NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST, 485BPOS, 1997-10-14

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
485BPOS, 1997-10-14

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As filed with the Securities and Exchange Commission on October 14, 1997
Registration No. 2-88566
Investment Company Act File No. 811-4255
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 25 |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)
<TABLE>
<S> <C>

[ ] Immediately upon filing pursuant to [ X ] on October 15, 1997 pursuant to paragraph (b)
paragraph (b)

[ ] 60 days after filing pursuant to [ ] on _________ pursuant to paragraph (a)(1)
paragraph (a)(1), or

[ ] 75 days after filing pursuant to [ ] on ___________ pursuant to paragraph (a)(2)
paragraph (a)(2) or of Rule 485
</TABLE>

* 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. 25
includes a signature page for the master fund, Advisers Managers Trust.

<PAGE>

CROSS REFERENCE SHEET
(as required by Rule 495)

The enclosed materials relate to the Guardian Portfolio and the Mid-Cap
Growth Portfolio only (collectively, the "Portfolios"), each of which is a
separate series of Neuberger&Berman Advisers Management Trust (the
"Registrant").

The remaining Portfolios of the Registrant are offered by Prospectuses
and a Statement of Additional Information that have been filed with the
Commission in a previous Post-Effective Amendment to the Registrant's
Registration Statement.

I. Prospectus for Registrant's Guardian Portfolio

Form N-1A Part A Item Prospectus Caption

1. Cover page.................. Cover Page

2. Synopsis.................... Inapplicable

3. Condensed Financial
Information................. 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 Mid-Cap Growth Portfolio

Form N-1A Part A Item Prospectus Caption

1. Cover page.................. Cover Page

2. Synopsis.................... Inapplicable

3. Condensed Financial
Information................. 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

<PAGE>

Part B

III. Joint Statement of Additional Information for Guardian Portfolio
and Mid-Cap Growth Portfolio

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

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 Arrange-
ments; Additional
Redemption Information

<PAGE>

20. Tax Status.................. Dividends, Other
Distributions and Tax
Status (Part A);
Additional Tax
Information

21. Underwriters................ Distribution Arrangements

22. Calculation of Performance
Data........................ Inapplicable

23. Financial Statements........ Inapplicable

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>

GUARDIAN PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST
Prospectus
October 15, 1997

<PAGE>

Neuberger&Berman

ADVISERS MANAGEMENT TRUST

Guardian Portfolio
- ----------------------------------------

Neuberger&Berman ADVISERS MANAGEMENT TRUST (the "Trust") is intended to
meet differing investment objectives and currently is comprised of nine separate
Portfolios, one of which is offered herein. While each portfolio (each a
"Portfolio" and collectively, "Portfolios") issues its own class of shares,
which in some instances have rights separate from other classes of shares, the
Trust is one entity with respect to certain important items (e.g., certain
voting rights).

Shares of the Trust are offered to life insurance companies ("Life
Companies") for allocation to certain of their separate accounts established for
the purpose of funding variable annuity contracts and variable life insurance
policies ("Variable Contracts"). Shares of one of the Portfolios are also
offered directly to qualified pension and retirement plans ("Qualified Plans").

THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE GUARDIAN
PORTFOLIO ONLY.
- ----------------------------------------

Each Portfolio invests all of its net investable assets in its
corresponding series (each a "Series") of Advisers Managers Trust ("Managers
Trust"), an open-end management investment company. AMT Guardian Investments,
the Guardian Portfolio's corresponding Series, is managed by Neuberger&Berman
Management Incorporated ("N&B Management"). AMT Guardian Investments invests in
securities in accordance with an investment objective, policies, and limitations
identical to those of the Guardian Portfolio. The investment performance of the
Guardian Portfolio will directly correspond with the investment performance of
AMT Guardian Investments. This "master/feeder fund" structure is different from
that of many other investment companies which directly acquire and manage their
own portfolios of securities. For more information on this unique structure that
you should consider, see "Special Information Regarding Organization,
Capitalization, and Other Matters" on page __.

<PAGE>

Please read this Prospectus before investing in the Guardian Portfolio
and keep it for future reference. It contains information about the Guardian
Portfolio that a prospective investor should know before investing. A Statement
of Additional Information ("SAI") about the Portfolio and the Series, dated
October 15, 1997, is on file with the Securities and Exchange Commission. The
SAI is incorporated herein by reference (so it is legally considered a part of
this Prospectus). You can obtain a free copy of the SAI by writing the Trust at
605 Third Avenue, 2nd Floor, New York, NY 10158-0180, or by calling the Trust at
800-877-9700.

The SEC maintains an internet site at http://www.sec.gov that contains
the Prospectus, SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE
FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The purchaser of a Variable Contract should read this Prospectus in
conjunction with the prospectus for his or her Variable Contract.

Date of Prospectus: October 15, 1997

<PAGE>

TABLE OF CONTENTS

PAGE

SUMMARY............................................................... 1
The Portfolios and Series.................................... 1
Risk Factors................................................. 1
Management................................................... 1
The Neuberger&Berman Investment Approach .................... 1

INVESTMENT PROGRAM.................................................... 3
AMT Guardian Investments..................................... 3
Short-Term Trading; Portfolio Turnover....................... 3
Other Investments ........................................... 3
Ratings of Debt Securities................................... 3
Borrowings .................................................. 4

PERFORMANCE INFORMATION............................................... 4

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS..................................... 5
The Portfolios .............................................. 5
The Series ................................................... 6

SHARE PRICES AND NET ASSET VALUE....................................... 7

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS.......................... 8
Dividends and Other Distributions ............................ 8
Tax Status ................................................... 8

SPECIAL CONSIDERATIONS................................................. 8

MANAGEMENT AND ADMINISTRATION.......................................... 9
Trustees and Officers ........................................ 9
Investment Manager, Administrator, Sub-Adviser and
Distributo ................................................. 10
Expenses .................................................... 11
Expense Limitation........................................... 11
Transfer and Dividend Paying Agent .......................... 11

DISTRIBUTION AND REDEMPTION OF TRUST SHARES........................... 12
Distribution and Redemption of Trust Shares ................. 12
Distribution Plan ........................................... 12

SERVICES.............................................................. 13

DESCRIPTION OF INVESTMENTS............................................ 13

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION................................... 16

<PAGE>

SUMMARY

The Portfolios and Series

Each Portfolio of the Trust invests in a corresponding Series of
Managers Trust that, in turn, invests in securities in accordance with an
investment objective, policies, and limitations that are identical to those of
the Portfolio. The trustees of the Trust believe that this "master/feeder fund"
structure may benefit shareholders. For more information about the organization
of the Portfolios and the Series, including certain features of the
master/feeder fund structure, see "Special Information Regarding Organization,
Capitalization, and Other Matters" on page __. For more details about AMT
Guardian Investments, its investments and their risks, see "Investment Program"
on page __, "Ratings of Debt Securities" on page __, "Borrowings" on page __,
and "Description of Investments" on page __.

A summary of important features of the Guardian Portfolio and its
corresponding Series appears below. You should also read the complete
descriptions of the Portfolio and its corresponding Series' investment
objectives and policies, which begin on page __, and related information. Of
course, there can be no assurance that the Portfolio will meet its investment
objective.

Neuberger&Berman Investment Principal Series
Advisers Management Trust Objective Investments

GUARDIAN PORTFOLIO Capital appreciation and, secondarily, Common stocks of long-established,
current income high-quality companies
</TABLE>

Risk Factors

An investment in any Portfolio involves certain risks, depending upon
the types of investments made by its corresponding Series. Special risk factors
apply to investments, which may be made by AMT Guardian Investments, in foreign
securities and options contracts.

Management

N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Guardian
Investments. N&B Management also provides administrative services to the Series
and the Portfolio and acts as distributor of the shares of the Portfolio. See
"Management and Administration" in this Prospectus.

The Neuberger&Berman Investment Approach

AMT Guardian Investments is managed using the value-oriented investment
approach. A value-oriented portfolio manager buys stocks that are selling for
less than their perceived market value. These include stocks that are currently
under-researched or are temporarily out of favor on Wall Street.

Portfolio managers identify value stocks in several ways. One of the
most common identifiers is a low price-to-earnings ratio--that is, stocks
selling at multiples of earnings per share that are lower than that of the
market as a whole. Other criteria are high dividend yield, a strong balance
sheet and financial position, a recent company restructuring with the potential
to realize hidden values, strong management, and low price-to-book value (net
value of the company's assets).

A value-oriented manager believes that, over time, securities that are
undervalued are more likely to appreciate in price and be subject to less risk
of price decline than securities whose market prices have already reached their
perceived economic values. This approach also contemplates selling portfolio
securities when N&B Management believes they have reached their potential.

INVESTMENT PROGRAM

The investment policies and limitations of the Guardian Portfolio and
its corresponding Series, AMT Guardian Investments, are identical. The Portfolio
invests only in its corresponding Series. Therefore, the following shows you the
kinds of securities in which AMT Guardian Investments invests. For an
explanation of some types of investments, see "Description of Investments" on
page __.

Investment policies and limitations of the Guardian Portfolio and its
corresponding Series are not fundamental unless otherwise specified in this
Prospectus or the SAI. Fundamental policies and limitations may not be changed
without shareholder approval. A non-fundamental policy or limitation may be
changed by the trustees of the Trust without shareholder approval. There can be
no assurance that the Series and the Portfolio will achieve their objectives.
The Portfolio, by itself, does not represent a comprehensive investment program.

Additional investment techniques, features, and limitations concerning
AMT Guardian Investments' investment program are described in the SAI.

AMT Guardian Investments

The investment objective of AMT Guardian Investments and its
corresponding Portfolio is to seek capital appreciation and, secondarily,
current income. This investment objective is non-fundamental.

AMT Guardian Investments invests primarily in common stocks of
long-established, high-quality companies. AMT Guardian Investments uses the
value-oriented investment approach in selecting securities. Thus, N&B Management
looks for such factors as low price-to-earnings ratios, strong balance sheets,
solid management, and consistent earnings.

Short-Term Trading; Portfolio Turnover

While AMT Guardian Investments does not purchase securities with the
intention of profiting from short-term trading, the Series may sell portfolio
securities when the investment adviser believes that such action is advisable.

It is anticipated that the annual portfolio turnover rate of AMT
Guardian Investments generally will not 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).

Other Investments

For temporary defensive purposes, AMT Guardian Investments may invest
up to 100% of its total assets in cash or cash equivalents, U.S. Government and
Agency securities, commercial paper and certain other money market instruments,
as well as repurchase agreements collateralized by the foregoing.

To the extent that the Series is invested in temporary defensive
instruments, it will not be pursuing its investment objective.

Ratings of Debt Securities

INVESTMENT GRADE DEBT SECURITIES. Investment grade debt securities are those
receiving ratings from at least one nationally recognized statistical rating
organization ("NRSRO"), such as Standard & Poor's Rating Group ("S&P"), Moody's
Investors Service, Inc. ("Moody's"), Fitch Investors Services, or Duff & Phelps
Credit Rating Co. in one of the four highest rating categories or, if unrated by
any NRSRO, deemed comparable by N&B Management to such rated securities.
Securities rated by Moody's in its fourth highest category (Baa) may have
speculative characteristics; a change in economic factors could lead to a
weakened capacity of the issuer to repay. A further description of Moody's and
S&P's ratings is included in Appendix A to the SAI.

If the quality of securities held by the Series 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.

The value of the fixed income securities in which the 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 the 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.

Further information regarding the ratings assigned to securities
purchased by the Series and their meaning is included in the SAI and in the
Portfolio's and Series' annual report.

Borrowings

AMT Guardian Investments has a fundamental policy that it may not
borrow money, except that it may (1) borrow money from banks for temporary or
emergency purposes and not for leveraging or investment and (2) enter into
reverse repurchase agreements for any purpose, so long as the aggregate amount
of borrowings and reverse repurchase agreements does not exceed one-third of the
Series' total assets (including the amount borrowed) less liabilities (other
than borrowings). The Series does not expect to borrow money or to enter into
reverse repurchase agreements. As a non-fundamental policy, the Series may not
purchase portfolio securities if its outstanding borrowings, including reverse
repurchase agreements, exceed 5% of its total assets.

PERFORMANCE INFORMATION

Performance information for the Guardian Portfolio may be presented
from time to time in advertisements and sales literature. The Portfolio's
"yield" is calculated by dividing the Portfolio's annualized net investment
income during a recent 30-day period by the Portfolio's net asset value on the
last day of the period. The Portfolio's total return is quoted for the one-year
period and through the most recent calendar quarter and is determined by
calculating the change in value of a hypothetical $1,000 investment in the
Portfolio for each of those periods. Total return calculations assume
reinvestment of all Portfolio dividends and distributions from net investment
income and net realized gains, respectively.

All performance information presented for the Portfolio is based on
past performance and does not predict or guarantee future performance. Share
prices may vary, and shares when redeemed may be worth more or less than their
original purchase price. Any Portfolio performance information presented will
also include or be accompanied by performance information for the Life Company
separate accounts investing in the Trust which will take into account
insurance-related charges and expenses under such insurance policies and
contracts. Further information regarding the Portfolio's performance is
presented in the Trust's annual report to shareholders, which is available
without charge by calling 800-366-6264.

Advertisements concerning the Trust may from time to time compare the
performance of the Portfolio to various indices. Advertisements may also contain
the performance rankings assigned the Portfolio or its adviser by various
publications and statistical services. Any such comparisons or rankings are
based on past performance and the statistical computations performed by
publications and services, and are not necessarily indications of future
performance. Because the Portfolio is a managed investment vehicle investing,
through its corresponding Series, in a wide variety of securities, the
securities owned by the Series will not match those making up an index. Please
note that indices do not take into account any fees and expenses of investing in
the individual securities that they track and that individuals cannot invest in
any index.

PERFORMANCE OF A FUND COMPARABLE TO THE GUARDIAN PORTFOLIO AND AMT GUARDIAN
INVESTMENTS. AMT Guardian Investments and the Guardian Portfolio (the "AMT
Guardian Funds") have investment objectives, policies, limitations and
strategies substantially similar to those of, and the same portfolio manager as,
another mutual fund managed by N&B Management - Neuberger&Berman Guardian Fund
(and the Guardian master series). The following table shows the average annual
total returns of Neuberger&Berman Guardian Fund for the 1-year, 3-year, 5-year
and 10-year periods ended December 31, 1996. The table also shows a comparison
with the Standard & Poor's 500 Index, which is pertinent to the Neuberger&Berman
Guardian Fund.

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS
ENDED DECEMBER 31, 1996

1 Year 3 Year 5 Year 10 Year
------ ------ ------ -------
Neuberger&Berman Guardian Fund 17.88% 16.14% 16.37% 15.45%
Standard & Poor's 500 Index 22.90% 19.63% 15.18% 15.23%

The figures for the Neuberger&Berman Guardian Fund depicted above
reflect that fund's expense ratio, and do not reflect any sales charges imposed
in connection with investment in that fund. Although the objectives, polices,
limitations and strategies of the AMT Guardian Funds are substantially similar
to Neuberger&Berman Guardian Fund and its corresponding master series, the AMT
Guardian Funds are distinct mutual funds from the Neuberger&Berman Guardian Fund
and may have different fees, expenses, investment returns, portfolio holdings,
and risk/return characteristics than that fund. Historical performance of
substantially similar mutual funds is not indicative of future performance of
the AMT Guardian Funds.

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS

The Portfolios

Each Portfolio is a separate series of the Trust, a Delaware business
trust organized pursuant to a Trust Instrument dated May 23, 1994. The Trust is
registered under the Investment Company Act of 1940 (the "1940 Act") as a
diversified, open-end management investment company, commonly known as a mutual
fund. The Trust has nine separate Portfolios. Each Portfolio invests all of its
net investable assets in its corresponding Series, in each case receiving a
beneficial interest in that Series. The trustees of the Trust may establish
additional portfolios or classes of shares, without the approval of
shareholders. The assets of each Portfolio belong only to that Portfolio, and
the liabilities of each Portfolio are borne solely by that Portfolio and no
other.

DESCRIPTION OF SHARES. Each Portfolio is authorized to issue an unlimited number
of shares of beneficial interest (par value $0.001 per share). Shares of each
Portfolio represent equal proportionate interests in the assets of that
Portfolio only and have identical voting, dividend, redemption, liquidation, and
other rights. All shares issued are fully paid and non-assessable under Delaware
law, and shareholders have no preemptive or other right to subscribe to any
additional shares.

SHAREHOLDER MEETINGS. The trustees of the Trust do not intend to hold annual
meetings of shareholders of the Portfolios. The trustees will call special
meetings of shareholders of a Portfolio only if required under the 1940 Act or
in their discretion or upon the written request of holders of 10% or more of the
outstanding shares of that Portfolio entitled to vote. Pursuant to current
interpretations of the 1940 Act, the Life Companies will solicit voting
instructions from Variable Contract owners with respect to any matters that are
presented to a vote of shareholders of that Portfolio.

CERTAIN PROVISIONS OF THE TRUST INSTRUMENT. Under Delaware law, the shareholders
of a Portfolio will not be personally liable for the obligations of any
Portfolio; a shareholder is entitled to the same limitation of personal
liability extended to shareholders of corporations. To guard against the risk
that Delaware law might not be applied in other states, the Trust Instrument
requires that every written obligation of the Trust or a Portfolio contain a
statement that such obligation may be enforced only against the assets of the
Trust or Portfolio and provides for indemnification out of Trust or Portfolio
property of any shareholder nevertheless held personally liable for Trust or
Portfolio obligations, respectively.

The Series

Each Series is a separate series of Managers Trust, a New York common
law trust organized as of May 24, 1994. Managers Trust is registered under the
1940 Act as a diversified, open-end management investment company. Managers
Trust has nine separate 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.

PORTFOLIOS' INVESTMENT IN THE SERIES. Each Portfolio is a "feeder" fund that
seeks to achieve its investment objective by investing all of its net investable
assets in its corresponding Series (a "master" fund) having the same investment
objective, policies, and limitations as the Portfolio. Accordingly, each Series
directly acquires its own securities and its corresponding Portfolio acquires an
indirect interest in those securities.

Each Portfolio's investment in its corresponding Series is in the form
of a non-transferable beneficial interest. Members of the general public may not
purchase a direct interest in the Series. Currently, each Portfolio is the sole
investor in its corresponding Series. It is possible that one or more Series, in
the future, may permit other institutional investors, including but not
necessarily limited to the managed separate accounts of life insurance
companies, to invest in the Series. All investors will invest in the Series on
the same terms and conditions as the Portfolios and will pay a proportionate
share of the expenses of the Series. The Portfolios do not sell their shares
directly to members of the general public. Other investors in the Series would
not be required to sell their shares at the same offering price as a Portfolio,
could have a different administration fee and expenses than a Portfolio, and
might charge a sales commission. Therefore, Portfolio shareholders may have
different returns than shareholders in another entity that invests exclusively
in the Series.

<PAGE>

A Portfolio's investment in its corresponding Series may be affected by
the actions of other large investors in the Series, if any. For example, if a
large investor in a Series other than a Portfolio redeemed its interest in the
Series, the Series' remaining investors (including the Portfolio) might, as a
result, experience higher pro rata operating expenses, thereby producing lower
returns.

Each Portfolio may withdraw its entire investment from its
corresponding Series at any time, if the trustees of the Trust determine that it
is in the best interests of the Portfolio and its shareholders to do so. A
Portfolio might withdraw, for example, if there were other investors in the
Series with power to, and who did by a vote of all investors (including the
Portfolio), change the investment objective, policies, or limitations of the
Series in a manner not acceptable to the trustees of the Trust. A withdrawal
could result in a distribution in kind of securities (as opposed to a cash
distribution) by the Series. That distribution could result in a less
diversified portfolio of investments for the Portfolio and could affect
adversely the liquidity of the Portfolio's investment portfolio. If a Portfolio
decided to convert those securities to cash, it usually would incur brokerage
fees or other transaction costs. If a Portfolio withdrew its investment from a
Series, the trustees would consider what action might be taken, including the
investment of all of the Portfolio's net investable assets in another pooled
investment entity having substantially the same investment objective as the
Portfolio or the retention by the Portfolio of its own investment manager to
manage its assets in accordance with its investment objective, policies, and
limitations. The inability of the Portfolio to find a suitable replacement could
have a significant impact on shareholders.

INVESTOR MEETINGS AND VOTING. Each Series normally will not hold meetings of
investors except as required by the 1940 Act. Each investor in a Series will be
entitled to vote in proportion to its relative beneficial interest in the
Series. On most issues subjected to a vote of investors, as required by the 1940
Act and other applicable law, a Portfolio will solicit proxies from its
shareholders and will vote its interest in the Series in proportion to the votes
cast by the Portfolio's shareholders. Pursuant to current interpretations of the
1940 Act, the Life Companies who are shareholders of the Portfolio will solicit
voting instructions from contract owners with respect to any matters that are
presented to a vote of Portfolio shareholders. If there are other investors in a
Series, there can be no assurance that any issue that receives a majority of the
votes cast by Portfolio shareholders will receive a majority of votes cast by
all Series investors; indeed, if other investors hold a majority interest in the
Series, they could have voting control of the Series.

CERTAIN PROVISIONS. Each investor in a Series, including a Portfolio, will be
liable for all obligations of the Series, but not of the other Series. However,
the risk of an investor in a Series incurring financial loss on account of such
liability would be limited to circumstances in which the Series had inadequate
insurance and was unable to meet its obligations out of its assets. Upon
liquidation of a Series, investors would be entitled to share pro rata in the
net assets of the Series available for distribution to investors.

SHARE PRICES AND NET ASSET VALUE

The Guardian Portfolio's shares are bought or sold at a price that is
the Portfolio's net asset value ("NAV") per share. The NAVs for the Portfolio
and its corresponding Series are calculated by subtracting liabilities from
total assets (in the case of the Series, the market value of the securities the
Series holds plus cash and other assets; in the case of the Portfolio, its
percentage interest in its corresponding Series, multiplied by the Series' NAV,
plus any other assets). The Portfolio's per share NAV is calculated by dividing
its NAV by the number of Portfolio shares outstanding and rounding the result to
the nearest full cent.

The Portfolio and its corresponding Series calculate their NAVs as of
the close of regular trading on The New York Stock Exchange ("NYSE"), usually 4
p.m. Eastern time.

AMT Guardian Investments values its equity securities (including
options) listed on the NYSE, the American Stock Exchange ("AMex"), 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 reported sale of such a security on that day, that
security is valued at the mean between its closing bid and asked prices. The
Series value all other securities and assets, including restricted securities,
by a method that the trustees of Managers Trust believe accurately reflects fair
value.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

Dividends and Other Distributions

The Guardian Portfolio annually distributes substantially all of its
share of its corresponding Series' net investment income (net of the Portfolio's
expenses), net realized capital gains from investment transactions, and net
realized gains from foreign currency transactions, if any, normally in February.

The Portfolio offers its shares solely to separate accounts of the Life
Companies. All dividends and other distributions are distributed to the separate
accounts and will be automatically invested in Trust shares. Dividends and other
distributions made by the Portfolio to the separate accounts are taxable, if at
all, to the extent described in the prospectuses for the Variable Contracts.

Tax Status

Each Portfolio is treated as a separate entity for Federal income tax
purposes and intends to qualify annually for treatment as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended ("Code"), so that it will be relieved of Federal income tax on that part
of its investment company taxable income (generally consisting of net investment
income, net short-term capital gain and net gains from certain foreign currency
transactions) and net capital gain (the excess of net long-term capital gain
over net short-term capital loss) that is distributed to its shareholders. Each
Portfolio intends to distribute all of its net income and gains to its
shareholders each year.

Certain Portfolios and Series of the Trust and Managers Trust have
received a ruling from the Internal Revenue Service that each Portfolio, as an
investor in a corresponding Series of Managers Trust, will be deemed to own a
proportionate share of the Series' assets and income for purposes of determining
whether the Portfolio qualifies as a regulated investment company. That ruling
also concluded that each such Series will be treated as a separate partnership
for Federal income tax purposes and will not be a "publicly traded partnership,"
with the result that none of those Series will be subject to Federal income tax
(and, instead, each investor therein will take into account in determining its
Federal income tax liability its share of the Series' income, gains, losses,
deductions, and credits). AMT Guardian Investments and the Guardian Portfolio
have applied or will apply for a similar ruling.

The foregoing is only a summary of some of the important Federal income
tax considerations generally affecting the Portfolios and their shareholders;
see the SAI for a more detailed discussion. Prospective shareholders are urged
to consult their tax advisers.

SPECIAL CONSIDERATIONS

The Portfolios serve as the underlying investments for Variable
Contracts issued through separate accounts of the Life Companies which may or
may not be affiliated. See "Distribution and Redemption of Trust Shares" in this
Prospectus.

Section 817(h) of the Code imposes certain diversification standards on
the underlying assets of segregated asset accounts that fund contracts such as
the Variable Contracts (that is, the assets of the Series), which are in
addition to the diversification requirements imposed on the Portfolios by the
1940 Act and Subchapter M of the Code. Failure to satisfy those standards would
result in imposition of Federal income tax on a Variable Contract owner with
respect to the increase in the value of the Variable Contract. Section 817(h)(2)
provides that a segregated asset account that funds contracts such as the
Variable Contracts is treated as meeting the diversification standards if, as of
the close of each calendar quarter, the assets in the account meet the
diversification requirements for a regulated investment company and no more than
55% of those assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.

The Treasury Regulations amplify the diversification standards set
forth in Section 817(h) and provide an alternative to the provision described
above. Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.

AMT Guardian Investments will be managed with the intention of
complying with these diversification requirements. It is possible that, in order
to comply with these requirements, less desirable investment decisions may be
made which would affect the investment performance of the Portfolio.

Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, certain
Portfolios and Series of the Trust and Managers Trust have received a ruling
from the Internal Revenue Service concluding that the "look-through" rule of
Section 817, which would permit the segregated asset accounts to look through to
the underlying assets of the Series, will be available for the variable contract
diversification test. AMT Guardian Investments and the Guardian Portfolio have
applied or will apply for a similar ruling.

MANAGEMENT AND ADMINISTRATION

Trustees and Officers

The trustees of the Trust and Managers Trust, who are currently the
same individuals, have overall responsibility for the operations of each
Portfolio and each Series, respectively. The SAI contains general background
information about each trustee and officer of the Trust and Managers Trust. The
officers of the Trust and Managers Trust who are officers and/or directors of
N&B Management and/or principals of Neuberger&Berman serve without compensation
from the Portfolios or the Series. The trustees of the Trust and Managers Trust,
including a majority of those trustees who are not "interested persons" (as
defined in the 1940 Act) of the Trust or Managers Trust, have adopted written
procedures reasonably appropriate to deal with potential conflicts of interest,
including, if necessary, creating a separate board of trustees of Managers
Trust.

Investment Manager, Administrator, Sub-Adviser and Distributor

N&B Management serves as the investment manager of the Series, as
administrator of the Portfolio, and as distributor of the shares of the
Portfolio. N&B Management and its predecessor firms have specialized in the
management of no-load mutual funds since 1950. In addition to serving the nine
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 one other investment company. These funds had aggregate
net assets of approximately $15.2 billion as of December 31, 1996.

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
portfolio securities and the sale of covered call options. Neuberger&Berman and
its affiliates, including N&B Management, manage securities accounts that had
approximately $44.7 billion of assets as of December 31, 1996. All of the voting
stock of N&B Management is owned by individuals who are principals of
Neuberger&Berman.

Kent C. Simons and Kevin L. Risen are primarily responsible for the
day-to-day management of AMT Guardian Investments. Mr. Simons and Mr. Risen are
Vice Presidents of N&B Management and principals of Neuberger&Berman. Mr. Simons
has had responsibility for the Neuberger&Berman Guardian Portfolio and the
Neuberger&Berman Guardian Fund's predecessor since 1983. Mr. Risen has had those
responsibilities since 1996. Mr. Risen has been a portfolio manager for
Neuberger&Berman since 1995. He was a research analyst at Neuberger&Berman from
1992 to 1995; from 1990 to 1992, he was a research analyst at another prominent
financial services firm.

N&B Management serves as distributor in connection with the offering of
the Portfolio's shares. In connection with the sale of the Portfolio's shares,
the 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 the Portfolio's Prospectus and
is not responsible for any information given or any statements or
representations made by the Life Companies or by brokers or salespersons in
connection with Variable Contracts.

Neuberger&Berman acts as the principal broker for the Series to the
extent a broker is used 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, the Series seeks to obtain
the best price and execution of orders. For more information, see the SAI.

The principals and employees of Neuberger&Berman and officers and
employees of N&B Management, together with their families, have invested over
$100 million of their own money in Neuberger&Berman Funds.

To mitigate the possibility that the Series will be adversely affected
by personal trading of employees, the Trust, Managers Trust, N&B Management, and
Neuberger&Berman have adopted policies that regulate securities trading in
personal accounts of the portfolio managers and others who normally come into
possession of information on portfolio transactions. These policies comply, in
all material respects, with the recommendations of the Investment Company
Institute.

Expenses

N&B Management provides investment management services to the Series
that include, among other things, making and implementing investment decisions
and providing facilities and personnel necessary to operate the Series. N&B
Management provides administrative services to the Portfolio that include
furnishing similar facilities and personnel for the Portfolio. With the
Portfolio's consent, N&B Management is authorized to subcontract some of its
responsibilities under its administration agreement with the Portfolio to third
parties. For such administrative and investment management services, N&B
Management is paid the following fees:

Fees (as percentage of average daily net assets)

Management Administration
(Series) (Portfolio)

GUARDIAN 0.55% of first $250 million 0.30%
0.525% of next $250 million
0.50% of next $250 million
0.475% of next $250 million
0.45% of next $500 million
0.425% of over $1.5 billion

============================================================================

The Portfolio bears all expenses of its operations other than those
borne by N&B Management as administrator of the Portfolio and as distributor of
its shares. The Series bears all expenses of its operations other than those
borne by N&B Management as investment manager of the Series. These expenses
include, but are not limited to, for the Portfolio and the Series, accounting
and legal fees, and compensation for trustees who are not affiliated with N&B
Management; for the Portfolio, transfer agent fees and the cost of printing and
sending reports and proxy materials to shareholders; and for the Series,
custodial fees for securities. Any expenses which are not directly attributable
to a specific Series of Managers Trust are allocated on the basis of the net
assets of the respective Series.

Expense Limitation

N&B Management has voluntarily undertaken to limit the Portfolio's
expenses by reimbursing the Portfolio for its total operating expenses and its
pro rata share of its corresponding Series' total operating expenses, including
the compensation of N&B Management, and excluding taxes, interest, extraordinary
expenses, brokerage commissions and transaction costs, that exceed, in the
aggregate, 1.00% per annum of the Portfolio's average daily net asset value.
This undertaking is subject to termination on 60 days' prior written notice to
the Portfolio. The Portfolio has in turn agreed to repay N&B Management through
December 31, 1999, for the excess operating expenses N&B Management reimbursed
to the Portfolio, so long as the Portfolio's annual operating expenses during
that period do not exceed the expense limitation.

The effect of any expense limitation by N&B Management is to reduce
operating expenses of the Portfolio and its corresponding Series and thereby
increase total return.

Transfer and Dividend Paying Agent

State Street Bank and Trust Company ("State Street"), Boston,
Massachusetts, acts as transfer and dividend paying agent for the Portfolio and
in so doing performs certain bookkeeping, data processing and administrative
services. All correspondence should be sent to State Street Bank & Trust
Company, P.O. Box 1978, Boston, MA 02105. State Street provides similar services
to the Series as the Series' transfer agent. State Street also acts as the
custodian of the Series' and the Portfolio's assets.

DISTRIBUTION AND REDEMPTION OF TRUST SHARES

Distribution and Redemption of Trust Shares

Shares of the Trust are issued and redeemed in connection with
investments in and payments under the Variable Contracts issued through separate
accounts of the Life Companies which may or may not be affiliated with the
Trust. Shares of the one Portfolio of the Trust are also offered directly to
Qualified Plans. Shares of the Trust are purchased and redeemed at net asset
value.

The Boards of Trustees of the Trust and Managers Trust have undertaken
to monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, it is theoretically
possible that the interests of various Variable Contract owners participating in
the Trust and Managers Trust and the interests of Qualified Plans investing in
the Trust and Managers Trust may conflict. If such a conflict were to occur, one
or more Life Company separate accounts or Qualified Plans might withdraw its
investment in the Trust.
This might force the Trust to sell portfolio securities at disadvantageous
prices.

Redemptions will be effected by the separate accounts to meet
obligations under the Variable Contracts and by the Qualified Plans. Contract
owners do not deal directly with the Trust with respect to acquisition or
redemption of shares. The trustees of the Trust may refuse to sell shares of any
Portfolio to any person, or suspend or terminate the offering of shares of any
Portfolio if such action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the trustees acting in good faith
and in light of their fiduciary duties under federal and any applicable state
laws, necessary in the best interests of the shareholders of such Portfolio.

Distribution Plan

The Board of Trustees of the Trust has adopted a non-fee Distribution
Plan for each Portfolio of the Trust.

The Distribution Plan recognizes that N&B Management may use its assets
and resources, including its profits from administration fees paid by a
Portfolio, to pay expenses associated with the distribution of Portfolio shares.
However, N&B Management will not receive any separate fees for such expenses. To
the extent that any payments made by a Portfolio should be deemed to be indirect
financing of any activity primarily intended to result in the sale of shares of
the Portfolio within the context of Rule 12b-1 under the 1940 Act, then such
payments shall be deemed to be authorized by the Distribution Plan.

Under the Distribution Plan, the Portfolio will require N&B Management
to provide the Trust with quarterly reports of the amounts expended in
connection with financing any activity primarily intended to result in the sale
of Portfolio shares, and the purpose for which such expenditure was made. The
Distribution Plan may be terminated as to a particular Portfolio at any time by
a vote of a majority of the independent trustees of the Trust or by a vote of a
majority of the outstanding voting securities of that Portfolio. The
Distribution Plan does not require N&B Management to perform any specific type
or level of distribution activities or to incur any specific level of expenses
for activities primarily intended to result in the sale of shares of the
Portfolio.

SERVICES

N&B Management may use its assets and resources, including its profits
from administration fees paid by a Portfolio, to pay Life Companies for services
rendered to current and prospective owners of Variable Contracts. These may
include the provision of support services such as providing information about
the Trust and the Portfolios, the delivery of Trust documents, and other
services. Any such payments are made by N&B Management, and not by the Trust,
and N&B Management does not receive any separate fees for such expenses.

DESCRIPTION OF INVESTMENTS

In addition to the securities referred to in "Investment Program"
herein, AMT Guardian Investments, as indicated below, may make the following
investments, among others, individually or in combination, although the Series
may not necessarily buy any or all of the types of securities or use any or all
of the investment techniques that are described. These investments may be
limited by the requirements with which the Series must comply if the Portfolio
is to qualify as a regulated investment company for tax purposes. The use of
hedging or other techniques is discretionary and no representation is made that
the risk of the Series will be reduced by the techniques discussed in this
section. For additional information on the following investments and on other
types of investments the Series may make, see the SAI.

U.S. GOVERNMENT AND AGENCY SECURITIES. U.S. Government securities are
obligations of the U.S. Treasury backed by the full faith and credit of the
United States. U.S. Government Agency securities are issued or guaranteed by
U.S. Government agencies, instrumentalities, or other U.S. Government-sponsored
enterprises, such as the Government National Mortgage Association ("GNMA"),
Fannie Mae, formerly Federal National Mortgage Association ("FNMA"), Federal
Home Loan Mortgage Corporation ("FHLMC"), Student Loan Marketing Association
("SLMA"), 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 and Agency
securities are not guaranteed by the government and generally fluctuate
inversely with changing interest rates.

ILLIQUID SECURITIES. The Series may invest up to 10% of its net assets in
securities that are illiquid, in that they cannot be expected to be sold within
seven days at approximately the price at which they are valued. Due to the
absence of an active trading market, the Series may experience difficulty in
valuing or disposing of illiquid securities. N&B Management determines the
liquidity of the Series' securities, under supervision of the trustees of
Managers Trust. Securities which are freely tradeable in their country of origin
or in their principal market will not be considered illiquid securities even if
they are not registered for sale in the U.S.

FOREIGN SECURITIES. The Series may invest in U.S. dollar-denominated foreign
securities. Foreign securities are those of issuers organized and doing business
principally outside the U.S., including non-U.S. governments, their agencies,
and instrumentalities. The Series may also invest in foreign securities
denominated in or indexed to foreign currencies, which may also be affected by
the fluctuation of the foreign currencies relative to the U.S. dollar,
irrespective of the performance of the underlying investment. N&B Management
considers these factors in making investments for the Series. In addition, the
Series 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 fails to
predict foreign currency values correctly.

The Series may only invest up to 10% of the value of its total assets,
measured at the time of investment, in foreign securities that are issued by
non-U.S. entities. The 10% limitation does not apply with respect to foreign
securities that are denominated in U.S. dollars, including American Depositary
Receipts (ADRs). Foreign securities (including those denominated in U.S. dollars
and ADRs) are affected by political or economic developments in foreign
countries.

The Series may invest in ADRs, European Depositary Receipts (EDRs),
Global Depositary Receipts (GDRs), and International Depositary Receipts (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; potentially adverse local, political, economic, social, or
diplomatic developments, the investment significance of which may be difficult
to discern; limitations on the movement of funds or other assets of the Series
between different countries; difficulties in invoking legal process abroad and
enforcing contractual obligations; and the difficulty of assessing economic
trends in foreign countries. Investment in foreign securities also involves
higher brokerage and custodian expenses than does investment in domestic
securities.

In addition, investing in securities of foreign companies and
governments may involve other risks which are not ordinarily associated with
investing in domestic securities. These risks include changes in currency
exchange rates and currency exchange control regulations or other foreign or
U.S. laws or restrictions applicable to such investments or devaluations of
foreign currencies. A decline in the exchange rate would reduce the value of
certain portfolio securities irrespective of the performance of the underlying
investment. In addition, the Series may incur costs in connection with
conversion between various currencies. Investments in depositary receipts
(whether or not denominated in U.S. dollars) may be subject to exchange controls
and changes in rates of exchange with the U.S. dollar because the underlying
security is usually denominated in foreign currency. All of the foregoing risks
may be intensified in emerging industrialized and less developed countries.

JAPANESE INVESTMENTS. The Series may invest a portion of its assets in
securities of Japanese issuers. The performance of the Series may therefore be
affected by events affecting the Japanese economy and the exchange rate between
the Japanese yen and the U.S. dollar. Japan has experienced a severe recession,
including a decline in real estate values and other events that adversely
affected the balance sheets of many financial institutions and indicate that
there may be structural weaknesses in the Japanese financial system. The effects
of this economic downturn may be felt for a considerable period and are being
exacerbated by the currency exchange rate. Japan is undergoing a period of
political instability, which may under cut its ability to promptly resolve
trading disputes with the U.S. Japan is heavily dependent on foreign oil. Japan
is located in a seismically active area, and severe earthquakes may damage
important elements of the country's infrastructure. 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 CURRENCY TRANSACTIONS. The Series may enter into forward contracts in
order to protect against adverse changes in foreign currency exchange rates, to
facilitate transactions in foreign securities and to repatriate dividend or
interest income received in foreign currencies. The Series may enter into
contracts to purchase foreign currencies to protect against an anticipated rise
in the U.S. dollar price of securities it intends to purchase. The Series may
also enter into contracts to sell foreign currencies to protect against a
decline in value of its foreign currency denominated portfolio securities due to
a decline in the value of foreign currencies against the U.S. dollar. Contracts
to sell foreign currency could limit any potential gain which might be realized
by the Series if the value of the hedged currency increased.

If the Series enters into a forward contract to sell foreign currency,
it may be required to place cash, fixed income or equity securities in a
segregated account in an amount equal to the value of the Series' total assets
committed to the consummation of the forward contract. Although these contracts
can protect the Series from adverse exchange rates, they involve risk of loss if
N&B Management fails to predict foreign currency values correctly.

CALL OPTIONS. The Series may try to reduce the risk of securities price changes
(hedge) or generate income by writing (selling) covered call options against
securities held in its portfolio having a market value not exceeding 10% of its
net assets and may purchase call options in related closing transactions. The
purchaser of a call option acquires the right to buy a portfolio security at a
fixed price during a specified period. The maximum price the seller may realize
on the security during the option period is the fixed price. The seller
continues to bear the risk of a decline in the security's price, although this
risk is reduced by the premium received for writing the option.

The writing of options is a highly specialized activity which involves
investment techniques and risks different from those associated with ordinary
portfolio securities transactions including transactional expense, price
volatility and a high degree of leverage. The writing of options could result in
significant increases in the Series' turnover rate.

The primary risks in using call options are (1) imperfect correlation
or no correlation between changes in market value of the securities or
currencies held by the Series and the prices of the options; (2) possible lack
of a liquid secondary market for options and the resulting inability to close
out an options contract when desired; (3) the fact that the use of options is a
highly specialized activity that involves skills, techniques and risks
(including price volatility and a high degree of leverage) different from those
associated with the selection of the Series' securities; (4) the fact that,
although use of options for hedging purposes can reduce the risk of loss, it
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 options. When the
Series uses options, the Series will place cash, fixed income or equity
securities in a segregated account, or will "cover" its position to the extent
required by SEC staff policy. Options are considered derivatives.

REPURCHASE AGREEMENTS/SECURITIES LOANS. The Series may enter into repurchase
agreements and lend securities from its portfolio. In a repurchase agreement,
the Series buys a security from a Federal Reserve member bank, or a securities
dealer and simultaneously agrees to sell it back at a higher price, at a
specified date, usually less than a week later. The underlying securities must
fall within the Series' investment policies and limitations (but not limitations
as to maturity or duration). The Series also may lend portfolio securities to
banks, brokerage firms, or institutional investors to earn income. Costs, delays
or losses could result if the selling party to a repurchase agreement or the
borrower of portfolio securities becomes bankrupt or otherwise defaults. N&B
Management monitors the creditworthiness of borrowers and repurchase agreement
sellers.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the Series
sells securities to a bank or securities dealer and at the same time agrees to
repurchase the same securities at a higher price on a specific date. During the
period before the repurchase, the Series continues to receive principal and
interest payments on the securities. The Series will place cash, fixed income or
equity securities in a segregated account to cover its obligations under reverse
repurchase agreements. During the period before the repurchase, the Series
forgoes principal and interest payments on the securities. The Series is
compensated by the difference between the current sales price and the forward
price for the future purchase (often referred to as the "drop"), as well as by
the interest earned on the cash proceeds of the initial sale. Reverse repurchase
agreements and dollar rolls may increase fluctuations in the Series' and the
Portfolio's NAV and may be viewed as a form of leverage. N&B Management monitors
the creditworthiness of parties to reverse repurchase agreements.

CONVERTIBLE SECURITIES. The Series may invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock, or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula.

OTHER INVESTMENTS. Although the Series ordinarily invests primarily in common
stocks, when market conditions warrant it may invest in preferred stocks,
securities convertible into or exchangeable for common stocks, U.S. Government
and Agency Securities, investment grade debt securities, commercial paper, or
money market instruments, or may retain assets in cash or cash equivalents. The
value of fixed-income securities in which the Series may invest is likely to
decline in times of rising market interest rates. Conversely, when rates fall,
the value of the Series' fixed income investments is likely to rise.

SHORT SALES AGAINST-THE-BOX. The Series may make short sales against-the-box. A
short sale is "against-the-box" when, at all times during which a short position
is open, the Series owns an equal amount of such securities, or owns securities
giving it the right, without payment of future consideration, to obtain an equal
amount of securities sold short. Short selling against-the-box may defer
recognition of gains and losses into a later tax period.

RESTRICTED SECURITIES AND RULE 144A SECURITIES. The Series may invest in
restricted securities and Rule 144A securities. Restricted securities cannot be
sold to the public without registration under the Securities Act of 1933, as
amended ("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. Foreign
securities that are freely tradeable in their principal market are not
considered restricted securities even if they are not registered for sale in the
United States. Unregistered securities may also be sold abroad pursuant to
Regulation S under the 1933 Act. N&B Management, acting pursuant to guidelines
established by the trustees of Managers Trust, may determine that some
restricted or Rule 144A securities are liquid.

USE OF JOINT STATEMENT OF ADDITIONAL INFORMATION

The Portfolio and its corresponding Series each acknowledges that it is
solely responsible for all information or lack of information about the
Portfolio and Series that may be contained in the combined SAI, and no other
Portfolio or Series is responsible therefor. The trustees of the Trust and of
Managers Trust have considered this factor in approving the Portfolio's and
Series' use of a combined SAI.

<PAGE>

MID-CAP GROWTH PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST
Prospectus
October 15, 1997

<PAGE>

Neuberger&Berman

ADVISERS MANAGEMENT TRUST

Mid-Cap Growth Portfolio

- ---------------------------------

THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE MID-CAP GROWTH
PORTFOLIO ONLY.

Each Portfolio invests all of its net investable assets in its
corresponding series (each a "Series") of Advisers Managers Trust ("Managers
Trust"), an open-end management investment company. AMT Mid-Cap Growth
Investments, the Mid-Cap Growth Portfolio's corresponding Series, is managed by
Neuberger&Berman Management Incorporated ("N&B Management"). AMT Mid-Cap Growth
Investments invests in securities in accordance with an investment objective,
policies, and limitations identical to those of the Mid-Cap Growth Portfolio.
The investment performance of the Mid-Cap Growth Portfolio will directly
correspond with the investment performance of AMT Mid-Cap Growth Investments.
This "master/feeder fund" structure is different from that of many other
investment companies which directly acquire and manage their own portfolios of
securities. For more information on this unique structure that you should
consider, see "Special Information Regarding Organization, Capitalization, and
Other Matters" on page ___.

<PAGE>

Please read this Prospectus before investing in the Mid-Cap Growth
Portfolio and keep it for future reference. It contains information about the
Mid-Cap Growth Portfolio that a prospective investor should know before
investing. A Statement of Additional Information ("SAI") about the Portfolio and
the Series, dated October 15, 1997, is on file with the Securities and Exchange
Commission. The SAI is incorporated herein by reference (so it is legally
considered a part of this Prospectus). You can obtain a free copy of the SAI by
writing the Trust at 605 Third Avenue, 2nd Floor, New York, NY 10158-0180, or by
calling the Trust at 800-877-9700.

The SEC maintains an internet site at http://www.sec.gov that contains
the Prospectus, SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

The purchaser of a Variable Contract should read this Prospectus in
conjunction with the prospectus for his or her Variable Contract

Date of Prospectus: October 15, 1997

<PAGE>

TABLE OF CONTENTS
Page

SUMMARY...................................................................1
The Portfolios and Series........................................1
Risk Factors.........................................................1
Management.......................................................2
The Neuberger&Berman Investment Approach.........................2

INVESTMENT PROGRAM........................................................2
AMT Mid-Cap Growth Investments...................................3
Short-Term Trading; Portfolio Turnover...........................4
Other Investments................................................4
Ratings of Debt Securities.......................................4
Borrowings.......................................................5

PERFORMANCE INFORMATION...................................................6

INFORMATION REGARDING ORGANIZAITON,
CAPITALEZATION, AND OTHER MATTERS.........................................6
The Portfolios...................................................6
The Series.......................................................7

SHARE PRICES AND NET ASSET VALUE..........................................9

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS.............................9
Dividends and Other Distributions................................9
Tax Status.......................................................9

SPECIAL CONSIDERATIONS...................................................10

MANAGEMENT AND ADMINISTRATION............................................11
Trustees and Officers...........................................11
Investment Manager, Administrator, Sub-Adviser and
Distributor....................................................11
Expenses........................................................12
Expense Limitation..............................................13
Transfer and Dividend Paying Agent..............................13

DISTRIBUTION AND REDEMPTION OF TRUST SHARES..............................14
Distribution and Redemption of Trust Shares.....................14
Distribution Plan...............................................14

SERVICES.................................................................15

DESCRIPTION OF INVESTMENTS...............................................15

USE OF JOINT STATEMENT OF ADDITIONAL INFORMATION.........................20

<PAGE>

SUMMARY

The Portfolios and Series

Each Portfolio of the Trust invests in a corresponding Series of
Managers Trust that, in turn, invests in securities in accordance with an
investment objective, policies, and limitations that are identical to those of
the Portfolio. The trustees of the Trust believe that this "master/feeder fund"
structure may benefit shareholders. For more information about the organization
of the Portfolios and the Series, including certain features of the
master/feeder fund structure, see "Special Information Regarding Organization,
Capitalization, and Other Matters" on page __. For more details about AMT
Mid-Cap Growth Investments, its investments and their risks, see "Investment
Program" on page __, "Ratings of Debt Securities" on page __, "Borrowings" on
page __, and "Description of Investments" on page __.

A summary of important features of the Mid-Cap Growth Portfolio and its
corresponding Series appears below. You should also read the complete
descriptions of the Portfolio's and its corresponding Series' investment
objectives and policies, which begin on page __, and related information. Of
course, there can be no assurance that the Portfolio will meet its investment
objective.
<TABLE>
<S> <C> <C>

Neuberger&Berman Investment Principal Series
Advisers Management Trust Objective Investments

MID-CAP GROWTH PORTFOLIO Capital appreciation Equity securities of medium sized
companies under normal market conditions
===================================================================================================
</TABLE>

Risk Factors

An investment in any Portfolio involves certain risks, depending upon
the types of investments made by its corresponding Series. Special risk factors
apply to investments, which may be made by AMT Mid-Cap Growth Investments, in
foreign securities, options and futures contracts, zero coupon bonds and debt
securities rated below investment grade.

AMT Mid-Cap Growth Investments may invest up to 10% of its net assets,
measured at the time of investment, in corporate debt securities that are below
investment grade or, if unrated, deemed by N&B Management to be of comparable
quality ("comparable unrated securities"). Securities that are 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 Debt Securities" in this Prospectus and "Fixed Income Securities" in
the SAI.

As part of its strategy to achieve long-term capital appreciation, AMT
Mid-Cap Growth Investments may invest up to 20% of its net assets in securities
of issuers organized and doing business principally outside the United States.
This limitation does not apply with respect to foreign securities that are
denominated in U.S. dollars. The risks of investing in foreign securities
include, but are not limited to, possible adverse political and economic
developments in a particular country, differences between foreign and U.S.
regulatory systems, and foreign securities markets that are smaller and less
well regulated than those in the United States. There is often less information
publicly available about foreign issuers, and many foreign countries do not
follow the financial accounting standards used in the United States. Such risks
may be greater in emerging industrialized and less developed countries. Most of
the foreign securities held by the Series are likely to be denominated in
foreign currencies, and the value of these investments can be adversely affected
by fluctuations in foreign currency values. Some foreign currencies can be
volatile and may be subject to governmental controls or intervention. The Series
may use techniques such as options, futures, and forward foreign currency
exchange contracts for hedging or in furtherance of the Series' investment
objective. The use of these strategies may entail special risks. See
"Borrowings" and "Description of Investments" in this Prospectus.

Management

N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Mid-Cap Growth
Investments. N&B Management also provides administrative services to the Series
and the Portfolio and acts as distributor of the shares of the Portfolio. See
"Management and Administration" in this Prospectus.

The Neuberger&Berman Investment Approach

AMT Mid-Cap Growth Investments is normally managed using a
growth-oriented investment approach. A growth approach seeks stocks of companies
that N&B Management projects will grow at above-average rates and faster than
others expect. While a growth portfolio manager may be willing to pay a higher
multiple of earnings per share than a value manager, the multiple tends to be
reasonable relative to the manager's expectation of the company's earnings
growth rate.

In selecting equity securities for AMT Mid-Cap Growth Investments, N&B
Management will consider, among other factors, an issuer's financial strength,
competitive position, projected future earnings, management strength and
experience, reasonable valuations, and other investment criteria.

INVESTMENT PROGRAM

The investment policies and limitations of the Mid-Cap Growth Portfolio
and its corresponding Series, AMT Mid-Cap Growth Investments, are identical. The
Portfolio invests only in its corresponding Series. Therefore, the following
shows you the kinds of securities in which AMT Mid-Cap Growth Investments
invests. For an explanation of some types of investments, see "Description of
Investments" on page __.

Investment policies and limitations of the Mid-Cap Growth Portfolio and
its corresponding Series are not fundamental unless otherwise specified in this
Prospectus or the SAI. Fundamental policies and limitations may not be changed
without shareholder approval. A non-fundamental policy or limitation may be
changed by the trustees of the Trust without shareholder approval. There can be
no assurance that the Series and the Portfolio will achieve their objectives.
The Portfolio, by itself, does not represent a comprehensive investment program.

Additional investment techniques, features, and limitations concerning
AMT Mid-Cap Growth Investments' investment program are described in the SAI.

AMT Mid-Cap Growth Investments

The investment objective of AMT Mid-Cap Growth Investments and its
corresponding Portfolio is to seek capital appreciation. This investment
objective is not fundamental and may be changed by the approval of a majority of
the Trustees of the Trust and Managers Trust.

The Series invests in a diversified portfolio of common stocks believed
to have the maximum potential for long-term above-average capital appreciation.
Under normal conditions, the Series primarily invests in the common stocks of
medium capitalization companies. Companies with equity market capitalizations
from $300 million to $10 billion at the time of investment are considered
"medium capitalization" companies. The Trust and Managers Trust may revise this
definition based on market conditions. Although the Series will invest primarily
in the common stocks of medium-capitalization companies, investments may be made
in the securities of larger, widely traded companies as well as smaller, less
well-known companies. At times, markets may favor the relative safety of larger
capitalization securities and the greater growth potential of smaller
capitalization securities over medium-capitalization securities. The Series does
not seek to invest in securities that pay dividends or interest, and any such
income is incidental.

Investments in smaller and medium sized companies may present greater
opportunities for capital appreciation, but may involve greater risks and share
price volatility than investments in securities of larger capitalization
companies. These companies may have limited product lines, market or financial
resources, or they may be dependent upon a limited management group. Their
securities may be traded only in the over-the-counter market or on a regional
securities exchange. As a result, such companies may be subject to more abrupt
or erratic market movements than larger, more established companies, and any
such movements may be reflected in the Portfolio's net asset value. Further, the
disposition of securities to meet redemptions may require the Series to sell
these securities at a disadvantageous time, or at disadvantageous prices, or to
make many small sales over a lengthy period of time.

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. The Series' growth investment program involves greater
risks and share price volatility than programs that invest in more undervalued
securities. 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 or cash flow) than an investor focusing primarily on current
fundamental value. The Series also diversifies its investments among companies
and industries.

Although equity securities are normally the Series' primary investment,
up to 10% of the Series' net assets, measured at the time of investment, may be
invested in corporate debt securities that are below investment grade, but rated
at least C by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's
Rating Group ("S&P"), or comparable unrated securities. Securities that are
below investment grade as well as comparable unrated securities are often
considered to be speculative and usually entail greater risk. For more
information on lower-rated securities, see "Ratings of Debt Securities" in this
Prospectus and "Fixed Income Securities" and "Appendix A" in the SAI. Because
the Series may invest up to 20% of its net assets in securities of issuers
organized and doing business principally outside the United States, it may be
subject to increased risks and expenses. See "Foreign Securities" in this
Prospectus and the SAI. The Series may also invest in other instruments, and may
hold a portion of its investment in cash or money market instruments. See
"Description of Investments" in this Prospectus.

Short-Term Trading; Portfolio Turnover

While AMT Mid-Cap Growth Investments does not purchase securities with
the intention of profiting from short-term trading, the Series may sell
portfolio securities when N&B Management believes that such action is advisable.

It is anticipated that the annual portfolio turnover rate of the Series
in some fiscal years may 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).

Other Investments

For temporary defensive purposes, AMT Mid-Cap Growth Investments may
invest up to 100% of its total assets in cash and cash equivalents, U.S.
Government and Agency Securities, commercial paper and certain other money
market instruments, as well as repurchase agreements collateralized by the
foregoing.

To the extent that the Series is invested in temporary defensive
instruments, it will not be pursuing its investment objective.

Ratings of Debt Securities

HIGH QUALITY DEBT SECURITIES. High quality debt securities are securities that
have received a rating from at least one nationally recognized statistical
rating organization ("NRSRO"), such as S&P, Moody's, Fitch Investors Services,
or Duff & Phelps Credit Rating Co. in one of the two highest rating categories
(the highest category in the case of commercial paper) or, if not rated by any
NRSRO, such as U.S. Government and Agency securities, have been determined by
N&B Management to be of comparable quality.

INVESTMENT GRADE DEBT SECURITIES. Investment grade debt securities are those
receiving ratings from at least one NRSRO in one of the four highest rating
categories or, if unrated by any NRSRO, deemed comparable by N&B Management to
such rated securities. Securities rated by Moody's in its fourth highest
category (Baa) may have speculative characteristics; a change in economic
factors could lead to a weakened capacity of the issuer to repay.

LOWER-RATED SECURITIES. Debt securities rated lower than Baa by Moody's or BBB
by S&P and comparable unrated securities are considered to be below investment
grade. AMT Mid-Cap Growth Investments may invest up to 10% of its net assets,
measured at the time of investment, in debt securities that are below investment
grade but rated at least C by Moody's or S&P, or comparable unrated securities.
For purposes of this limit, the definition of investment grade shall be as
described above under "Investment Grade Debt 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 in accordance with
the terms of the obligations. While such securities may be considered
predominantly speculative, as debt securities, they generally have priority over
equity securities of the same issuer and are generally better secured.

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 issuer 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. In the case of lower-rated securities structured as
zero-coupon or pay-in-kind securities, their market prices are affected to a
greater extent by interest rate changes, and therefore tend to be more volatile
than securities that pay interest periodically and in cash. The market for
lower-rated securities may be thinner and less active than for higher-rated
securities. N&B Management will invest in such securities only when it concludes
that the anticipated return to the 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 Appendix A to the SAI.

Further information regarding the ratings assigned to securities
purchased by the Series and their meaning is included in the SAI and in the
Portfolio's and Series' annual report.

Borrowings

AMT Mid-Cap Growth Investments has a fundamental policy that it may not
borrow money, except that it may (1) borrow money from banks for temporary or
emergency purposes and not for leveraging or investment and (2) enter into
reverse repurchase agreements for any purpose, so long as the aggregate amount
of borrowings and reverse repurchase agreements does not exceed one-third of the
Series' total assets (including the amount borrowed) less liabilities (other
than borrowings). The Series does not expect to borrow money. As a
non-fundamental policy, the Series may not purchase portfolio securities if its
outstanding borrowings, including reverse repurchase agreements, exceed 5% of
its total assets.

PERFORMANCE INFORMATION

Performance information for the Mid-Cap Growth Portfolio may be
presented from time to time in advertisements and sales literature. The
Portfolio's "yield" is calculated by dividing the Portfolio's annualized net
investment income during a recent 30-day period by the Portfolio's net asset
value on the last day of the period. The Portfolio's total return is quoted for
the one-year period, the five-year period and ten-year period through the most
recent calendar quarter and is determined by calculating the change in value of
a hypothetical $1,000 investment in the Portfolio for each of those periods.
Total return calculations assume reinvestment of all Portfolio dividends and
distributions from net investment income and net realized gains, respectively.

INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER MATTERS

The Portfolios

DESCRIPTION OF SHARES. Each Portfolio is authorized to issue an unlimited number
of shares of beneficial interest (par value $0.001 per share). Shares of each
Portfolio represent equal proportionate interests in the assets of that
Portfolio only and have identical voting, dividend, redemption, liquidation and
other rights. All shares issued are fully paid and non-assessable under Delaware
law, and shareholders have no preemptive or other right to subscribe to any
additional shares.

The Series

SHARE PRICES AND NET ASSET VALUE

The Mid-Cap Growth Portfolio's shares are bought or sold at a price
that is the Portfolio's net asset value ("NAV") per share. The NAVs for the
Portfolio and its corresponding Series are calculated by subtracting liabilities
from total assets (in the case of the Series, the market value of the securities
the Series holds plus cash and other assets; in the case of the Portfolio, its
percentage interest in its corresponding Series, multiplied by the Series' NAV,
plus any other assets). The Portfolio's per share NAV is calculated by dividing
its NAV by the number of Portfolio shares outstanding and rounding the result to
the nearest full cent

The Portfolio and its corresponding Series calculate their NAVs as of
the close of regular trading on the New York Stock Exchange ("NYSE"), usually 4
p.m. Eastern time.

AMT Mid-Cap Growth Investments values its equity securities (including
options) listed on the NYSE, the American Stock Exchange ("AMex"), 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 the NAV is
calculated. If there is no reported sale of such a security on that day, that
security is valued at the mean between its closing bid and asked prices. The
Series values all other securities and assets, including restricted securities,
by a method that the trustees of Managers Trust believe accurately reflects fair
value.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

Dividends and Other Distributions

The Portfolio annually distributes substantially all of its share of
its corresponding Series' net investment income (net of the Portfolio's
expenses), net realized capital gains from investment transactions, and net
realized gains from foreign currency transactions, if any, normally in February.

Tax Status

Certain Portfolios and Series of the Trust and Managers Trust have
received a ruling from the Internal Revenue Service that each Portfolio, as an
investor in a corresponding Series of Managers Trust, will be deemed to own a
proportionate share of the Series' assets and income for purposes of determining
whether the Portfolio qualifies as a regulated investment company. That ruling
also concluded that each such Series will be treated as a separate partnership
for Federal income tax purposes and will not be a "publicly traded partnership,"
with the result that none of those Series will be subject to Federal income tax
(and, instead, each investor therein will take into account in determining its
Federal income tax liability its share of the Series' income, gains, losses,
deductions, and credits). AMT Mid-Cap Growth Investments and the Mid-Cap Growth
Portfolio have applied or will apply for a similar ruling.

SPECIAL CONSIDERATIONS

The Treasury Regulations amplify the diversification standards set
forth in Section 817(h) and provide an alternative to the provision described
above. Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations,
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.

AMT Mid-Cap Growth Investments will be managed with the intention of
complying with these diversification requirements. It is possible that, in order
to comply with these requirements, less desirable investment decisions may be
made which would affect the investment performance of the Portfolio.

Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, certain
Portfolios and Series of the Trust and Managers Trust have received a ruling
from the Internal Revenue Service concluding that the "look-through" rule of
Section 817, which would permit the segregated asset accounts to look through to
the underlying assets of the Series, will be available for the variable contract
diversification test. AMT Mid-Cap Growth Investments and the Mid-Cap Growth
Portfolio have applied or will apply for a similar ruling.

MANAGEMENT AND ADMINISTRATION

Trustees and Officers

Investment Manager, Administrator, Sub-Adviser and Distributor

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
portfolio securities and the sale of covered call options. Neuberger&Berman and
its affiliates, including N&B Management, manage securities accounts that had
approximately $44.7 billion of assets as of December 31, 1996. All of the voting
stock of N&B Management is owned by individuals who are principals of
Neuberger&Berman.

Jennifer K Silver and Brooke A. Cobb are primarily responsible for the
day-to-day management of AMT Mid-Cap Growth Investments. Ms. Silver is Director
of the Neuberger&Berman Growth Equity Group, and both she and Mr. Cobb are Vice
Presidents of N&B Management. Ms. Silver is a principal of Neuberger&Berman.
Both Ms. Silver and Mr. Cobb have had responsibility for AMT Mid-Cap Growth
Investments since its inception in October 1997. Previously, Ms. Silver was a
portfolio manager for several large mutual funds managed by a prominent
investment adviser. Previously, Mr. Cobb was the chief investment officer for an
investment advisory firm managing individual accounts from 1995 to 1997 and,
from 1992 to 1995, a portfolio manager of a large mutual fund managed by a
prominent adviser.

Expenses

Fees (as percentage of average daily net assets)

Management Administration
(Series) (Portfolio)
MID-CAP GROWTH 0.55% of first $250 million 0.30%
0.525% of next $250 million
0.50% of next $250 million
0.475% of next $250 million
0.45% of next $500 million
0.425% of over $1.5 billion

Expense Limitation

The effect of any expense limitation by N&B Management is to reduce
operating expenses of the Portfolio and its corresponding Series and thereby
increase total return.

Transfer and Dividend Paying Agent

DISTRIBUTION AND REDEMPTION OF TRUST SHARES

Distribution and Redemption of Trust Shares.

Shares of the Trust are issued and redeemed in connection with
investments in and payments under the Variable Contracts issued through separate
accounts of the Life Companies which may or may not be affiliated with the
Trust. Shares of one Portfolio of the Trust are also offered directly to
Qualified Plans. Shares of the Trust are purchased and redeemed at net asset
value.

The Boards of Trustees of the Trust and Managers Trust have undertaken
to monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, it is theoretically
possible that the interests of various Variable Contract owners participating in
the Trust and Managers Trust and the interests of Qualified Plans investing in
the Trust and Managers Trust may conflict. If such a conflict were to occur, one
or more Life Company separate accounts or Qualified Plans might withdraw its
investment in the Trust. This might force the Trust to sell portfolio securities
at disadvantageous prices.

Distribution Plan

The Board of Trustees of the Trust has adopted a non-fee Distribution
Plan for each Portfolio of the Trust.

SERVICES

DESCRIPTION OF INVESTMENTS

In addition to the securities referred to in "Investment Programs"
herein, AMT Mid-Cap Growth Investments, as indicated below, may make the
following investments, among others, individually or in combination, although
the Series may not necessarily buy any or all of the types of securities or use
any or all of the investment techniques that are described. These investments
may be limited by the requirements with which the Series must comply if the
Portfolio is to qualify as a regulated investment company for tax purposes. The
use of hedging or other techniques is discretionary and no representation is
made that the risk of the Series will be reduced by the techniques discussed in
this section. For additional information on the following investments and on
other types of investments the Series may make, see the SAI.

ILLIQUID SECURITIES. The Series may invest up to 15% of its net assets in
securities that are illiquid, in that they cannot be expected to be sold within
seven days at approximately the price at which they are valued. Due to the
absence of an active trading market, the Series may experience difficulty in
valuing or disposing of illiquid securities. N&B Management determines the
liquidity of the Series' securities, under supervision of the trustees of
Managers Trust. Securities which are freely tradable 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.

The Series may invest up to 20% of the value of its total assets,
measured at the time of investment, in foreign securities that are issued by
non-U.S. entities. The 20% 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.

The Series 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 United States. 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; potentially adverse local, political, economic, social, or
diplomatic developments, the investment significance of which may be difficult
to discern; 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.

FOREIGN CORPORATE AND GOVERNMENT DEBT SECURITIES. The Series may invest in
foreign corporate and government debt securities and may invest in U.S.
dollar-denominated and non-U.S. dollar-denominated corporate and government debt
securities of foreign issuers.

PUT AND CALL OPTIONS, FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS. The
Series may try to reduce the risk of securities price changes (hedge) or
generate income by writing (selling) covered call options against securities
held in its portfolio having a market value not exceeding 25% 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 writing the option.

The Series also may try to reduce the risk of securities price changes
and expected changes in prevailing currency exchange rates (hedge) and 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. The 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 transactional expense, price volatility and a high
degree of leverage. The Series may engage in transactions in futures contracts
and related options only as permitted by regulations of the Commodity Futures
Trading Commission.

The Series may enter into futures contracts on debt securities,
interest rates, and securities indices, and may purchase and sell options on
such contracts on both the U.S. and foreign exchanges for hedging and
non-hedging purposes.

The Series may purchase and write put and call options on foreign
currencies to protect 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 N&B Management expects that a 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 may be traded on U.S. or 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, the Series 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 transactional expense,
price volatility and a high degree of leverage. The Series 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, or foreign currencies ("Hedging Instruments") are
(1) imperfect correlation or no correlation between changes in market value of
the securities or currencies held by the Series and the prices of the Hedging
Instruments; (2) possible lack of a liquid secondary market for options and the
resulting inability to close out a Hedging Instrument when desired; (3) the fact
that the use of Hedging Instruments is a highly specialized activity that
involves skills, techniques and risks (including price volatility and a high
degree of leverage) different from those associated with the selection of the
Series' securities; (4) the fact that, although use of these instruments for
hedging purposes can reduce the risk of loss, it 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 Hedging Instruments. When the Series uses Hedging Instruments,
the Series will place cash, fixed income or equity securities in a segregated
account, or will "cover" its position to the extent required by SEC staff
policy. Futures and options contracts are considered derivatives. Losses that
may arise from certain futures contracts are potentially unlimited.

FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. In a when-issued or forward
commitment transaction, the Series commits to purchase securities in order to
secure an advantageous price and yield at the time of the commitment and pays
for the securities when they are delivered at a future date (generally within
two months). If the seller fails to complete the sale, the Series may lose the
opportunity to obtain a favorable price and yield. When-issued securities or
securities subject to a forward commitment 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' and Portfolio's NAV.

REPURCHASE AGREEMENTS/SECURITIES LOANS. The Series may enter into repurchase
agreements and lend securities from its portfolio. The Series may lend portfolio
securities amounting to not more than 25% of its assets and may enter into
repurchase agreements on up to 25% of its net assets. In a repurchase agreement,
the Series buys a security from a Federal Reserve member bank, or a securities
dealer and simultaneously agrees to sell it back at a higher price, at a
specified date, usually less than a week later. The underlying securities must
fall within the Series' investment policies and limitations (but not limitations
as to maturity or duration). The Series also may lend portfolio securities to
banks, brokerage firms, or institutional investors to earn income. Costs, delays
or losses could result if the selling party to a repurchase agreement or the
borrower of portfolio securities becomes bankrupt or otherwise defaults. N&B
Management monitors the creditworthiness of borrowers and repurchase agreement
sellers.

OTHER INVESTMENTS. Although the Series ordinarily invests primarily in common
stocks, when market conditions warrant it may invest in preferred stocks,
securities convertible into or exchangeable for common stocks, U.S. Government
and Agency Securities, investment grade and non-investment grade debt
securities, or money market instruments, or may retain assets in cash or cash
equivalents. The value of fixed-income securities in which the Series may invest
is likely to decline in times of rising market interest rates. Conversely, when
rates fall, the value of the Series' fixed income investments is likely to rise.

ZERO COUPON SECURITIES. Zero coupon securities do not pay interest currently;
instead, they are sold at a discount from their face value and are redeemed at
face value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its daily income, the Series accrues a portion of the difference
between a zero coupon bond's purchase price and its face value.

RESTRICTED SECURITIES AND RULE 144A SECURITIES. The Series may invest in
restricted securities and Rule 144A securities. Restricted securities cannot be
sold to the public without registration under the Securities Act of 1933, as
amended ("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. Foreign
securities that are freely tradable in their principal market are not considered
restricted securities even if they are not registered for sale in the United
States. Unregistered securities may also be sold abroad pursuant to Regulation S
under the 1933 Act. N&B Management, acting pursuant to guidelines established by
the trustees of Managers Trust, may determine that some restricted or Rule 144A
securities are liquid.

USE OF JOINT STATEMENT
OF ADDITIONAL INFORMATION

<PAGE>
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

STATEMENT OF ADDITIONAL INFORMATION

Dated October 15, 1997

The Mid-Cap Growth Portfolio and Guardian Portfolio, (each a
"Portfolio") of Neuberger&Berman Advisers Management Trust ("Trust") offer
shares pursuant to a Prospectus dated October 15, 1997 and invest all of their
net investable assets in AMT Mid-Cap Growth Investments and AMT Guardian
Investments (each a "Series"), respectively.

Each Portfolio's Prospectus provides the basic information that an
investor ought to know before investing. A copy of the Prospectus may be
obtained, without charge, by writing the Trust at 605 Third Avenue, 2nd Floor,
New York, NY 10158- 0180, or by calling the Trust at 800-877-9700.

This Statement of Additional Information ("SAI") is not a prospectus
and should be read in conjunction with the Prospectus.

This SAI relates only to the Mid-Cap Growth Portfolio and Guardian
Portfolio. A separate statement of additional information dated May 1, 1997 has
been prepared for the Balanced Portfolio, Government Income Portfolio, Growth
Portfolio, International Portfolio, Limited Maturity Bond Portfolio, Liquid
Asset Portfolio and Partners Portfolio of the Trust.

No person has been authorized to give any information or to make any
representations not contained in the Prospectus or in this SAI in connection
with the offering made by the Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by a Portfolio or its distributor. The Prospectus and this SAI do not constitute
an offering by a Portfolio or its distributor in any jurisdiction in which such
offering may not lawfully be made.

<PAGE>

TABLE OF CONTENTS

Page

INVESTMENT INFORMATION.................................................... 1
Investment Policies and Limitations.............................. 1
Rating Agencies.................................................. 5
Discussions With Portfolio Managers.............................. 5
Additional Investment Information................................ 6

CERTAIN RISK CONSIDERATIONS............................................... 31

PERFORMANCE INFORMATION................................................... 31

TRUSTEES AND OFFICERS..................................................... 33

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES....................... 39

INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION
SERVICES.................................................................. 41
Expense Limitation............................................... 43
Management and Control of N&B Management......................... 43
Sub-Adviser...................................................... 44
Investment Companies Advised ................................... 45

DISTRIBUTION ARRANGEMENTS................................................. 48

ADDITIONAL REDEMPTION INFORMATION......................................... 48
Suspension of Redemptions........................................ 48
Redemptions in Kind.............................................. 49

DIVIDENDS AND OTHER DISTRIBUTIONS......................................... 49

ADDITIONAL TAX INFORMATION................................................ 50
Taxation of the Portfolios....................................... 50
Taxation of the Series........................................... 51

VALUATION OF PORTFOLIO SECURITIES......................................... 54

PORTFOLIO TRANSACTIONS.................................................... 54
Portfolio Turnover............................................... 59

REPORTS TO SHAREHOLDERS................................................... 59

<PAGE>

TABLE OF CONTENTS

Page

CUSTODIAN AND TRANSFER AGENT.............................................. 59

INDEPENDENT AUDITORS...................................................... 60

LEGAL COUNSEL............................................................. 60

REGISTRATION STATEMENT.................................................... 60

Appendix A................................................................A-1
RATINGS OF SECURITIES............................................A-1

Appendix B................................................................B-1
A CONVERSATION WITH ROY NEUBERGER................................B-1

<PAGE>

INVESTMENT INFORMATION

Each Portfolio is a separate series of the Trust, a Delaware business
trust registered with the Securities and Exchange Commission ("SEC") as a
diversified, open-end management investment company. Each Portfolio seeks its
investment objective by investing all of its net investable assets in the
corresponding Series of Advisers Managers Trust ("Managers Trust"), which has an
investment objective identical to, and a name similar to, that of the Portfolio.
Each Series, in turn, invests in accordance with an investment objective,
policies, and limitations identical to those of its corresponding Portfolio.
(The Trust and Managers Trust, which also is a diversified, open-end management
investment company, are together referred to below as the "Trusts"). All Series
of Managers Trust are managed by Neuberger&Berman Management Incorporated ("N&B
Management").

The following information supplements the discussion in the Prospectus
of the investment objective, policies, and limitations of each Portfolio and
each Series. Unless otherwise specified, those investment policies and
limitations are not fundamental and may be changed by the Trustees of the Trust
and Managers Trust. The fundamental investment policies and limitations of a
Portfolio or a Series may not be changed without the approval of the lesser of
(1) 67% of the total units of beneficial interest ("shares") of the Portfolio or
Series represented at a meeting at which more than 50% of the outstanding
Portfolio or Series shares are represented or (2) a majority of the outstanding
shares of the Portfolio or Series. These percentages are required by the
Investment Company Act of 1940 ("1940 Act") and are referred to in this SAI as a
"1940 Act majority vote." Whenever a Portfolio is called upon to vote on a
change in the investment objective or a fundamental investment policy or
limitation of its corresponding Series, the Portfolio casts its votes thereon in
proportion to the votes of its shareholders at a meeting thereof called for that
purpose.

Investment Policies and Limitations

Each Portfolio has the following fundamental investment policy, to
enable it to invest in its corresponding Series:

Notwithstanding any other investment policy of the Portfolio, the Portfolio may
invest all of its net investable assets (cash, securities and receivables
relating to securities) in an open-end management investment company having
substantially the same investment objective, policies, and limitations as the
Portfolio.

All other fundamental investment policies and limitations and the
non-fundamental investment policies and limitations of each Portfolio are
identical to those of its corresponding Series. Therefore, although the
following discusses the investment policies and limitations of the Series, it
applies equally to their

<PAGE>

corresponding Portfolios. Because each Portfolio invests all of its net
investable assets in its corresponding Series, however, a Series' investment
policies and limitations govern the type of investments in which the
corresponding Portfolio has an indirect interest.

For purposes of the investment limitation on concentration in a
particular industry, N&B Management determines the "issuer" of a municipal
obligation that is not a general obligation note or bond based on the
obligation's characteristics. The most significant of these characteristics is
the source of funds for the repayment of principal and payment of 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 a Series without credit support, the Series treats
the commercial developer or the industrial user, rather than the governmental
entity or the guarantor, as the issuer of the obligation, even if the obligation
is backed by a letter of credit or other guarantee. Also for purposes of the
investment limitation on concentration in a particular industry, both
mortgage-backed and asset-backed securities are grouped together as a single
industry.

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 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 Mid-Cap Growth Investments, foreign currencies and forward contracts) but
excluding options or futures contracts on physical commodities) or from
investing in securities of any kind.

<PAGE>

3. Diversification. Each Series may not, with respect to 75% of the
value of its total assets, purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government, or any of its agencies
or instrumentalities) if, as a result, (i) more than 5% of the value of the
Series' total assets would be invested in the securities of that issuer or (ii)
the Series would hold more than 10% of the outstanding voting securities of that
issuer.

4. Industry Concentration. Each Series may not purchase any security
if, as a result, 25% or more of its total assets (taken at current value) would
be invested in the securities of issuers having their principal business
activities in the same industry. This limitation does not apply to purchases of
(i) the securities issued or guaranteed by the U.S. Government, or its agencies
or instrumentalities, or (ii) investments by the Series in certificates of
deposit or bankers' acceptances issued by domestic branches of U.S. banks.

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. 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.

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").

The following non-fundamental investment policies and limitations apply
to all Series unless otherwise indicated.

1. Borrowing. 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.

<PAGE>

3. 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. 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.

4. Short Sales. 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. Transactions in futures contracts and options shall not
constitute selling securities short.

5. Illiquid Securities. The Series may not purchase any security if, as
a result, more than 15% of its net assets with respect to AMT Mid-Cap Growth
Investments or 10% of its net assets with respect to AMT Guardian Investments
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.

6. Investments in Any One Issuer. (AMT Guardian 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.

7. Puts, Calls, Straddles, or Spreads. (AMT Guardian 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.

8. Foreign Securities. (AMT Guardian Investments). These 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.

9. Pledging. (AMT Guardian Investments). The Series may not pledge or
hypothecate any of its assets, except that the Series may pledge or hypothecate
up to 5% of its total assets in connection with its entry into any agreement or
arrangement pursuant to which a bank furnishes a letter of credit to
collateralize a capital commitment made by the Series to a mutual insurance
company of which the Series is a member.

<PAGE>

Rating Agencies

As discussed in the Prospectus, 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. Although the Series may rely on the ratings of any
NRSRO, the Series mainly refer to ratings assigned by S&P and Moody's, which are
described in Appendix A to this SAI.

Discussions With Portfolio Managers

AMT Guardian Investments

AMT Guardian Investments subscribes to the same stock-picking
philosophy followed since Roy R. Neuberger founded a similar mutual fund in
1950.

The portfolio co-managers place a high premium on being knowledgeable
about the companies whose stocks they buy. That knowledge is important, because
sometimes it takes courage to buy stocks that the rest of the market has
forsaken. Say the portfolio co-managers, "We're usually early in and early out.
We'd rather buy an undervalued stock because we expect it to become fairly
valued than buy one fairly valued and hope it becomes overvalued. We like a
stock 'under a rock' or with a cloud over it; you are not going to get great
companies at great valuations when the market perception is great."

"People who switch around a lot are not going to benefit from our
approach. They're following the market -- we're looking at fundamentals."

AMT Mid-Cap Growth Investments

Co-portfolio managers of AMT Mid-Cap Growth Investments use a growth
and earnings momentum approach to investing. To uncover these mid-cap stocks
they employ fundamental analysis, quantitative screens and conduct meetings with
company management. These stocks are generally found among fast growing
companies in growing industries. Say the portfolio co-managers, "We are looking
for the Fortune 500 companies of tomorrow". The fund looks for companies with
strong growth potential and balances this with valuation analysis.

<PAGE>

Additional Investment Information

One or both 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. In a repurchase agreement, a Series purchases
securities from a bank that is a member of the Federal Reserve System, 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. Repurchase agreements with
a maturity of more than seven business days are considered to be illiquid
securities; no Series may enter into such a repurchase agreement if, as a
result, more than 15%, with respect to AMT Mid-Cap Growth Investments, or 10%,
with respect to AMT Guardian Investments, 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 and duration 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 repurchase price, 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. 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. Borrowers are required continuously to secure their obligations to
return securities on loan from a Series by depositing collateral, which will be
marked to market daily, in a form determined to be satisfactory by the Trustees
of Managers Trust (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 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. 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. Before
they are registered, such securities 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
facilitate efficient trading among institutional investors by

<PAGE>

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, acting under guidelines established by the Series
Trustees, may determine that certain securities qualified for trading under Rule
144A are liquid. Foreign securities that are freely tradable in their principal
markets 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 restricted
securities, including Rule 144A securities, are illiquid, purchases thereof will
be subject to AMT Mid-Cap Growth Investments' 15%, and AMT Guardian Investments'
10%, limit on investments in illiquid securities. Restricted securities for
which no market exists are priced by a method that the Series' Trustees believe
accurately reflect fair value.

Reverse Repurchase Agreements. In a reverse repurchase agreement, a
Series sells 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 deposit in a
segregated account with its custodian cash, fixed income, or equity securities,
marked to market daily to the extent required by SEC staff policy, in an amount
at least equal to each Series' obligations under the agreement. There is a risk
that the counter-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 Mid-Cap Growth
Investments). The Series may invest in banking and savings institution
obligations, which include CDs, time deposits, bankers' acceptances, and other
short-term debt 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.

<PAGE>

Foreign Securities. Each of the Series may invest in U.S.
dollar-denominated securities issued by foreign issuers (including governments,
quasi-governments and banks) and foreign branches of U.S. banks, including
negotiable CDs, commercial paper and bankers' acceptances. These investments are
subject to each Series' quality standards.

Investments in foreign securities involve sovereign and other risks, in
addition to the credit and market risks normally associated with domestic
securities. These additional risks include the possibility of adverse political
and economic developments (including political instability) and the potentially
adverse effects of unavailability of public information regarding issuers,
reduced governmental supervision regarding financial markets, reduced liquidity
of certain financial markets, and the lack of uniform accounting, auditing, and
financial standards or the application of standards that are different or less
stringent than those applied in the U.S.

The Series may invest in equity, debt, or other income-producing
securities that are denominated in or indexed to foreign currencies, including,
but not limited to (1) common and preferred stocks, (2) convertible securities,
(3) warrants with respect to AMT Mid-Cap Growth 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 foreign
currency denominated 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.
Individual foreign economies may differ

<PAGE>

favorably or unfavorably from the U.S. economy in such respects as gross
national product, rate of inflation, capital reinvestment, resource
self-sufficiency, and balance of payments position.

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' 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.

In order to limit the risk inherent in investing in foreign-
currency-denominated securities, the Series may not purchase any such security
if after such purchase more than 10% of its total assets with respect to AMT
Guardian Investments, and 20% of its total assets with respect to AMT Mid-Cap
Growth Investments, (taken at market value) 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.

Forward Commitments and When-Issued Securities. (AMT Mid-Cap Growth
Investments). The Series may purchase securities 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. These transactions
involve a commitment by the Series to purchase or sell securities at a future
date (ordinarily within two months although the Portfolio may agree to a longer
settlement period). The price of the underlying securities (usually expressed in
terms of yield) and the date when the

<PAGE>

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 the
Series to "lock in" what N&B Management 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, the 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, the Series might purchase a security on a when-issued
or forward commitment basis and sell a similar security to settle such purchase,
thereby obtaining the benefit of currently higher yields.

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 the Series' net asset value starting on the date of the
agreement to purchase the securities. Because the Series has not yet paid for
the securities, this produces an effect similar to leverage. The 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 the Series makes a forward
commitment to sell securities it owns, the proceeds to be received upon
settlement are included in the Series' assets. Fluctuations in the market value
of the underlying securities are not reflected in the Series' net asset value
("NAV") as long as the commitment to sell remains in effect.

The 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, the Series may
dispose of or renegotiate a commitment after it has been entered into. The
Series also may sell securities it has committed to purchase before those
securities are delivered to the Series on the settlement date. The Series may
realize a capital gain or loss in connection with these transactions.

When the Series purchases securities on a when-issued basis, it will
deposit, in a segregated account with its custodian, until payment is made,
cash, fixed income, or equity securities having an aggregate market value
(determined daily to the extent required by SEC staff policy) at least equal to
the amount of the Series' purchase commitments. 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 the Series will
maintain sufficient assets at all times to cover its obligations under when-
issued purchases and forward commitments.

<PAGE>

Covered Call Options (All Series) and Put Options on Individual
Securities. (AMT Mid-Cap Growth Investments). AMT Mid-Cap Growth Investments may
write and purchase put and call options on securities. Each Series may write or
purchase covered call options on securities it owns valued at up to 10% with
respect to AMT Guardian Investments, and 25% with respect to AMT Mid-Cap Growth
Investments of its net assets. Generally, the purpose of writing and purchasing
these options is to reduce the effect of price fluctuations of securities held
by the Series on the Series' and its corresponding Portfolio's NAV. The Series
may also write covered call options to earn premium income. 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 objectives.

AMT Mid-Cap Growth 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), and may also purchase or write put options,
purchase call options and write covered call options in an attempt to enhance
income.

The Series will receive a premium for writing a put option, which will
obligate the Series to acquire a certain security at a price at any time until a
certain date if the purchaser of the option decides to exercise the option. The
writer of the option may be obligated to purchase the security at more than its
current value.

When the 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. The 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 until a certain date if the
purchaser decides to exercise the option. A Series receives a premium for
writing the call option. Each Series writes 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
Series may be obligated to deliver securities underlying a call 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 to protect against an
increase in the price of the securities it intends to purchase or to offset a
previously written call option.

<PAGE>

The writing of covered call options is a conservative investment
technique believed to involve relatively little risk (in contrast to the writing
of "naked" or uncovered call options, which a Series will not do), but is
capable of enhancing a Series' total return. When writing a covered call option,
a Series, in return for the premium, gives up the opportunity for profit from a
price increase in the underlying security above the exercise price, but
conversely retains the risk of loss should the price of the security decline.
When writing a put option, a Series, in return for the premium, takes the risk
that it must purchase the underlying security at a 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.

The exercise price of an option may be below, equal to, or above the
market value of the underlying security at the time the option is written.
Options normally have expiration dates between three and nine months from the
date written. 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 the Series and is never exercised, the Series will
lose the entire amount of the premium paid.

Options are traded both on national securities 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 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.

<PAGE>

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) an option is the amount at which the option is currently traded on
the applicable exchange, less (or plus) a commission. The premium may reflect,
among other things, the current market price of the underlying security, the
relationship of the exercise price to the market price, the historical price
volatility of the underlying security, the length of the option period, the
general supply of and demand for credit, and the general interest rate
environment. The premium received by a Series for writing an 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
last reported sales price before the time the Series' NAV is computed on the day
the option is being valued or, in the absence of any trades thereof on that day,
the mean between the bid and asked prices as of that time.

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 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.

Each Series pays the brokerage commissions in connection with its
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.

<PAGE>

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. 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; however, the Series could be in a less advantageous
position than had it not written the call option.

Put and Call Options on Securities Indices. (AMT Mid-Cap Growth
Investments). The Series may write or purchase put and call options on
securities indices for the purpose of hedging against the risk of unfavorable
price movements adversely affecting the value of the Series' securities or
securities the Series intends to buy. However, the Series currently does not
expect to invest a substantial portion of its assets in securities index
options. Unlike a securities option, which gives the holder the right to
purchase or sell a specified security at a specified price, an option on a
securities index gives the holder the right to receive a cash "exercise
settlement amount" equal to (i) the difference between the exercise price of the
option and the value of the underlying securities index on the exercise date
multiplied by (ii) a fixed "index multiplier."

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 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

<PAGE>

the level of the securities index above the exercise price. Such payments would,
in effect, allow the Series to benefit from securities market appreciation even
though it may not have had sufficient cash to purchase the underlying
securities. Such payments may also offset increases in the price of securities
that the Series intends to purchase. If, however, the level of the securities
index declines and remains below the exercise price while the call option is
outstanding, the Series will not be able to exercise the option profitably and
will lose the amount of the premium and transaction costs. Such loss may be
partially offset by a reduction in the price the Series pays to buy additional
securities for its portfolio.

The Series may write securities index options in order to close out
positions in securities index options which it has purchased. These closing sale
transactions enable the Series immediately to realize gains or minimize losses
on its options positions. If the Series is unable to effect a closing sale
transaction with respect to options that it has purchased, it would have to
exercise the options in order to realize any profit and may incur transaction
costs upon the purchase or sale of underlying securities.

The hours of trading for options may not conform to the hours during
which the underlying securities are traded. To the extent that the options
markets close before the markets for the underlying securities, significant
price and rate movements can take place in the underlying markets that cannot be
reflected in the options markets.

The effectiveness of hedging through the purchase of securities index
options will depend upon the extent to which price movements in the portion of
the securities portfolio being hedged correlate with price movements in the
selected securities index. Perfect correlation is not possible because the
securities held or to be acquired by the Series will not exactly match the
composition of the securities indices on which options are available. 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 the Series 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. The Series 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.

<PAGE>

Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient interest in trading certain
options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options or underlying securities; (iv) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (v) the facilities of an exchange or
its clearing organization may not at all times be adequate to handle current
trading volume; or (vi) one or more exchanges could, for economic or other
reasons, decide or be compelled at some future date to discontinue the trading
of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in that class or series of options) would
cease to exist, although outstanding options on that exchange that had been
issued by the clearing organization as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.

The writing and purchase of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. The writing of options on
securities involves a risk that a portfolio will be required to sell or purchase
such securities at a price less favorable than the current market price and will
lose the benefit of appreciation or depreciation in the market price of such
securities.

The Series would incur brokerage commissions or spreads in connection
with its options transactions as well as for purchases and sales of underlying
securities. Brokerage commissions from options transactions are generally higher
than for portfolio securities transactions. The writing of options could result
in a significant increase in the Series' turnover rate.

Futures Contracts and Options Thereon. (AMT Mid-Cap Growth
Investments). The Series may enter into futures contracts for the purchase or
sale of individual securities, 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. The Series 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.

A "sale" of a futures contract (or a "short" futures position) entails
the assumption of a contractual obligation to deliver the securities or currency
underlying the contract at a specified price at a specified future time. A
"purchase" of a futures contract (or a "long" futures position) entails the
assumption of a contractual obligation to acquire the securities or currency
underlying the contract at a specified price at a specified future time. Certain
futures, including bond index futures, are settled on a net cash payment basis
rather than by the sale and delivery of the securities underlying the futures.

<PAGE>

U.S. futures (except certain currency futures) are traded on exchanges
that have been designated as "contract markets" by the CFTC; futures
transactions must be executed through a futures commission merchant that is a
member of the relevant contract market. The exchange's affiliated clearing
organization guarantees performance of the contracts between the clearing
members of the exchange.

Although futures contracts by their terms may require the actual
delivery or acquisition of the underlying securities or currency, in most cases
the contractual obligation is extinguished by being offset before the expiration
of the contract, without the parties having to make or take delivery of the
assets. A futures position is offset by buying (to offset an earlier sale) or
selling (to offset an earlier purchase) an identical futures contract calling
for delivery in the same month.

"Margin" with respect to futures is the amount of assets that must be
deposited by a Series with, or for the benefit of, a futures commission merchant
in order to initiate and maintain the Series' futures positions. The margin
deposit made by a Series when it enters into a futures contract ("initial
margin") is intended to assure its performance of the contract. If the price of
the futures contract changes -- increases in the case of a short (sale) position
or decreases in the case of a long (purchase) position -- so that the unrealized
loss on the contract causes the margin deposit not to satisfy margin
requirements, the Series will be required to make an additional margin deposit
("variation margin"). However, if favorable price changes in the futures
contract cause the margin on deposit to exceed the required margin, the excess
will be paid to the Series. In computing its daily NAV, the Series marks to
market the value of its open futures positions. The Series also must make margin
deposits with respect to options on futures that it has written. If the futures
commission merchant holding the deposit goes bankrupt, the Series could suffer a
delay in recovering its funds and could ultimately suffer a loss.

An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in the contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the option exercise period. The
writer of the option is required upon exercise to assume a short futures
position (if the option is a call) or a long futures position (if the option is
a put). Upon exercise of the option, the accumulated cash balance in the
writer's futures margin account is delivered to the holder of the option. That
balance represents the amount by which the market price of the futures contract
at exercise exceeds, in the case of a call, or is less than, in the case of a
put, the exercise price of the option.

<PAGE>

Although the Series believes that the use of futures contracts will
benefit it, if N&B Management's judgment about the general direction of the
markets is incorrect, the Series overall return would be lower than if it had
not entered into any such contracts. The prices of futures are volatile and are
influenced by, among other things, actual and anticipated changes in interest or
currency exchange rates, which in turn are affected by fiscal and monetary
policies and by national and international political and economic events. At
best, the correlation between changes in prices of futures and of the securities
and currencies being hedged can be only approximate. Decisions regarding
whether, when, and how to hedge involve skill and judgment. Even a
well-conceived hedge may be unsuccessful to some degree because of unexpected
market behavior or interest rate or currency exchange rate trends, or lack of
correlation between the futures markets and the securities markets. Because of
the low margin deposits required, futures trading involves an extremely high
degree of leverage; as a result, a relatively small price movement in a futures
contract may result in an immediate and substantial loss, or gain, to the
investor. Losses that may arise from certain futures transactions are
potentially unlimited.

Most U.S. futures exchanges limit the amount of fluctuation in the
price of a futures contract or option thereon during a single trading day; once
the daily limit has been reached, no trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day, however; it thus does not limit potential losses. In
fact, it may increase the risk of loss, because prices can move to the daily
limit for several consecutive trading days with little or no trading, thereby
preventing liquidation of unfavorable futures and options positions and
subjecting investors to substantial losses. If this were to happen with respect
to a position held by the Series, it could (depending on the size of the
position) have an adverse impact on the NAV of the Series.

Foreign Currency Transactions. 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 AMT Guardian Investments net assets). A Series may enter into
forward contracts in order to protect against uncertainty in the level of future
foreign currency exchange rates. AMT Mid-Cap Growth Investments may also use
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.

<PAGE>

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 believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, it may also
enter into a forward contract to sell the amount of foreign currency for a fixed
amount of dollars which approximates the value of some or all of a Series'
securities denominated in such foreign currency. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible, since the future value of such securities denominated in
foreign currencies will change as a consequence of market movements in the value
of those securities between the date the forward contract is entered into and
the date it matures.

A Series may also engage in cross-hedging by using forward contracts in
one currency to hedge against fluctuations in the value of securities
denominated in a different currency, when N&B Management believes that there is
a pattern of correlation between the two currencies. AMT Mid-Cap Growth
Investments may also purchase and sell forward contracts for non-hedging
purposes when N&B Management 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

<PAGE>

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.

Using forward contracts to protect the value of a Series' portfolio
securities against a decline in the value of a currency does not eliminate
fluctuations in the underlying prices of the securities. It simply establishes a
rate of exchange which can be achieved at some future point in time. The precise
projection of short-term currency market movements is not possible, and
short-term hedging provides a means of fixing the dollar value of only a portion
of a Series' foreign assets.

While a Series may enter forward contracts to reduce currency exchange
rate risks, transactions in such contracts involve certain other risks. Thus,
while a Series may benefit from such transactions, unanticipated changes in
currency prices may result in a poorer overall performance for the Series than
if it had not engaged in any such transactions. Moreover, there may be imperfect
correlation between a Series' portfolio holdings of securities denominated in a
particular currency and forward contracts entered into by the Series. Such
imperfect correlation may cause the Series to sustain losses which will prevent
the Series from achieving a complete hedge or expose the Series to risk of
foreign exchange loss.

An issuer of fixed income securities purchased by a Series may be
domiciled in a country other than the country in whose currency the instrument
is denominated.

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 Mid-Cap Growth Investments).
The Series may enter into currency futures contracts and options on such futures
contracts in domestic and foreign markets. The 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 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 anticipates that exchange rates will rise, the 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. The Series will use these futures contracts and
related options for hedging purposes. The Series may also purchase a currency

<PAGE>

futures contract, or a call option thereon, for non-hedging purposes (i.e., in
an effort to enhance income) when N&B Management 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.

The sale of a currency futures contract creates an obligation by the
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 the 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 the 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 the 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 could be incorrect in its expectation as to the
direction or extent of various exchange rate movements or the time span

<PAGE>

within which the movements take place. When the Series engages in the purchase
of currency futures contracts, an amount equal to the market value of the
currency futures contract (minus any required margin) will be deposited in a
segregated account of securities, cash, or cash equivalents to collateralize the
position and thereby limit the use of such futures contracts.

Put and call options on currency futures have characteristics similar
to those of other options. In addition to the risks associated with investing in
options on securities, however, there are particular risks associated with
transactions in options on currency futures. In particular, the ability to
establish and close out positions on such options will be subject to the
development and maintenance of a liquid secondary market for such options.

Options on Foreign Currencies. The Series may write and purchase
covered call and put options on foreign currencies (in amounts not exceeding 5%
of AMT Guardian Investments' net assets) for the purpose of protecting against
declines in the U.S. dollar value of portfolio securities or increases in the
U.S.-dollar cost of securities to be acquired, or to protect the dollar
equivalent of dividend, interest, or other payment on those 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 the dollar value of a currency in which securities to be
acquired by the Series are denominated rises, thereby increasing the cost of
such securities, the Series may purchase call options on such currency. If the
value of such currency increases sufficiently, the Series will have the right to
purchase that currency for a fixed amount of dollars which is less than the
market value of that 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.

<PAGE>

A Series may also write options on foreign currencies for hedging
purposes. For example, if N&B Management anticipates 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, at least in part, 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 most likely will not be exercised, and such
increased cost will be offset, at least in part, by the amount of the premium
received by the Series. 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, a put or call option
may be exercised and the Series could 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 Mid-Cap Growth Investments may purchase call options on currency
for non-hedging purposes when N&B Management 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. The Series 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, the Series may forego the opportunity to profit from an increase in the
market value of the underlying currency. Also, when writing put options, the
Series 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.

The Series would normally purchase call options for non-hedging
purposes in anticipation of an increase in the market value of a currency. The
Series 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 the Series
for the purpose of benefiting from a decline in the value of currencies which it

<PAGE>

does not own. The Series would ordinarily realize a gain if, during the option
period, the value of the underlying currency decreased below the exercise price
sufficiently to more than cover the premium and transaction costs. Otherwise the
Series would realize either no gain or a loss on the purchase of the put option.

A call option written on foreign currency by a Series is "covered" if
the Series owns the underlying foreign currency subject to the call, or if it
has an absolute and immediate right to acquire that foreign currency without
additional cash consideration. This also would apply to additional cash
consideration held in a segregated account by its custodian, upon conversion or
exchange of other foreign currency held in its portfolio. A call option is also
covered if a Series holds a call on the same foreign currency for the same
principal amount as the call written where the exercise price of the call held
is (a) equal to or less than the exercise price of the call written or (b)
greater than the exercise price of the call written if the amount of the
difference is maintained by the Series in cash, fixed income or equity
securities in a segregated account with its custodian.

The risks of currency options are similar to the risks of other
options, as discussed herein.

Regulatory 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. When a Series
purchases futures contracts or writes put options thereon, the Series will
deposit an amount of cash, or appropriate liquid securities equal to the market
value of the futures contracts and options (less any related margin deposits) in
a segregated account with its custodian to collateralize the position, thereby
limiting the use of such futures contracts.

<PAGE>

In addition, for AMT Guardian Investment, aggregate premiums paid by
the Series on all options (both exchange-traded and OTC) held by it at any time
may not exceed 20% of its net assets.

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 alternative, the Series will
place cash which is not available for investment, fixed income, or equity
securities 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.

AMT Mid-Cap Growth Investments does not currently intend to purchase a
put option if, as a result, more than 5% of its total assets would be invested
in put options.

Short Sales (AMT Mid-Cap Growth Investments) and Short Sales
Against-the- Box. AMT Mid-Cap Growth 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 a 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,
U.S. government securities or other liquid 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.

<PAGE>

The effect on the Series of engaging in short selling is similar to the
effect of leverage. Short selling may exaggerate changes in the corresponding
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 the Series to
qualify as a RIC. See "Additional Tax Information."

All Series may make short sales against-the-box. A short sale is
"against-the- box" when, at all times during which a short position is open, the
Series owns an equal amount of such securities, or owns securities giving it the
right, without payment of future consideration, to obtain an equal amount of
securities sold short.

Foreign Corporate and Government Debt Securities. The Series may invest
in foreign corporate bonds and debentures and sovereign debt instruments issued
or guaranteed by foreign governments, their agencies or instrumentalities.

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
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 will make a determination
as to whether the Series should dispose of the downgraded securities.

U.S. Dollar-Denominated Foreign Debt Securities. The Series may invest
in U.S. dollar-denominated debt securities of foreign issuers (including banks,
governments and quasi-governmental organizations) and foreign branches of U.S.

<PAGE>

banks, including negotiable CDs, bankers' acceptances and commercial paper.
These investments are subject to each Series' quality, maturity, and duration
standards. While investments in foreign securities are intended to reduce risk
by providing further diversification, such investments involve sovereign and
other risks, in addition to the credit and market risks normally associated with
domestic securities. These additional risks include the possibility of adverse
political and economic developments (including political instability) and the
potentially adverse effects of unavailability of public information regarding
issuers, less governmental supervision and regulation of financial markets,
reduced liquidity of certain financial markets, and the lack of uniform
accounting, auditing, and financial reporting standards or the application of
standards that are different or less stringent than those applied in the United
States.

Foreign Currency Denominated Foreign Securities. The Series may invest
in debt or other income-producing securities (of issuers in countries whose
governments are considered stable by N&B Management) that are denominated in or
indexed to foreign currencies, including (1) CDs, commercial paper, fixed time
deposits, and bankers' acceptances issued by foreign banks, (2) obligations of
other corporations, and (3) obligations of foreign governments, their
subdivisions, agencies, and instrumentalities, international agencies, and
supranational entities. Investing in foreign currency denominated securities
involves the special risks associated with investing in non-U.S. issuers, as
described in the preceding section, and the additional risks of (1) adverse
changes in foreign exchange rates, (2) nationalization, expropriation, or
confiscatory taxation, and (3) adverse changes in investment or exchange control
regulations (which could prevent cash from being brought back to the United
States). Additionally, dividends and interest payable on foreign securities may
be subject to foreign taxes, including taxes withheld from those payments.

Foreign securities often trade with less frequency and in less volume
than domestic securities and therefore may exhibit greater price volatility.
Additional costs associated with an investment in foreign securities may include
higher custodial fees than apply to domestic custody arrangements, and
transaction costs of foreign currency conversions.

Foreign markets also have different clearance and settlement
procedures. 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. Delays in settlement could result in
temporary periods when a portion of the assets of the Series are uninvested and
no return is earned thereon. The inability of the Series to make intended
security purchases due to settlement problems could cause the Series to miss
attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result in losses to the Series due
to subsequent declines in value of the securities, or, if the Series has entered
into a contract to sell the securities, could result in possible liability to
the purchaser.

<PAGE>

Interest rates prevailing in other countries may affect the prices of
foreign securities and exchange rates for foreign currencies. 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, often affect interest rates in other countries. Individual foreign
economies may differ favorable 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.

In order to limit the risks inherent in investing in foreign currency
denominated securities, the Series may not purchase any such security if, as a
result, more than 20% of its net assets with respect to AMT Mid-Cap Growth
Investments, and 10% of its net assets with respect to AMT Guardian Investments
of its net assets (taken at market value) would be invested in foreign currency
denominated securities. Within the limitation, however, the Series are not
restricted in the amount it may invest in securities denominated in any one
foreign currency.

Convertible Securities. The Series may invest in convertible securities
of any quality. 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 debt securities are subject to each Series'
investment policies and limitations concerning fixed-income investments.

Convertible securities are typically issued by smaller capitalized
companies whose stock prices may be volatile. The price of a convertible
security often reflects such variations in the price of the underlying common
stock in a way that nonconvertible debt does not. A convertible security may be
subject to redemption at the option of the issuer at a price established in the
security's governing instrument. If a convertible security held by a Series is
called for redemption, the Series will be required to convert it into the
underlying common stock, sell it to a third party or permit the issuer to redeem
the security. Any of these actions could have an adverse effect on the fund's
ability to achieve its investment objective.

Cover for Futures, Options on Futures, Options on Securities and
Indices, Forward Contracts, and Options on Foreign Currencies ("Hedging
Instruments"). The Series will comply with SEC staff guidelines regarding
"cover" for Hedging Instruments and, if the guidelines so require, set aside in

<PAGE>

a segregated account with its custodian the prescribed amount of cash, fixed
income, or equity securities. Securities held in a segregated account cannot be
sold while the futures, option, or forward strategy covered by those securities
is outstanding, unless they are replaced with other suitable assets. As a
result, segregation of a large percentage of a Series' assets could impede
portfolio management or the Series' ability to meet current obligations. A
Series may be unable promptly to dispose of assets which cover or are segregated
with respect to, an illiquid futures, options, or forward position; this
inability may result in a loss to the Series.

Preferred Stock. The Series may invest in preferred stock. 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. Commercial paper is a short-term debt security issued
by a corporation, bank, municipality, or other issuer, usually for purposes such
as financing current operations. The Series 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 to be of equivalent quality.

The 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 may in
certain cases determine that such paper is liquid, pursuant to guidelines
established by Managers Trust's Board of Trustees.

Zero Coupon Securities. (AMT Mid-Cap Growth Investments). The Series
may invest in zero coupon securities 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") must
be taken into income ratably by each such 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' accrued original issue discount) each year for income tax purposes, a

<PAGE>

Series may have to dispose of portfolio securities under disadvantageous
circumstances to generate cash, or may be required to borrow, to satisfy its
corresponding Portfolio's distribution requirements.

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.

Fixed Income Securities. The 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
to such rated securities ("comparable unrated securities"). AMT Mid-Cap Growth
Investments may invest up to 10% of its net assets, measured at the time of
investment, in debt securities rated below investment grade, but rated no lower
than C by S&P or Moody's 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 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.

Changes in economic conditions or developments regarding the individual
issuer are more likely to cause price volatility and weaken the capacity of the
issuer 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.

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 no longer
be eligible for purchase by the Series. In such a case, N&B Management will
engage in an orderly disposition of the downgraded securities to the extent

<PAGE>

necessary to ensure that the Series' holdings of securities that are below
investment grade and comparable unrated securities will not exceed 5% of the
Series' net assets.

CERTAIN RISK CONSIDERATIONS

Although each Series seeks to reduce risk by investing in a diversified
portfolio, diversification does not eliminate all risk. There can, of course, be
no assurance that any Series will achieve its investment objective, and an
investment in a Portfolio involves certain risks that are described in the
sections entitled "Investment Program" and "Description of Investments" in the
Prospectus and "Investment Information" in this SAI.

PERFORMANCE INFORMATION

A Portfolio's performance may be quoted in advertising in terms of
total return if accompanied by performance of an insurance company's separate
account. Each Portfolio's performance figures are based on historical earnings
and are not intended to indicate future performance. The share price total
return of each Portfolio will vary, and an investment in a Portfolio, when
redeemed, may be worth more or less than the original purchase price.

Total Return Computations

A Portfolio may advertise certain total return information. An average
annual compounded rate of return ("T") may be computed by using the redeemable
value at the end of a specified period ("ERV") of a hypothetical initial
investment of $1,000 ("P") over a period of time ("n") according to the formula:

P (1 + T)n = ERV

Average annual total return smoothes out year-to-year variations in performance
and, in that respect, differs from actual year-to-year results. Of course, past
performance cannot be a guarantee of future results. These calculations assume
that all dividends and distributions are reinvested.

Average annual total returns quoted for the Portfolios include the
effect of deducting a Portfolio's expenses, but may not include charges and
expenses attributable to any particular insurance product. Since you can only
purchase shares of a Portfolio through a variable annuity or variable life
insurance contract, you should carefully review the prospectus of the insurance
product you have chosen for information on relevant charges and expenses.

<PAGE>

Excluding these charges from quotations of a Portfolio's performance has the
effect of increasing the performance quoted. You should bear in mind the effect
of these charges when comparing a Portfolio's performance to that of other
mutual funds.

Comparative Information

From time to time a Portfolio's performance may be compared with

(1) data (that may be expressed as rankings or ratings) published
by independent services or publications (including newspapers,
newsletters, and financial periodicals) that monitor the performance
of mutual funds, such as Lipper Analytical Services, Inc. ("Lipper"),
C.D.A. Investment Technologies, Inc. ("C.D.A."), Wiesenberger
Investment Companies Service ("Wiesenberger"), Investment Company Data
Inc., Morningstar, Inc. ("Morningstar"), Micropal Incorporated, VARDS
and quarterly mutual fund rankings by Money, Fortune, Forbes, Business
Week, Personal Investor, and U.S. News & World Report magazines, The
Wall Street Journal, New York Times, Kiplinger's Personal Finance, and
Barron's Newspaper, or

(2) recognized stock and other indices, such as The Standard &
Poor's "500" Composite Stock Price Index ("S&P 500 Index"), S&P Small
Cap 600 ("S&P 600"), S&P Mid Cap 400 ("S&P 400"), Russell Mid-Cap
Growth Index, Russell 2000 Stock Index, Dow Jones Industrial Average
("DJIA"), Wilshire 1750, NASDAQ, Value Line Index, U.S. Department of
Labor Consumer Price Index ("Consumer Price Index"), College Board
Survey of Colleges Annual Increases of College costs, Kanon Bloch's
Family Performance Index, the Barra Growth Index, the Barra Value
Index, the EAFE(R) Index, the Financial Times World XUS Index, and
various other domestic, international, and global indices. The S&P 500
Index is a broad index of common stock prices, while the DJIA
represents a narrower segment of industrial companies. The S&P 600
includes stocks that range in market value from $27 million to $880
million, with an average of $302 million. The S&P 400 measures
mid-sized companies with an average market capitalization of $1.2
billion. The EAFE(R) Index is an unmanaged index of common stock
prices of more than 900 companies from Europe, Australia, and the Far
East translated into U.S. dollars. The Financial Times World XUS Index
is an index of 24 international markets, excluding the U.S. market.
Each assumes reinvestment of distributions and is calculated without
regard to tax consequences or the costs of investing. Each Portfolio
may invest in different types of securities from those included in
some of the above indices.

<PAGE>

Evaluations of a Portfolio's performance, its yield/total return and
comparisons may be used in advertisements and in information furnished to
present and prospective shareholders. The Portfolios may also be compared to
individual asset classes such as common stocks, mid-cap stocks, or small-cap
stocks, based on information supplied by Ibbotson and Sinquefield.

Other Performance Information

From time to time, information about a Series' portfolio allocation and
holdings as of a particular date may be included in Advertisements for the
corresponding Portfolio. This information may include the Series' portfolio
diversification by asset type.

From time to time the investment philosophy of N&B Management's
founder, Roy R. Neuberger, may be included in the Fund's Advertisements. This
philosophy is described in further detail in "The Art of Investing: A
Conversation with Roy Neuberger," attached as Appendix B to this SAI.

TRUSTEES AND OFFICERS

The following table sets forth information concerning the trustees and
officers of the Trusts, including their addresses and principal business
experience during the past five years. Some persons named as trustees and
officers also serve in similar capacities for other funds and their
corresponding portfolios, advised by Neuberger&Berman and N&B Management.

Positions Held with
Name, Address and Age the Trusts Principal Occupation(s) (2)
- --------------------- ---------------------- -----------------------
(1)

Stanley Egener* Chairman of the Principal of Neuberger&Berman;
Age: 63 Board, Chief President and Director of N&B
Executive Officer Management; Chairman of the
and Trustee of Board, Chief Executive Officer,
each Trust and Trustee of eight other
mutual funds for which N&B
Management acts as investment
manager or administrator.

<PAGE>

Faith Colish Trustee of each Attorney at law, Faith Colish, A
63 Wall Street Trust Professional Corporation.
24th Floor
New York, NY 10005
Age: 62

Walter G. Ehlers Trustee of each Consultant; Director of The
6806 Suffolk Place Trust Turner Corporation, A.B. Chance
Harvey Cedars, NJ 08008 Company, Crescent Jewelry, Inc.
Age: 64

Leslie A. Jacobson Trustee of each Counsel to Fried, Frank, Harris,
24 Birdsall Farm Drive Trust Shriver & Jacobson, attorneys at
Armonk, NY 10504 law; previously a partner of that
Age: 86 firm.

Robert M. Porter Trustee of each Retired September, 1991;
P.O. Box 33366 Trust Formerly Director of Customer
Kerrville, TX 78029-3366 Relations, Aetna Life & Casualty
Age: 71 Company.

Ruth E. Salzmann Trustee of each Retired; Director of John Deere
1556 Pine Street Trust Insurance Group; Actuarial
Stevens Point, WI 54481 Consultant.
Age: 78

Peter P. Trapp Trustee of each President, Ford Life Insurance
Ford Life Insurance Co. Trust Company since April, 1995; prior
P.O. Box 1732 thereto, Consultant from
The American Road December, 1994 until April,
Dearborn, MI 48121-1732 1995; Formerly Vice President,
Age: 52 Sentry Insurance & Mutual
Company, and President and
Chief Operating Office, Sentry
Investors Life Insurance
Company until November, 1994.

<PAGE>

Lawrence Zicklin* President and Principal of Neuberger&Berman;
Age: 61 Trustee of each Director of N&B Management;
Trust President and/or Trustee
of five other
mutual funds for which N&B
Management acts as investment manager
or administrator.

Daniel J. Sullivan Vice President of Senior Vice President of N&B
Age: 57 each Trust Management since 1992; prior
thereto, Vice President of N&B Management;
Vice President of eight other mutual funds
for which N&B Management acts as investment
manager or administrator.

Michael J. Weiner Vice President and Senior Vice President of N&B
Age: 50 Principal Financial Management since 1992;
Officer of each Treasurer of N&B Management
Trust from 1992 to 1996; prior thereto,
Vice President and Treasurer of
N&B Management; and Treasurer of certain
mutual funds for which N&B Management acted
as investment adviser; Vice President and
Principal Financial Officer of eight other
mutual funds for which N&B Management acts
as investment manager or administrator.

Claudia A. Brandon Secretary of each Vice President of N&B
Age: 40 Trust Management; Secretary of eight
other mutual funds for which N&B Management
acts as investment manager or administrator.

<PAGE>

Richard Russell Treasurer and Vice President of N&B Manage-
Age: 50 Principal ment since 1993; prior thereto,
Accounting Officer Assistant Vice President of N&B
of each Trust Management; Treasurer and Principal
Accounting Officer of eight other
mutual funds for which N&B Management
acts as investment manager or administrator.

Stacy Cooper-Shugrue Assistant Secretary Assistant Vice President of N&B
Age: 34 of each Trust Management since 1993; prior thereto,
an employee of N&B Management; Assistant
Secretary of eight other mutual funds
for which N&B Management acts as
investment manager or administrator.

C. Carl Randolph Assistant Secretary Principal of Neuberger&Berman
Age: 59 of each Trust since 1992; prior thereto, employee
of Neuberger&Berman; Assistant Secretary
of eight other mutual funds for which N&B
Management acts as investment manager
or administrator.

Barbara DiGiorgio Assistant Treasurer Assistant Vice President of N&B
Age: 38 of each Trust Management since 1993; prior thereto,
employee of N&B Management; Assistant
Treasurer of eight other mutual funds for
which N&B Management acts as investment
manager or administrator since 1996.

<PAGE>

Celeste Wischerth Assistant Treasurer Assistant Vice President of N&B
Age: 36 of each Trust Management since 1994; prior thereto,
employee of N&B Management; Assistant
Treasurer of eight other mutual funds
for which N&B Management acts as investment
manager or administrator since 1996.

</TABLE>

- -----------------------

(1) Unless otherwise indicated, the business address of each listed person is
605 Third Avenue, New York, New York 10158.

(2) Except as otherwise indicated, each individual has held the position shown
for at least the last five years.

* Indicates an "interested person" of each Trust within the meaning of the 1940
Act. Messrs. Egener and Zicklin are interested persons by virtue of the fact
that they are officers and directors of N&B Management and principals of
Neuberger&Berman.

The Trust's Trust Instrument and Managers Trust's Declaration of Trust
provide that each such Trust will indemnify the Trustees and their officers
against liabilities and expenses reasonably incurred in connection with
litigation in which they may be involved because of their offices with the Trust
or Advisers Trust, respectively, 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 and/or the Life Companies or any of their affiliates are paid
trustees' fees. For the year ended December 31, 1996, a total of $49,500 in fees
was paid to the Trustees as a group by the Trust and a total of $52,000 in fees
was paid to the Trustees as a group by Managers Trust. The following table shows
1996 compensation by Trustee.

<PAGE>

<TABLE>

COMPENSATION TABLE

- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Pension or Total
Retirement Compensation
Benefits Estimated From Trust and
Aggregate Accrued As Part Annual Fund Complex
Name of Person, Compensation of Trust's Benefits Paid to
Position From Trust(1) Expenses Upon Trustees(1)
Retirement
- --------------------------------------------------------------------------------------------------------------------------------

Stanley Egener, None None None None(2)
Chairman and Trustee

Faith Colish, $9,500 None None $50,000(3)
Trustee

Walter G. Ehlers, $9,250 None None $19,500(4)
Trustee

Leslie A. Jacobson, $9,250 None None $18,500(4)
Trustee

Robert M. Porter, $9,500 None None $20,000(4)
Trustee

Ruth E. Salzmann, $9,500 None None $19,000(4)
Trustee

Peter P. Trapp, $2,500 None None $5,000(4)
Trustee

Lawrence Zicklin, None None None None(3)
President and Trustee

</TABLE>

(1) "Aggregate Compensation From Trust" and "Total Compensation From Trust and
Fund Complex Paid to Trustees" is for the period from January 1 through
December 31, 1996.
(2) Nine other investment companies.
(3) Five other investment companies.
(4) One other investment company.

<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Shares of the Portfolios are issued and redeemed in connection with
investments in and payments under certain variable annuity contracts and
variable life insurance policies (collectively, "Variable Contracts") issued
through separate accounts of life insurance companies (the "Life Companies").
Shares of the Balanced Portfolio are also offered directly to Qualified Plans.
As of October 2, 1997, the separate accounts of the Life Companies were known to
the Board of Trustees and the management of the Trust to own of record all
shares of the Growth, Liquid Asset, Limited Maturity Bond, Partners, and
Government Income Portfolios of the Trust and approximately 98.8% of the shares
of the Balanced Portfolio of the Trust. There were no shareholders of the
International Portfolio, Mid-Cap Growth Portfolio, or Guardian Portfolio as of
this same date. A Trustee of the Trust owns a Variable Contract, the underlying
Trust shares of which constitute less than 1% of the total Trust shares issued
and outstanding.

As of October 2, 1997, separate accounts of the following Life
Companies owned or record or beneficially 5% or more of the Shares of the
following Portfolios:

Percentage of Outstanding
Shares Owned Shares Owned

Liquid Asset Portfolio

Hartford Life Insurance Company* 10,705,265 79%
200 Hopmeadow
Simsbury, CT 06070

Sentry Life Insurance Company 2,273,976 16.8%
1800 North Point Drive
Stevens Point, WI 54481

Partners Portfolio

Skandia Insurance Company* 28,679,259 40.9%
P.O. Box 883
Shelton, CT 06484

Nationwide Life Insurance* 36,789,314 52.5%
P.O. Box 182029
Columbus, OH 43218-2029

<PAGE>

Percentage of Outstanding
Shares Owned Shares Owned

Government Income Portfolio

Security Life of Denver Insurance 250,331 95.7%
Company
1290 Broadway
Denver, CO 80203

Growth Portfolio

Aetna Life Insurance and Annuity 4,233,809 18.1%
151 Farmington Avenue
Hartford, CT 06156

Nationwide Life Insurance* 15,963,906 68.4%
P.O. Box 182029
Columbus, OH 43218-2029

Sentry Life Insurance Company 1,495,167 6.4%
1800 North Point Drive
Stevens Point, WI 54481

Limited Maturity Bond Portfolio

Nationwide Life Insurance* 14,295,378 79.3%
P.O. Box 18209
Columbus, OH 43218-2029

Penn Mutual Life Insurance Company 874,178 5.27%
600 Dresher Drive
Horsham, PA 19044

Balanced Portfolio

Hartford Life Insurance Company 1,354,655 12.3%
200 Hopmeadow
Simsbury, CT 06070

Life of Virginia 1,915,647 17.5%
6610 West Broad Street
Richmond, VA 23261

<PAGE>

Percentage of Outstanding
Shares Owned Shares Owned

Nationwide Life Insurance* 4,102,732 37.5%
P.O. Box 182029
Columbus, OH 43218-2029

Penn Mutual Life Insurance Company 2,013,074 18.4%
600 Dresher Road
Horsham, PA 19044

Sentry Life Insurance 634,556 5.8%
1800 North Point Drive
Stevens Point, WI 54481

* Separate accounts of the Life Company owned 25% or more of the
outstanding shares of beneficial interest of the Portfolio, and
therefore may be presumed to "control" the Portfolio, as that term is
defined in the 1940 Act.

These Life Companies are required to vote Portfolio shares in
accordance with instructions received from owners of Variable Contracts funded
by separate accounts with respect to Portfolio shares held of record by separate
accounts of these Life Companies that are registered with the Securities and
Exchange Commission as unit investment trusts.

INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION SERVICES

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 $44.7 billion as of December 31, 1996. Founded in 1939 to
manage portfolios for high net worth individuals, the firm entered the mutual
fund management business in 1950, and began offering active management for
pension funds and institutions in the mid-1970's. Most money managers that come
to the Neuberger&Berman organization have at least fifteen years of experience.
Neuberger&Berman and N&B Management employ experienced professionals that work
in a competitive environment.

Because all of the Portfolios' net investable assets are invested in
their corresponding Series, the Portfolios do not need an investment manager.
N&B Management serves as each Series' investment manager pursuant to a

<PAGE>

Management Agreement ("Management Agreement") dated as of May 1, 1995, that was
approved by the Trustees of Managers Trust with respect to AMT Guardian
Investments and AMT Mid-Cap Growth Investments on August 20, 1997, and by the
holders of the interests in those Series on October 14, 1997.

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 pay a
material amount of such compensation.

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 Managers Trust who are officers,
directors, or employees of N&B Management. Two officers of N&B Management (who
also are principals of Neuberger&Berman), who also serve as directors of N&B
Management, principals serve as trustees and officers of the Trusts. See
"Trustees and Officers." N&B Management provides similar facilities and services
to each Portfolio pursuant to an administration agreement dated May 1, 1995
("Administration Agreement"). Each Portfolio was authorized to become subject to
the Administration Agreement by vote of the Trustees on August 20, 1997. For a
description of the Management and Administration fees currently in effect, see
"Management and Administration" in the Prospectus.

The Management and Administration Agreements each continue for two
years after the date the Series became subject to it. The Management Agreement
is renewable thereafter from year to year with respect to each Series, so long
as its continuance is approved at least annually (1) by the vote of a majority
of Managers Trust's Trustees who are not "interested persons" of N&B Management
or Managers Trust ("Independent Series Trustees"), cast in person at a meeting
called for the purpose of voting on such approval, and (2) by the vote of a
majority of Managers Trust's Trustees or by a 1940 Act majority vote of the
outstanding shares in that Series. After the first two years, the Administration
Agreement is renewable from year to year with respect to a Portfolio, so long as
its continuance is approved at least annually (1) by the vote of a majority of
the trustees of the Trust (the "Portfolio Trustees") who are not "interested
persons" of N&B Management or the Trust ("Independent Portfolio Trustees"), cast
in person at a meeting called for the purpose of voting on such approval, and
(2) by the vote of a majority of the Portfolio Trustees or by a 1940 Act
majority vote of the outstanding shares in that Portfolio. The Management
Agreement is terminable with respect to a Series without penalty on 60

<PAGE>

days' prior written notice either by Managers Trust or by N&B Management. The
Administration Agreement is terminable with respect to a Portfolio without
penalty by N&B Management upon at least 120 days' prior written notice to the
Portfolio, and by the Portfolio if authorized by the Portfolio Trustees,
including a majority of the Independent Portfolio Trustees, on at least 30 days'
prior written notice to N&B Management. Each Agreement terminates automatically
if it is assigned.

Expense Limitation

As noted in the Prospectus under "Management and Administration -
Expenses," N&B Management has voluntarily undertaken to limit each Portfolio's
expenses by reimbursing each Portfolio for certain operating expenses and its
pro rata share of its corresponding Series' operating expenses.

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; Theodore P.
Giuliano, Vice President and director; Michael M. Kassen, Vice President and
director; Irwin Lainoff, director; Lawrence Zicklin, director; Daniel J.
Sullivan, Senior Vice President; Peter E. Sundman, Senior Vice President;
Michael J. Weiner, Senior Vice President; Claudia A. Brandon, Vice President;
Patrick T. Byrne, Vice President; William Cunningham, Vice President; Clara Del
Villar, Vice President; Brian J. Gaffney, Vice President; Robert I. Gendelman,
Vice President; Josephine P. Mahaney, Vice President; Ellen Metzger, Vice
President and Secretary; Paul Metzger, Vice President; Janet W. Prindle, Vice
President; Kevin L. Risen, Vice President; Richard Russell, Vice President;
Jennifer K. Silver, Vice President, Kent C. Simons, Vice President; Frederick B.
Soule, Vice President; Judith M. Vale, Vice President; Susan Walsh, Vice
President; Thomas Wolfe, Vice President; Andrea Trachtenberg, Vice President of
Marketing; Robert Conti, Treasurer; Valerie Chang, Assistant Vice President;
Stacy Cooper-Shugrue, Assistant Vice President; Barbara DiGiorgio, Assistant
Vice President; Roberta D'Orio, Assistant Vice President; Joseph G. Galli,
Assistant Vice President; Robert I. Gendelman, Assistant Vice President; Leslie
Holliday-Soto, Assistant Vice President; Jody L. Irwin, Assistant Vice
President; Carmen G. Martinez, Assistant Vice President; Joseph S. Quirk,
Assistant Vice President; Kevin L. Risen, Assistant Vice President; Celeste
Wischerth, Assistant Vice President; KimMarie Zamot, Assistant Vice President;
and Loraine Olavarria, Assistant Secretary. Messrs. Cantor, Egener, Giuliano,
Gendelman, Lainoff, Zicklin, Kassen, Risen, Simons, and Sundman and Mmes.
Prindle, Silver and Vale are principals of Neuberger&Berman.

<PAGE>

Messrs. Egener and Zicklin are trustees and officers, and Messrs.
Sullivan, Weiner, and Russell and Mmes. Brandon, Cooper-Shugrue, DiGiorgio and
Wischerth are officers of each Trust. C. Carl Randolph, a principal 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 principals of Neuberger&Berman.

Sub-Adviser

N&B Management retains Neuberger&Berman, 605 Third Avenue, New York, NY
10158, as a sub-adviser with respect to each Series. The Sub-Advisory Agreement
was approved by the Trustees of Advisers Managers Trust with respect to AMT
Guardian Investments and AMT Mid-Cap Growth Investments on August 20, 1997, and
by holders of the interests in those Series on October 14, 1997.

The Sub-Advisory Agreement provides in substance that Neuberger&Berman
will furnish to N&B Management, upon reasonable request, investment
recommendations and research information of the same type that Neuberger&Berman
from time to time provides to its principals 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 with respect to each Series for a
period of two years after the date the Series became subject to it, 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
Trustees of Managers Trust, or by a 1940 Act majority vote of the outstanding
shares of that Series, 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.

Most money managers that come to the Neuberger&Berman organization have
at least fifteen years experience. Neuberger&Berman and N&B Management employ
experienced professionals that work in a competitive environment.

<PAGE>

The Series are subject to certain limitations imposed on all advisory
clients of Neuberger&Berman (including the Series, The other mutual funds
managed by N&B Management or Neuberger&Berman (the "Other N&B Funds"), and other
accounts) and personnel of Neuberger&Berman and its affiliates. These include,
for example, limits that may be imposed in certain industries or by certain
companies, and policies of Neuberger&Berman that limit the aggregate purchases,
by all accounts under management, of outstanding shares of public companies.

Investment Companies Advised

N&B Management currently serves as investment adviser or manager of the
following investment companies with aggregate net assets of approximately $15.2
billion, as of December 31, 1996. Neuberger&Berman acts as sub-adviser to these
investment companies.

Approximate Net
Assets at
Name December 31, 1996

Neuberger&Berman Cash Reserves . . . . . . . $ 499,989,187
Portfolio (investment portfolio for
Neuberger&Berman Cash Reserves)

Neuberger&Berman Government Money . . . . $ 402,843,399
Portfolio (investment portfolio for
Neuberger&Berman Government Money
Fund)

Neuberger&Berman Limited Maturity Bond . . $ 272,342,178
Portfolio (investment portfolio for
Neuberger&Berman Limited Maturity
Bond Fund and Neuberger&Berman
Limited Maturity Bond Trust)

Neuberger&Berman Ultra Short Bond . . . . . . $ 89,819,435
Portfolio (investment portfolio for
Neuberger&Berman Ultra Short Bond
Fund and Neuberger&Berman Ultra Short
Bond Trust)

Neuberger&Berman Municipal Money . . . . . . $ 135,494,410
Portfolio (investment portfolio for
Neuberger&Berman Municipal Money Fund)

<PAGE>

Neuberger&Berman Municipal Securities . . . . $ 38,634,808
Portfolio (investment portfolio for
Neuberger&Berman Municipal Securities
Trust)

Neuberger&Berman New York Insured . . . . . $ 9,877,137
Intermediate Portfolio (investment portfolio
for Neuberger&Berman New York Insured
Intermediate Fund)

Neuberger&Berman Genesis Portfolio . . . . . . $ 398,343,946
(investment portfolio for Neuberger&Berman
Genesis Fund, and Neuberger&Berman
Genesis Trust)

Neuberger&Berman Guardian Portfolio . . . . . $7,071,702,448
(investment portfolio for Neuberger&Berman
Guardian Fund, Neuberger&Berman
Guardian Trust and Neuberger&Berman
Guardian Assets)

Neuberger&Berman Manhattan Portfolio . . . . $ 574,606,109
(investment portfolio for Neuberger&Berman
Manhattan Fund, Neuberger&Berman
Manhattan Trust and Neuberger&Berman
Manhattan Assets)

Neuberger&Berman International Portfolio......... $ 73,377,704
(investment portfolio for Neuberger&Berman
International Fund)

Neuberger&Berman Partners Portfolio . . . . . . $2,405,865,742
(investment portfolio for Neuberger&Berman
Partners Fund, Neuberger&Berman
Partners Trust and Neuberger&Berman
Partners Assets)

<PAGE>

Neuberger&Berman Focus Portfolio . . . . . . . $1,260,252,029
(investment portfolio for Neuberger&Berman
Focus Fund, Neuberger&Berman Focus
Trust and Neuberger&Berman Focus Assets)

Neuberger&Berman Socially Responsive . . . $ 188,366,394
Portfolio (investment portfolio for
Neuberger&Berman Socially Responsive Fund,
Neuberger&Berman NYCDC Socially
Responsive Trust and Neuberger&Berman
Socially Responsive Trust)

Neuberger&Berman Advisers Managers. . . . . . $1,695,378,078
Trust (six series)

In addition, Neuberger&Berman serves as investment adviser to one
investment company, Plan Investment Fund, Inc., with assets of $70,276,858 at
December 31, 1996.

The investment decisions concerning each Series and the 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. The
investment results achieved by all of the funds managed by N&B Management have
varied from one another in the past and are likely to vary in the future.

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, in terms of amount, 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 outweighs any
disadvantages that may result from contemporaneous transactions.

<PAGE>

DISTRIBUTION ARRANGEMENTS

N&B Management serves as the distributor ("Distributor") in connection
with the offering of each Portfolio's shares. In connection with the sale of its
shares, each Portfolio has authorized the Distributor to give only the
information, and to make only the statements and representations, contained in
the Prospectus and this SAI or that properly may be included in sales literature
and advertisements in accordance with the 1933 Act, the 1940 Act, and applicable
rules of self-regulatory organizations. Sales may be made only by the
Prospectus, which may be delivered either personally or through the mails. The
Distributor is the Portfolio's "principal underwriter" within the meaning of the
1940 Act and, as such, acts as agent in arranging for the sale of each
Portfolio's shares without sales commission or other compensation and bears all
advertising and promotion expenses incurred in the sale of the Portfolios'
shares. The Board of Trustees of the Trust has adopted a non-fee Distribution
Plan for each Portfolio of the Trust, which is described in the Prospectus.

The Trust, on behalf of each Portfolio, and the Distributor are parties
to a Distribution Agreement dated May 1, 1995, that continues until May 1, 1998.
The Distribution Agreement may be renewed annually thereafter if specifically
approved by (1) the vote of a majority of the Portfolio Trustees or a 1940 Act
majority vote of the Portfolio's outstanding shares and (2) the vote of a
majority of the Independent Portfolio Trustees, cast in person at a meeting
called for the purpose of voting on such approval. The Distribution Agreement
may be terminated by either party and will automatically terminate on its
assignment, in the same manner as the Management Agreement and the Investment
Advisory Agreement.

ADDITIONAL REDEMPTION INFORMATION

Suspension of Redemptions

The Portfolios are normally open for business each day the NYSE is open
("Business Day"). The right to redeem a Portfolio's shares may be suspended or
payment of the redemption price postponed (1) when the NYSE is closed (other
than weekend and holiday closings), (2) when trading on the NYSE is restricted,
(3) when an emergency exists as a result of which disposal by the Portfolio's
corresponding Series of securities owned by it is not reasonably practicable or
it is not reasonably practicable for that Series fairly to determine the value
of its net assets, or (4) for such other period as the SEC may by order permit
for the protection of a Portfolio's shareholders; provided that applicable SEC

<PAGE>

rules and regulations shall govern as to whether the conditions prescribed in
(2) or (3) exist. If the right of redemption is suspended, shareholders may
withdraw their offers of redemption or they will receive payment at the NAV per
share in effect at the close of business on the first Business Day after
termination of the suspension.

Redemptions in Kind

Each Portfolio reserves the right, under certain conditions, to honor
any request for redemption (or a combination of requests from the same
shareholder in any 90-day period) exceeding $250,000 or 1% of the net assets of
the Portfolio, whichever is less, by making payment in whole or in part in
securities valued as described under "Share Prices and Net Asset Value" in the
Prospectus. If payment is made in securities, a shareholder generally will incur
brokerage expenses or other transaction costs in converting those securities
into cash and will be subject to fluctuation in the market prices of those
securities until they are sold. The Portfolios do not redeem in kind under
normal circumstances, but would do so when the Trust's Trustees determined that
it was in the best interests of a Portfolio's shareholders as a whole.

DIVIDENDS AND OTHER DISTRIBUTIONS

Each Portfolio distributes to its shareholders (primarily insurance
company separate accounts and Qualified Plans) amounts equal to substantially
all of its share of its corresponding Series' net investment income (after
deducting expenses incurred directly by the Portfolio), any net realized capital
gains (both long-term and short-term) and, any net realized gains from foreign
currency transactions, if any. Each Portfolio calculates its net investment
income and NAV as of the close of regular trading on the NYSE on each Business
Day (currently 4:00 p.m. Eastern time). A Series' net investment income consists
of all income accrued on portfolio assets less accrued expenses; but does not
include net realized or unrealized capital and foreign currency gains or losses.
Net investment income and net gains and losses are reflected in a Series' NAV
(and, hence, its corresponding Portfolio's NAV) until they are distributed.
Dividends from net investment income and distributions of net realized capital
gains and net realized gains from foreign currency transactions, if any,
normally are paid once annually, in February.

49
<PAGE>

ADDITIONAL TAX INFORMATION

Taxation of the Portfolios

In order to continue to qualify for treatment as a RIC under the
Internal Revenue Code of 1986, as amended ("Code"), each Portfolio must
distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting generally of net investment
income, net short-term capital gain, and net gains from certain foreign currency
transactions) ("Distribution Requirement") and must meet several additional
requirements. With respect to each Portfolio, these requirements include the
following: (1) the Portfolio must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of stock, securities or
foreign currencies, or other income (including gains from options, futures, and
forward contracts (collectively, "Hedging Instruments")) derived with respect to
its business of investing in such stock, securities or currencies ("Income
Requirement"); (2) the Portfolio must derive less than 30% of its gross income
each taxable year from the sale or other disposition of stock, securities, or
any of the following, that were held for less than three months -- Hedging
Instruments (other than those on foreign currencies), or foreign currencies (or
Hedging Instruments thereon) that are not directly related to the Portfolio's
principal business of investing in stock or securities (or options and futures
with respect thereto) ("Short-Short Limitation"); and (3) at the close of each
quarter of the Portfolio's taxable year, (i) at least 50% of the value of its
total assets must be represented by cash and cash items, U.S. Government
securities, securities of other RICs and other securities limited, in respect of
any one issuer, to an amount that does not exceed 5% of the value of the
Portfolio's total assets and that does not represent more than 10% of the
issuer's outstanding voting securities, and (ii) not more than 25% of the value
of its total assets may be invested in securities (other than U.S. Government
securities or securities of other RICs) of any one issuer.

The Trust and Managers Trust have received a ruling from the Internal
Revenue Service ("Service") that each Portfolio, as an investor in a
corresponding Series of Managers Trust, will be deemed to own a proportionate
share of the Series' assets and income for purposes of determining whether the
Portfolio satisfies the requirements described above to qualify as a RIC.

<PAGE>

See the next section for a discussion of the tax consequences to the
Portfolios of distributions to them from the Series, investments by the Series
in certain securities, and hedging transactions engaged in by the Series.

Taxation of the Series

Managers Trust has received a ruling from the Service to the effect
that, among other things, each Series will be treated as a separate partnership
for federal income tax purposes and will not be a "publicly traded partnership."
As a result, no Series will be subject to federal income tax; instead, each
investor in a Series, such as a Portfolio, is 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. A Series also will not be
subject to Delaware or New York income or franchise tax.

Because, as noted above, each Portfolio is deemed to own a
proportionate share of its corresponding Series' assets and income for purposes
of determining whether the Portfolio qualifies as a RIC, each Series intends to
conduct its operations so that its corresponding Portfolio will be able to
satisfy all those requirements.

Distributions to a Portfolio from its corresponding Series (whether
pursuant to a partial or complete withdrawal or otherwise) will not result in
the Portfolio's recognition of any gain or loss for federal income tax purposes,
except that (1) gain will be recognized to the extent any cash that is
distributed exceeds the Portfolio's basis for its interest in the Series before
the distribution, (2) income or gain will be recognized if the distribution is
in liquidation of the Portfolio's entire interest in the Series and includes a
disproportionate share of any unrealized receivables held by the Series, (3)
loss will be recognized if a liquidation distribution consists solely of cash
and/or unrealized receivables and (4) gain (and, in certain situations, loss)
may be recognized on an in-kind distribution by the Portfolios. A Portfolio's
basis for its interest in its corresponding Series generally will equal the
amount of cash and the basis of any property the Portfolio invests in the
Series, increased by the Portfolio's share of the Series' net income and capital
gains and decreased by (a) the amount of cash and the basis of any property the
Series distributes to the Portfolio and (b) the Portfolio's share of the Series'
losses.

Dividends, interest, and in some cases, capital gains 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.

<PAGE>

Tax conventions between certain countries and the United States may reduce or
eliminate these foreign taxes, however.

The Series 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 as well as 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.

Pursuant to proposed regulations that are not currently effective,
open-end RICs, such as the Portfolios, would be entitled to elect to
"mark-to-market" their stock in certain PFICs. "Marking-to-market," in this
context, means recognizing as gain for each taxable year the excess, as of the
end of that year, of the fair market value of each such PFIC's stock over the
adjusted basis in that stock (including mark-to-market gain for each prior year
for which an election was in effect).

The use by the Series 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. For each of these Series, gains from the actual
disposition and mark to market of foreign currencies (except certain gains that
may be excluded by future regulations), and gains from Hedging Instruments

<PAGE>

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 actual
disposition by a Series of options and futures contracts (generally 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 actual 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 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 satisfy those
requirements to enable its corresponding Portfolio to qualify for this treatment
for hedging transactions. To the extent a Series does not so qualify, it may be
forced to defer the closing out of certain Hedging Instruments or foreign
currency positions 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 and
certain forward foreign currency contracts 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, 60%
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; however, in certain cases where the futures
contract relates to a foreign currency and certain forward foreign currency
contracts, the gain or loss may be ordinary rather than capital.

AMT Mid-Cap Growth Investments may acquire zero coupon or other
securities issued with OID. As the holder of those securities, the Series (and,
through it, its corresponding Portfolio) must take into income 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 the Portfolio
annually must distribute substantially all of its income (including its share of
its corresponding Series' accrued OID) to satisfy the Distribution Requirement,

<PAGE>

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 the Portfolio's
(or its share of its corresponding Series') cash assets or, if necessary, from
the proceeds of the Series' sales of portfolio securities. These actions are
likely to reduce the Series' and Portfolio's assets and may thereby increase its
expense ratio and decrease its rate of return. The Series may realize capital
gains or losses from those sales, which would increase or decrease its
corresponding Series' investment company taxable income and/or net capital gain.
In addition, any such gains may be realized on the disposition of securities
held for less than three months. Because of the Short-Short Limitation, any such
gains would reduce the Series' ability to sell other securities or Hedging
Instruments or foreign currency positions held for less than three months that
it might wish to sell in the ordinary course of its portfolio management.

VALUATION OF PORTFOLIO SECURITIES

AMT Mid-Cap Growth Investments may invest up to 20% of its assets, in
securities of foreign issuers which are traded on foreign exchanges or in other
foreign markets. Foreign securities may trade on days when the NYSE is closed,
such as Saturdays and U.S. national holidays. However, the Mid-Cap Growth
Portfolio's NAV will be determined only on the days when the NYSE is open for
trading. Therefore, the Mid-Cap Growth Portfolio's NAV may be significantly
affected by such foreign trading on days when shareholders have no access to
redeem or purchase shares of the Portfolio.

PORTFOLIO TRANSACTIONS

Neuberger&Berman acts as each Series' principal broker to the extent a
broker is used 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.

To the extent a broker is not used, 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 typically 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

<PAGE>

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. Some of these research services may be of value to N&B
Management in advising its various clients (including the Series) although not
all of these services are necessarily used by N&B Management in managing the
Series. 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, may designate any dealer to
receive selling concessions, discounts, or other allowances, or may otherwise
deal with any dealer in connection with the acquisition of securities in
underwritings.

Neuberger&Berman may act as broker for the Series in the sale of
options, and for those services would receive brokerage commissions.

Portfolio securities may be loaned from time to time by the Series to
Neuberger&Berman in accordance with the terms and conditions of an order issued
by the Securities and Exchange Commission, excepting such transactions from
certain provisions of the 1940 Act which would otherwise prohibit such
transactions, subject to certain conditions. Among the conditions of the order,
securities loans made by each Series to Neuberger&Berman must be fully secured
by cash collateral. The portion of the income on cash collateral which may be
shared with Neuberger&Berman is determined with reference to the concurrent
arrangements between Neuberger&Berman and non-affiliated lenders with which it
engages in similar transactions. In addition, where Neuberger&Berman borrows
securities from a Series in order to relend them to others, Neuberger&Berman is
required to pay over to that Series, on a quarterly basis, certain "excess
earnings" that Neuberger&Berman otherwise has derived from the re-lending of the
borrowed securities. When Neuberger&Berman desires to borrow a security that a
Series has indicated a willingness to lend, Neuberger&Berman must borrow such
security from the Series rather than from the unaffiliated lender, unless the

<PAGE>

unaffiliated lender is willing to lend such security on more favorable terms (as
specified in the order) than that Series. If a Series' expenses exceed its
income in any securities loan transaction with Neuberger&Berman,
Neuberger&Berman must reimburse the Series for such loss.

Each Series may also lend securities to unaffiliated entities,
including, banks, brokerage firms, and other institutional investors judged
creditworthy by N&B Management, provided that cash or equivalent collateral,
equal to at least 100% of the market value of the loaned securities, is
continuously maintained by the borrower with the Series. The Series may invest
the cash collateral and earn income or it may receive an agreed upon amount of
interest income from a borrower who has delivered equivalent collateral. During
the time securities are on loan, the borrower will pay the Series an amount
equivalent to any dividends or interest paid on such securities. These loans are
subject to termination at the option of the Series or the borrower. The Series
may pay reasonable administrative and custodial fees in connection with a loan
and may pay a negotiated portion of the interest earned on the cash or
equivalent collateral to the borrower or placing broker. The Series does not
have the right to vote securities on loan, but would terminate the loan and
regain the right to vote if that were considered important with respect to the
investment.

A committee of Independent Series Trustees from time to time reviews,
among other things, information relating to securities loans by the Series.

In effecting securities transactions, each Series generally seeks to
obtain the best price and execution of orders. Commission rates, being a
component of price, are considered along with other relevant factors. Each
Series plans to continue to use Neuberger&Berman (or any other affiliated
broker-dealer) as its broker where, in the judgment of N&B Management, (which is
affiliated with Neuberger&Berman), that firm is able to obtain a price and
execution at least as favorable as other qualified brokers. To the Series'
knowledge, however, no affiliate of any Series receives give-ups or reciprocal
business in connection with their securities transactions.

The use of Neuberger&Berman as a broker for a Series is subject to the
requirements of Section 11(a) of the Securities Exchange Act of 1934 ("Section
11(a)"). Section 11(a) prohibits members of national securities exchanges from
retaining compensation for executing exchange transactions for accounts which
they or their affiliates manage, except where they have the authorization of the
persons authorized to transact business for the account and comply with certain
annual reporting requirements. The Board of Trustees of the Series has expressly
authorized Neuberger&Berman to retain such compensation and Neuberger&Berman
complies with the reporting requirements of Section 11(a).

<PAGE>

Under the 1940 Act, commissions paid by a Series to Neuberger&Berman in
connection with a purchase or sale of securities offered on a securities
exchange may not exceed the usual and customary broker's commission.
Accordingly, it is each Series' policy that the commissions to be paid to
Neuberger&Berman must, in N&B Management's judgment be (1) at least as favorable
as those that would be charged by other brokers having comparable execution
capability and (2) at least as favorable as commissions contemporaneously
charged by Neuberger&Berman on comparable transactions for its most favored
unaffiliated customers, except for accounts for which Neuberger&Berman acts as a
clearing broker for another brokerage firm and customers of Neuberger&Berman
considered by a majority of the Independent Series Trustees not to be comparable
to the Series. The Series do not deem it practicable and in their best interest
to solicit competitive bids for commissions on each transaction. However,
consideration regularly is given to information concerning the prevailing level
of commissions charged on comparable transactions by other brokers during
comparable periods of time. The 1940 Act generally prohibits Neuberger&Berman
from acting as principal in the purchase or sale of securities for a Series's
account, unless an appropriate exemption is available.

A committee of Independent Series Trustees from time to time reviews,
among other things, information relating to the commissions charged by
Neuberger&Berman to the Series and to its other customers and information
concerning the prevailing level of commissions charged by other brokers having
comparable execution capability. In addition, the procedures pursuant to which
Neuberger&Berman effects brokerage transactions for the Series must be reviewed
and approved no less often than annually by a majority of the Independent Series
Trustees.

To ensure that accounts of all investment clients, including a Series,
are treated fairly in the event that Neuberger&Berman receives transaction
instructions regarding a security for more than one investment account at or
about the same time, Neuberger&Berman may combine orders placed on behalf of
clients, including advisory accounts in which affiliated persons have an
investment interest, for the purpose of negotiating brokerage commissions or
obtaining a more favorable price. Where appropriate, securities purchased or
sold may be allocated, in terms of amount, to a client according to the
proportion that the size of the order placed by that account bears to the
aggregate size of orders simultaneously placed by the other accounts, subject to
de minimis exceptions. All participating accounts will pay or receive the same
price.

Each Series expects that it will continue to execute a portion of its
transactions through brokers other than Neuberger&Berman. In selecting those

<PAGE>

brokers, N&B Management will consider the quality and reliability of brokerage
services, including execution capability and performance and financial
responsibility, and may consider the research and other investment information
provided by those brokers, and the willingness of particular brokers to sell the
Variable Contracts issued by the Life Companies.

A committee, comprised of officers of N&B Management and principals of
Neuberger&Berman who are portfolio managers of some of the Series and Other N&B
Funds (collectively, "N&B Funds") and some of Neuberger&Berman's managed
accounts ("Managed Accounts") evaluates semi-annually the nature and quality of
the brokerage and research services provided by other brokers. Based on this
evaluation, the committee establishes a list and projected rankings of preferred
brokers for use in determining the relative amounts of commissions to be
allocated to those brokers. Ordinarily the brokers on the list effect a large
portion of the brokerage transactions for the N&B Funds and the Managed Accounts
that are not effected by Neuberger&Berman. However, in any semi-annual period,
brokers not on the list may be used, and the relative amounts of brokerage
commissions paid to the brokers on the list may vary substantially from the
projected rankings. These variations reflect the following factors, among
others: (1) brokers not on the list or ranking below other brokers on the list
may be selected for particular transactions because they provide better price
and/or execution, which is the primary consideration in allocating brokerage;
and (2) adjustments may be required because of periodic changes in the execution
or research capabilities of particular brokers, or in the execution or research
needs of the N&B Funds and/or the Managed Accounts; and (3) the aggregate amount
of brokerage commissions generated by transactions for the N&B Funds and the
Managed Accounts may change substantially from one semi-annual period to the
next.

The commissions paid to a broker other than Neuberger&Berman may be
higher than the amount another firm might charge if N&B Management determines in
good faith that the amount of those commissions is reasonable in relation to the
value of the brokerage and research services provided by the broker. N&B
Management believes that those research services provide the Series with
benefits by supplementing the information otherwise available to N&B Management.
That research information may be used by N&B Management in servicing their
respective funds and, in some cases, by Neuberger&Berman in servicing the
Managed Accounts. On the other hand, research information received by N&B
Management from brokers effecting portfolio transactions on behalf of the Other
N&B Funds and by Neuberger&Berman from brokers executing portfolio transactions
on behalf of the Managed Accounts may be used for the Series' benefit.

<PAGE>

Jennifer K. Silver, Brooke A. Cobb, Kevin L. Risen, and Kent C. Simons
are the persons primarily responsible for making decisions as to specific action
to be taken with respect to the investment portfolios of the Series. Each of
them has full authority to take action with respect to portfolio transactions
and may or may not consult with other personnel of N&B Management prior to
taking such action. Each is a Vice President of N&B Management, and Ms. Silver
and Messrs. Risen and Simons are principals of Neuberger&Berman. For more
information on these individuals, see "Management and Administration" in the
Prospectus.

Portfolio Turnover

The portfolio turnover rate is calculated by dividing the lesser of the
cost of the securities purchased or the proceeds from the securities sold by the
Series during the fiscal year (other than securities, including options, foreign
financial futures contracts and forward contracts, whose maturity or expiration
date at the time of acquisition was one year or less), divided by the month-end
average monthly value of such securities owned by the Series during the year.

REPORTS TO SHAREHOLDERS

Shareholders of each Portfolio receive unaudited semi-annual financial
statements, as well as year-end financial statements audited by the independent
auditors for the Portfolio and for its corresponding Series. Each Portfolio's
report shows the investments owned by its corresponding Series and the market
values thereof and provides other information about the Portfolio and its
operations. In addition, the report contains the Portfolio's financial
statements, including the Portfolio's beneficial interest in its corresponding
Series.

CUSTODIAN AND TRANSFER AGENT

Each Portfolio and Series has selected State Street Bank and Trust
Company ("State Street"), 225 Franklin Street, Boston, Massachusetts 02110 as
custodian for its securities and cash. State Street also serves as each
Portfolio's Transfer Agent and shareholder servicing agent, administering
purchases and redemptions Trust shares.

<PAGE>

INDEPENDENT AUDITORS

Each Portfolio and Series has selected Ernst & Young LLP, 200 Clarendon
Street, Boston, Massachusetts 02116 as the independent auditors who will audit
its financial statements.

LEGAL COUNSEL

Each Portfolio and Series has selected Dechert Price & Rhoads, 1500 K
Street, N.W., Suite 500, Washington, D.C. 20005 as legal counsel.

REGISTRATION STATEMENT

This SAI and Prospectus do not contain all the information included in
the Trust's registration statement filed with the SEC under the 1933 Act with
respect to the securities offered by the Prospectus. Certain portions of the
registration statement have been omitted pursuant to SEC rules and regulations.
The registration statement, including the exhibits filed therewith, may be
examined at the SEC's offices in Washington, D.C.

Statements contained in this SAI and any Prospectus as to the contents
of any contract or other document referred to are not necessarily complete, and
in each instance reference is made to the copy of the contract or other document
filed as an exhibit to the registration statement, each such statement being
qualified in all respects by such reference.

<PAGE>

Appendix A

RATINGS OF SECURITIES

S&P corporate bond ratings:

AAA - Bonds rated AAA have the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.

AA - Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the higher rated issues only in small degree.

A - Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

BBB - Bonds rated BBB are regarded as having an adequate capacity to
pay principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

BB, B, CCC, CC, C - Bonds rated BB, B, CCC, CC, and C are regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and C the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

CI - The rating CI is reserved for income bonds on which no interest is
being paid.

D - Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

Plus (+) or Minus (-) - The ratings above may be modified by the
addition of a plus or minus sign to show relative standing within the major
categories.

A-1

<PAGE>

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.

A-2

<PAGE>

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.

A-3

<PAGE>

Appendix B

A CONVERSATION WITH ROY NEUBERGER

B-1
<PAGE>

The Art of Investing:
A Conversation with Roy Neuberger

"I firmly believe that if you want
to manage your own money, you must
be a student of the market. If you
are unwilling or unable to do that,
find someone else to manage your
money for you."

NEUBERGER&BERMAN

B-2

<PAGE>

THIS PAGE IS BLANK - IT IS AN INSIDE PAGE OF THIS BROCHURE

B-3

<PAGE>

PICTURE OF ROY NEUBERGER

During my more than sixty-five years of buying and
selling securities, I've been asked many questions about my
approach to investing. On the pages that follow are a variety
of my thoughts, ideas and investment principles which have
served me well over the years. If you gain useful knowledge in
the pursuit of profit as well as enjoyment from these
comments, I shall be more than content.

\s\ Roy R. Neuberger

B-4

<PAGE>

<TABLE>

<S> <C>
YOU'VE BEEN ABLE TO
CONDENSE SOME OF THE
CHARACTERISTICS OF
SUCCESSFUL INVESTING INTO
FIVE "RULES." WHAT ARE
THEY?

Rule #1: Be flexible. My philosophy has
necessarily changed from time to time because
of events and because of mistakes. My views
change as economic, political, and
technological changes occur both on and
sometimes off our planet. It is imperative
that you be willing to change your thoughts
to meet new conditions.

Rule #2: Take your
temperament into account.
Recognize whether you are
by nature very speculative
or just the opposite --
fearful, timid of taking
risks. But in any event --

Diversify your Rule #3: Be broad-gauged.
investments, Diversify your investments,
make sure that make sure that some of your
some of your principal is kept safe, and
principal is try to increase your income
kept safe, and as well as your capital.
try to increase
your income as
well as your
capital. PICTURE OF ROY NEUBERGER

B-5

<PAGE>

Rule #4: Always remember there are many ways
to skin a cat! Ben Graham and David Dodd did
it by understanding basic values. Warren
Buffet invested his portfolio in a handful of
long-term holdings, while staying involved
with the companies' managements. Peter Lynch
chose to understand, first-hand, the products
of many hundreds of the companies he invested
in. George Soros showed his genius as a hedge
fund investor who could decipher world
currency trends. Each has been successful in
his own way. But to be successful, remember
to-

Rule #5: Be skeptical. To
repeat a few well-worn
useful phrases:

A. Dig for yourself.
B. Be from Missouri.
C. If it sounds too
good to be true, it
probably is.

IN YOUR 65 YEARS OF INVESTING ARE THERE ANY
GENERAL PATTERNS YOU'VE OBSERVED AS TO HOW
THE MARKET BEHAVES?

B-6

<PAGE>

Every decade that I've been involved with
Wall Street has a nuance of its own, an
economic and social climate that influences
investors. But generally, bull markets tend
to be longer than bear markets, and stock
prices tend to go up more slowly and
erratically than they go down. Bear markets
tend to be shorter and of greater intensity.
The market rarely rises or declines
concurrently with business cycles longer than
six months.

AS A LEGENDARY "VALUE
INVESTOR," HOW DO YOU
DEFINE VALUE INVESTING?

Value investing means finding the best values
-- either absolute or relative. Absolute
means a stock has a low market price relative
to its own fundamentals. Relative value means
the price is attractive relative to the
market as a whole.

COULD YOU DESCRIBE A STOCK
WITH "GOOD VALUE"?

A classic example is a company that has a low
price to earnings ratio, a low price to book
ratio, free cash flow, a strong balance
sheet, undervalued corporate assets,
unrecognized earnings turnaround and is
selling at a discount to private market
value.

B-7

<PAGE>

These characteristics usually lead to
companies that are under-researched and have
a high degree of inside ownership and
entrepreneurial management.

One of my colleagues at Neuberger&Berman says
he finds his value stocks either "under a
cloud" or "under a rock." "Under a cloud"
stocks are those Wall Street in general
doesn't like, because an entire industry is
out of favor and even the good stocks are
being dropped. "Under a rock" stocks are
those Wall Street is ignoring, so you have to
uncover them on your own.

ARE THERE OTHER KEY
CRITERIA YOU USE TO JUDGE
STOCKS?

I'm more interested in longer-term trends in
earnings than short-term trends. Earnings
gains should be the product of long-term
strategies, superior management, taking
advantage of business opportunities and so
on. If these factors are in their proper
place, short-term earnings should not be of
major concern. Dividends are an important
extra because, if they're stable, they help
support the price of the stock.

WHAT ABOUT SELLING STOCKS?

B-8

<PAGE>

Most individual investors should invest for
the long term but not mindlessly. A sell
discipline, often neglected by investors, is
vitally important.

"One should fall One should fall in love
in love with with ideas, with people, or
ideas, with with idealism. But in my
people or with book, the last thing to
idealism. But fall in love with is a
in my book, the particular security. It is
last thing to after all just a sheet of
fall in love paper indicating a part
with is a ownership in a corporation
particular and its use is purely
security." mercenary. If you must
love a security, stay in love with it until
it gets overvalued; then let somebody else
fall in love.

PICTURE OF ROY NEUBERGER

B-9

<PAGE>

ANY OTHER ADVICE FOR
INVESTORS?

I firmly believe that if you want to manage
your own money, you must be a student of the
market. If you're unwilling or unable to do
that, find someone else to manage your money
for you. Two options are a well-managed
no-load mutual fund or, if you have enough
assets for separate account management, a
money manager you trust with a good record.

HOW WOULD YOU DESCRIBE YOUR
PERSONAL INVESTING STYLE?

Every stock I buy is bought to be sold. The
market is a daily event, and I continually
review my holdings looking for selling
opportunities. I take a profit occasionally
on something that has gone up in price over
what was expected and simultaneously take
losses whenever misjudgment seems evident.
This creates a reservoir of buying power that
can be used to make fresh judgments on what
are the best values in the market at that
time. My active investing style has worked
well for me over the years, but for most
investors I recommend a longer-term approach.

B-10

<PAGE>

I tend not to worry very must about the day
to day swings of the market, which are very
hard to comprehend. Instead, I try to be
rather clever in diagnosing values and trying
to win 70 to 80 percent of the time.

YOU BEGAN INVESTING IN
1929. WHAT WAS YOUR
EXPERIENCE WITH THE "GREAT
CRASH"?

The only money I managed in the Panic of 1929
was my own. My portfolio was down about 12
percent, and I had an uneasy feeling about
the market and conditions in general. Those
were the days of 10 percent margin. I studied
the lists carefully for a stock that was
overvalued in my opinion and which I could
sell short as a hedge. I came across RCA at
about $100 per share. It had recently split 5
for 1 and appeared overvalued. There were no
dividends, little income, a low net worth and
a weak financial position. I sold RCA short
in the amount equal to the dollar value of my
long portfolio. It proved to be a timely and
profitable move.

HOW DID THE CRASH OF 1929
AFFECT YOUR INVESTING
STYLE?

B-11

<PAGE>

I am prematurely bearish when the market goes
up for a long time and everybody is happy
because they are richer. I am very bullish
when the market has gone down perceptibly and
I feel it has discounted any troubles we are
going to have.

HOW IMPORTANT ARE
PSYCHOLOGICAL FACTORS TO
MARKET BEHAVIOR?

There are many factors in addition to
economic statistics or security analysis in a
buy or sell decision. I believe psychology
plays an important role in the Market. Some
people follow the crowd in hopes they'll be
swept along in the right direction, but if
the crowd is late in acting, this can be a
bad move.

I like to be contrary. When things look bad,
I become optimistic. When everything looks
rosy, and the crowd is optimistic, I like to
be a seller. Sometimes I'm too early, but I
generally profit.

AS A RENOWNED ART COLLECTOR, DO YOU FIND
SIMILARITIES BETWEEN SELECTING STOCKS AND
SELECTING WORKS OF ART?

B-12

<PAGE>

Both are an art, although
picking stocks is a minor
"When things art compared with painting,
look bad, I sculpture or literature. I
become started buying art in the
optimistic. 30s, and in the 40s it was
When everything a daily, almost hourly
looks rosy, and occurrence. My inclination
the crowd is to buy the works of living
optimistic, I artists comes from Van
like to be a Gogh, who sold only one
seller." painting during his
lifetime. He died in
poverty, only then to
become a legend and have
his work sold for millions
of dollars.

PICTURE OF ROY NEUBERGER

There are more variables to consider now in
both buying art and picking stocks. In the
modern stock markets, the heavy use of
futures and options has changed the nature of
the investment world. In past times, the
stock market was much less complicated, as
was the art world.

Artists rose and fell on their own merits
without a lot of publicity and attention. As
more and more dealers are involved with
artists, the price of their work becomes
inflated. So I almost always buy works of
unknown, relatively undiscovered artists,
which, I suppose is similar to value
investing.

B-13

<PAGE>

But the big difference in my view of art and
stocks is that I buy a stock to sell it and
make money. I never bought paintings or
sculptures for investment in my life. The
objective is to enjoy their beauty.

B-14

<PAGE>

WHAT DO YOU CONSIDER THE
BUSINESS MILESTONES IN YOUR
LIFE?

Being a founder of Neuberger&Berman and
creating one of the first no-load mutual
funds. I started on Wall Street in 1929, and
during the depression I managed my own money
and that of my clientele. We all prospered,
but I wanted to have my own firm. In 1939 I
became a founder of Neuberger&Berman, and for
about 10 years we managed money for
individuals with substantial financial
assets. But I also wanted to offer the
smaller investor the benefits of professional
money management, so in 1950 I created the
Guardian Mutual Fund (now known as the
Neuberger&Berman Guardian Fund). The Fund was
kind of an innovation in its time because it
didn't charge a sales commission. I thought
the public was being overcharged for mutual
funds, so I wanted to create a fund that
would be offered directly to the public
without a sales charge. Now of course the
"no-load" fund business is a huge industry. I
managed the Fund myself for over 28 years.

PICTURE OF ROY NEUBERGER

B-15

<PAGE>

YOU'RE IN YOUR NINETIES AND STILL YOU GO INTO
THE OFFICE EVERY DAY TO MANAGE YOUR
INVESTMENTS. WHY?

I like the fun of being nimble in the stock
market, and I'm addicted to the market's
fascinations.

WHAT CLOSING WORDS OF
ADVICE DO YOU HAVE ABOUT
INVESTING?

Realize that there are opportunities at all
times for the adventuresome investor. And
stay in good physical condition. It's a
strange thing. You do not dissipate your
energies by using them. Exercise your body
and your brain every day, and you'll do
better in investments and in life.

ROY NEUBERGER: A BRIEF
BIOGRAPHY

Roy Neuberger is a founder of the investment
management firm Neuberger&Berman, and a
renowned value investor. He is also a
recognized collector of contemporary American
art, much of which he has given away to
museums and colleges across the country.

B-16

<PAGE>

During the 1920s, Roy studied art in
Paris. When he realized he didn't possess the
talent to become an artist, he decided to
collect art, and to support this passion, Roy
turned to investing -- a pursuit for which
his talents have proven more than adequate.

A TALENT FOR INVESTING

Roy began his investment career by
joining a brokerage firm in 1929, seven
months before the "Great Crash." Just weeks
before "Black Monday," he shorted the stock
of RCA, thinking it was overvalued. He
profited from the falling market and gained a
reputation for market prescience and stock
selection that has lasted his entire career.

NEUBERGER&BERMAN'S FOUNDING

Roy's investing acumen attracted
many people who wished to have him manage
their money. In 1939, at the age of 36, after
purchasing a seat on the New York Stock
Exchange, Roy founded Neuberger&Berman to
provide money management services to people
who lacked the time, interest or expertise to
manage their own assets.

B-17

<PAGE>

NEUBERGER&BERMAN -- OVER
FIVE DECADES OF GROWTH

Neuberger&Berman has grown through
the years and now manages approximately $30
billion of equity and fixed income assets,
both domestic and international, for
individuals, institutions, and its family of
no-load mutual funds. Today, as when the firm
was founded, Neuberger&Berman follows a value
approach to investing, designed to enable
clients to advance in good markets and
minimize losses when conditions are less
favorable.

B-18

<PAGE>

Neuberger&Berman
Management
Inc.SERVICE MARK

605 Third
Avenue, 2nd
Floor
New York, NY
10158-0180
Shareholder Services
(800) 877-9700

PRINTED ON RECYCLED PAPER
WITH SOY BASED INKS

===============================================================================

B-19

</TABLE>
<PAGE>

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
POST-EFFECTIVE AMENDMENT NO. 25 ON FORM N-1A

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements: Inapplicable.

(b) Exhibits:

Exhibit
Number Description

(1) (a) Certificate of Trust of Registrant.*

(b) Trust Instrument of Registrant.*

(2) By-laws of Registrant.*

(3) Voting Trust Agreement. None.

(4) (a) Trust Instrument of Registrant, Articles IV,
V and VI.*

(b) By-laws of Registrant, Articles V, VI and
VIII.*

(5) (a) Management Agreement Between Advisers
Managers Trust and Neuberger&Berman
Management Incorporated.*

(b) Sub-Advisory Agreement Between
Neuberger&Berman Management Incorporated and
Neuberger&Berman with Respect to Advisers
Managers Trust.*

(c) Substitution Agreement among Neuberger&Berman
Management Inc., Advisers Managers Trust,
Neuberger&Berman, L.P. and Neuberger&Berman, LLC.*

(d) Schedule designating series of Advisers
Managers Trust subject to the Management
Agreement. Filed herewith.

<PAGE>

(e) Schedule designating series of Advisers
Managers Trust subject to the Sub-Advisory
Agreement. Filed herewith.

(6) (a) Distribution Agreement Between Registrant and
Neuberger&Berman Management Incorporated.*

(b) Schedule designating series of Registrant
subject to the Distribution Agreement. Filed
herewith.

(7) Bonus, Profit Sharing or Pension Plans. None.

(8) (a) Custodian Contract Between Registrant and
State Street Bank and Trust Company.**

(b) Letter Agreement adding the International
Portfolio of Registrant to the Custodian
Contract.*

(c) Schedule A to the Custodian Contract
designating approved foreign banking
institutions and securities depositories.***

(d) Custodian Fee Schedule.***

(e) Form of Letter Agreement adding the Mid-Cap Growth
and Guardian Portfolios of Registrant to the
Custodian Contract and Transfer Agency Agreement.
Filed herewith.

(f) Schedule designating Series of Registrant subject to
Custodian Contract. Filed herewith.

(9) (a) Transfer Agency Agreement Between Registrant
and State Street Bank and Trust Company.**

(b) Administration Agreement Between Registrant
and Neuberger&Berman Management
Incorporated.*

(d) Letter Agreement adding the International
Portfolio of Registrant to the Transfer
Agency Agreement.*

(e) Reimbursement Agreement between Registrant,
on behalf of the International Portfolio, and
Neuberger&Berman Management Inc.*

<PAGE>

(f) Form of Letter Agreement adding the Mid-Cap Growth
and Guardian Portfolios of Registrant to the
Transfer Agency Agreement (see Exhibit 8(e).
Filed herewith.

(g) Schedule designating Series of Registrant
subject to the Administration Agreement.
Filed herewith.

(h) Reimbursement Agreement between Registrant,
on behalf of the Mid-Cap Growth and Guardian
Portfolios, and Neuberger&Berman Management
Inc. Filed herewith.

(i) Schedule designating Series of Registrant
subject to the Transfer Agency Agreement.
Filed herewith.

(10) (a) Consent of Dechert Price & Rhoads. Filed
herewith.

(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) (a) Distribution Plan Pursuant to Rule 12b-1.*

(b) Schedule designating Series of Registrant
subject to the Distribution Plan. Filed
herewith.

(16) Schedule of Computation of Performance
Quotations.***

(17) Financial Data Schedules. None.

* Incorporated by reference to Post-Effective Amendment
No. 22 to Registrant's Registration Statement, File
Nos. 2-88566 and 811-4255, EDGAR Accession No.
0000943663-97-000091.

** Incorporated by reference to Post-Effective Amendment
No. 20 to Registrant's Registration Statement, File

<PAGE>

Nos. 2-88566 and 811-4255, EDGAR Accession No.
0000943663-96-000107.

*** Incorporated by reference to Post-Effective Amendment
No. 23 to Registrant's Registration Statement, File
Nos. 2-88566 and 811-4255, EDGAR Accession No.
0000943663-97-000094.

Item 25. Persons Controlled By or Under Common Control with
Registrant

Not Applicable.

Item 26. Number of Holders of Securities

As of October 2, 1997, the number of record holders of the Portfolios
of the Registrant was as follows:

Title of Class Number of Record Holders

Balanced Portfolio 25

Growth Portfolio 21

Liquid Asset Portfolio 6

Limited Maturity Bond Portfolio 36

Partners Portfolio 36

Government Income Portfolio 4

As of October 2, 1997, the International Portfolio, Guardian Portfolio
and Mid-Cap Growth 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

<PAGE>

by a court or other body to be liable to the Registrant or its shareholders by
reason of "willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office" ("Disabling
Conduct"), or not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Registrant. In the event of a settlement,
no indemnification may be provided unless there has been a determination that
the officer or trustee did not engage in Disabling Conduct (i) by the court or
other body approving the settlement; (ii) by at least a majority of those
trustees who are neither interested persons, as that term is defined in the
Investment Company Act of 1940, of the Registrant ("Independent Trustees"), nor
are parties to the matter based upon a review of readily available facts; or
(iii) by written opinion of independent legal counsel based upon a review of
readily available facts.

Pursuant to Article IX, Section 3 of the Trust Instrument, if any
present or former shareholder of any series ("Series") of the Registrant shall
be held personally liable solely by reason of his being or having been a
shareholder and not because of his acts or omissions or for some other reason,
the present or former shareholder (or his heirs, executors, administrators or
other legal representatives or in the case of any entity, its general successor)
shall be entitled out of the assets belonging to the applicable Series to be
held harmless from and indemnified against all loss and expense arising from
such liability. The Registrant, on behalf of the affected Series, shall, upon
request by such shareholder, assume the defense of any claim made against such
shareholder for any act or obligation of the Series and satisfy any judgment
thereon from the assets of the Series.

Section 9 of the Management Agreement between Advisers Managers Trust
and Neuberger&Berman Management Incorporated ("N&B Management") provides that
neither N&B Management nor any director, officer or employee of N&B Management
performing services for any Series of Advisers Managers Trust (each a
"Portfolio") at the direction or request of N&B Management in connection with
N&B 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

<PAGE>

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.

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

<PAGE>

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: (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.

<PAGE>

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.

Claudia A. Brandon Secretary, Neuberger&Berman Advisers
Vice President, N&B Management Trust (Delaware business trust);
Management Secretary, Advisers Managers Trust;
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.

Brooke A. Cobb Portfolio Manager, Putnam
Vice President Investment Management, Inc. (2).
N&B Management

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 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 Treasurer, Neuberger&Berman
Assistant Vice President, Advisers Management Trust (Delaware
N&B Management business 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 Management Trust
N&B Management; (Delaware business trust); Chairman of the
Principal, Board and Trustee, Advisers Managers Trust;
Neuberger&Berman, LLC 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>

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.

C. Carl Randolph Assistant Secretary,
Principal, Neuberger&Berman Advisers Management
Neuberger&Berman, LLC Trust (Delaware business trust); Assistant
Secretary, Advisers Management Trust;
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 Treasurer, Neuberger&Berman Advisers
Vice President, Management Trust (Delaware business trust);
N&B Management Treasurer, Advisers Managers Trust;
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.

Jennifer K. Silver Portfolio Manager, Putnam
Vice President, Investment Management, Inc. (2)
N&B Management
Principal,
Neuberger&Berman LLC

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 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 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.
<PAGE>

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;
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 trust);
Neuberger&Berman, LLC President and Trustee, Advisers Managers
Trust; 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 October 31, 1995.
(2) Until June 1997.

Item 29. Principal Underwriters

(a) Neuberger&Berman Management Incorporated, the principal underwriter
distributing securities of the Registrant, is also the principal underwriter and
distributor for each of the following investment companies:

Neuberger&Berman Equity Funds
Neuberger&Berman Equity Assets
Neuberger&Berman Equity Trust
Neuberger&Berman Income Funds
Neuberger&Berman Income Trust

Neuberger&Berman Management Incorporated 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

Valerie Chang Assistant Vice President None

Brooke A. Cobb Vice President None

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)

Brian J. Gaffney Vice President None

Joseph G. Galli Assistant Vice President None

Robert I. Gendelman Vice President None

Theodore P. Giuliano Vice President and Director None

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
<PAGE>

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 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

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
</TABLE>

(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.

<PAGE>

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.

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

(a) 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, in the event that the information called for by
Item 5A of Form N-1A with respect to the Mid-Cap Growth and Guardian Portfolios
of Registrant has been presented in the Registrant's latest annual report to
shareholders.

(b) Registrant undertakes to file a Post-Effective amendment, with
respect to the Mid-Cap Growth and Guardian Portfolios of Registrant, using
financial statements which need not be certified, within four to six months from
the effective date of this Registration Statement under the Securities Act of
1933 or the date on which such Portfolios become operational.

<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. 25 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 13th day of October, 1997.

NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST

By: /s/ Lawrence Zicklin
Lawrence Zicklin
President, Trustee and
Principal Executive Officer

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 25 has been signed below by the following persons
in the capacities and on the date indicated.

Signature Title Date

*Stanley Egener Chairman and Trustee October 13, 1997

/s/ Lawrence Zicklin President and Trustee October 13, 1997
Lawrence Zicklin Principal Executive Officer)

*Michael J. Weiner Vice President October 13, 1997
(Principal Financial Officer)

*Richard Russell Treasurer October 13, 1997
(Principal Accounting Officer)

*Faith Colish Trustee October 13, 1997

*Walter G. Ehlers Trustee October 13, 1997

*Leslie A. Jacobson Trustee October 13, 1997

*Robert M. Porter Trustee October 13, 1997

*Ruth E. Salzmann Trustee October 13, 1997

*Peter P. Trapp Trustee October 13, 1997

* By:/s/ Lawrence Zicklin
Lawrence Zicklin
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. 25 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 13th day of October, 1997.

ADVISERS MANAGERS TRUST

By: /s/ Lawrence Zicklin
Lawrence Zicklin
President, Trustee and
Principal Executive Officer

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 25 has been signed below by the following persons
in the capacities and on the date indicated.

Signature Title Date

*Stanley Egener Chairman and Trustee October 13, 1997

/s/ Lawrence Zicklin President and Trustee October 13, 1997
Lawrence Zicklin (Principal Executive Officer)

*Michael J. Weiner Vice President October 13, 1997
(Principal Financial Officer)

*Richard Russell Treasurer October 13, 1997
(Principal Accounting Officer)

*Faith Colish Trustee October 13, 1997

*Walter G. Ehlers Trustee October 13, 1997

*Leslie A. Jacobson Trustee October 13, 1997

*Robert M. Porter Trustee October 13, 1997

*Ruth E. Salzmann Trustee October 13, 1997

*Peter P. Trapp Trustee October 13, 1997

* By:/s/ Lawrence Zicklin
Lawrence Zicklin
as Attorney-in Fact

<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBITS
FILED
WITH

POST-EFFECTIVE AMENDMENT NO. 25
TO THE
REGISTRATION STATEMENT

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

<PAGE>

INDEX TO EXHIBITS
(for Post-Effective Amendment No. 25)

Exhibit No.
Under Part C
of Form N-1A Name of Exhibit

(1) (c) Schedule A to Trust Instrument of Registrant
designating Series of Registrant.

(5) (d) Schedule designating series of Advisers Managers
Trust subject to the Management Agreement.

(e) Schedule designating series of Advisers Managers
Trust subject to the Sub-Advisory Agreement.

(6) (b) Schedule designating Series of Registrant subject
to the Distribution Agreement.

(8) (e) Form of Letter Agreement adding the Mid-Cap Growth
and Guardian Portfolios of Registrant to the
Custodian Contract and Transfer Agency Agreement.

(f) Schedule designating Series of Registrant subject
to Custodian Contract.

(9) (g) Schedule designating Series of Registrant subject
to the Administration Agreement.

(h) Reimbursement Agreement between Registrant, on
behalf of the Mid-Cap Growth and Guardian
Portfolios, and Neuberger&Berman Management Inc.

(i) Schedule designating Series of Registrant subject
to the Transfer Agency Agreement.

(10) (a) Consent of Dechert Price & Rhoads.

(15) (b) Schedule designating Series of Registrant subject
to the Distribution Plan.

SCHEDULE A
TO TRUST INSTRUMENT

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

SERIES

AMT Growth Investments

AMT Partners Investments

AMT Balanced Investments

AMT Government Income Investments

AMT Limited Maturity Bond Investments

AMT Liquid Asset Investments

AMT International Investments

AMT Guardian Investments

AMT Mid-Cap Growth Investments

Dated: October 15, 1997

ADVISERS MANAGERS TRUST
MANAGEMENT AGREEMENT

SCHEDULE A

SERIES Date Added to Agreement

AMT Growth Investments May 1, 1995

AMT Partners Investments May 1, 1995

AMT Balanced Investments May 1, 1995

AMT Government Income Investments May 1, 1995

AMT Limited Maturity Bond Investments May 1, 1995

AMT Liquid Asset Investments May 1, 1995

AMT International Investments May 1, 1997

AMT Guardian Investments October 15, 1997

AMT Mid-Cap Growth Investments October 15, 1997

Dated: October 15, 1997

<PAGE>

ADVISERS MANAGERS TRUST
MANAGEMENT AGREEMENT

SCHEDULE B

Compensation pursuant to Paragraph 3 of the Advisers Managers Trust
Management Agreement shall be calculated in accordance with the following
schedules:

AMT Growth Investments
AMT Partners Investments
AMT Balanced Investments
AMT GuardIan Investments
AMT Mid-Cap Growth Investments

0.55% on the first $250 million of average daily net assets 0.525% on the next
$250 million of average daily net assets 0.50% on the next $250 million of
average daily net assets 0.475% on the next $250 million of average daily net
assets 0.450% on the next $500 million of average daily net assets 0.425% on
average daily net assets in excess of $1.5 billion

AMT Government Income Investments

0.35% on the first $500 million of average daily net assets 0.325% on the next
$500 million of average daily net assets 0.30% on the next $500 million of
average daily net assets 0.275% on the next $500 million of average daily net
assets 0.25% on average daily net assets in excess of $2 billion

AMT Limited Maturity Bond Investments
AMT Liquid Asset Investments

0.25% on the first $500 million of average daily net assets 0.225% on the next
$500 million of average daily net assets 0.20% on the next $500 million of
average daily net assets 0.175% on the next $500 million of average daily net
assets 0.15% on average daily net assets in excess of $2 billion

AMT International Investments

0.85% of the first $250 million of the average daily net assets 0.825% of the
next $250 million of the average daily net assets 0.80% of the next $250 million
of the average daily net assets 0.775% of the next $250 million of the average
daily net assets 0.75% of the next $500 million of the average daily net assets
0.725% on average daily net assets in excess of $1.5 billion

DATED: October 15, 1997

NEUBERGER & BERMAN MANAGEMENT
SUB-ADVISORY AGREEMENT

SCHEDULE A

SERIES Date Added to Agreement

AMT Growth Investments May 1, 1995

AMT Partners Investments May 1, 1995

AMT Balanced Investments May 1, 1995

AMT Government Income Investments May 1, 1995

AMT Limited Maturity Bond Investments May 1, 1995

AMT Liquid Asset Investments May 1, 1995

AMT International Investments May 1, 1997

AMT Guardian Investments October 15, 1997

AMT Mid-Cap Growth Investments October 15, 1997

Dated: October 15, 1997

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
DISTRIBUTION AGREEMENT

SCHEDULE A

SERIES DATE ADDED TO AGREEMENT

Balanced Portfolio May 1, 1995

Growth Portfolio May 1, 1995

Liquid Asset Portfolio May 1, 1995

Limited Maturity Bond Portfolio May 1, 1995

Partners Portfolio May 1, 1995

Government Income Portfolio May 1, 1995

International Portfolio May 1, 1997

Guardian Portfolio October 15, 1997

Mid-Cap Growth Portfolio October 15, 1997

Dated: October 15, 1997

State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, MA 02171

Re: Neuberger & Berman Advisers Management Trust: Guardian Portfolio and
Mid-Cap Growth Portfolio

Gentlemen:

This is to advise you that Neuberger & Berman Advisers Management Trust has
established two new series of shares to be known as Guardian Portfolio and
Mid-Cap Growth Portfolio. In accordance with the Additional Funds provision of
Section 17 of the Custodian Contract dated 5/1/95 and Section 9 of the Transfer
Agency and Services Agreement dated 5/1/95 between the Fund and State Bank and
Trust Company, the Fund hereby requests that you act as Custodian and Transfer
Agent for the new series under the terms of the respective contracts.

Please indicate your acceptance of the foregoing by executing two copies of this
Letter Agreement, returning one to the Fund and retaining one copy for your
records.

By:_____________________
Michael J. Weiner
Vice President
Advisers Management Trust

Agreed to as of this_______day of ____________, 199____.

State Street Bank and Trust Company

By:______________________

Title:_____________________

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
CUSTODY AGREEMENT

SCHEDULE A

SERIES DATE ADDED TO AGREEMENT

Balanced Portfolio May 1, 1995

Growth Portfolio May 1, 1995

Liquid Asset Portfolio May 1, 1995

Limited Maturity Bond Portfolio May 1, 1995

Partners Portfolio May 1, 1995

Government Income Portfolio May 1, 1995

International Portfolio May 1, 1997

Guardian Portfolio October 15, 1997

Mid-Cap Growth Portfolio October 15, 1997

Dated: October 15, 1997

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
ADMINISTRATION AGREEMENT

SCHEDULE A

SERIES Date Added to Agreement

Balanced Portfolio May 1, 1995

Growth Portfolio May 1, 1995

Liquid Asset Portfolio May 1, 1995

Limited Maturity Bond Portfolio May 1, 1995

Partners Portfolio May 1, 1995

Government Income Portfolio May 1, 1995

International Portfolio May 1, 1997

Guardian Portfolio October 15, 1997

Mid-Cap Growth Portfolio October 15, 1997

Dated: October 15, 1997

<PAGE>

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
ADMINISTRATION AGREEMENT

SCHEDULE B

Compensation pursuant to Paragraph 3 of the Neuberger & Berman Advisers
Management Trust Administration Agreement shall be the following percentage per
annum of the average daily net assets of each Portfolio.

Balanced Portfolio 0.30%

Growth Portfolio 0.30%

Liquid Asset Portfolio 0.40%

Limited Maturity Bond Portfolio 0.40%

Partners Portfolio 0.30%

Government Income Portfolio 0.40%

International Portfolio 0.30%

Guardian Portfolio 0.30%

Mid-Cap Growth Portfolio 0.30%

DATED: October 15, 1997

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
605 Third Avenue
New York, New York 10158-0006

October 10, 1997

Neuberger&Berman Management Incorporated
605 Third Ave., 2nd Floor
New York, NY 10158-0006

Dear Ladies and Gentlemen:

Each of the Guardian Portfolio and Mid-Cap Growth Portfolio (each a
"Portfolio", collectively the "Portfolios") is a series of Neuberger&Berman
Advisers Management Trust, a Delaware business trust ("Trust"). The Guardian
Portfolio and Mid-Cap Growth Portfolio intend to invest all of their net
investable assets in AMT Guardian Investments and AMT Mid-Cap Growth
Investments, respectively (the "Series"), each a series of Advisers Managers
Trust, a New York common law trust.

You hereby agree during the period from October 15, 1997 until such
date as the agreement described herein is terminated as set forth below
("Limitation Period"), to pay with respect to each Portfolio, any of the
Portfolio's operating expenses which include the Portfolio's pro rata share of
its corresponding Series' operating expenses including the compensation of N&B
Management (but excluding taxes, interest, brokerage commissions and transaction
costs, and extraordinary expenses) ("Operating Expenses") that exceed, in the
aggregate, the rate of 1.00% per annum of the Portfolio's average daily net
asset value ("Expense Limitation").

Each Portfolio in turn agrees to reimburse you through December 31,
1999 ("Reimbursement Period"), out of assets belonging to the Portfolio, for any
Operating Expenses of the Portfolio in excess of the Expense Limitation paid or
assumed by you during the Limitation Period, provided that you will not be
entitled to reimbursement for any amount to the extent such reimbursement would
cause Operating Expenses during the Reimbursement Period to exceed the Expense
Limitation. The Trust agrees to furnish or otherwise make available to you such
copies of its financial statements, reports, and other information relating to
its business and affairs as you may, at any time or from time to time,
reasonably request in connection with this agreement.

You understand that you shall look only to the assets of each Portfolio
individually for performance of each respective Portfolio's respective
obligations under this agreement and for payment of any claim you may have
hereunder, and neither any other portfolios of the Trust, nor any of the Trust's
trustees, officers, employees, agents, or shareholders, whether past, present or
future, shall be personally liable therefor.

This agreement is effective as of October 15, 1997, and is subject to
termination by you on 60 days' written notice to the Trust.

This agreement is made and to be principally performed in the State of
New York, and except insofar as the Investment Company Act of 1940 or other
federal laws and regulations may be controlling, this agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York. Any amendment to this agreement shall be in writing
signed by the parties hereto.

If you are in agreement with the foregoing, please sign the form of
acceptance as indicated below and return the same to us.

Very truly yours,

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST,
on behalf of the Guardian Portfolio and the
Mid-Cap Growth Portfolio

By: /s/ Michael J. Weiner

Name:

Title:

The foregoing agreement is hereby
accepted as of October 10, 1997

NEUBERGER&BERMAN MANAGEMENT INCORPORATED

By: /s/ Stanley Egener

Name:

Title:

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
TRANSFER AGENCY AND SERVICE AGREEMENT

SCHEDULE A

SERIES DATE ADDED TO AGREEMENT

Balanced Portfolio May 1, 1995

Growth Portfolio May 1, 1995

Liquid Asset Portfolio May 1, 1995

Limited Maturity Bond Portfolio May 1, 1995

Partners Portfolio May 1, 1995

Government Income Portfolio May 1, 1995

International Portfolio May 1, 1997

Guardian Portfolio October 15, 1997

Mid-Cap Growth Portfolio October 15, 1997

Dated: October 15, 1997

DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 20005

October 13, 1997

Neuberger&Berman Advisers Management Trust
605 Third Avenue
Second Floor
New York, New York 10158-0006

Re: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A for Neuberger&Berman
Advisers Management Trust (the "Trust")
(File Nos. 2-88566 and 811-4255)

Dear Sirs and Madams:

We hereby consent to the reference to our firm as counsel in the
Trust's Statement of Additional Information contained in Post-Effective
Amendment No. 25 to the Trust's Registration Statement.

Very truly yours,

/S/ Dechert Price & Rhoads

DISTRIBUTION PLAN OF NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST

SCHEDULE A

SERIES DATE MADE A PARTY TO PLAN

Balanced Portfolio May 1, 1995

Growth Portfolio May 1, 1995

Liquid Asset Portfolio May 1, 1995

Limited Maturity Bond Portfolio May 1, 1995

Partners Portfolio May 1, 1995

Government Income Portfolio May 1, 1995

International Portfolio May 1, 1997

Guardian Portfolio October 15, 1997

Mid-Cap Growth Portfolio October 15, 1997

Dated: October 15, 1997