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NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST
PARTNERS PORTFOLIO
MAY 1, 1995
NBAMT0150595
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Neuberger&Berman
ADVISERS MANAGEMENT TRUST
Partners Portfolio
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Neuberger&Berman ADVISERS MANAGEMENT TRUST (the "Trust") is intended to meet
differing investment objectives and currently is comprised of seven separate
Portfolios, one of which is offered herein. 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 one of the Portfolios
are also offered directly to qualified pension and retirement plans ("Qualified
Plans").
THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE PARTNERS PORTFOLIO
ONLY.
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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. AMT PARTNERS INVESTMENTS, THE PARTNERS
PORTFOLIO'S CORRESPONDING SERIES, IS MANAGED BY NEUBERGER&BERMAN MANAGEMENT
INCORPORATED ("N&B MANAGEMENT"). AMT PARTNERS INVESTMENTS INVESTS IN SECURITIES
IN ACCORDANCE WITH AN INVESTMENT OBJECTIVE, POLICIES, AND LIMITATIONS IDENTICAL
TO THOSE OF THE PARTNERS PORTFOLIO. THE INVESTMENT PERFORMANCE OF THE PARTNERS
PORTFOLIO WILL DIRECTLY CORRESPOND WITH THE INVESTMENT PERFORMANCE OF AMT
PARTNERS INVESTMENTS. 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 11.
Please read this Prospectus before investing in the Partners Portfolio and
keep it for future reference. The Prospectus contains information about the
Partners Portfolio 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
NBAMT0150595
1
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TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 4
Management 4
The Neuberger&Berman Investment
Approach 4
FINANCIAL HIGHLIGHTS 5
INVESTMENT PROGRAM 7
AMT Partners Investments 7
Short-Term Trading; Portfolio
Turnover 7
Ratings of Securities 8
Borrowings 8
Other Investments 9
PERFORMANCE INFORMATION 10
SPECIAL INFORMATION REGARDING
ORGANIZATION, CAPITALIZATION,
AND OTHER MATTERS 11
The Portfolios 11
The Series 11
SHARE PRICES AND NET ASSET
VALUE 14
DIVIDENDS, OTHER DISTRIBUTIONS
AND TAX STATUS 15
Dividends and Other Distributions 15
Tax Status 15
SPECIAL CONSIDERATIONS 16
MANAGEMENT AND ADMINISTRATION 17
Trustees and Officers 17
Investment Manager, Administrator,
Sub-Adviser and Distributor 17
Expenses 18
Fees 18
Expense Reimbursement 19
Transfer and Dividend Paying Agent 19
DISTRIBUTION AND REDEMPTION
OF TRUST SHARES 20
Distribution and Redemption of
Trust Shares 20
Distribution Plan 20
DESCRIPTION OF INVESTMENTS 21
USE OF JOINT STATEMENT
OF ADDITIONAL INFORMATION 25
</TABLE>
2
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SUMMARY
The Portfolios and Series
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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
11. For more details about AMT Partners Investments, its investments and their
risks, see "Investment Program" on page 7, "Ratings of Securities" on page 8,
"Borrowings" on page 8, and "Description of Investments" on page 21.
Here is a summary of important features of the Partners Portfolio and its
corresponding Series. There can be no assurance that the Portfolio will meet its
investment objective.
<TABLE>
<CAPTION>
NEUBERGER&BERMAN INVESTMENT PRINCIPAL SERIES
ADVISERS MANAGEMENT TRUST OBJECTIVE INVESTMENTS
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<S> <C> <C>
PARTNERS PORTFOLIO Capital growth Common stocks and other equity
securities of established companies
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3
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Risk Factors
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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 AMT Partners Investments, in foreign
securities, options and zero coupon bonds. With respect to any portion of the
assets of AMT Partners Investments which is invested 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 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.
Management
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N&B Management, with the assistance of Neuberger&Berman, L.P.
("Neuberger&Berman") as sub-adviser, selects investments for AMT Partners
Investments. N&B Management also provides administrative services to AMT
Partners Investments and the Partners Portfolio and acts as distributor of the
shares of the Portfolio. See "Management and Administration."
The Neuberger&Berman Investment Approach
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AMT Partners Investments is 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. 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."
4
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FINANCIAL HIGHLIGHTS
Selected Per Share Data and Ratios
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The financial information in the following table is for the Partners
Portfolio's predecessor fund as of December 31, 1994 and includes data related
to the 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 the Partners Portfolio's predecessor fund has
been audited by its independent auditors. You may obtain further information
about the performance of the Partners Portfolio at no cost in the Trust's annual
report to shareholders. Also, see "Performance Information."
5
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FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust
Partners Portfolio
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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
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Net Asset Value, Beginning of Period $10.00
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Income From Investment Operations
Net Investment Income .03
Net Gains or Losses on Securities (both realized and unrealized) (.26)
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Total From Investment Operations (.23)
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Net Asset Value, End of Period $ 9.77
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Total Return+ -2.30%(3)
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Ratios/Supplemental Data
Net Assets, End of Period (in millions) $ 9.4
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Ratio of Expenses to Average Net Assets 1.75%(4)
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Ratio of Net Income to
Average Net Assets .45%(4)
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Portfolio Turnover Rate 90%
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</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.
6
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INVESTMENT PROGRAM
The investment policies and limitations of the Partners Portfolio and AMT
Partners Investments are identical. The Partners Portfolio invests only in AMT
Partners Investments. Therefore, the following shows you the kinds of securities
in which AMT Partners Investments invests. For an explanation of some types of
investments, see "Description of Investments" on page 21.
Investment policies and limitations of the Partners Portfolio and AMT
Partners Investments 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 Partners Portfolio intends 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 AMT Partners Investments and the Partners Portfolio will achieve
their objectives. The Partners Portfolio, by itself, does not represent a
comprehensive investment program.
Additional investment techniques, features, and limitations concerning the
Series' investment program are described in the SAI.
AMT Partners Investments
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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.
Short-Term Trading; Portfolio Turnover
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While AMT Partners Investments does not purchase securities with the
intention of profiting from short-term trading, it may sell portfolio securities
prior to maturity when the investment adviser believes that such action is
advisable. The portfolio turnover rate for the predecessor of AMT Partners
Investments for 1994 is set forth under "Financial Highlights." It is
anticipated that the annual portfolio turnover rate of 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).
7
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Ratings of Securities
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HIGH QUALITY DEBT SECURITIES. 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.
INVESTMENT GRADE DEBT SECURITIES. "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 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 AMT Partners 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.
LOWER-RATED 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 will invest in such securities only when
it concludes that the anticipated return to the Partners 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 AMT Partners Investments
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 AMT Partners Investments' 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
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AMT Partners Investments 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 of the
Series' total assets (including the amount borrowed) less liabilities (other
than borrowings). The Series does not expect to borrow money. As a
non-fundamental policy, the Series may not purchase portfolio securities if its
outstanding borrowings, including reverse repurchase agreements, exceed 5% of
its total assets.
8
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Currently, the State of California imposes borrowing limitations on variable
insurance products funds. To comply with these limitations, the 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
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For temporary defensive purposes, AMT Partners Investments may 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.
To the extent that the Series is invested in temporary defensive instruments,
it will not be pursuing its investment objective.
9
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PERFORMANCE INFORMATION
Performance information for the Partners Portfolio may 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. The Portfolio's total return is quoted for the one-year period through
the most recent calendar quarter (or for the life of the Portfolio) 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 Portfolio 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 Portfolio
which will take into account insurance-related charges and expenses under such
insurance policies and contracts. Further information regarding the 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 the Portfolio to various indices. Advertisements may also contain
the performance rankings assigned the Portfolio or its adviser 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 Portfolio is a managed investment vehicle investing in
a wide variety of securities, the securities owned by the 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.
10
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SPECIAL INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS
The Portfolios
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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, one of which is offered herein.
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 one 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
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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 one 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.
11
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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 investment manager of all Series, except one, 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.
12
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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.
13
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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.
The Partners Portfolio and AMT Partners Investments calculate their NAVs as
of the close of regular trading on The New York Stock Exchange ("NYSE"), usually
4 p.m. Eastern time.
AMT Partners Investments values its 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. AMT Partners Investments values all other
securities and assets, including restricted securities, by a method that the
trustees of Managers Trust believe accurately reflects fair value.
14
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DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS
Dividends and Other Distributions
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The Partners Portfolio 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 Partners Portfolio offers its shares solely to separate accounts of the
Life Companies. All dividends and other distributions are distributed to the
separate accounts and will be automatically invested in Portfolio shares.
Dividends and other distributions made by the 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.
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<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.
16
<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, Administrator, Sub-Adviser and Distributor
- --------------------------------------------------------------------------------
N&B Management serves as the investment manager of AMT Partners Investments,
as administrator of the Partners Portfolio and as distributor of the shares of
the Partners Portfolio. N&B Management and its predecessor firms have
specialized in the management of no-load mutual funds since 1950. In addition to
serving six Series of Managers Trust, N&B Management currently serves as
investment manager or investment adviser of other mutual funds.
Neuberger&Berman, which acts as sub-adviser for the six 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.
Michael M. Kassen and Robert I. Gendelman are primarily responsible for the
day-to-day management of AMT Partners Investments. 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.
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Neuberger&Berman acts as the principal broker for AMT Partners Investments,
in the purchase and sale of portfolio securities and in the sale of covered call
options, and for those services receives brokerage commissions. In effecting
securities transactions, AMT Partners Investments 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 and
Neuberger&Berman 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
- --------------------------------------------------------------------------------
N&B Management provides investment management services to AMT Partners
Investments 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 the Partners
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>
- ------------------------------------------------------------------------------------
PARTNERS 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
</TABLE>
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.
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<PAGE>
Expense Reimbursement
- --------------------------------------------------------------------------------
N&B Management has voluntarily undertaken to reimburse the Partners Portfolio
for its operating expenses and its pro rata share of its corresponding Series'
operating expenses, excluding the compensation of N&B Management, 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 the Portfolio and its corresponding Series and thereby increase
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. All
correspondence should be sent to State Street Bank & Trust Company, P.O. Box
1978, Boston, MA 02105. State Street provides similar services to all Series as
the Series' transfer agent. State Street also acts as the custodian of the
Series' and the Portfolio's assets.
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<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
one of the Portfolios 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.
20
<PAGE>
DESCRIPTION OF INVESTMENTS
In addition to the securities referred to in "Investment Program" herein, AMT
Partners Investments may make the following investments, among others,
individually or in combination, although the 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 Portfolio is to qualify as a regulated investment
company 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. 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. The 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, the Series may experience difficulty in
valuing or disposing of illiquid securities. N&B Management 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. The 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. The Series 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
considers these factors in making investments for the Series.
The Series may 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 American Depositary Receipts (ADRs). Foreign securities
(including those denominated in U.S. dollars and ADRs) are affected by political
or economic developments in foreign countries.
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.
21
<PAGE>
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, the 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.
FOREIGN CURRENCY TRANSACTIONS. The 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. The
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. The Series may also enter into contracts to sell foreign 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 the Series if the value of the hedged currency increased.
The 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. The 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 the 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 the Series from adverse exchange rates,
they involve risk of loss if N&B Management fails to predict foreign currency
values correctly.
CALL OPTIONS. The 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. The writing and
purchasing of call 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.
The primary risks in using call options are (1) imperfect correlation or no
correlation between changes in market value of the securities held by the Series
and the prices of the options; (2) possible lack of a liquid secondary market
for options and the resulting inability to close out an option when desired; (3)
the fact that the skills needed to use options 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
22
<PAGE>
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. Options are considered derivatives.
FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. In a when-issued
transaction, the 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, the 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.
REPURCHASE AGREEMENTS/SECURITIES LOANS. The Series may enter into repurchase
agreements and lend securities from its portfolio. In a repurchase agreement,
the Series buys a security from a Federal Reserve member 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). The Series also may lend portfolio securities to banks,
brokerage firms, or institutional 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 monitors the creditworthiness of sellers and borrowers.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the 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.
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. A
reverse repurchase agreement may increase the fluctuation in the market value of
the Series' assets and is a form of leverage. N&B Management monitors the
creditworthiness of parties to reverse repurchase agreements.
CONVERTIBLE SECURITIES. The 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.
OTHER INVESTMENTS. Although the Series invests primarily in common stocks
when market conditions warrant the Series 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. The 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, the Series will borrow a security from a brokerage
firm to make delivery to the buyer. The 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, the Series is required to pay to
the lender any accrued interest or dividend and may be required to pay a
premium.
The 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. The 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
23
<PAGE>
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.
The Series 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.
ZERO COUPON SECURITIES. 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.
RESTRICTED SECURITIES AND RULE 144A SECURITIES. 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,
acting pursuant to guidelines established by the trustees of Managers Trust, may
determine that some restricted securities are liquid.
24
<PAGE>
USE OF JOINT 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 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 SAI.
25
