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THIS DOCUMENT IS A COPY OF THE
FORM N-1A FILED ON APRIL 28, 1995
PURSUANT TO A RULE 201 TEMPORARY
HARDSHIP EXEMPTION
As filed with the Securities and Exchange Commission
on April 28, 1995
Registration No. 811-8578
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
ADVISERS MANAGERS TRUST
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(Exact name of registrant as specified in charter)
605 Third Avenue, 2nd Floor, New York, New York 10158-0006
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(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) 226-7866
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EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant pursuant to
section 8(b) of the Investment Company Act of 1940, as amended. However,
beneficial interests in the series of the Registrant are not being registered
under the Securities Act of 1933, as amended, because such interests will be
issued solely in private placement transactions that do not involve any "public
offering" within the meaning of section 4(2) of that Act. Investments in the
Registrant's series may be made only by regulated investment companies,
insurance company separate accounts, and certain qualified pension and
retirement plans. This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any beneficial interests in any
series of the Registrant.
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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
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CROSS REFERENCE SHEET
(as required by Rule 495)
N-1A ITEM NO. LOCATION
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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-
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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
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.
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PART A
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PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
Advisers Managers Trust (the "Trust") is a diversified, no-load, open-end
management investment company that was organized as a trust under the laws of
the State of New York pursuant to a Declaration of Trust dated as of May 24,
1994, as amended April 26, 1995.
Beneficial interests in the Trust are divided into seven separate subtrusts
or "series," each having a distinct investment objective and distinct investment
policies and limitations: AMT Balanced Investments, AMT Government Income
Investments, AMT Growth Investments, AMT Limited Maturity Bond Investments, AMT
Liquid Asset Investments, AMT Partners Investments and AMT International
Investments (each a "Series"). 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.
Beneficial interests in the Portfolios are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of section 4(2) of the Securities Act of 1933, as amended (the "1933
Act"). Investments in the Series may be made only by regulated investment
companies, insurance company separate accounts, and certain qualified pension
and retirement plans. This Registration Statement does not constitute an offer
to sell, or the solicitation of an offer to buy, any "security" within the
meaning of the 1933 Act.
Neuberger & Berman Management Incorporated ("N&B Management") serves as the
investment manager and Neuberger & Berman L.P. ("Neuberger & Berman") serves as
the sub-adviser of each Series except AMT International Investments, which is
advised by BNP-N&B Global Asset Management L.P. ("BNP-N&B Global"), a company
jointly owned by Neuberger & Berman and Banque Nationale de Paris ("BNP"). N&B
Management serves as the administrator of AMT International Investments.
INVESTMENT OBJECTIVES
The investment objectives of AMT Liquid Asset Investments, AMT Balanced
Investments, AMT Limited Maturity Bond Investments and AMT Growth Investments
are fundamental and therefore may not be changed without the approval of the
holders of a majority of the outstanding shares of the Portfolio and its
corresponding Series. The investment objectives of AMT Government Income
Investments, AMT Partners Investments and AMT International Investments are
non-fundamental and thus may be changed by the
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trustees of the Trust (the "Trustees") without investor approval. Each
Portfolio's investment objectives and principal portfolio investments are as
follows:
AMT Liquid Asset Investments seeks the highest current income consistent
with safety and principal. The Series seeks to achieve this investment objective
through investment in high quality money market instruments of government and
non-government issuers. The dollar-weighted average maturity of the Series'
investments shall not exceed 90 days.
AMT Growth Investments seeks capital appreciation, without regard to
income. The Series seeks to achieve this objective by investing in common
stocks.
AMT Limited Maturity Bond Investments seeks the highest current income
consistent with low risk to principal and liquidity; and secondarily, total
return. The Series seeks to achieve this investment objective through
investments in short-to-intermediate-term debt securities, at least investment
grade.
AMT Balanced Investments seeks long-term capital growth and reasonable
current income without undue risk to principal by investing in common stocks and
short-to-intermediate-term debt securities, at least investment grade.
AMT Government Income Investments seeks a high level of current income and
total return, consistent with safety of principal. The Series seeks to achieve
this investment objective through investing at least 65% of its total assets in
U.S. Government and Agency securities (as defined below), with an emphasis on
U.S. Government mortgage-backed securities (as defined below); and the Series
invests at least 25% of its total assets in mortgage-backed and asset-backed
securities.
AMT Partners Investments seeks capital growth by investing primarily in
common stocks and other equity securities of established companies.
AMT International Investments seeks long-term capital appreciation by
investing primarily in a diversified portfolio of equity securities of foreign
issuers. The Series will invest primarily in equity securities of issuers
organized and doing business primarily outside the U.S.
INVESTMENT PROGRAMS
The Series' investment policies and limitations are not fundamental unless
otherwise specified in this Registration Statement. Although non-fundamental
policies and limitations may be changed by the Trustees without investor
approval, each Series intends to notify its investors before implementing any
material change in any non-fundamental policy or limitation. Fundamental
policies may not be changed without approval of a
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"majority of the outstanding voting securities" (as defined in the Investment
Company Act of 1940 ("1940 Act")) of the Series.
Additional investment techniques, features, and restrictions concerning the
Series' investment programs are described in Part B.
AMT LIQUID ASSET INVESTMENTS
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 investment companies that invest in
the Series 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
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 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.
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AMT GOVERNMENT INCOME INVESTMENTS
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
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
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.
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AMT PARTNERS INVESTMENTS
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
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.
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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.
AMT INTERNATIONAL INVESTMENTS
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
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to realize gains. The Series may enter into repurchase agreements with
respect to any security in which it can invest.
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).
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.
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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 of the Series' total
assets (including the amount borrowed) less liabilities (other than borrowings).
None of these Series expects to borrow
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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.
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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 Part B.
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
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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 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.
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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 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
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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.
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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
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.
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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 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
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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, CARS-SM- ("Certificates for Automobile Receivables-SM-"), credit
card receivable securities,
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and installment loan contracts. Although these securities may be supported
by letters of credit or other credit enhancements, 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.
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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 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.
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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.
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ITEM 5. MANAGEMENT OF THE FUND.
TRUSTEES AND OFFICERS. The Trustees have overall responsibility for the
operations of each Series. Part B contains general background information about
each Trustee and officer of the Trust. The officers of the Trust who are
officers of N&B Management and/or partners of Neuberger & Berman serve without
compensation from the Series. The Trustees, including a majority of those
Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Trust, have adopted written procedures reasonably appropriate to deal with
potential conflicts of interest between the Series and any institution investing
therein, including, if necessary, creating a separate board of trustees.
INVESTMENT MANAGER, ADVISER, ADMINISTRATOR AND SUB-ADVISER
ALL SERIES (EXCEPT AMT INTERNATIONAL INVESTMENTS). N&B Management serves
as the investment manager of each Series. 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:
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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.
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 . 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
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 . 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
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statements or representations made by the Life Companies or by brokers or
salespersons in connection with Variable Contracts.
AMT INTERNATIONAL INVESTMENTS. 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 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 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 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.
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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 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 SERIES (EXCEPT AMT INTERNATIONAL INVESTMENTS). 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. For such investment management
services, N&B Management is paid the following fees:
FEES (AS PERCENTAGE OF AVERAGE DAILY NET ASSETS)
MANAGEMENT
GROWTH; PARTNERS; BALANCED 0.55% of first $250 million
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
0.325% 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
0.225% of next $500 million
0.20% of next $500 million
0.175% of next $500 million
0.15% of over $2 billion
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
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limited to, for the legal and accounting fees and compensation for trustees
who are not affiliated with N&B Management and 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.
AMT INTERNATIONAL INVESTMENTS. 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. N&B Management provides these administrative services to the Series
under administration agreements. 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 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,
legal and accounting fees, and compensation for trustees who are not affiliated
with BNP-N&B Global or N&B Management, custodial fees for securities.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Trust was organized as a common law trust under the laws of the State
of New York. Under the Declaration of Trust, the Trustees are authorized to
issue beneficial interests in separate subtrusts or "series" of the Trust. The
Trust currently has 6 operating series. AMT International Investments, a new
Series of Managers Trust, is expected to commence investments in the near
future. The Trust reserves the right to create and issue additional series.
Each investor in a Series is entitled to participate equally in the Series'
earnings and assets and to vote in proportion to the amount of its investment in
the Series. Investments in a Series may not be transferred, but an investor may
withdraw all or any portion of its investment at any time at net asset value.
Each investor in a Series is liable for all obligations of the Series, but not
of the other Series. However, because a Series will indemnify each investor
therein with respect to any liability to which the investor may become subject
by reason of being such an investor, the risk of an investor in a Series
incurring financial loss on account of such liability would be limited to
circumstances in
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which the Series had inadequate insurance and was unable to meet its
obligations (including indemnification obligations) out of its assets.
Investments in a Series have no preemptive or conversion rights and are
fully paid and non-assessable, except as set forth below. The Trust is not
required and has no current intention to hold annual meetings of investors, but
the Trust will hold special meetings of investors when in the Trusts' judgment
it is necessary or desirable to submit matters to an investor vote. Changes in
fundamental policies or limitations will be submitted to investors for approval.
Investors have the right to remove one or more Trustees without a meeting by a
declaration in writing by a specified number of investors. Upon liquidation of a
Series, investors will be entitled to share pro rata in the net assets available
for distribution to investors.
Each Series' net asset value is determined each day on which the NYSE is
open for trading (a "Business Day"). This determination is made once during each
Business Day for each Series as of the close of regular trading on the NYSE,
which is usually 4:00 p.m., Eastern time (each a "Valuation Time").
Each investor in a Series may add to or reduce its investment in the Series
on each Business Day. At each Valuation Time, the value of each investor's
beneficial interest in a Series will be determined by multiplying the Series'
net asset value by the percentage, effective for that day, that represents that
investor's share of the aggregate beneficial interests in the Series. Any
additions to or withdrawals of those interests, which are to be effected on that
day, will then be effected. Each investor's share of the aggregate beneficial
interests in the Series then will be recomputed using the percentage equal to
the fraction (1) the numerator of which is the value of the investor's
investment in the Series as of the Valuation Time on that day plus or minus, as
the case may be, the amount of any additions to or withdrawals from such
investment effected on that day and (2) the denominator of which is the Series'
aggregate net asset value as of the Valuation Time on that day plus or minus, as
the case may be, the amount of the net additions to or withdrawals from the
aggregate investments in the Series by all investors. The percentages so
determined then will be applied to determine the value of each investor's
respective interest in the Portfolio as of the Valuation Time on the following
Business Day.
A Series' net income consists of (1) all accrued interest, including earned
discount (both original issue and market discount), dividends, and other income,
including any net realized gains or losses on the Series' assets, less (2) all
actual and accrued expenses of the Series, and amortization of any premium, all
as determined in accordance with generally accepted accounting principles. All
of a Series' net income is allocated pro rata among the investors in the Series.
A Series' net income generally is not distributed to the investors in the
Portfolio, except as determined by the Trustees from time to time, but instead
is included in the value of the investors' respective beneficial interests in
the Series.
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Under the anticipated method of the Series' operations, they will not be
subject to any income tax. However, each investor in a Series will be taxable on
its share (as determined in accordance with the Trust's governing instruments
and the Internal Revenue Code of 1986, as amended ("Code"), and the regulations
promulgated thereunder) of the Series' ordinary income and capital gain. It is
intended that each Series' assets, income and distributions will be managed in
such a way that an investor in the Portfolio will be able to satisfy the
requirements of Subchapter M of the Code and of Section 817 of the Code and the
Regulations thereunder, assuming that the investor invested all of its assets in
the Portfolio. See Part B for a description of rulings received from the
Internal Revenue Service regarding the foregoing and certain other matters.
Inquiries by a holder of an interest in a Series should be directed to such
Series at the following address: 605 Third Avenue, New York, New York,
10158-0006.
ITEM 7. PURCHASE OF SECURITIES.
Beneficial interests in the Series are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
section 4(2) of the 1933 Act. See "General Description of Registrant" above. All
investments in the Series are made without a sales load, at the net asset value
next determined after an order is received by the Series. The net asset value of
each Series is determined on each Business Day as of the Valuation Time.
Each Series calculates its NAV 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
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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.
The Trust reserves the right to cease accepting investments in a Series at
any time or to reject any investment order.
The Trust's placement agent is N&B Management. Its principal business
address is 605 Third Avenue, New York, NY 10158-0006. N&B Management receives no
compensation for serving as the Trust's placement agent.
ITEM 8. REDEMPTION OR REPURCHASE.
An investor in any Series may withdraw all or any portion of its investment
at the net asset value next determined after a withdrawal request in proper form
is furnished by the investor to the Trust. The proceeds of a withdrawal will be
paid by the Series in federal funds normally on the Business Day the withdrawal
is effected, but in any event within seven days.
The right of any investor to receive payment with respect to any withdrawal
may be suspended, or the payment of the withdrawal proceeds postponed, during
any period in which the NYSE is closed (other than weekends or holidays) or
trading on the NYSE is restricted or to the extent otherwise permitted by the
1940 Act.
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ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
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PART B
ITEM 10. COVER PAGE.
Not applicable.
ITEM 11. TABLE OF CONTENTS.
PAGE
----
General Information and History............................... 1
Investment Objectives and Policies............................ 1
Management of the Trust....................................... 41
Investment Advisory and Other Services........................ 45
Brokerage Allocation and Other Practices...................... 53
Capital Stock and Other Securities............................ 54
Purchase, Redemption and Pricing of Securities................ 55
Tax Status.................................................... 56
Underwriters.................................................. 59
Calculations of Performance Data.............................. 60
Financial Statements.......................................... 60
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 10. INVESTMENT OBJECTIVES AND POLICIES,
Part A contains information about the investment objectives and policies
of AMT Balanced Investments, AMT Government Income Investments, AMT Growth
Investments, AMT Limited Maturity Bond Investments, AMT Liquid Asset
Investments, AMT Partners Investments and AMT International Investments (each
a Series), the Series of Advisers Managers Trust (the "Trust"). This Part B
should be read only in conjunction with Part a. This section contains
supplemental information concerning the investment policies and portfolio
strategies that the Series may utilize, the types of securities and other
instruments in which the Series may invest, and certain risks attendant to
those investments, policies, and strategies.
INVESTMENT POLICIES AND LIMITATIONS
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
obligation's characteristics. The most significant of these characteristics
is the source of funds for the payment of principal and
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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 Portfolio's 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
insurance.
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.
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.
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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.
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.
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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 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 issuer's outstanding securities.
Transactions in futures contracts and options shall not constitute selling
securities short.
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(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 1/2 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.
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
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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.
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.
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RATING AGENCIES. As discussed in Part A, each Series may purchase
securities rated by Standard & Poor's Ratings Group ("S&P"), Moody's
Investors Service, Inc. ("Moody's"), 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 Moody's, which are
described below.
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.
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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.
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.
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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.
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.
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
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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
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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.
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)
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the bank or institution 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.
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
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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 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
government's fiscal and monetary policies, and the international balance of
payments.
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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 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
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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 obligations 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 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
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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
established 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 creditworthiness 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
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,
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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-SM- ("CARS-SM-") 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-SM- 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-SM- 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
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of assets 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
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commitment basis and sell a similar security to settle such purchase, thereby
obtaining the benefit of currently higher yields.
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 Portfolio's NAV. AMT Limited Maturity Bond,
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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 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
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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 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
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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 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
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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."
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.
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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. 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
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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.
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
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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.
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.
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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 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.
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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 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
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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 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
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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 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
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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 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
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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 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.
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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 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
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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.
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
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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.
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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
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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. 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 Trust's 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
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disadvantageous circumstances to generate cash, or may be required to borrow,
to satisfy its corresponding Portfolio's distribution requirements.
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
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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).
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
disparity 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
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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 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 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. 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.
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 Programs" and "Description of
Investments" in the Prospectus and "Investment Information" in Item 4 in Part
A and in the "Risks of Fixed Income Securities" and applicable "Additional
Investment Information" sections above. The ratings of S&P and Moody's
represent their opinions as to the quality of securities (including municipal
obligations) and companies they undertake
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to rate. Ratings are not absolute standards of quality; consequently, securities
with the same maturity, coupon, and rating may have different yields. See above
for corporate bond and commercial paper ratings of S&P and Moody's.
ITEM 14. MANAGEMENT OF THE TRUST.
TRUSTEES AND OFFICERS
The following table sets forth information concerning the trustees and
officers of the Trust, 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 (where applicable)
their corresponding portfolios, advised by Neuberger & Berman and N&B
Management.
<TABLE>
<CAPTION>
POSITIONS HELD WITH
NAME, ADDRESS AND AGE(1) THE TRUST PRINCIPAL OCCUPATION(S)(2)
- ------------------------ ------------------- --------------------------
<S> <C> <C>
Stanley Egener* Chairman of the Partner of Neuberger &
Age: 60 Board (Chief Berman; President and
Executive Officer) Director of N&B Management;
and Trustee of the Chairman of the
Trust Board, Chief
Executive Officer,
and Trustee of other
mutual funds for
which N&B Management
acts as investment
adviser, manager, or
administrator.
Faith Colish Trustee of the Trust Attorney at law, Faith
63 Wall Street Colish, A Professional
24th Floor Corporation.
New York, NY 10005
Age: __
Walter G. Ehlers Trustee of the Trust Consultant; Director of
6806 Suffolk Place The Turner Corporation,
Harvey Cedars, NJ 08008 A.B. Chance Company,
Age: __ Crescent Jewelry, Inc.
and The China Medical
Board
Leslie A. Jacobson Trustee of the Trust Counsel to Fried, Frank,
Hickory Kingdom Road Harris, Shriver
Bedford, NY 10506 & Jacobson, attorneys at
Age: 84 law; previously a
partner of that
firm.
Robert M. Porter Trustee of the Trust Retired September, 1991;
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<PAGE>
POSITIONS HELD WITH
NAME, ADDRESS AND AGE(1) THE TRUST PRINCIPAL OCCUPATION(S)(2)
- ------------------------ ------------------- --------------------------
<S> <C> <C>
P.O. Box 33366 Formerly Director of
Kerrville, TX 78029-3366 Customer Relations,
Age: __ Aetna Life & Casualty
Company.
Ruth E. Salzmann Trustee of the Trust Retired; Director of
1556 Pine Street John Deere Insurance
Stevens Point, WI 54481 Group; Actuarial
Age: __ Consultant.
Peter P. Trapp* Trustee of the Trust Consultant; Formerly
777 Ridge Road Vice President, Sentry
Stevens Point, WI 54481 Insurance a Mutual
Age: __ Company, and President
and Chief Operating
Officer, Sentry Investors
Life Insurance Company.
Lawrence Zicklin* President and Partner of Neuberger &
Age: __ Trustee of the Trust Berman; Director of
N&B Management;
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
Age: 55 the Trust N&B 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
Age: 48 Principal Financial and Treasurer of N&B
Officer of the Trust Management since 1992;
prior thereto, Vice
President and Treasurer
of N&B
Management; Vice
President and
Principal Financial
Officer of other
mutual funds for which
N&B
42
<PAGE>
POSITIONS HELD WITH
NAME, ADDRESS AND AGE(1) THE TRUST PRINCIPAL OCCUPATION(S)(2)
- ------------------------ ------------------- --------------------------
<S> <C> <C>
Management acts as
investment
adviser, manager, or
administrator.
Claudia A. Brandon Secretary of the 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
Age: 48 Principal Management since 1993;
Accounting Officer prior thereto,
of the Trust Assistant Vice President
of N&B 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
Age: 32 of the Trust of N&B 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 &
Age: 57 of the Trust Berman since 1992;
employee thereof
since 1971; Assistant
Secretary of
other mutual funds for
which N&B
Management acts as
investment
adviser, manager, or
administrator.
<FN>
_______________________
43
<PAGE>
(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.
</TABLE>
The 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.
COMPENSATION TABLE
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Pension or Total
Aggregate Retirement Estimated Compensation
Compensation Benefits Accrued Annual From Trust and
Name of Person, From As Part of Trust's Benefits Upon Fund Complex
Position Trust Expenses Retirement Paid to Trustees
<S> <C> <C> <C> <C>
Stanley Egener, None None None None
Chairman and
Trustee
Faith Colish, $8,500 None None $39,000
Trustee
44
<PAGE>
(1) (2) (3) (4) (5)
Pension or Total
Aggregate Retirement Estimated Compensation
Compensation Benefits Accrued Annual From Trust and
Name of Person, From As Part of Trust's Benefits Upon Fund Complex
Position Trust Expenses Retirement Paid to Trustees
<S> <C> <C> <C> <C>
Walter G. $8,000 None None $ 8,000
Ehlers,
Trustee
Leslie A. $7,500 None None $37,500
Jacobson,
Trustee
Robert M. $7,500 None None $7,500
Porter,
Trustee
Ruth E. $8,000 None None $8,000
Salzmann,
Trustee
Peter P. Trapp, None None None None
Trustee
Lawrence None None None None
Zicklin,
President
and Trustee
</TABLE>
The Trust is the "master fund" in a "master-feeder fund" structure which
will become effective on May 1, 1995. On that date, it is anticipated that
each Series will become controlled by a corresponding series ("feeder fund")
of Neuberger & Berman Advisers management Trust. Any investor owning more
than 50% of the value of the outstanding interests in a Series may take
actions without the approval of any other investor who invests in the Series.
Neuberger & Berman Advisers Management Trust has informed the Trust that
whenever one of its Portfolios is requested to vote on matters pertaining to
a Series, the Portfolio affected will hold a meeting of its shareholders and
will vote its interest in the Series in proportion to the votes cast by the
Portfolio's shareholders. It is anticipated that other registered investment
companies investing in any Series will follow the same or a similar practice.
The address of Neuberger & Berman Advisers Management Trust is 605 Third
Avenue, 2nd Floor, New York, NY 10158-0006.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
With the exception of AMT International Investments, N&B Management
serves as each Series' investment manager pursuant to a Management Agreement
dated as of May 1, 1995 ("Management Agreement") that was approved by the
holders of the interests in all the Series on .
45
<PAGE>
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' 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 of the 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."
The Management Agreement continues until April 30, 1997 with respect to
each Series, 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 the Trust's
Trustees who are not "interested persons" of N&B Management or the Trust
("Independent Series 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
Trust's Trustees or by a 1940 Act majority vote of the outstanding shares in
that Series. The Management Agreement is terminable with respect to a Series
without penalty on 60 days' written notice either by the Trust or by N&B
Management. The Management Agreement terminates automatically if it is
assigned.
AMT INTERNATIONAL INVESTMENTS
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.
46
<PAGE>
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).
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 approximately $____ 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.
BNP-N&B Global serves as the Series' investment adviser pursuant to an
Investment Advisory Agreement with the Trust, on behalf of the Series, dated
as of May 1, 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' 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 the Trust who are officers, directors, or
employees of N&B Management, pursuant to an Administration Agreement dated
May 1, 1995 ("Series Administration Agreement"). Two officers of N&B
47
<PAGE>
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."
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 the Trust ("Independent Series
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 Series Trustees or by
a 1940 Act majority vote of the outstanding shares in the Series.
The Series Administration Agreement continues as to the Series for a
period of two years after the date the Series became subject thereto. After
the first two years, the Series' Administration Agreement is renewable from
year to year, so long as its continuance is approved at least annually (1) by
the vote of a majority of the 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 Series
Trustees or by a 1940 Act majority vote of the outstanding shares in the
Series. The Investment Advisory Agreement is terminable with respect to the
Series without penalty on 60 days' written notice either by the Trust or by
BNP-N&B Global. The Series Administration Agreement is terminable with
respect to the Series without penalty by N&B Management upon at least 120
days' prior written notice to the Series, and by the Series if authorized by
the Trustees, including a majority of the Independent Trustees, on at least
30 days' written notice to N&B Management. The agreements discussed above
will terminate automatically if they are assigned
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,
48
<PAGE>
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, Milman, 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.
CUSTODIAN
The Custodian of each Series' securities and cash is State Street Bank
and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110.
INDEPENDENT AUDITORS
The Trust has selected Ernst & Young LLP as the independent auditors who
will audit the Portfolios' financial statements. The principal business
address of Ernst & Young is 200 Clarendon Street, Boston, Massachusetts 02116.
LEGAL COUNSEL
The Trust has selected Blazzard, Grodd & Hasenauer, P.C., 943 Post Road
East, Westport, CT 06880, as legal counsel.
SUB-ADVISER
N&B Management retains Neuberger & Berman, L.P., 605 Third Avenue, New
York, NY 10158, as a sub-adviser with respect to each Series except AMT
International Investments pursuant to a Sub-Advisory Agreement dated May 1,
1995. The Sub-Advisory Agreement was authorized by the predecessor
shareholders of Neuberger & Berman Advisers Management Trust on August 25,
1994 and was approved by the holders of the interests in each Series on
__________.
49
<PAGE>
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 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 April 30, 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 Management 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, 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>
APPROXIMATE NET
ASSETS AT
NAME FEBRUARY 28, 1995
- ---- -----------------
<S> <C>
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
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
Approximate Net
Assets at
Name February 28, 1995
- ---- -----------------
<S> <C>
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
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
Approximate Net
Assets at
Name February 28, 1995
- ---- -----------------
<S> <C>
(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.
52
<PAGE>
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 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.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
[ALL SERIES (EXCEPT AMT INTERNATIONAL INVESTMENTS)]
Neuberger & Berman acts as each Series's 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.
53
<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.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
Each investor in a Series is entitled to a vote in proportion to
the amount of its investment therein. Investors in the Series
will all vote together in certain circumstances (e.g., election of the
Trustees and auditors, as required by the 1940 Act and the
rules thereunder). One or more Series could control the outcome of
these votes. Investors do not have cumulative voting rights, and
investors holding more than 50% of the aggregate beneficial interests
in the Trust or in a Series, as the case may be, may control
the outcome of votes. The Trust is not required and has no current
intention to hold annual meetings of investors, but the Trust
will hold special meetings of investors when (1) a majority of the
Trustees determines to do so or (2) a Series request in writing a
meeting of investors in the Trust. No material amendment may be made
to the trust's declaration of Trust without the affirmative
majority vote of investors.
54
<PAGE>
The Trust, with respect to a Series, may enter into a merger or
consolidation, or sell all or substantially all of its assets,
if approved by a 1940 Act majority vote. A Series may be terminated
(1) upon liquidation and distribution of its assets, if approved
by the vote of at least two-thirds of its investors, or (2) by the
Trustees on written notice to the Series' investors.
The Trust is organized as a trust under the laws of the State of
New York. Investors in a Series will be held personally liable
for its obligations and liabilities, subject, however, to
indemnification by the Trust in the event that there is imposed upon
an investor a greater portion of the liabilities and obligations than its
proportionate beneficial interest. The Declaration of Trust
also provides that the Trust shall maintain appropriate insurance (for
example, fidelity bonding and errors and omissions insurance)
for the protection of the Series, investors, Trustees, officers,
employees, and agents covering possible tort and other liabilities.
Thus, the risk of an investor incurring financial loss on account of
such liability is limited to circumstances in which the Series
had inadequate insurance and was unable to meet its obligations out of
its assets.
The Declaration of Trust further provides that obligations of a
Series are not binding upon the trustees individually but only upon the
property of the Series and that the Trustees will not be liable for any
action or failure to act, but nothing in the Declaration of Trust
protects a Trustee against any liability to which he would otherwise
be subject by reason of wilful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his office.
Upon liquidation or dissolution of any Series, the investors
therein would be entitled to share pro rata in its net assets
available for distribution to investors.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES.
Beneficial interests in the Portfolios are issued solely in
private placement transactions that do not involve any "public
offering" within the meaning of section 4(2) of the 1933 Act. See
Items 4, 7 and 8 in Part A.
AMT Liquid Asset Investments relies on rule 2a-7 under the 1940
Act to use the amortized cost method of valuation to stabilize
the purchase and withdrawal price of investors' interests. This method
involves 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. Although reliance on Rule 2a-7 should enable
investors in this Series to maintain a stable $1.00 share price, there
can be no assurance they will be able to do so. An investment
in this Series, as in any investment company, is neither insured nor
guaranteed by the U.S. Government.
55
<PAGE>
Futures contracts are market-to-market daily, and options thereon
are valued at their latest sale price on the applicable
exchange prior to pricing. If, for any such option, there is no sale
on that day prior to pricing, it is valued at its bid price at
that time; except that if N&B Management believes that bid price does
not accurately reflect the option's value at the time of
pricing, it is valued at fair value, as determined in accordance with
procedures approved by the Trustees. all other securities and
assets, including illiquid securities, are valued in good faith in a
manner designed to reflect their fair value, in accordance with
procedures approved by the Trustees.
ITEM 20. TAX STATUS.
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 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 Neuberger & Berman
Advisers Management 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.
Distributions to an investor from a Series (whether pursuant to a
partial or complete withdrawal or otherwise) will not result
in the investor'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 investor'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 investor'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 Series. An investors basis for its interest
in a Series generally will equal the amount of cash and the
basis of any property it invests in the Series, increased by the
investor'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 investor and (b) the investor's share of the
Series' losses.
Because the ruling from the Service provides, as noted above,
that each investor in a subject Series will be deemed to own a
proportionate share of the Series' assets and income for purposes of
determining whether the investor satisfies the requirements to
56
<PAGE>
qualify for treatment as a regulated investment company ("RIC").
Accordingly, each Series intends to conduct its operations so that
its investors will be able to satisfy all those requirements.
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 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.
57
<PAGE>
Pursuant to proposed regulations, open-end RICs 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.
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 bond's principal amount
58
<PAGE>
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 bond's 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 bond's 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, investment
companies that invest in that Series (each a "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 Fund annually must
distribute 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 Fund's (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 Fund's 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.
ITEM 21. UNDERWRITERS.
N&B Management, 605 Third Avenue, New York, NY 10158-0006, a New
York corporation that is the Series' investment manager
(except for AMT International Investments) will serve as the Trust's
placement agent. N&B Management will receive no compensation
for such placement agent services.
59
<PAGE>
ITEM 22. CALCULATIONS OF PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
Not applicable.
60
<PAGE>
PART C
<PAGE>
ADVISERS MANAGERS TRUST
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: Not Applicable.
(b) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------
(1)(a) Amended and Restated Declaration of Trust of Advisers
Managers Trust. (To be filed by Amendment).
(b) Schedule A - Current Series of Advisers Managers Trust.
(To be filed by Amendment).
(2) Bylaws of Advisers Managers Trust.
(To be filed by Amendment).
(2) Voting Trust Agreement. None.
(3) Voting Trust Agreement. None.
(4) Specimen Share Certificate. None.
(5)(a) (i) Form of Management Agreement Between Advisers
Managers Trust and Neuberger & Berman Management
Incorporated. Incorporated by reference to
Post-Effective Amendment No. 16 to the Registration
Statement of Neuberger & Berman Advisers Manag-
ment Trust, File Nos. 2-88566 and 811-4255.
(ii) Schedule A - Series of Advisers Managers Trust
Currently Subject to the management Agreement.
Incorporated by reference to Post-Effective Amendment
No. 16 to the Registration Statement of Neuberger &
Berman Advisers Management Trust, File Nos.
2-88566 and 811-4255.
(iii) Schedule B - Schedule of Compensation Under the
<PAGE>
Part C - Other Information
Page 2
Management Agreement. Incorporated by
reference to Post-Effective Amendment No. 16 to
the Registration Statement of Neuberger & Berman
Advisers Management Trust, File Nos. 2-88566
and 811-4255.
(b) Form of Investment Advisory Agreement Between Advisers
Managers Trust and BNP-N&B Global Asset Management,
L.P. Incorporated by reference to Post-Effective Amendment
No. 18 to the Registration Statement of Neuberger & Berman
Advisers Management Trust, File Nos. 2-88566 and 811-4255.
(c) (i) Form of Sub-Advisory Agreement Between Neuberger &
Berman Management Incorporated and Neuberger &
Berman, L.P. with Respect to Advisers Managers Trust.
Incorporated by reference to Post-Effective Amendment
No. 16 to the Registration Statement of Neuberger &
Berman Advisers Management Trust, File Nos. 2-88566
and 811-4255.
(ii) Schedule A - Series of Advisers Managers Trust
Currently Subject to the Sub-Advisory Agreement.
Incorporated by Reference to Post-Effective Amendment
No. 16 to the Registration Statement of Neuberger &
Berman Advisers Management Trust, File Nos. 2-88566
and 811-4255.
(6) Distribution Agreement. None.
(7) Bonus, Profit Sharing or Pension Plans. None.
(8) Custodian Contract Between Advisers Managers Trust
and State Street Bank and Trust Company.
(To be filed by Amendment)
(9) Form of Transfer Agency Agreement Between Advisers
Managers Trust and State Street Bank and Trust
Company. (To be filed by Amendment)
(10) Opinion and Consent of Counsel on Securities Matters.
None.
<PAGE>
Part C - Other Information
Page 3
(11) Opinions, Appraisals, Rulings and Consents: Consent of
Independent Auditors. None.
(12) Financial Statements Omitted from Prospectus.
None.
(13) Letter of Investment Intent. None.
(14) Prototype Retirement Plan. None.
(15) Plan pursuant to Rule 12b-1. None.
(16) Schedule of Computation of Performance
Quotations. None.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
No person is controlled by or under common control with the
Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
Not Applicable.
ITEM 27. INDEMNIFICATION
A New York trust may provide in its governing instrument for
indemnification of its officers and trustees from and against all claims and
demands whatsoever. Article V, Section 5.4 of the Declaration of Trust
provides that the Registrant shall indemnify, to the fullest extent permitted
by law (including the Investment Company Act of 1940, as amended (the "1940
Act")), each trustee, officer, employee, agent or independent contractor
(except in the case of an agent or independent contractor to the extent
expressly provided by written contract) of the Registrant (including any
individual, corporation, partnership, trust, association, joint venture or
other entities, whether or not legal entities, and governments and agencies
and political subdivision thereof ("Person"), who serves at the Registrant's
request as a director, officer or trustee of another organization in which
the Registrant has any interest as a shareholder, creditor or otherwise)
against all liabilities and expenses (including amounts paid in satisfaction
of judgments, in compromise, as fines and penalties, and as counsel fees)
reasonably incurred by such Person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, in which such Person may be involved or with which such Person may
be threatened, while in office or thereafter, by reason of such Person being
or having been such a trustee, officer, employee, agent or independent
<PAGE>
Part C - Other Information
Page 4
contractor, except with respect to any matter as to which such Person shall
have been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence or reckless disregard of such person's duties, such liabilities
and expenses being liabilities only of the series out of which such claim for
indemnification arises; provided, however, that as to any matter disposed of
by a compromise payment by such Person, pursuant to a consent decree or
otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's
office: (i) by the court or other body approving the settlement or other
disposition; or (ii) based upon a review of readily available facts (as
opposed to a full trial-type inquiry), by written opinion from independent
legal counsel approved by the trustees; or (iii) by a majority of the
trustees who are neither "interested persons" (as defined in the 1940 Act) of
the Registrant nor parties to the matter, based upon a review of readily
available facts (as opposed to a full trial-type inquiry). The rights
accruing to any Person under these provisions shall not exclude any other
right to which such Person may be lawfully entitled; provided that no Person
may satisfy any right of indemnity or reimbursement granted in the
Registrant's Declaration of Trust or to which such Person may be otherwise
entitled except out of the trust Property (as defined in the Declaration of
Trust). The rights of indemnification provided herein may be insured against
by policies maintained by the Registrant. The trustees may make advance
payments in connection with this indemnification, provided that the
indemnified Person shall have given a written undertaking to reimburse the
Registrant in the event it is subsequently determined that such Person is
not entitled to such indemnification, and provided further that either: (i)
such Person shall have provided appropriate security for such undertaking; or
(ii) the Registrant is insured against losses arising out of any such advance
payments; or (iii) either a majority of the trustees who are neither
"interested persons" (as defined in the 1940 Act) of the Registrant nor
parties to the matter, or independent legal counsel in a written opinion,
shall have determined, based upon a review of readily available facts (as
opposed to a trial-type inquiry or full investigation), that there is reason
to believe that such Person will not be disqualified from indemnification.
Pursuant to Article V, Section 5.1 of the Registrant's Declaration of
Trust, each holder of an interest in a series of the Registrant shall be
jointly and severally liable with every other holder of an interest in that
series (with rights of contribution INTER SE in proportion to their
respective interests in the series) for the liabilities and obligations of
that series (and of no other series) in the event that the Registrant fails
to satisfy such liabilities and obligations from the assets of that series;
provided, however, that, to the extent assets of that series are available,
the Registrant shall indemnify and hold each holder harmless from and against
any claim or liability to which such holder may become subject by reason of
being or having been a holder of an interest in that series to the extent
that such claim or liability imposes on the Holder an obligation or liability
which, when compared to the
<PAGE>
Part C - Other Information
Page 5
obligations and liabilities imposed on other holders of interests in that
series, is greater than such holder's interest (proportionate share), and
shall reimburse such holder for all legal and other expenses reasonably
incurred by such holder in connection with any such claim or liability.
The rights accruing to a holder under the Registrant's Declaration of Trust
shall not exclude any other right to which such holder may be lawfully
entitled, nor shall anything contained herein restrict the right of the
Registrant to indemnify or reimburse a holder in any appropriate situation
even though not specifically provided herein. Notwithstanding the
indemnification procedure described above, it is intended that each holder of
an interest in a series shall remain jointly and severally liable to the
creditors of that series as a legal matter. The liabilities of a particular
series and the right to indemnification granted hereunder to holders of
interests in such series shall not be enforceable against any other series or
holders of interests in any other series.
Section 9 of the Management Agreement between the Registrant 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 the series of the Registrant at the
direction or request of N&B Management in connection with N&B Management's
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 the Registrant or any series thereof or its 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
Management's duties, or by reason of N&B Management's reckless disregard of
its obligations and 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 the Registrant against any liability to the Registrant or any
series thereof or its 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 person's office with
the Registrant.
Section 9 of the Investment Advisory Agreement between the Registrant
and BNP-N&B Global Asset Management L.P. ("BNP-N&B Global") provides that
neither BNP-N&B Global nor any committee member, officer or employee of N&B
Management performing services for the series of the Registrant at the
direction or request of BNP-N&B Global in connection with BNP-N&B Global's
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 BNP-N&B Global
against any liability to the Registrant or any series thereof or its holders
to which BNP-N&B Global would otherwise be subject by reason of willful
misfeasance, bad faith, or gross
<PAGE>
Part C - Other Information
Page 6
negligence in the performance of BNP-N&B Global's duties, or by reason of
BNP-N&B Global's reckless disregard of its obligations and duties under the
Agreement, or (ii) to constitute a waiver by the Registrant or a Series of
its respective rights under applicable securities laws, or (iii) to protect
any committee member, officer or employee of BNP-N&B Global who is or was a
Trustee or officer of the Registrant against any liability to the Registrant
or any series thereof or its 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 person's
office with the Registrant.
Section 1 of the Sub-Advisory Agreement between the Registrant 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 the Registrant or its security
holders in connection with the matters to which the Agreement relates.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended ("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 1933 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>
Part C - Other Information
Page 7
<TABLE>
<CAPTION>
NAME BUSINESS AND OTHER CONNECTIONS
------------------------------- --------------------------------------------------------
<S> <C>
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,
<PAGE>
Part C - Other Information
Page 8
NAME BUSINESS AND OTHER CONNECTIONS
------------------------------- --------------------------------------------------------
<S> <C>
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
<PAGE>
Part C - Other Information
Page 9
NAME BUSINESS AND OTHER CONNECTIONS
------------------------------- --------------------------------------------------------
<S> <C>
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
<PAGE>
Part C - Other Information
Page 10
NAME BUSINESS AND OTHER CONNECTIONS
------------------------------- --------------------------------------------------------
<S> <C>
& 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.
<PAGE>
Part C - Other Information
Page 11
NAME BUSINESS AND OTHER CONNECTIONS
------------------------------- --------------------------------------------------------
<S> <C>
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
<PAGE>
Part C - Other Information
Page 12
NAME BUSINESS AND OTHER CONNECTIONS
------------------------------- --------------------------------------------------------
<S> <C>
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,
<PAGE>
Part C - Other Information
Page 13
NAME BUSINESS AND OTHER CONNECTIONS
------------------------------- --------------------------------------------------------
<S> <C>
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.
<PAGE>
Part C - Other Information
Page 14
<FN>
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.
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS
Not Applicable.
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 Registrant's Trust Instrument and Bylaws,
minutes of meetings of the Registrant's Trustees and shareholders and the
Registrant's 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 Investment Company Act of 1940, the
Registrant has duly caused this Registration Statement on Form N-1A 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 27th day of April, 1995.
ADVISERS MANAGERS TRUST
By: /S/ STANLEY EGENER
-------------------------------
Stanley Egener
Chairman of the Board
<PAGE>
ADVISERS MANAGERS TRUST
REGISTRATION STATEMENT ON FORM N-1A
INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
------- ------------------------ -------------
(1)(a) Amended and Restated Declaration of Trust of Advisers
Managers Trust. (To be filed by amendment).
(b) Schedule A - Current Series of Advisers Managers Trust.
(To be filed by amendment).
(2) Bylaws of Advisers Managers Trust. (To be filed by amendment).
(2) Voting Trust Agreement. None.
(3) Voting Trust Agreement. None.
(4) Specimen Share Certificate. None.
(5)(a) (i) Form of Management Agreement Between Advisers
Managers Trust and Neuberger & Berman Management
Incorporated. Incorporated by reference to Post-
Effective Amendment No. 16 to the Registration
Statement of Neuberger & Berman Advisers Manag-
ment Trust, File Nos. 2-88566 and 811-4255.
(ii)Schedule A - Series of Advisers Managers Trust
Currently Subject to the Management Agreement.
Incorporated by reference to Post-Effective Amendment
No. 16 to the Registration Statement of Neuberger &
Berman Advisers Management Trust, File Nos.
2-88566 and 811-4255.
(iii)Schedule B - Schedule of Compensation Under the
Management Agreement. Incorporated by reference to
the Registration Statement of Neuberger & Berman
Advisers Management Trust, File Nos. 2-88566 and
<PAGE>
811-4255.
(b) Form of Investment Advisory Agreement Between Advisers
Managers Trust and BNP-N&B Global Asset Management,
L.P. Incorporated by reference to Post-Effective Amendment
No. 18 to the Registration Statement of Neuberger & Berman
Advisers Management Trust, File Nos. 2-88566
and 811-4255.
(c) (i) Form of Sub-Advisory Agreement Between Neuberger &
Berman Management Incorporated and Neuberger &
Berman, L.P. with Respect to Advisers Managers Trust.
Incorporated by reference to Post-Effective Amendment
No. 16 to the Registration Statement of Neuberger &
Berman Advisers Management Trust, File Nos. 2-88566
and 811-4255.
(ii)Schedule A - Series of Advisers Managers Trust
Currently Subject to the Sub-Advisory Agreement.
Incorporated by Reference to Post-Effective Amendment
No. 16 to the Registration Statement of Neuberger &
Berman Advisers Management Trust, File Nos. 2-88566
and 811-4255.
(6) Distribution Agreement. None.
(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) Form of Transfer Agency Agreement Between Income
Managers Trust and State Street Bank and Trust Company.
(To be filed by Amendment)
(10) Opinion and Consent of Counsel on Securities Matters.
None.
(11) Opinions, Appraisals, Rulings and Consents: Consent of
Independent Auditors. None.
(12) Financial Statements Omitted from Prospectus. None.
<PAGE>
(13) Letter of Investment Intent. None.
(14) Prototype Retirement Plan. None.
(15) Plan pursuant to Rule 12b-1. None.
(16) Schedule of Computation of Performance
Quotations. None.
