As filed with the Securities and Exchange Commission on April 8, 1997
Registration No. 2-88566
Investment Company Act File No. 811-4255
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 23 |X|
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 23 |X|
(Check appropriate box or boxes)
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST1
(Exact Name of Registrant as Specified in Charter)
605 Third Avenue, 2nd Floor, New York, New York 10158-0006
(Address of Principal Executive Offices)
Registrant's Telephone Number: (212) 476-8800
Lawrence Zicklin
c/o Neuberger&Berman Management Incorporated
605 Third Avenue, 2nd Floor
New York, New York 10158-0006
(Name and Address of Agent for Service)
Copies to:
Jeffrey S. Puretz, Esq.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
It is proposed that this filing will become effective (check appropriate box)
[ ] Immediately upon filing pursuant to [ X] on May 1, 1997 pursuant
paragraph (b) to paragraph (b)
[ ] 60 days after filing pursuant to [ ] on _________ pursuant to
paragraph (a)(1), or paragraph (a)(1)
[ ] 75 days after filing pursuant to [ ] on ___________ pursuant to
paragraph (a)(2) or paragraph (a)(2) of Rule 485
[X] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
* Registrant has elected to register an indefinite number of shares of
all series under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940. Registrant has filed the
notice required by Rule 24f-2 with respect to its fiscal year ended
December 31, 1996, on February 21, 1997.
1 Registrant is a "master/feeder fund." This Post-Effective Amendment
No. 23 includes a signature page for the master fund, Advisers Managers
Trust.
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
This Post-Effective Amendment No. 23 to the Registration Statement
of Neuberger&Berman Advisers Management Trust (the "Registrant") is being filed
for the purpose of delaying the effectiveness of Post-Effective Amendment No.
22, which was filed pursuant to Rule 485(b) on March 28, 1997, and to file
certain exhibits as set forth in Part C hereto. Accordingly, Post-Effective
Amendment No. 22 is incorporated in its entirety into this filing.
The incorporated materials relate to the Balanced Portfolio, Government
Income Portfolio, Growth Portfolio, International Portfolio, Limited Maturity
Bond Portfolio, Liquid Asset Portfolio and Partners Portfolio (collectively, the
"Portfolios"), each of which is a separate series of the Registrant.
I. Joint Prospectus of Registrant
Form N-1A Part A Item Prospectus Caption
1. Cover page.................. Cover Page
2. Synopsis.................... Expense Information
3. Condensed Financial
Information................. Financial Highlights;
Performance Information
4. General Description of
Registrant.................. Investment Programs;
Information Regarding
Organization,
Capitalization, and Other
Matters
5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders
6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status
7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares
8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters
9. Pending Legal Proceedings... Inapplicable
<PAGE>
II. Prospectus for Registrant's Balanced Portfolio
Form N-1A Part A Item Prospectus Caption
1. Cover page.................. Cover Page
2. Synopsis.................... Inapplicable
3. Condensed Financial
Information................. Financial Highlights;
Performance Information
4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters
5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders
6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status
7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares
8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters
9. Pending Legal Proceedings... Inapplicable
III. Prospectus for Registrant's Balanced Portfolio
(Qualified Plans)
Form N-1A Part A Item Prospectus Caption
1. Cover page.................. Cover Page
2. Synopsis.................... Expense Information
3. Condensed Financial
<PAGE>
Information................. Financial Highlights;
Performance Information
4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters
5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders
6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status
7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares; Appendix B - How
to Buy Shares
8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters; Appendix B - How
to Sell Shares
9. Pending Legal Proceedings... Inapplicable
IV. Prospectus for Registrant's Government Income Portfolio
Form N-1A Part A Item Prospectus Caption
1. Cover page.................. Cover Page
2. Synopsis.................... Inapplicable
3. Condensed Financial
Information................. Financial Highlights;
Performance Information
4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
<PAGE>
Capitalization, and Other
Matters
5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders
6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status
7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares
8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters
9. Pending Legal Proceedings... Inapplicable
V. Prospectus for Registrant's Growth Portfolio
Form N-1A Part A Item Prospectus Caption
1. Cover page.................. Cover Page
2. Synopsis.................... Inapplicable
3. Condensed Financial
Information................. Financial Highlights;
Performance Information
4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters
5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders
<PAGE>
6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status
7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares
8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters
9. Pending Legal Proceedings... Inapplicable
VI. Prospectus for Registrant's International Portfolio
Form N-1A Part A Item Prospectus Caption
1. Cover page.................. Cover Page
2. Synopsis.................... Inapplicable
3. Condensed Financial
Information................. Financial Highlights;
Performance Information
4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters
5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ Inapplicable
6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status
7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares
8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters
<PAGE>
9. Pending Legal Proceedings... Inapplicable
VII. Prospectus for Registrant's Limited Maturity Bond
Portfolio
Form N-1A Part A Item Prospectus Caption
1. Cover page.................. Cover Page
2. Synopsis.................... Inapplicable
3. Condensed Financial
Information................. Financial Highlights;
Performance Information
4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters
5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders
6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status
7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares
8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters
9. Pending Legal Proceedings... Inapplicable
VIII. Prospectus for Registrant's Liquid Asset Portfolio
Form N-1A Part A Item Prospectus Caption
1. Cover page.................. Cover Page
<PAGE>
2. Synopsis.................... Inapplicable
3. Condensed Financial
Information................. Financial Highlights;
Performance Information
4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters
5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders
6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status
7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares
8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters
9. Pending Legal Proceedings... Inapplicable
IX. Prospectus for Registrant's Partners Portfolio
Form N-1A Part A Item Prospectus Caption
1. Cover page.................. Cover Page
2. Synopsis.................... Inapplicable
3. Condensed Financial
Information................. Financial Highlights;
Performance Information
4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
<PAGE>
Capitalization, and Other
Matters
. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders
6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status
7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares
8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters
9. Pending Legal Proceedings... Inapplicable
Part B
X. Joint Statement of Additional Information
Statement of Additional
Form N-1A Part B Item Information Caption
10. Cover Page.................. Cover Page
11. Table of Contents.......... Table of Contents
12. General Information and
History..................... Information Regarding
Organization,
Capitalization and Other
Matters (Part A);
Investment Information
13. Investment Objectives and
Policies.................... Investment Information
14. Management of the Fund...... Trustees and Officers;
Investment Management,
Advisory and
Administration Services
<PAGE>
15. Control Persons and Principal
Holders of Securities....... Control Persons and
Principal Holders of
Securities
16. Investment Advisory and other
Services.................... Investment Management,
Advisory and
Administration Services;
Distribution
Arrangements; Reports to
Shareholders; Custodian;
Independent Auditors
17. Brokerage Allocation........ Portfolio Transactions
18. Capital Stock and other
Securities.................. Information Regarding
Organization,
Capitalization, and Other
Matters (Part A)
19. Purchase, Redemption and
Pricing of Securities
Being Offered............... Share Prices and Net
Asset Value (in Part A);
Distribution Arrangements;
Additional Redemption
Information
20. Tax Status.................. Dividends, Other
Distributions and Tax
Status (Part A);
Additional Tax
Information
21. Underwriters................ Distribution Arrangements
22. Calculation of Performance
Data........................ Performance Information
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.
<PAGE>
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
POST-EFFECTIVE AMENDMENT NO. 23 ON FORM N-1A
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
The audited financial statements, notes to the audited
financial statements, and reports of the independent auditors contained in the
annual reports to shareholders of the Registrant for the fiscal year ended
December 31, 1996 for Neuberger&Berman Advisers Management Trust (with respect
to each of the Balanced Portfolio, Government Income Portfolio, Growth
Portfolio, Limited Maturity Bond Portfolio, Liquid Asset Portfolio and Partners
Portfolio), and for Advisers Managers Trust (with respect to each of AMT
Balanced Investments, AMT Government Income Investments, AMT Growth Investments,
AMT Limited Maturity Bond Investments, AMT Liquid Asset Investments and AMT
Partners Investments) are incorporated into the Statement of Additional
Information by reference.
Included in Part A of this Post-Effective Amendment:
FINANCIAL HIGHLIGHTS for each of the Balanced
Portfolio, Government Income Portfolio, Growth Portfolio, Limited
Maturity Bond Portfolio, Liquid Asset Portfolio and Partners
Portfolio of Neuberger&Berman Advisers Management Trust, for the
periods indicated therein.
(b) Exhibits:
Exhibit
Number Description
(1) (a) Certificate of Trust of Registrant. Incorporated
by reference to Registrant's Post-Effective
Amendment No. 22 to Registrant's Registration
Statement, Nos. 2-88566 and 811-4255.
(b) Trust Instrument of Registrant. Incorporated
by reference to Registrant's Post-Effective
Amendment No. 22 to Registrant's Registration
Statement,File Nos. 2-88566 and 811-4255.
(c) Schedule A to Trust Instrument of Registrant
designating Series of Registrant. Incorporated
by reference to Registrant's Post-Effective
Amendment No. 22 to Registrant's Registration
Statement, File Nos. 2-88566 and 811-4255.
(2) By-laws of Registrant. Incorporated by reference
to Registrant's Post-Effective Amendment No. 22
to Registrant's Registration Statement, File
Nos. 2-88566 and 811-4255.
(3) Voting Trust Agreement. None.
(4) (a) Trust Instrument of Registrant, Articles IV,
V and VI. Incorporated by reference to
Registrant's Post-Effective Amendment No. 22 to
Registrant's Registration Statement, File Nos.
2-88566 and 811-4255.
(b) By-laws of Registrant, Articles V, VI and
VIII. Incorporated by reference to Registrant's
Post-Effective Amendment No. 22 to Registrant's
Registration Statement, File Nos. 2-88566 and
811-4255.
<PAGE>
PART C - Other Information
Page 2
(5) (a) Management Agreement Between Advisers
Managers Trust and Neuberger&Berman
Management Incorporated. Incorporated by
reference to Registrant's Post-Effective
Amendment No. 22 to Registrant's Registration
Statement, File Nos. 2-88566 and 811-4255.
(b) Sub-Advisory Agreement Between
Neuberger&Berman Management Incorporated and
Neuberger&Berman with Respect to Advisers
Managers Trust. Incorporated by reference to
Registrant's Post-Effective Amendment No. 22 to
Registrant's Registration Statement, File Nos.
2-88566 and 811-4255.
(c) Substitution Agreement among Neuberger&Berman
Management Inc., Advisers Managers Trust,
Neuberger&Berman, L.P. and Neuberger&Berman,
LLC. Incorporated by reference to Registrant's
Post-Effective Amendment No. 22 to Registrant's
Registration Statement, File Nos. 2-88566 and
811-4255.
(6) Distribution Agreement Between Registrant and
Neuberger&Berman Management Incorporated.
Incorporated by reference to Registrant's
Post-Effective Amendment No. 22 to Registrant's
Registration Statement, File Nos. 2-88566 and
811-4255.
(7) Bonus, Profit Sharing or Pension Plans. None.
(8) (a) Custodian Contract Between Registrant and
State Street Bank and Trust Company.
Incorporated by reference to Post-Effective
Amendment No. 20 to Registrant's Registration
Statement, File Nos. 2-88566 and 811-4255.
(b) Letter Agreement adding the International
Portfolio of Registrant to the Custodian
Contract. Incorporated by reference to
Registrant's Post-Effective Amendment No. 22
to Registrant's Registration Statement, File
Nos. 2-88566 and 811-4255.
(c) Schedule A to Custodian Contract designating
approved foreign banking institutions and
securities depositories.*
(d) Custodian Fee Schedule.*
(9) (a) Transfer Agency Agreement Between Registrant
and State Street Bank and Trust Company.
Incorporated by reference to Post-Effective
Amendment No. 20 to Registrant's Registration
Statement, File Nos. 2-88566 and 811-4255.
(b) Administration Agreement Between Registrant
and Neuberger&Berman Management Incorporated.
Incorporated by reference to Registrant's
Post-Effective Amendment No. 22 to Registrant's
Registration Statement, File Nos. 2-88566 and
811-4255.
(c) Form of Fund Participation Agreement.
Incorporated by reference to Registrant's
Post-Effective Amendment No. 22 to
Registrant's Registration Statement, File
Nos. 2-88566 and 811-4255.
(d) Letter Agreement adding the International
Portfolio of Registrant to the Transfer
Agency Agreement. Incorporated by reference to
Registrant's Post-Effective Amendment No. 22
to Registrant's Registration Statement, File
Nos. 2-88566 and 811-4255.
(e) Reimbursement Agreement between Registrant,
on behalf of the International Portfolio, and
Neuberger&Berman Management Inc. Incorporated
by reference to Registrant's Post-Effective
Amendment No. 22 to Registrant's Registration
Statement, File Nos. 2-88566 and 811-4255.
(10) (a) Consent of Dechert Price & Rhoads. None
<PAGE>
PART C - Other Information
Page 3
(b) Opinion of Dechert Price & Rhoads.
Incorporated by reference to Registrant's
Rule 24f-2 Notice for the fiscal year ended
December 31, 1996, File No. 2-88566.
(11) (a) Consent of Independent Auditors. None.
(b) Powers of Attorney.*
(12) Financial Statements Omitted from Prospectus.
None.
(13) Letter of Investment Intent. None.
(14) Prototype Retirement Plan. None.
(15) Distribution Plan Pursuant to Rule 12b-1.
Incorporated by reference to Registrant's
Post-Effective Amendment No. 22 to Registrant's
Registration Statement, File Nos. 2-88566 and
811-4255.
(16) Schedule of Computation of Performance
Quotations.*
(17) Financial Data Schedules. Incorporated by
reference to Registrant's Post-Effective
Amendment No. 22 to Registrant's Registration
Statement, File Nos. 2-88566 and 811-4255.
* Filed herewith.
Item 25. Persons Controlled By or Under Common Control with
Registrant
As of March 10, 1997, separate accounts of Nationwide Life Insurance
Company owned approximately 38.080% of the outstanding shares of the Balanced
Portfolio of the Registrant, 69.545% of the outstanding shares of the Growth
Portfolio of the Registrant, 81.265% of the outstanding shares of the Limited
Maturity Bond Portfolio of the Registrant, and 52.131% of the outstanding shares
of the Partners Portfolio of the Registrant; separate accounts of Hartford Life
Insurance Company owned approximately 78.916% of the outstanding shares of the
Liquid Asset Portfolio of the Registrant; separate accounts of American Skandia
Insurance Company and Skandia Life Assurance Company owned approximately 42.756%
of the outstanding shares of the Partners Portfolio of the Registrant; and
separate accounts of Security Life of Denver owned approximately 97.288% of the
outstanding shares of the Government Income Portfolio of the Registrant.
These insurance companies are required to vote Portfolio shares in
accordance with instructions received from owners of variable life insurance and
variable annuity contracts funded by separate accounts with respect to separate
accounts of these insurance companies that are registered with the Securities
and
<PAGE>
PART C - Other Information
Page 4
Exchange Commission as unit investment trusts.
Registrant is organized in a master/feeder fund structure, and
technically may be considered to control the master fund in which it invests,
Advisers Managers Trust.
Item 26. Number of Holders of Securities
As of February 10, 1997, the number of record holders of the Portfolios
of the Registrant was as follows:
Title of Class Number of Record Holders
Balanced Portfolio 31
Growth Portfolio 19
Liquid Assets Portfolio 5
Limited Maturity Bond Portfolio 27
Partners Portfolio 18
Government Income Portfolio 3
As of February 10, 1997, the International Portfolio had not yet
commenced investment operations.
Item 27. Indemnification
A Delaware business trust may provide in its governing
instrument for indemnification of its officers and trustees from and against any
and all claims and demands whatsoever. Article IX, Section 2 of the Trust
Instrument provides that the Registrant shall indemnify any present or former
trustee, officer, employee or agent of the Registrant ("Covered Person") to the
fullest extent permitted by law against liability and all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or proceeding
("Action") in which he becomes involved as a party or otherwise by virtue of his
being or having been a Covered Person and against amounts paid or incurred by
him in settlement thereof. Indemnification will not be provided to a person
adjudged by a court or other body to be liable to the Registrant or its
shareholders by reason of "willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office"
("Disabling Conduct"), or not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Registrant. In the event
of a settlement, no indemnification may be provided unless there has been a
determination that the
<PAGE>
PART C - Other Information
Page 5
officer or trustee did not engage in Disabling Conduct (i) by the court or other
body approving the settlement; (ii) by at least a majority of those trustees who
are neither interested persons, as that term is defined in the Investment
Company Act of 1940, of the Registrant ("Independent Trustees"), nor are parties
to the matter based upon a review of readily available facts; or (iii) by
written opinion of independent legal counsel based upon a review of readily
available facts.
Pursuant to Article IX, Section 3 of the Trust Instrument, if
any present or former shareholder of any series ("Series") of the Registrant
shall be held personally liable solely by reason of his being or having been a
shareholder and not because of his acts or omissions or for some other reason,
the present or former shareholder (or his heirs, executors, administrators or
other legal representatives or in the case of any entity, its general successor)
shall be entitled out of the assets belonging to the applicable Series to be
held harmless from and indemnified against all loss and expense arising from
such liability. The Registrant, on behalf of the affected Series, shall, upon
request by such shareholder, assume the defense of any claim made against such
shareholder for any act or obligation of the Series and satisfy any judgment
thereon from the assets of the Series.
Section 9 of the Management Agreement between Advisers
Managers Trust and Neuberger&Berman Management Incorporated ("N&B Management")
provides that neither N&B Management nor any director, officer or employee of
N&B Management performing services for any Series of Advisers Managers Trust
(each a "Portfolio") at the direction or request of N&B Management in connection
with N&B 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 Advisers Managers Trust or a Series of Advisers
Managers Trust or its interest holders to which N&B Management would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of N&B 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 Advisers Managers Trust against any liability to Advisers
Managers Trust or a Series or its interest holders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with Advisers Managers Trust.
<PAGE>
PART C - Other Information
Page 6
Section 1 of the Sub-Advisory Agreement between Advisers
Managers Trust and Neuberger&Berman, LLC ("Sub-Adviser") provides that in the
absence of willful misfeasance, bad faith or gross negligence in the performance
of its duties, or of reckless disregard of its duties and obligations under the
Agreement, the Sub-Adviser will not be subject to liability for any act or
omission or any loss suffered by any Series of Advisers Managers Trust or its
interest holders in connection with the matters to which the Agreement relates.
Section 9.1 of the Administration Agreement between the
Registrant and N&B Management provides that N&B Management will not be liable to
the Registrant for any action taken or omitted to be taken by N&B Management in
good faith and with due care in accordance with such instructions, or with the
advice or opinion, of legal counsel for a Portfolio of the Trust or for the
Administrator in respect of any matter arising in connection with the
Administration Agreement. N&B Management shall be protected in acting upon any
such instructions, advice or opinion and upon any other paper or document
delivered by a Portfolio or such legal counsel which N&B Management believes to
be genuine and to have been signed by the proper person or persons, and N&B
Management shall not be held to have notice of any change of status or authority
of any officer or representative of the Trust, until receipt of written notice
thereof from the Portfolio. Section 12 of the Administration Agreement provides
that each Portfolio of the Registrant shall indemnify N&B Management and hold it
harmless from and against any and all losses, damages and expenses, including
reasonable attorneys' fees and expenses, incurred by N&B Management that result
from: (i) any claim, action, suit or proceeding in connection with N&B
Management's entry into or performance of the Agreement with respect to such
Portfolio; or (ii) any action taken or omission to act committed by N&B
Management in the performance of its obligations under the Agreement with
respect to such Portfolio; or (iii) any action of N&B Management upon
instructions believed in good faith by it to have been executed by a duly
authorized officer or representative of the Trust with respect to such
Portfolio; provided, that N&B Management will not be entitled to such
indemnification in respect of actions or omissions constituting negligence or
misconduct on the part of N&B Management, or its employees, agents or
contractors. Amounts payable by the Registrant under this provision shall be
payable solely out of assets belonging to that Portfolio, and not from assets
belonging to any other Portfolio of the Registrant. Section 13 of the
Administration Agreement provides that N&B Management will indemnify each
Portfolio of the Registrant and hold it harmless from and against any and all
losses, damages and expenses, including reasonable attorneys' fees and expenses,
incurred by such Portfolio of the Registrant that result from:
<PAGE>
PART C - Other Information
Page 7
(i) N&B Management's failure to comply with the terms of the Agreement; or (ii)
N&B Management's lack of good faith in performing its obligations under the
Agreement; or (iii) the negligence or misconduct of N&B Management, or its
employees, agents or contractors in connection with the Agreement. A Portfolio
of the Registrant shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or misconduct on the part of that
Portfolio or its employees, agents or contractors other than N&B Management,
unless such negligence or misconduct results from or is accompanied by
negligence or misconduct on the part of N&B Management, any affiliated person of
N&B Management, or any affiliated person of an affiliated person of N&B
Management.
Section 11 of the Distribution Agreement between the
Registrant and N&B Management provides that N&B Management shall look only to
the assets of a Portfolio for the Registrant's performance of the Agreement by
the Registrant on behalf of such Portfolio, and neither the Trustees nor any of
the Registrant's officers, employees or agents, whether past, present or future,
shall be personally liable therefor.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("1933 Act") may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
Item 28. Business and Other Connections of Adviser and Sub-
Adviser
There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of N&B Management and each partner of the Sub-Adviser is, or
at any time during the past two years has been, engaged for his or her own
account or in the capacity of director, officer, employee, partner or trustee.
<PAGE>
PART C - Other Information
Page 8
NAME BUSINESS AND OTHER CONNECTIONS
Claudia A. Brandon Secretary, Neuberger&Berman
Vice President, N&B Advisers Management Trust (Delaware
Management business trust); Secretary,
Advisers Managers Trust; Secretary,
Neuberger&Berman Advisers
Management Trust (Massachusetts
business trust) (1); 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,
Assistant Vice President, Neuberger&Berman Advisers
N&B Management Management Trust (Delaware business
trust); Assistant Secretary,
Advisers Managers Trust; Assistant
Secretary, Neuberger&Berman
Advisers Management Trust
(Massachusetts business trust) (1);
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.
Barbara DiGiorgio Assistant Secretary,
Assistant Vice President, Neuberger&Berman Advisers
N&B Management Management Trust (Delaware business
<PAGE>
PART C - Other Information
Page 9
trust); Assistant Treasurer,
Advisers Managers Trust; Assistant
Secretary, Neuberger&Berman Income
Funds; Assistant Treasurer,
Neuberger&Berman Income Trust;
Assistant Treasurer,
Neuberger&Berman Equity Funds;
Assistant Treasurer, Neuberger &
Berman Equity Trust; Assistant
Treasurer, Income Managers Trust;
Assistant Treasurer, Equity Managers
Trust; Assistant Treasurer, Global
Managers Trust; Assistant Treasurer,
Neuberger&Berman Equity Assets.
Stanley Egener Chairman of the Board and Trustee,
President and Director, Neuberger&Berman Advisers
N&B Management; Management Trust (Delaware business
Principal, trust); Chairman of the Board and
Neuberger&Berman, LLC Trustee, Advisers Managers Trust;
Chairman of the Board and Trustee,
Neuberger&Berman Advisers Management
Trust (Massachusetts business trust)
(1); 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.
Theodore P. Giuliano President and Trustee,
Vice President and Neuberger&Berman Income Funds;
Director, N&B President and Trustee,
Management; Principal, Neuberger&Berman Income Trust;
Neuberger&Berman, LLC President and Trustee, Income
Managers Trust.
<PAGE>
PART C - Other Information
Page 10
NAME BUSINESS AND OTHER CONNECTIONS
C. Carl Randolph Assistant Secretary,
Principal, Neuberger&Berman Advisers
Neuberger&Berman, LLC Management Trust (Delaware business
trust); Assistant Secretary,
Advisers Managers Trust; Assistant
Secretary, Neuberger&Berman
Advisers Management Trust
(Massachusetts business trust) (1);
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.
Felix Rovelli Senior Vice President -- Senior
Vice President, Equity Portfolio Manager, BNP N&B
N&B Management Global Asset Management L.P. (joint
venture of Neuberger&Berman and
Banque Nationale de Paris) (2).
Richard Russell Treasurer, Neuberger&Berman
Vice President, N&B Advisers Management Trust (Delaware
Management business trust); Treasurer,
Advisers Managers Trust; Treasurer,
Neuberger&Berman Advisers
Management Trust (Massachusetts
business trust) (1); 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.
<PAGE>
PART C - Other Information
Page 11
Daniel J. Sullivan Vice President, Neuberger&Berman
Senior Vice President, Advisers Management Trust (Delaware
N&B Management business trust); Vice President,
Advisers Managers Trust; Vice
President, Neuberger&Berman Advisers
Management Trust (Massachusetts
business trust) (1); Vice President,
Neuberger&Berman Income Funds; Vice
President, Neuberger&Berman Income
Trust; Vice President,
Neuberger&Berman Equity Funds; Vice
President, Neuberger&Berman Equity
Trust; Vice President, Income
Managers Trust; Vice President,
Equity Managers Trust; Vice
President, Global Managers Trust;
Vice President, Neuberger&Berman
Equity Assets.
Michael J. Weiner Vice President, Neuberger&Berman
Senior Vice President Advisers Management Trust (Delaware
N&B Management business trust); Vice President,
Advisers Managers Trust; Vice
President, Neuberger&Berman Advisers
Management Trust (Massachusetts
business trust) (1); 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.
Celeste Wischerth Assistant Treasurer,
Assistant Vice President, Neuberger&Berman Advisers
N&B Management Management Trust (Delaware business
trust); Assistant Treasurer,
Advisers Managers Trust; Assistant
Treasurer, Neuberger&Berman Income
Funds; Assistant Treasurer,
Neuberger&Berman Income Trust;
Assistant Treasurer,
Neuberger&Berman Equity Funds;
<PAGE>
PART C - Other Information
Page 12
Assistant Treasurer,
Neuberger&Berman Equity Trust;
Assistant Treasurer, Income
Managers Trust; Assistant
Treasurer, Equity Managers Trust;
Assistant Treasurer, Global
Managers Trust; Assistant
Treasurer, Neuberger&Berman Equity
Assets.
Lawrence Zicklin President and Trustee,
Director, N&B Management; Neuberger&Berman Advisers
Principal, Management Trust (Delaware business
Neuberger&Berman, LLC trust); President and Trustee,
Advisers Managers Trust; President
and Trustee, Neuberger&Berman
Advisers Management Trust
(Massachusetts business trust)(1);
President and Trustee,
Neuberger&Berman Equity Funds;
President and Trustee,
Neuberger&Berman Equity Trust;
President and Trustee, Equity
Managers Trust; President, Global
Managers Trust: President and
Trustee, Neuberger&Berman Equity
Assets.
The principal address of N&B Management, Neuberger&Berman, LLC
and of each of the investment companies named above, is 605 Third Avenue, New
York, New York 10158.
(1) Until April 30, 1995.
(2) Until October 31, 1995.
Item 29. Principal Underwriters
(a) Neuberger&Berman Management Incorporated, the principal underwriter
distributing securities of the Registrant, is also the principal underwriter and
distributor for each of the following investment companies:
<PAGE>
PART C - Other Information
Page 13
Neuberger&Berman Equity Funds
Neuberger&Berman Equity Assets
Neuberger&Berman Equity Trust
Neuberger&Berman Income Funds
Neuberger&Berman Income Trust
Neuberger&Berman Management Incorporated is also the
investment adviser to the master funds in which each of the above-named
investment companies invest.
(b) Set forth below is information concerning the directors and
officers of the Registrant's principal underwriter. The principal business
address of each of the persons listed is 605 Third Avenue, New York, New York
10158-0180, which is also the address of the Registrant's principal underwriter.
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
Claudia A. Brandon Vice President Secretary
Patrick T. Byrne Vice President None
Richard A. Cantor Chairman of the Board and None
Director
Robert Conti Treasurer None
Stacy Cooper-Shugrue Assistant Vice President Assistant Secretary
William Cunningham Vice President None
Barbara DiGiorgio Assistant Vice President Assistant Treasurer
Roberta D'Orio Assistant Vice President None
Stanley Egener President and Director Chairman of the Board
of Trustees (Chief
Executive Officer)
Joseph G. Galli Assistant Vice President None
Robert I. Gendelman Assistant Vice President None
Mark R. Goldstein Vice President None
Theodore P. Giuliano Vice President and Director None
<PAGE>
PART C - Other Information
Page 14
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
Leslie Holliday-Soto Assistant Vice President None
Jody L. Irwin Assistant Vice President None
Michael M. Kassen Vice President and Director None
Irwin Lainoff Director None
Michael Lamberti Vice President None
Josephine Mahaney Vice President None
Carmen G. Martinez Assistant Vice President None
Ellen Metzger Vice President and None
Secretary
Paul Metzger Vice President None
Loraine Olavarria Assistant Secretary None
Janet W. Prindle Vice President None
Joseph S. Quirk Assistant Vice President None
Kevin L. Risen Assistant Vice President None
Felix Rovelli Vice President None
Richard Russell Vice President Treasurer (Principal
Accounting Officer)
Kent C. Simons Vice President None
Frederick B. Soule Vice President None
Daniel J. Sullivan Senior Vice President Vice President
Peter E. Sundman Senior Vice President None
Susan Switzer Assistant Vice President None
Andrea Trachtenberg Vice President of Marketing None
Judith M. Vale Vice President None
<PAGE>
PART C - Other Information
Page 15
Susan Walsh Vice President None
Michael J. Weiner Senior Vice President Vice President
(Principal Financial
Officer)
Celeste Wischerth Assistant Vice President Assistant Treasurer
Thomas Wolfe Vice President None
KimMarie Zamot Assistant Vice President None
Lawrence Zicklin Director Trustee and President
(c) No commissions or compensation were received directly or indirectly
from the Registrant by any principal underwriter who was not an affiliated
person of the Registrant.
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.
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 Advisers Managers Trust are
maintained at the offices of State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110, except for the Advisers Managers Trust's
Trust Instrument and Bylaws, minutes of meetings of the Advisers Managers
Trust's Trustees and shareholders and the Advisers Managers Trust's policies and
contracts, which are maintained at the offices of the Advisers Managers Trust,
605 Third Avenue, New York, New York 10158.
<PAGE>
PART C - Other Information
Page 16
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
Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to shareholders upon
request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 23 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and the State
of New York on the 7th day of April, 1997.
NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
By: * ____________________
Lawrence Zicklin
President, Trustee and
Principal Executive Officer
*By: /s/ Stanley Egener
Stanley Egner
as Attorney-In-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 23 has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title Date
/s/ Stanley Egener Chairman and Trustee April 7, 1997
Stanley Egener
*_________________ President and Trustee April 7, 1997
Lawrence Zicklin (Principal Executive Officer)
*_________________ Vice President April 7, 1997
Michael J. Weiner (Principal Financial Officer)
*_________________ Treasurer April 7, 1997
Richard Russell (Principal Accounting Officer)
*_________________ Trustee April 7, 1997
Faith Colish
*_________________ Trustee April 7, 1997
Walter G. Ehlers
*_________________ Trustee April 7, 1997
Leslie A. Jacobson
*_________________ Trustee April 7, 1997
Robert M. Porter
*_________________ Trustee April 7, 1997
Ruth E. Salzmann
*_________________ Trustee April 7, 1997
Peter P. Trapp
*By: /s/ Stanley Egener
Stanley Egner
as Attorney-In-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, ADVISERS MANAGERS TRUST certifies that the
Registrant meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 23 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 7th day of April, 1997.
ADVISERS MANAGERS TRUST
By: *__________________________
Lawrence Zicklin
President, Trustee and
Principal Executive Officer
*By: /s/ Stanley Egener
Stanley Egner
as Attorney-In-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 23 has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title Date
/s/ Stanley Egener Chairman and Trustee April 7, 1997
Stanley Egener
*___________________ President and Trustee April 7, 1997
Lawrence Zicklin (Principal Executive Officer)
*___________________ Vice President April 7, 1997
Michael J. Weiner (Principal Financial Officer)
*___________________ Treasurer April 7, 1997
Richard Russell (Principal Accounting Officer)
*___________________ Trustee April 7, 1997
Faith Colish
*___________________ Trustee April 7, 1997
Walter G. Ehlers
*___________________ Trustee April 7, 1997
Leslie A. Jacobson
*___________________ Trustee April 7, 1997
Robert M. Porter
*___________________ Trustee April 7, 1997
Ruth E. Salzmann
*___________________ Trustee April 7, 1997
Peter P. Trapp
*By: /s/ Stanley Egener
Stanley Egner
as Attorney-In-Fact
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
FILED
WITH
POST-EFFECTIVE AMENDMENT NO. 23
TO THE
REGISTRATION STATEMENT
OF
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
<PAGE>
INDEX TO EXHIBITS
(for Post-Effective Amendment No. 23)
Exhibit No.
Under Part C
of Form N-1A Name of Exhibit
8(c) Scedule A to the Custodian Contract designating
approved foreign banking institutions and
securities depositories.
8(d) Custodian Fee Schedule.
11(b) Powers of Attorney.
16 Schedule of Computation of performance
quotations.
SCHEDULE A
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
The following foreign banking institutions and foreign securities
depositories have been approved by the boards of trustees of the above mentioned
trust as sub-custodians for the securities and other assets:
Citibank, N.A. (Caja de Valores) (Argentina)
Westpac Banking Corp. (Austraclear/RITS) (Australia)
GiroCredit Bank Aktiengesellschaft der Sparkassen (OEKB) (Austria)
Generale Bank (C.I.K./Banque Nationale de Belgique) (Belgium)
Citibank, N.A. (BOVESPA, CETIP, Banco Central do Brazil) (Brazil)
Canada Trustco Mortgage Company (CDS) (Canada)
Citibank, N.A. (Chile)
The Hong Kong and Shanghai Banking Corporation Limited, Shanghai and Shezhen
Branches (SSCCR, SSCC) (China)
Cititrust Colombia S.A. Sociedad Fiduciaria (Colombia)
Ceskoslovenska Obchodni Bank A.S. (SCP/Czech National Bank) (Czech Republic)
Den Danske Bank (VP-Centralen) (Denmark)
Merita Bank Limited (Central Share Register) of Finland/Helsinki Money Market
Center (Finland)
Banque Paribas (SICOVAM/Banque de France) (France)
Dresdner Bank AG (Kassenverein) (Germany)
National Bank of Greece S.A. (Apothetirion Titlon A.E.) (Greece)
Standard Chartered Bank, Hong Kong (CCASS) (Hong Kong)
Citibank Budapest Rt. (KELER, Ltd) (Hungary)
Deutsche Bank AG, The Hong Kong and Shanghai Banking Corporation Limited (India)
Standard Chartered Bank (Indonesia)
Bank of Ireland (Central Bank of Ireland/GSO) (Ireland)
Bank Hapoalim B.M. (The Clearing House of the Tel Aviv Stock Exchange) (Israel)
Morgan Guaranty Trust Company and Banque Paribas (Monte Titoli S.p.A./Banca
d'Italia) (Italy)
Sumitomo Trust & Banking Company, Limited and The Fuji Bank, Limited
(JASDEC/Bank of Japan) (Japan)
Euroclear (Luxembourg)
Standard Chartered Bank Malaysia Berhad (MCD) (Malaysia)
Citibank Mexico, S.A. (INDEVAL/Banco de Mexico) (Mexico)
Banque Comerciale du Maroc (Morocco)
Mees Pierson N.V. (NECIGEF) (The Netherlands)
ANZ Banking Group (NZ) Ltd. (NZCSD) (New Zealand)
Christiania Bank og Kreditkasse (VPS) (Norway)
Deutsche Bank AG (Pakistan)
Citibank, N.A. (CAVAL) (Peru)
Standard Chartered Bank (the Philippines)
Citibank Poland, S.A. (The National Depository of Securities/National Bank of
Poland) (Poland)
Banco Comercial Portgues (Central de Valores Mobiliarios) (Portugal)
Credit Suisse-Zurich via/Credit Suisse (Moscow) Limited (Russia)
The Development Bank of Singapore, Limited (CDP) (Singapore)
Ceskoslovenska Obchodna Banka, A.S., (SCP/National Bank of Slovakia) (the Slovak
Republic)
Standard Bank of South Africa Ltd. (The Central Depository Limited) (South
Africa)
SEOULBANK (KSD) (South Korea)
Banco Santander, S.A. (SCLV/Banco de Espana) (Spain)
Skandinaviska Enskilda Banken (VPC) (Sweden)
Union Bank of Switzerland (SEGA) (Switzerland)
Central Trust of China (TSCD) (Taiwan)
Standard Chartered Bank, Bangkok (TSD) (Thailand)
Citibank, N.A., Takas ve Saklama Bankasi A.S./Central Bank of Turkey) (Turkey)
State Street Bank and Trust Co. (CGO/CMO) (United Kingdom)
Citibank, N.A. (Venezuela)
The Euroclear System
Cedel Bank societe anonyme
<PAGE>
NEUBERGER&BERMAN ADVISERS
MANAGEMENT TRUST
/s/ Michael J. Weiner
Name: Michael J. Weiner
Date: November 21, 1996
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
NEUBERGER AND BERMAN FUND COMPLEX
Equity Managers Trust:
o Neuberger and Berman Focus Portfolio
o Neuberger and Berman Genesis Portfolio
o Neuberger and Berman Guardian Portfolio
o Neuberger and Berman Manhattan Portfolio
o Neuberger and Berman Partners Portfolio
o Neuberger and Berman Socially Responsive Portfolio
Income Managers Trust:
o Neuberger and Berman Cash Reserves Portfolio
o Neuberger and Berman Government Money Portfolio
o Neuberger and Berman Limited Maturity Bond Portfolio
o Neuberger and Berman Municipal Money Portfolio
o Neuberger and Berman Municipal Securities Portfolio
o Neuberger and Berman New York Insured Intermediate Portfolio
o Neuberger and Berman Ultra Short Bond
Advisers Managers Trust:
o AMT Balanced Investments
o AMT Government Income Investments
o AMT Growth Investments
o AMT International Investments
o AMT Limited Maturity Bond Investments
o AMT Liquid Asset Investments
o AMT Partners Investments
I. ADMINISTRATION
Custody, Portfolio and Fund Accounting Service: Maintain custody of fund assets.
Settle portfolio purchases and sales. Report buy and sell fails. Determine and
collect portfolio income. Make cash disbursements and report cash transactions.
Maintain investment ledgers, provide selected portfolio transactions, position
and income reports. Maintain general ledger and capital stock accounts. Prepare
daily trial balance. Calculate net asset value daily. Provide selected general
ledger reports. Securities yield or market value quotations will be provided to
State Street by sources authorized by the funds.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average monthly net assets.
ANNUAL FEE PER PORTFOLIO
Custody, Portfolio
Fund Net Assets and Fund Accounting
$0 - $20 million .075%
$20 - $100 million .037%
$100 - $200 million .028%
$200 - $500 million .014%
Over - $500 million .013%
II. GLOBAL CUSTODY
These fees are divided into two categories: Transaction Charges and Holdings
Charges which are calculated based on the following groups:
<PAGE>
A. Country Grouping
Group A Group B Group C Group D Group E Group F
USA Austria Australia Denmark Indonesia Argentina
Canada Belgium Finland Malaysia Bangladesh
Euroclear Hong Kong France Philippines Brazil
Germany Netherlands Ireland Portugal Chile
Japan New Zealand Italy So. Korea China
Singapore Luxembourg Spain Colombia
Switzerland Mexico Sri Lanka Czech Republic
Norway Sweden Cyprus
Thailand Taiwan Greece
U.K. Hungary
India
Israel
Morocco
Pakistan
Peru
Poland
So. Africa
Turkey
Uruguay
Venezuela
B. Transaction Charges
Group A Group B Group C Group D Group E Group F
State Street Bank
Repos or Euros - $7.00
$25 $50 $60 $70 $160
DTC or Fed Book Entry
- $12.00
All Other - $25.00
C. Holdings Charges
Group A Group B Group C Group D Group E Group F
1.5 5.0 6.0 10.0 25.0 40.0
III. Portfolio Trades - For Each Line Item Processed
State Street Bank Repos $ 7.00
DTC of Fed Book Entry $12.00
New York Physical Settlements $25.00
Maturity Collection (NY Physical Items Only) $ 8.00
All Other Trades $16.00
IV. Options
Option charge for each option written or closing
contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
V. Lending of Securities
Deliver loaned securities versus cash collateral $20.00
Deliver loaned securities versus securities
collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt
of loaned securities $15.00
Deliver securities collateral versus receipt
of loaned securities $25.00
Loan administration - mark-to-market per day
per loan $ 3.00
VI. Interest Rate Futures
Transactions - no security movement $ 8.00
VII. Pricing Service
Monthly Quote Charge (based on average number of
positions in portfolio) $ 6.00
VIII. Holdings Charge
For each issue maintained - monthly charge $ 5.00
IX. Principal Reduction Payments
Per Paydown $10.00
X. Dividend/Interest Collection Charges
For items held at the request of traders over record
date in street form $50.00
XI. Spoke Configuration
Annual fee of $10,000 per each series in each Spoke Entity.
Spoke Entries:
Neuberger and Berman Equity Funds (except N & B International Fund)
Neuberger and Berman Equity Trust
Neuberger and Berman Income Funds
Neuberger and Berman Advisers Management Trust
Neuberger and Berman Equity Assets
XII. Special Services
Fees for activities of a non-recurring nature such as fund consolidations or
reorganizations, extraordinary security shipments and the preparation of special
reports will be subject to negotiation. Yield calculation and other special
items will be negotiated separately.
XIII. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out-of-pocket expenses include, but are not limited to
the following:
o Wire charges relative to custodian functions $5.25 per wire in and
$5.00 out)
o Postage and insurance
o Courier Service
o Duplicating
o Legal fees in jointly agreed upon situations
o Supplies related to fund records
o Rush transfer - $8.00 each
o Transfer fees
o Sub-custodian charges
o Price Waterhouse audit letter
o Federal Reserve fee for return check items over $2,500 - $4.25
o GNMA Transfer - $15 each
XIV. Payment and Earnings Credit
The above fees will be charged against the fund's custodian checking account
five (5) days after the invoice is mailed to the fund's offices, contingent on
fund approval.
An earnings credit of 75% of the 90 Day T-Bill rate will be applied for fund
balances.
NEUBERGER & BERMAN STATE STREET BANK AND
FUND COMPLEX TRUST
By: /s/ Michael J. Weiner By: /s/
Title: Vice President, Title: Vice President
Neuberger&Berman Advisers
Management Trust
Date: 7/31/96 Date: 7/31/96
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that NEUBERGER&BERMAN ADVISERS
MANAGEMENT TRUST (the "Trust"), and each of its undersigned officers and
Trustees hereby nominate, constitute and appoint Stanley Egener, Lawrence
Zicklin, Michael J. Weiner, Allan S. Mostoff, Jeffrey S. Puretz, Paul F. Roye
and Arthur C. Delibert (with full power to each of them to act alone)
its/his/her true and lawful attorney-in-fact and agent, for it/him/her and in
its/his/her name, place and stead in any and all capacities, to make, execute
and sign the Trust's Registration Statement and all amendments thereto on Form
N-1A under the Securities Act of 1933 and/or the Investment Company Act of 1940
and any registration statements on Form N-14, and to file with the Securities
and Exchange Commission and any other regulatory authority having jurisdiction
over the offer and sale of shares of the Trust, such amendments, and any and all
amendments and supplements thereto, and any and all exhibits and other documents
requisite in connection therewith granting unto said attorneys and each of them,
full power and authority to do and perform each and every act necessary and/or
appropriate as fully to all intents and purposes as the Trust and the officers
and Trustees itself/themselves might or could do.
IN WITNESS WHEREOF, NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST has
caused this power of attorney to be executed in its name by its Chairman and
attested by its Secretary, and the undersigned officers and Trustees have
hereunto set their hands this 21st day of November, 1996.
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST
By: /s/Stanley Egener
Stanley Egener, Chairman
<PAGE>
Signature Title
/s/ Stanley Egener Chairman and Trustee
Stanley Egener
/s/ Lawrence Zicklin President and Trustee
Lawrence Zicklin (Principal Executive Officer)
/s/ Michael J. Weiner Vice President
Michael J. Weiner (Principal Financial Officer)
/s/ Richard Russell Treasurer
Richard Russell (Principal Accounting Officer)
/s/ Faith Colish Trustee
Faith Colish
/s/ Walter G. Ehlers Trustee
Walter G. Ehlers
/s/ Leslie A. Jacobson Trustee
Leslie A. Jacobson
/s/ Robert M. Porter Trustee
Robert M. Porter
/s/ Ruth E. Salzmann Trustee
Ruth E. Salzmann
/s/ Peter P. Trapp Trustee
Peter P. Trapp
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that ADVISERS MANAGERS TRUST, (the
"Trust"), and each of its undersigned officers and Trustees hereby nominate,
constitute and appoint Stanley Egener, Lawrence Zicklin, Michael J. Weiner,
Allan S. Mostoff, Jeffrey S. Puretz, Paul F. Roye, and Arthur C. Delibert (with
full power to each of them to act alone) its/his/her true and lawful
attorney-in-fact and agent, for it/him/her and in its/his/her name, place and
stead in any and all capacities, to make, execute and sign the Trust's or any
approved Spoke(R)'s Registration Statement and all amendments thereto on Form
N-1A or any other required Form under the Securities Act of 1933 and/or the
Investment Company Act of 1940 and any registration statements on Form N-14, and
to file with the Securities and Exchange Commission and any other regulatory
authority having jurisdiction over the offer and sale of shares of the Trust or
any approved Spoke(R), such amendments, and any and all amendments and
supplements thereto, and any and all exhibits and other documents requisite in
connection therewith granting unto said attorneys and each of them, full power
and authority to do and perform each and every act necessary and/or appropriate
as fully to all intents and purposes as the Trust and the officers and Trustees
itself/ themselves might or could do.
IN WITNESS WHEREOF, ADVISERS MANAGERS TRUST has caused this power of
attorney to be executed in its name by its Chairman and attested by its
Secretary, and the undersigned officers and Trustees have hereunto set their
hands this 21st day of November, 1996.
ADVISERS MANAGERS TRUST
By: /s/ Stanley Egener
Stanley Egener, Chairman
<PAGE>
Signature Title
/s/ Stanley Egener Chairman and Trustee
Stanley Egener
/s/ Lawrence Zicklin President and Trustee
Lawrence Zicklin (Principal Executive Officer)
/s/ Michael J. Weiner Vice President
Michael J. Weiner (Principal Financial Officer)
/s/ Richard Russell Treasurer
Richard Russell (Principal Accounting Officer)
/s/ Faith Colish Trustee
Faith Colish
/s/ Walter G. Ehlers Trustee
Walter G. Ehlers
/s/ Leslie A. Jaobson Trustee
Leslie A. Jacobson
/s/ Robert M. Porter Trustee
Robert M. Porter
/s/ Ruth E. Salzmann Trustee
Ruth E. Salzmann
/s/ Peter P. Trapp Trustee
Peter P. Trapp
Neuberger & Berman Advisers Management Trust Liquid Asset Portfolio
Current/Effective Yield Computation
7 Days Ended December 31, 1994
Current yield = (Base period return /7 x 365)
Current yield = (.000945871/7 x 365)
Current yield = .0493 or 4.93%
Effective yield = [(Base Period Return + 1)365/7]-1
Effective yield = [(1.000945871)365/7]-1
Effective yield = .0505 or 5.05%
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
LIMITED MATURITY BOND PORTFOLIO
30-DAY YIELD COMPUTATION
30 DAYS ENDED DECEMBER 31, 1994
A = Dividend and interest income
B = Expenses accrued for the period
C = Average daily number of shares outstanding during the period that was
entitled to receive dividends
D = Maximum offering price on the last day of the month
YIELD=2[(A-B/CxD + 1)superscript 6 - 1]
YIELD=2[(2,034,585.07 - 220,809.58/24,526,876.959x14.02 + 1)superscript 6 - 1]
YIELD = .0641 or 6.41%
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
GOVERNMENT INCOME PORTFOLIO
30-DAY YIELD COMPUTATION
30 DAYS ENDED DECEMBER 31, 1994
A = Dividend and interest income
B = Expenses accrued for the period
C = Average daily number of shares outstanding during the period that was
entitled to receive dividends
D = Maximum offering price on the last day of the month
YIELD=2[(A-B/CxD + 1)superscript 6 - 1]
YIELD=2[(5,602.03 - 847.07/101,809.613x10.15 + 1)superscript 6 - 1]
YIELD = .0559 or 5.59%
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
GROWTH PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Growth Portfolio's
average annual total return ("T") for the one year, five year, and ten year
periods ended December 31, 1994, which have been included in the Statement of
Additional Information. In the following equations, "ERV" represents the
Redeemable Value at the end of each time period, "n" represents the period of
time and "P" represents the amount of the initial investment, i.e. $1,000. The
calculation assumes reinvestment of all dividends and distributions. The formula
for calculating average annual total return is
________
T= \n / ERV/P - 1
\/
Ten Year Period January 1, 1985 through December 31, 1994
n = 10
ERV = $3,075.30
P = $1,000
____________
10 /
T= \ / 3,075.30/1000 - 1
\/
T = .1189 or 11.89%
Five Year Period January 1, 1990 through December 31, 1994
n = 5
ERV = $1,323.80
P = $1,000
____________
5 /
T= \ / 1,323.80/1000 - 1
\/
T = .0577 or 5.77%
One Year Period January 1, 1994 through December 31, 1994
n = 1
ERV = $950.10
P = $1,000
__________
1 /
T= \ / 950.10/1000 - 1
\/
T = -.0499 or -4.99%
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
BALANCED PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Balanced Portfolio
average annual total return ("T") for the one year, five year and life of
Portfolio periods ended December 31, 1994, which have been included in the
Statement of Additional Information. In the following equations, "ERV"
represents the Redeemable Value at the end of each time period, "n" represents
the period of time and "P" represents the amount of the initial investment, i.e.
$1,000. The calculation assumes reinvestment of all dividends and distributions.
The formula for calculating average annual total return is
______
T= \ n/ ERV/P - 1
\/
Period February 28, 1989 through December 31, 1994
n = 5.84
ERV = $1,618.40
P = $1,000
_____________
5.84/
T= \ / 1,618.40/1000 - 1
\/
T = .0859 or 8.59%
Five Year Period January 1, 1990 through December 31, 1994
n = 5
ERV = $1,390.40
P = $1,000
_____________
5 /
T= \ / 1,390.40/1000 - 1
\/
T = .0681 or 6.81%
One Year Period January 1, 1994 through December 31, 1994
n = 1
ERV = $ 966.40
P = $1,000
___________
1 /
T= \ / 966.40/1000 - 1
\/
T = -.0336 or -3.36%
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
PARTNERS PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Partners Portfolio's
average annual total return ("T") for the life of Portfolio periods ended
December 31, 1994, which has been included in the Statement of Additional
Information. In the following equations, "ERV" represents the Redeemable Value
at the end of each time period, "n" represents the period of time and "P"
represents the amount of the initial investment, i.e. $1,000. The calculation
assumes reinvestment of all dividends and distributions. The formula for
calculating average annual total return is
______
T= \n / ERV/P - 1
\/
Period March 22, 1994 through December 31, 1994
n = 0.78
ERV = $ 977.00
P = $1,000
___________
0.78/
T= \ / 977.00/1000 - 1
\/
T = .0230 or -2.30% (Not Annualized)
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
GOVERNMENT INCOME PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Government Income
Portfolio's average annual total return ("T") for the life of Portfolio period
ended December 31, 1994, which have been included in the Statement of Additional
Information. In the following equations, "ERV" represents the Redeemable Value
at the end of each time period, "n" represents the period of time and "P"
represents the amount of the initial investment, i.e. $1,000. The calculation
assumes reinvestment of all dividends and distributions. The formula for
calculating average annual total return is
______
T= \n / ERV/P - 1
\/
Period March 22, 1994 through December 31, 1994
n = 0.78
ERV = $1,015.00
P = $1,000
_____________
0.78/
T= \ / 1,015.00/1000 - 1
\/
T = .0150 or 1.50% (Not Annualized)
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
LIMITED MATURITY BOND PORTFOLIO
SCHEDULE FOR COMPUTATION OF
TOTAL RETURN FIGURES INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
The following reflects the calculation of the Limited Maturity Bond
Portfolio average annual total return ("T") for the one year, five year, and ten
year periods ended December 31, 1994, which have been included in the Statement
of Additional Information. In the following equations, "ERV" represents the
Redeemable Value at the end of each time period, "n" represents the period of
time and "P" represents the amount of the initial investment, i.e. $1,000. The
calculation assumes reinvestment of all dividends and distributions. The formula
for calculating average annual total return is
______
T= \n / ERV/P - 1
\/
Ten Year Period January 1, 1985 through December 31, 1994
n = 10
ERV = $2,150.20
P = $1,000
_____________
10 /
T= \ / 2,150.20/1000 - 1
\/
T = .0796 or 7.96%
Five Year Period January 1, 1990 through December 31, 1994
n = 5
ERV = $1,350.50
P = $1,000
_____________
5 /
T= \ / 1,350.50/1000 - 1
\/
T = .0619 or 6.19%
One Year Period January 1, 1994 through December 31, 1994
n = 1
ERV = $998.50
P = $1,000
_____________
1 /
T= \ / 998.50/1000 - 1
\/
T = -.0015 or -0.15%
