275
[DIVIDEND-INCOME] 1,207
[INTEREST-INCOME] 3,687
[OTHER-INCOME] 0
[EXPENSES-NET] (1,578)
[NET-INVESTMENT-INCOME] 3,316
[REALIZED-GAINS-CURRENT] 1,255
[APPREC-INCREASE-CURRENT] (10,390)
[NET-CHANGE-FROM-OPS] (5,819)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (2,464)
[DISTRIBUTIONS-OF-GAINS] (4,072)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 3,004
[NUMBER-OF-SHARES-REDEEMED] (1,402)
[SHARES-REINVESTED] 432
[NET-CHANGE-IN-ASSETS] 18,159
[ACCUMULATED-NII-PRIOR] 2,444
[ACCUMULATED-GAINS-PRIOR] 3,880
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,217
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1,578
[AVERAGE-NET-ASSETS] 173,910
[PER-SHARE-NAV-BEGIN] 15.62
[PER-SHARE-NII] .30
[PER-SHARE-GAIN-APPREC] (.80)
[PER-SHARE-DIVIDEND] (.23)
[PER-SHARE-DISTRIBUTIONS] (.38)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 14.51
[EXPENSE-RATIO] .91
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>[ARTICLE] 6
[LEGEND]
Neuberger&Berman Advisers Management Trust Partners Portfolio
[/LEGEND]
[CIK] 0000736913
[NAME] NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
[SERIES]
[NUMBER] 05
[NAME] PARTNERS PORTFOLIO
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 9,802
[INVESTMENTS-AT-VALUE] 9,633
[RECEIVABLES] 102
[ASSETS-OTHER] 12
[OTHER-ITEMS-ASSETS] 1
[TOTAL-ASSETS] 9,748
[PAYABLE-FOR-SECURITIES] 303
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 66
[TOTAL-LIABILITIES] 369
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 9,437
[SHARES-COMMON-STOCK] 960
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 13
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 98
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (169)
[NET-ASSETS] 9,379
[DIVIDEND-INCOME] 35
[INTEREST-INCOME] 27
[OTHER-INCOME] 0
[EXPENSES-NET] (49)
[NET-INVESTMENT-INCOME] 13
[REALIZED-GAINS-CURRENT] 98
[APPREC-INCREASE-CURRENT] (169)
[NET-CHANGE-FROM-OPS] (58)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1,175
[NUMBER-OF-SHARES-REDEEMED] (215)
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 9,379
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 20
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 49
[AVERAGE-NET-ASSETS] 3,630
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] .03
[PER-SHARE-GAIN-APPREC] (.26)
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 9.77
[EXPENSE-RATIO] 1.75
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>[ARTICLE] 6
[LEGEND]
Neuberger&Berman Advisers Management Trust Government Income Portfolio
[/LEGEND]
[CIK] 0000736913
[NAME] NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
[SERIES]
[NUMBER] 06
[NAME] GOVERNMENT INCOME PORTFOLIO
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 1,048
[INVESTMENTS-AT-VALUE] 1,025
[RECEIVABLES] 5
[ASSETS-OTHER] 12
[OTHER-ITEMS-ASSETS] 18
[TOTAL-ASSETS] 1,060
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 27
[TOTAL-LIABILITIES] 27
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 1,018
[SHARES-COMMON-STOCK] 102
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 38
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (23)
[NET-ASSETS] 1,033
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 46
[OTHER-INCOME] 0
[EXPENSES-NET] (8)
[NET-INVESTMENT-INCOME] 38
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] (23)
[NET-CHANGE-FROM-OPS] 15
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 102
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 1,033
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 5
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 20
[AVERAGE-NET-ASSETS] 1,018
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] .37
[PER-SHARE-GAIN-APPREC] (.22)
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.15
[EXPENSE-RATIO] 1.09
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
