NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST, 485BPOS, 1997-03-28

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
485BPOS, 1997-03-28

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As filed with the Securities and Exchange Commission on March 28, 1997
Registration No. 2-88566
Investment Company Act File No. 811-4255
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|

Post-Effective Amendment No. 22 |X|

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 22 |X|
(Check appropriate box or boxes)

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST1
(Exact Name of Registrant as Specified in Charter)

605 Third Avenue, 2nd Floor, New York, New York 10158-0006
(Address of Principal Executive Offices)

Registrant's Telephone Number: (212) 476-8800

Lawrence Zicklin
c/o Neuberger&Berman Management Incorporated
605 Third Avenue, 2nd Floor
New York, New York 10158-0006
(Name and Address of Agent for Service)

Copies to:

Jeffrey S. Puretz, Esq.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005

It is proposed that this filing will become effective (check appropriate box)

[ ] Immediately upon filing pursuant to [ X] on April 25, 1997 pursuant
paragraph (b) to paragraph (b)

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

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

[X] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

* Registrant has elected to register an indefinite number of shares of
all series under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940. Registrant has filed the
notice required by Rule 24f-2 with respect to its fiscal year ended
December 31, 1996, on February 21, 1997.
1 Registrant is a "master/feeder fund." This Post-Effective Amendment
No. 22 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 Balanced Portfolio, Government
Income Portfolio, Growth Portfolio, International Portfolio, Limited Maturity
Bond Portfolio, Liquid Asset Portfolio and Partners Portfolio (collectively, the
"Portfolios"), each of which is a separate series of Neuberger&Berman Advisers
Management Trust (the "Registrant").

I. Joint Prospectus of Registrant

Form N-1A Part A Item Prospectus Caption

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

2. Synopsis.................... Expense Information

3. Condensed Financial
Information................. Financial Highlights;
Performance Information

4. General Description of
Registrant.................. Investment Programs;
Information Regarding
Organization,
Capitalization, and Other
Matters

5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders

6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status

7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares

8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters

9. Pending Legal Proceedings... Inapplicable

<PAGE>

II. Prospectus for Registrant's Balanced Portfolio

Form N-1A Part A Item Prospectus Caption

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

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

3. Condensed Financial
Information................. Financial Highlights;
Performance Information

4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters

5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders

6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status

7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares

8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters

9. Pending Legal Proceedings... Inapplicable

III. Prospectus for Registrant's Balanced Portfolio
(Qualified Plans)

Form N-1A Part A Item Prospectus Caption

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

2. Synopsis.................... Expense Information

3. Condensed Financial

<PAGE>

Information................. Financial Highlights;
Performance Information

4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters

5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders

6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status

7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares; Appendix B - How
to Buy Shares

8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters; Appendix B - How
to Sell Shares

9. Pending Legal Proceedings... Inapplicable

IV. Prospectus for Registrant's Government Income Portfolio

Form N-1A Part A Item Prospectus Caption

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

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

3. Condensed Financial
Information................. Financial Highlights;
Performance Information

4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,

<PAGE>

Capitalization, and Other
Matters

5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders

6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status

7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares

8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters

9. Pending Legal Proceedings... Inapplicable

V. Prospectus for Registrant's Growth Portfolio

Form N-1A Part A Item Prospectus Caption

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

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

3. Condensed Financial
Information................. Financial Highlights;
Performance Information

4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters

5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders

<PAGE>

6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status

7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares

8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters

9. Pending Legal Proceedings... Inapplicable

VI. Prospectus for Registrant's International Portfolio

Form N-1A Part A Item Prospectus Caption

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

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

3. Condensed Financial
Information................. Financial Highlights;
Performance Information

4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters

5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ Inapplicable

6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status

7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares

8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters

<PAGE>

9. Pending Legal Proceedings... Inapplicable

VII. Prospectus for Registrant's Limited Maturity Bond
Portfolio

Form N-1A Part A Item Prospectus Caption

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

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

3. Condensed Financial
Information................. Financial Highlights;
Performance Information

4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters

5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders

6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status

7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares

8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters

9. Pending Legal Proceedings... Inapplicable

VIII. Prospectus for Registrant's Liquid Asset Portfolio

Form N-1A Part A Item Prospectus Caption

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

<PAGE>

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

3. Condensed Financial
Information................. Financial Highlights;
Performance Information

4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,
Capitalization, and Other
Matters

5. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders

6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status

7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares

8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters

9. Pending Legal Proceedings... Inapplicable

IX. Prospectus for Registrant's Partners Portfolio

Form N-1A Part A Item Prospectus Caption

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

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

3. Condensed Financial
Information................. Financial Highlights;
Performance Information

4. General Description of
Registrant.................. Investment Program;
Information Regarding
Organization,

<PAGE>

Capitalization, and Other
Matters

. Management of the Fund...... Management and
Administration
5A. Management's Discussion of
Fund Performance............ To be provided in
Registrant's Annual
Reports to Shareholders

6. Capital Stock and Other
Securities.................. Cover Page; Information
Regarding Organization,
Capitalization and Other
Matters; Dividends, Other
Distributions & Tax
Status

7. Purchase of Securities
Being Offered............... Share Prices and Net
Asset Value; Distribution
and Redemption of Trust
Shares

8. Redemption or Repurchase.... Distribution and
Redemption of Trust
Shares; Information
Regarding Organization,
Capitalization, and Other
Matters

9. Pending Legal Proceedings... Inapplicable

Part B

X. Joint Statement of Additional Information

Statement of Additional
Form N-1A Part B Item Information Caption

10. Cover Page.................. Cover Page

11. Table of Contents.......... Table of Contents

12. General Information and
History..................... Information Regarding
Organization,
Capitalization and Other
Matters (Part A);
Investment Information

13. Investment Objectives and
Policies.................... Investment Information

14. Management of the Fund...... Trustees and Officers;
Investment Management,
Advisory and
Administration Services

<PAGE>

15. Control Persons and Principal
Holders of Securities....... Control Persons and
Principal Holders of
Securities

16. Investment Advisory and other
Services.................... Investment Management,
Advisory and
Administration Services;
Distribution
Arrangements; Reports to
Shareholders; Custodian;
Independent Auditors

17. Brokerage Allocation........ Portfolio Transactions

18. Capital Stock and other
Securities.................. Information Regarding
Organization,
Capitalization, and Other
Matters (Part A)

19. Purchase, Redemption and
Pricing of Securities
Being Offered............... Share Prices and Net
Asset Value (in Part A);
Distribution Arrangements;
Additional Redemption
Information

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

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

22. Calculation of Performance
Data........................ Performance Information

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

PART C

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.

<PAGE>

<PAGE>
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST
Joint Prospectus
May 1, 1997

<PAGE>

Neuberger&Berman

ADVISERS MANAGEMENT TRUST

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

Neuberger&Berman ADVISERS MANAGEMENT TRUST (the "Trust") is intended to
meet differing investment objectives and currently is comprised of seven
separate Portfolios: Balanced Portfolio, Government Income Portfolio, Growth
Portfolio, International Portfolio, Limited Maturity Bond Portfolio, Liquid
Asset Portfolio and Partners Portfolio. While each portfolio (each a "Portfolio"
and collectively, "Portfolios") issues its own class of shares, which in some
instances have rights separate from other classes of shares, the Trust is one
entity with respect to certain important items (e.g., certain voting rights).

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

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

An investment in the Liquid Asset Portfolio, as in any mutual fund, is
neither insured nor guaranteed by the U.S. Government. Although the Liquid Asset
Portfolio seeks to maintain a net asset value of $1.00 per share, there is no
assurance that it will be able to do so.

Please read this Prospectus before investing in any of the Portfolios
and keep it for future reference. It contains information about the Portfolios
that a prospective investor should know before investing. A Statement of
Additional Information ("SAI") about the Portfolios and the Series, dated May 1,
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.

<PAGE>

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

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

Date of Prospectus: May 1, 1997

<PAGE>

TABLE OF CONTENTS PAGE

SUMMARY .............................................................. 1
The Portfolios and Series..................................... 1
Risk Factors.................................................. 2
Management.................................................... 3
The Neuberger&Berman Investment Approach ..................... 3

EXPENSE INFORMATION.................................................... 5

FINANCIAL HIGHLIGHTS................................................... 7
Selected Per Share Data and Ratios............................ 7

INVESTMENT PROGRAMS.................................................... 21
AMT Liquid Asset Investments.................................. 21
AMT Limited Maturity Bond Investments......................... 21
AMT Government Income Investments............................. 22
AMT Growth Investments ....................................... 23
AMT Partners Investments...................................... 23
AMT Balanced Investments ..................................... 24
AMT International Investments ................................ 25
Short-Term Trading; Portfolio Turnover........................ 26
Other Investments ............................................ 26
Ratings of Debt Securities.................................... 26
Borrowings ................................................... 28
Duration ..................................................... 29

PERFORMANCE INFORMATION................................................ 30

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS...................................... 32
The Portfolios ............................................... 32
The Series ................................................... 33

SHARE PRICES AND NET ASSET VALUE....................................... 34

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS.......................... 35
Dividends and Other Distributions ............................ 35
Tax Status ................................................... 35

SPECIAL CONSIDERATIONS................................................. 36

MANAGEMENT AND ADMINISTRATION.......................................... 37
Trustees and Officers ........................................ 37
Investment Manager, Administrator, Sub-Adviser and Distributor 37
Expenses ..................................................... 40
Expense Limitation............................................ 41
Transfer and Dividend Paying Agent ........................... 41

<PAGE>

DISTRIBUTION AND REDEMPTION OF TRUST SHARES............................ 41
Distribution and Redemption of Trust Shares .................. 41
Distribution Plan ............................................ 42

SERVICES .............................................................. 42

DESCRIPTION OF INVESTMENTS............................................. 43

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION.................................... 52

APPENDIX A TO PROSPECTUS...............................................A-1

- ii -

<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 each
Series, its investments and their risks, see "Investment Programs" on page __,
"Ratings of Debt Securities" on page __, "Borrowings" on page __, and
"Description of Investments" on page __.

A summary of important features of the Portfolios and their
corresponding Series appears below. You should also read the complete
descriptions of each Portfolio and their corresponding Series' investment
objectives and policies, which begin on page __, and related information. You
may want to invest in a variety of Portfolios to fit your particular investment
needs. Of course, there can be no assurance that a Portfolio will meet its
investment objective.

<TABLE>
<CAPTION>
Neuberger&Berman Investment Principal Series
Advisers Management Trust Objective Investments
<S> <C> <C>
BALANCED PORTFOLIO Long-term capital growth and Common stocks and
reasonable current income short-to-intermediate term debt
without undue risk to principal securities, primarily investment
grade

GOVERNMENT INCOME High level of current income At least 65% in U.S.
PORTFOLIO and total return, consistent Government and Agency
with safety of principal securities, with an emphasis on
U.S. Government
mortgage-backed securities; at
least 25% in mortgage-backed
and asset-backed securities

GROWTH PORTFOLIO Capital appreciation, without Equity securities of small,
regard to income medium and large
capitalization companies

INTERNATIONAL Long-term capital appreciation Equity securities of issuers
PORTFOLIO by investing primarily in a organized and doing business
diversified portfolio of equity primarily outside the U.S.
securities of foreign issuers

- 1 -

<PAGE>

Highest current income Short to intermediate term debt
LIMITED MATURITY BOND consistent with low risk to securities, primarily investment
PORTFOLIO principal and liquidity; and grade
secondarily, total return

LIQUID ASSET PORTFOLIO Highest current income High-quality money market
consistent with safety and instruments of government and
liquidity non-government issuers

PARTNERS PORTFOLIO Capital growth Common stocks and other
equity securities of medium to
large capitalization established
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 certain Series, in foreign
securities, options and futures contracts, zero coupon bonds, swap agreements,
and debt securities rated below investment grade. For those Series investing in
fixed income securities, the value of such securities is likely to decline in
times of rising interest rates and rise in times of falling interest rates. In
general, the longer the maturity of a fixed income security, the more pronounced
is the effect of a change in interest rates on the value of the security.

AMT Government Income Investments invests at least 25% of its total assets in
mortgage-backed and asset-backed securities, may engage in lending portfolio
securities and other investment techniques, and may borrow for leverage. The
investment program of AMT Government Income Investments is intended to protect
principal by focusing on the credit quality of the issuers. Principal may,
however, be at risk due to market rate fluctuations. See "Borrowings" in this
Prospectus.

AMT Partners Investments may invest up to 15% 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"). AMT Limited Maturity Bond Investments may
invest up to 10% of its net assets, measured at the time of investment, in debt
securities that are below investment grade or comparable unrated securities. AMT
Balanced Investments may invest up to 10% of the debt securities portion of its
investments, measured at the time of investment, in debt securities that are
below investment grade or 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.

AMT International Investments seeks long-term capital appreciation by
investing primarily in a diversified portfolio of equity securities of issuers
organized and doing business principally outside the United States. The strategy
of N&B Management is to select attractive investment opportunities outside the
United States, allocating the assets among economically mature countries and
emerging industrialized countries. The Series will invest primarily in equity
securities of medium to large capitalization companies traded on foreign
exchanges. A company's capitalization is determined in relation to the principal
market in which its securities are traded. From time to time, the Series may
invest a significant portion of its assets in Japan. Because the Portfolio,
through the Series, invests

- 2 -

<PAGE>

primarily in foreign securities, it may be subject to greater risks and higher
expenses than equity funds that invest primarily in securities of U.S. issuers.
Such risks may be even greater in emerging industrialized and less developed
countries. The risks of investing in foreign securities include, but are not
limited to, possible adverse political and economic developments in a particular
country, differences between foreign and U.S. regulatory systems, and foreign
securities markets that are smaller and less well regulated than those in the
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. Most of the 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, forward foreign currency exchange contracts and short selling,
for hedging and in an attempt to realize income. The Series may also use
leverage to facilitate transactions entered into by the Series for hedging
purposes. The use of these strategies may entail special risks. See "Borrowings"
and "Description of Investments" in this Prospectus.

Management

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

The Neuberger&Berman Investment Approach

While each Series has its own investment objective, policies and limitations,
AMT Balanced (equity portion), Growth, International, and Partners Investments
are each managed using one of two basic investment approaches--value or growth.

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).

While a value approach concentrates on undervalued securities in relation to
their fundamental economic value, a growth approach seeks out stocks of
companies that are projected to grow at above-average rates and may appear
poised for a period of accelerated earnings.

The growth portfolio manager is willing to pay a higher share price in the
hope that the stock's earnings momentum will carry the stock's price higher. As
a stock's price increases based on strong earnings, the stock's original price
appears low in relation to the growth rate of its earnings. Sometimes this
happens when a particular company or industry is temporarily out of favor with
the market or under-researched. This strategy is called "growth at a reasonable
price."

- 3 -

<PAGE>

Neuberger&Berman 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 value. This approach also contemplates selling portfolio securities
when they are considered to have reached their potential.

In general, AMT Balanced (equity portion) and Growth Investments place a
greater emphasis on finding securities whose measures of fundamental value are
low in relation to the growth rate of their future earnings and cash flow, as
projected by the portfolio manager, and these Series are therefore willing to
invest in securities with prices that are somewhat higher multiples of earnings
than securities purchased by the other Series. AMT Partners Investments places
greater emphasis on a value-oriented investment approach.

AMT International Investments uses an investment process that includes a
combination of country selection and individual security selection primarily
based on a value-driven investment approach.

- 4 -

<PAGE>

EXPENSE INFORMATION

This section gives you certain information about the expenses of the Balanced
Portfolio and its corresponding Series only. See "Performance Information" in
this Prospectus for important facts about the investment performance of the
Balanced Portfolio, after taking expenses into account. Information about
expenses for the other Portfolios is contained in the Trust's financial
statements and has been provided to the Life Companies for use in prospectuses
that describe the Variable Contracts.

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

Shareholder Transaction
Expenses
==================================================

As shown by this table, the Portfolio imposes no transaction charges
when you buy or sell Portfolio shares.

Balanced Portfolio

Sales Charge Imposed on Purchases NONE
Sales Charge Imposed On Reinvested Dividends NONE
Deferred Sales Charges NONE
Redemption Fees NONE
Exchange Fees NONE

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

Annual Portfolio Operating Expenses
(as percentage of average daily net assets)
=======================================================

The following tables show anticipated annual operating expenses for the
Balanced Portfolio, which are paid out of the assets of the Balanced Portfolio
and which include the Portfolio's pro rata portion of the operating expenses of
AMT Balanced Investments ("Total Operating Expenses"). Total Operating Expenses
exclude interest, taxes, brokerage commissions, and extraordinary expenses.

The Balanced Portfolio pays N&B Management an administration fee based
on the Portfolio's average daily net assets. AMT Balanced Investments pays N&B
Management a management fee based on its average daily net assets; a pro rata
portion of this fee is borne indirectly by the Balanced Portfolio. "Management
and Administration Fees" in the following table are based on current
administration fees for the Balanced Portfolio and current management fees for
AMT Balanced Investments. For more information, see "Management and
Administration" in this Prospectus and "Investment Management, Advisory and
Administration Services" in the SAI.

The Balanced Portfolio and AMT Balanced Investments incur other
expenses for things such as accounting and legal fees, transfer agency fees,
custodial fees, printing and furnishing shareholder statements and reports and
compensating trustees who are not affiliated with N&B Management ("Other
Expenses"). "Other Expenses" in the following table are estimated amounts for
the Balanced Portfolio and AMT Balanced Investments for the current fiscal year.
All expenses are

- 5 -

<PAGE>

factored into the Portfolio's share prices and dividends and are not charged
directly to Portfolio shareholders.

<TABLE>
<S> <C> <C> <C> <C>
Management and 12b-1 Other Total Operating
Administration Fees Fees Expenses Expenses
====================================================================================================================================

Balanced Portfolio 0.85% None 0.24% 1.09%
====================================================================================================================================
</TABLE>
The trustees of the Trust believe that the aggregate per share expenses
of the Balanced Portfolio and AMT Balanced Investments will be approximately
equal to the expenses the Portfolio would incur if its assets were invested
directly in the types of securities being held by AMT Balanced Investments. The
trustees of the Trust also believe that investment in AMT Balanced Investments
by investors in addition to the Balanced Portfolio may enable AMT Balanced
Investments to achieve economies of scale which could reduce expenses. The
expenses and, accordingly, the returns of other funds that may invest in AMT
Balanced Investments, may differ from those of the Balanced Portfolio.

As set forth under "Management and Administration-Expense Limitations"
on page ___, N&B Management has voluntarily undertaken to limit the expenses of
the Portfolios, including the Balanced Portfolio, by reimbursing each Portfolio
for its Total Operating Expenses and its pro rata share of its corresponding
Series' Total Operating Expenses, if necessary.

To illustrate the effect of Total Operating Expenses, let's assume that
the Balanced Portfolio's annual return is 5% and that it had annual Total
Operating Expenses described in the table above. For every $1,000 you invested
in the Balanced Portfolio, you would have paid the following amounts of total
expenses if you closed your account at the end of each of the following time
periods:

1 Year 3 Years 5 Years 10 Years
================================================================================

Balanced Portfolio $11 $35 $60 $133
================================================================================

The assumption in this example of a 5% annual return is required by
regulations of the Securities and Exchange Commission applicable to all mutual
funds. The information in the preceding tables should not be considered a
representation of past or future expenses or rates of return; actual expenses or
returns may be greater or less than those shown.

- 6 -

<PAGE>

FINANCIAL HIGHLIGHTS

Selected Per Share Data and Ratios

The financial information in the following tables for each Portfolio
(except the International Portfolio) as of December 31, 1996 has been audited by
its independent auditors. You may obtain further information about each Series
(except AMT International Investments) and the performance of each Portfolio
(except the International Portfolio) at no cost in the Trust's annual reports to
shareholders. The auditor's reports are incorporated in the SAI by reference to
the annual reports. Please call 800-877-9700 for free copies of the annual
reports. Also, see "Performance Information" in this Prospectus. As of December
31, 1996, AMT International Investments and the International Portfolio had not
yet commenced investment operations.

- 7 -

<PAGE>

FINANCIAL HIGHLIGHTS

Neuberger&Berman Advisers Management Trust

Balanced Portfolio
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended December 31,
1996(2) 1995(2) 1994 1993
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $17.52 $14.51 $15.62 $14.90
- --------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income .34 .32 .30 .34
Net Gains or Losses on Securities
(both realized and unrealized) .75 3.06 (.80) .61
------------------------------------------------------

Total From Investment Operations 1.09 3.38 (.50) .95
- --------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net investment income) (.41) (.28) (.23) (.20)
Distributions (from capital gains) (2.28) (.09) (.38) (.03)
------------------------------------------------------

Total Distributions (2.69) (.37) (.61) (.23)
- --------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $15.92 $17.52 $14.51 $15.62

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

Total Return(9) + 6.89% +23.76% -3.36% +6.45%
- --------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $173.2 $144.4 $179.3 $161.1
------------------------------------------------------

Ratio of Expenses to
Average Net Assets(7) 1.09% .99% .91% .90%
------------------------------------------------------
Ratio of Net Investment
Income to Average Net Assets(7) 1.84% 1.99% 1.91% 1.96%
------------------------------------------------------

Portfolio Turnover Rate(8) - 21% 55% 114%
------------------------------------------------------

</TABLE>
- 8 -

<PAGE>

<TABLE>
<CAPTION>
Period from
February 28, 1989(3)
to
December 31, 1989
1992 1991 1990
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $14.16 $11.72 $11.64 $10.00
- ----------------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income .40 .47 .49 .30
Net Gains or Losses on Securities
(both realized and unrealized) .72 2.16 (.27)(4) 1.34
--------------------------------------------------------------

Total From Investment Operations 1.12 2.63 .22 1.64
- ----------------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net investment income) (.19) (.19) (.07) -
Distributions (from capital gains) (.19) - (.07) -
--------------------------------------------------------------

Total Distributions (.38) (.19) (.14) -
- ----------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $14.90 $14.16 $11.72 $11.64

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

Total Return(9) +8.06% +22.68% +1.95% +16.40%(5)
- ----------------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $87.1 $28.3 $6.9 $0.6
--------------------------------------------------------------

Ratio of Expenses to
Average Net Assets(7) .95% 1.10% 1.35% 1.70%(6)
--------------------------------------------------------------
Ratio of Net Investment
Income to Average Net Assets(7) 2.33% 3.00% 4.00% 3.28%(6)
--------------------------------------------------------------

Portfolio Turnover Rate(8) 82% 69% 77% 58%
--------------------------------------------------------------
</TABLE>

NOTES:
1) The per share amounts which are shown have been computed based on the
average number of shares outstanding during each year.
2) The per share amounts and ratios which are shown reflect income and
expenses, including the Portfolio's proportionate share of the Series'
income and expenses.
3) February 28, 1989 is the date shares of the Balanced Portfolio were
first sold to the separate accounts pursuant to the public offering of
Trust shares.
4) The amounts shown at this caption for a share outstanding throughout
the year may not accord with the change in aggregate gains and losses
in securities for the year because of the timing of sales and
repurchases of Portfolio shares in relation to fluctuating market
values for the Portfolio.
5) Not annualized.
6) Annualized.
7) Since the commencement of operations, N&B Management voluntarily
assumed certain operating expenses of the Portfolio as described in
Note B of Notes to Financial Statements and in this Prospectus under
"Expense Limitation." Had N&B Management not undertaken such action,
the annualized ratios of expenses and net investment income to average
daily net assets would have been 2.78% and 2.20%, respectively, for the
period from February 28, 1989 to December 31, 1989. There was no
reduction of expenses for the years ended December 31, 1990 through and
including 1996.
8) The Portfolio transferred all of its investment securities into its
Series on April 28, 1995. After that date the Portfolio invested only
in its Series and that Series, rather than the Portfolio, engaged in
securities transactions. Therefore, after that date the Portfolio had
no portfolio turnover rate. The portfolio turnover rates for AMT
Balanced Investments from May 1, 1995 to December 31, 1995 and the year
ended December 31, 1996 were 55% and 87%, respectively.

- 9 -

<PAGE>

9) Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Portfolio during
each year, and assumes dividends and capital gain distributions, if
any, were reinvested. Results represent past performance and do not
guarantee future results. Total return figures would have been lower if
N&B Management had not reimbursed certain expenses. Investment returns
and principal may fluctuate and shares when redeemed may be worth more
or less than original cost. The total return information shown does not
reflect expenses that apply to the separate account or the related
insurance policies, and the inclusion of these charges would reduce the
total return figures for all years shown. Qualified Plans that are
direct shareholders of the Portfolio are not affected by insurance
charges.

- 10 -

<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

Government Income Portfolio
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended December 31, Period from
March 22, 1994(3) to
1996(2) 1995(2) December 31, 1994
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Year $10.93 $10.15 $10.00
- --------------------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income .67 .70 .37
Net Gains or Losses on Securities (both realized
and unrealized) (.54) .46 (.22)
-------------------------------------------------------------

Total From Investment Operations .13 1.16 .15
-------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net investment income) (.39) (.38) -
Distributions (from capital gains) (.04) - -
-------------------------------------------------------------
Total Distributions (.43) (.38) -
- --------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $10.63 $10.93 $10.15
- --------------------------------------------------------------------------------------------------------------

Total Return (8) +1.32% +11.76% +1.50%(4)
- --------------------------------------------------------------------------------------------------------------

Net Assets, End of Year (in millions) $3.5 $2.2 $1.0
-------------------------------------------------------------

Ratio of Expenses to Average Net Assets(6) 1.02% 1.05% 1.09%(5)
-------------------------------------------------------------

Ratio of Net Investment Income to Average Net
Assets(6) 5.59% 5.71% 4.78%(5)
-------------------------------------------------------------

Portfolio Turnover Rate(7) - 2% 3%
-------------------------------------------------------------
</TABLE>

NOTES:
1) The per share amounts which are shown have been computed based on the
average number of shares outstanding during each year.
2) The per share amounts and ratios which are shown reflect income and
expenses, including the Portfolio's proportionate share of the Series'
income and expenses.
3) The date investment operations commenced.
4) Not annualized.
5) Annualized.
6) After reimbursement of expenses by N&B Management as described in this
Prospectus under "Expense Limitation." Had such action not been
undertaken, the annualized ratios of expenses and net investment income
to average daily net assets would have been 2.95% and 3.66%,
respectively, for the year ended December 31, 1996, 4.21% and 2.55%,
respectively, for the year ended December 31, 1995, and 2.57% and
3.30%, respectively, for the period ended December 31, 1994.
7) The Portfolio transferred all of its investment securities into its
Series on April 28, 1995. After that date the Portfolio invested only
in its Series and that Series, rather than the Portfolio, engaged in
securities transactions. Therefore, after that date the Portfolio had
no portfolio turnover rate. The portfolio turnover rates for AMT
Government Income Investments for the period from May 1, 1995 to
December 31, 1995 and the year ended December 31, 1996 were 64% and
231%, respectively.

- 11 -

<PAGE>

Results represent past performance and do not guarantee future results.
Investment returns and principal may fluctuate and shares when redeemed
may be worth more or less than original cost. Total return figures
would have been lower if N&B Management had not reimbursed certain
expenses. The total return information shown does not reflect expenses
that apply to the separate account or the related insurance policies,
and the inclusion of these charges would reduce the total return
figures for all years shown.

- 12 -

<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

Growth Portfolio
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding
throughout each year and other performance information derived from the
Financial Statements. It should be read in conjunction with its corresponding
Series' Financial Statements and notes thereto.(1)
<TABLE>
<CAPTION>
Year Ended December 31,
1996(2) 1995(2) 1994 1993 1992
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $25.86 $20.31 $24.28 $23.27 $21.47
- -----------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income (.07) .01 .07 .13 .21
Net Gains or Losses on Securities
(both realized and unrealized) 2.34 6.26 (1.11) 1.42 1.82
--------------------------------------------------------------

Total From Investment Operations 2.27 6.27 (1.04) 1.55 2.03
- -----------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net
investment income) (.01) (.05) (.12) (.17) (.23)
Distributions (from capital gains) (2.34) (.67) (2.81) (.37) -
--------------------------------------------------------------

Total Distributions (2.35) (.72) (2.93) (.54) (.23)
- -----------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $25.78 $25.86 $20.31 $24.28 $23.27
- -----------------------------------------------------------------------------------------------------

Total Return (4) +9.14% +31.73% -4.99% +6.79% +9.54%
- -----------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions)$566.4 $537.8 $369.3 $366.5 $304.8
--------------------------------------------------------------

Ratio of Expenses to
Average Net Assets .92% .90% .84% .81% .82%
--------------------------------------------------------------

Ratio of Net Investment Income to
Average Net Assets (.30%) .04% .26% .52% .92%
--------------------------------------------------------------

Portfolio Turnover Rate(3) - 9% 46% 92% 63%
--------------------------------------------------------------

</TABLE>

- 13 -

<PAGE>

<TABLE>
<CAPTION>
1991 1990 1989 1988 1987
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $16.82 $20.28 $16.20 $12.86 $15.21
- ----------------------------------------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income .31 .43 .43 .32 .34
Net Gains or Losses on Securities
(both realized and unrealized) 4.64 (2.04) 4.24 3.02 (.96)
-------------------------------------------------------------------------------------

Total From Investment Operations 4.95 (1.61) 4.67 3.34 (.62)
- ----------------------------------------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net --
investment income) (.30) (.29) (.27) -- (.48)
Distributions (from capital gains) -- (1.56) (.32) -- (1.25) --
-------------------------------------------------------------------------------------

Total Distributions (.30) (1.85) (.59) -- (1.73) --
- ----------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $21.47 $16.82 $20.28 $16.20 $12.86
- ----------------------------------------------------------------------------------------------------------------------------------

Total Return(4) +29.73% -8.19% +29.47% +25.97% -4.89%
- ----------------------------------------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $228.9 $118.8 $92.8 $48.7 $33.8
-------------------------------------------------------------------------------------

Ratio of Expenses to
Average Net Assets .86% .91% .97% .92% .89%
-------------------------------------------------------------------------------------

Ratio of Net Investment Income to
Average Net Assets 1.43% 2.12% 2.10% 2.12% 2.05%
-------------------------------------------------------------------------------------

Portfolio Turnover Rate(3) 57% 76% 105% 95% 87%
-------------------------------------------------------------------------------------

</TABLE>

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

NOTES:

4) Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Portfolio during
each year and assumes dividends and capital gain distributions, if any,
were reinvested. Results represent past performance and do not
guarantee future results. Investment returns and principal may
fluctuate and shares when redeemed may be worth more or less than
original cost. The total return information shown does not reflect
expenses that apply to the separate account or the related insurance
policies, and inclusion of these charges would reduce the total return
figures for all periods shown.

- 14 -

<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

Limited Maturity Bond Portfolio
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended December 31,
1996(2) 1995(2) 1994 1993 1992
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $14.71 $14.02 $14.66 $14.33 $14.32
- ---------------------------------------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income .92 .82 .78 .84 1.03
Net Gains or Losses on Securities
(both realized and unrealized) (.34) .65 (.80) .08 (.33)
---------------------------------------------------------------------------------------------

Total From Investment Operations .58 1.47 (.02) .92 .70
- ---------------------------------------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net investment
income) (1.24) (.78) (.55) (.52) (.66)
Distributions (from capital gains) ---- ---- (.07) (.07) (.03)
---------------------------------------------------------------------------------------------

Total Distributions (1.24) (.78) (.62) (.59) (.69)
- ---------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $14.05 $14.71 $14.02 $14.66 $14.33
- ---------------------------------------------------------------------------------------------------------------------------------

Total Return(6) +4.31% +10.94% -.15% +6.63% +5.18%
- ---------------------------------------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $256.9 $238.9 $344.8 $343.5 $187.0
---------------------------------------------------------------------------------------------

Ratio of Expenses to
Average Net Assets .78% .71% .66% .64% .64%
---------------------------------------------------------------------------------------------

Ratio of Net Investment
Income to Average
Net Assets 6.01% 5.99% 5.42% 5.19% 5.80%
---------------------------------------------------------------------------------------------

Portfolio Turnover Rate(5) ---- 27% 90% 159% 114%
---------------------------------------------------------------------------------------------

</TABLE>
- 15 -

<PAGE>

1991 1990 1989 1988(3) 1987
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $13.62 $13.48 $13.01 $12.14 $13.62
- ------------------------------------------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income 1.04 1.15 1.12 .92 1.00
Net Gains or Losses on Securities
(both realized and unrealized) .43 (.10)(4) .20 (.05) (.60)
------------------------------------------------------------------------------------------------

Total From Investment Operations 1.47 1.05 1.32 .87 .40
- ------------------------------------------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net investment
income) (.77) (.91) (.85) - (1.62)
Distributions (from capital gains) -- - - - (.26)
------------------------------------------------------------------------------------------------

Total Distributions (.77) (.91) (.85) - (1.88)
- ------------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $14.32 $13.62 $13.48 $13.01 $12.14
- ------------------------------------------------------------------------------------------------------------------------------------

Total Return(6) +11.34% +8.32% +10.77% +7.17% +2.89%
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $ 83.0 $46.0 $31.5 $25.4 $19.0
------------------------------------------------------------------------------------------------

Ratio of Expenses to
Average Net Assets .68% .76% .88% 1.01% .99%
------------------------------------------------------------------------------------------------

Ratio of Net Investment
Income to Average
Net Assets 6.61% 7.66% 8.11% 7.15% 7.36%
------------------------------------------------------------------------------------------------

Portfolio Turnover Rate(5) 77% 124% 116% 197% 24%
------------------------------------------------------------------------------------------------

</TABLE>

NOTES:

1) The per share amounts which are shown have been computed based on the
average number of shares outstanding during each year.
2) The per share amounts and ratios which are shown reflect income and
expenses, including the Portfolio's proportionate share of the Series'
income and expenses.
3) On May 2, 1988, the predecessor of the Portfolio changed its primary
investment objective to obtain the highest current income consistent
with low risk to principal and liquidity through investments in limited
maturity debt securities.
4) The amounts shown at this caption for a share outstanding throughout
the year may not accord with the change in aggregate gains and losses
in securities for the year because of the timing of sales and
repurchases of Portfolio shares in relation to fluctuating market
values for the Portfolio.
5) The Portfolio transferred all of its investment securities into its
Series on April 28, 1995. After that date the Portfolio invested only
in its Series and that Series, rather than the Portfolio, engaged in
securities transactions. Therefore, after that date the Portfolio had
no portfolio turnover rate. The portfolio turnover rates for AMT
Limited Maturity Bond Investments for the period from May 1, 1995 to
December 31, 1995 and the year ended December 31, 1996 were 78% and
132%, respectively.

6) Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Portfolio during
each year and assumes dividends and capital gain distributions, if any,
were reinvested. Results represent past performance and do not
guarantee future results. Investment returns and principal may
fluctuate and shares when redeemed may be worth more or less than
original cost. The total return information shown does not reflect
expenses that apply to the separate account or the related insurance
policies, and inclusion of these charges would reduce the total return
figures for all years shown.

- 16 -

<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

Liquid Asset Portfolio
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding
throughout each year and other performance information derived from the
Financial Statements. It should be read in conjunction with its corresponding
Series' Financial Statements and notes thereto.
<TABLE>
<CAPTION>
Year Ended December 31,
1996(1) 1995(1) 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $1.0000 $ .9997 $1.0009 $1.0002 $1.0001
- ------------------------------------------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income .0443 .0493 .0328 .0233 .0320
Net Gains or Losses on Securities (.0001)(4) .0003 - .0014 .0002
-------------------------------------------------------------------------------------------

Total From Investment Operations .0442 .0496 .0328 .0247 .0322
- ------------------------------------------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net
investment income) (.0443) (.0493) (.0328) (.0233) (.0320)

Distributions (from capital gains) - - (.0012) (.0007) (.0001)
-------------------------------------------------------------------------------------------

Total Distributions (.0443) (.0493) (.0340) (.0240) (.0321)
- ------------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $.9999 $1.0000 $.9997 $1.0009 $1.0002
- ------------------------------------------------------------------------------------------------------------------------------------

Total Return(3) +4.52% +5.04% +3.46% +2.43% +3.25%
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $13.5 $31.9 $5.3 $6.8 $25.4
-------------------------------------------------------------------------------------------

Ratio of Expenses to
Average Net Assets(2) 1.00% 1.01% 1.02% .88% .72%
-------------------------------------------------------------------------------------------

Ratio of Net Investment Income
to Average Net Assets(2) 4.44% 4.90% 3.28% 2.34% 3.19%
-------------------------------------------------------------------------------------------

</TABLE>

- 17 -

<PAGE>

1991 1990 1989 1988 1987
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $.9999 $.9998 $.9998 $1.0000 $1.0002
- ----------------------------------------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income .0547 .0730 .0826 .0648 .0550
Net Gains or Losses on Securities .0002 .0001 - (.0002) .0001
----------------------------------------------------------------------------------------

Total From Investment Operations .0549 .0731 .0826 .0646 .0551
- ----------------------------------------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net
investment income) (.0547) (.0730) (.0826) (.0648) (.0550)
Distributions (from capital gains) - - - - (.0003)
----------------------------------------------------------------------------------------

Total Distributions (.0547) (.0730) (.0826) (.0648) (.0553)
- ----------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $1.0001 $.9999 $.9998 $.9998 $1.0000
- ----------------------------------------------------------------------------------------------------------------------------------

Total Return(3) +5.61% +7.55% +8.58% +6.68% +5.67%
- ----------------------------------------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $21.5 $21.5 $11.5 $9.3 $8.1
----------------------------------------------------------------------------------------

Ratio of Expenses to
Average Net Assets(2) .74% .88% 1.00% 1.00% 1.00%
----------------------------------------------------------------------------------------

Ratio of Net Investment Income
to Average Net Assets(2) 5.47% 7.30% 8.28% 6.52% 5.69%
----------------------------------------------------------------------------------------
</TABLE>

NOTES:
1) The per share amounts and ratios which are shown reflect income and
expenses, including the Portfolio's proportionate share of the Series'
income and expenses.
2) After reimbursement of expenses by N&B Management as described in this
Prospectus under "Expense Limitation." Had such action not been
undertaken, the annualized ratios of expenses and net investment income
to average daily net assets would have been 1.21% and 4.23%,
respectively, for the year ended December 31, 1996, 1.25% and 4.66% in
1995, respectively, 1.03% and 3.27% in 1994, 1.03% and 8.25% in 1989,
1.25% and 6.27% in 1988, and 1.52% and 5.17% in 1987, respectively.
There was no reduction of expenses for the years ended December 31,
1990 through and including 1993.
3) Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Portfolio during
each year and assumes dividends and capital gain distributions, if any,
were reinvested. Results represent past performance and do not
guarantee future results. Investment returns and principal may
fluctuate and shares when redeemed may be worth more or less than
original cost. Total return figures would have been lower if N&B
Management had not reimbursed certain expenses. The total return
information shown does not reflect expenses that apply to the separate
account or the related insurance policies, and inclusion of these
charges would reduce the total return figures for all years shown.
4) The amounts shown at this caption for a share outstanding throughout
the period may not accord with the change in aggregate gains and losses
in securities for the period because of the timing of sales and
repurchases of Portfolio shares.

- 18 -

<PAGE>

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

Partners Portfolio
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Period from
Year Ended December 31, March 22, 1994(3) to
1996(2) 1995(2) December 31, 1994
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Year $13.23 $9.77 $10.00
- --------------------------------------------------------------------------------------------------------------------------------

Income From Investment Operations
Net Investment Income .10 .11 .03
Net Gains or Losses on Securities (both realized
and unrealized) 3.69 3.43 (.26)
--------------------------------------------------------------------------------

Total From Investment Operations 3.79 3.54 (.23)

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

Less Distributions
Dividends (from net investment income) (.04) (.01) --
Distributions (from capital gains) (.50) (.07) --
--------------------------------------------------------------------------------

Total Distributions (.54) (.08) --
- --------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $16.48 $13.23 $9.77
- --------------------------------------------------------------------------------------------------------------------------------

Total Return(7) +29.57% +36.47% -2.30%(4)
- --------------------------------------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $705.4 $207.5 $9.4
--------------------------------------------------------------------------------

Ratio of Expenses to Average Net Assets .95% 1.09% 1.75%(5)
--------------------------------------------------------------------------------

Ratio of Net Investment
Income to Average
Net Assets .60% .97% .45%(5)
--------------------------------------------------------------------------------

Portfolio Turnover Rate(6) - 76% 90%
--------------------------------------------------------------------------------

</TABLE>

- 19 -

<PAGE>

Partners Portfolio

7) Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Portfolio during
each year and assumes dividends and capital gain distributions, if any,
were reinvested. Results represent past performance and do not
guarantee future results. Investment returns and principal may
fluctuate and shares when redeemed may be worth more or less than
original cost. The total return information shown does not reflect
expenses that apply to the separate account or the related insurance
policies, and the inclusion of these charges would reduce the total
return figures for all years shown.

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<PAGE>

INVESTMENT PROGRAMS

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

Investment policies and limitations of the Portfolios and the 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 Portfolios will achieve their objectives. Each Portfolio, by
itself, does not represent a comprehensive investment program.

Additional investment techniques, features, and limitations concerning
the Series' investment programs are described in the SAI.

AMT Liquid Asset Investments

The investment objective of AMT Liquid Asset Investments and its
corresponding Portfolio is to provide the highest current income consistent with
safety and liquidity. This investment objective is fundamental and may not be
changed without the approval of the holders of a majority of the outstanding
shares of the Portfolio and Series.

AMT Liquid Asset Investments invests in a portfolio of debt instruments
with remaining maturities of 397 days or less and maintains a dollar-weighted
average portfolio maturity of not more than 90 days. The Series uses the
amortized cost method of valuation to enable the Portfolio to maintain a stable
$1.00 share price, which means that while Portfolio shares earn income, they
should be worth the same when the shareholder sells them as when the shareholder
buys them. Of course, there is no guarantee that the Portfolio will be able to
maintain a $1.00 share price.

AMT Liquid Asset Investments invests in high quality U.S.
dollar-denominated money market instruments of U.S. and foreign issuers,
including governments and their agencies and instrumentalities, banks and other
financial institutions, and corporations, and may invest in repurchase
agreements with respect to these instruments. The Series may invest 25% or more
of its total assets in U.S. Government and Agency securities or in certificates
of deposit or bankers' acceptances issued by domestic branches of U.S. banks.

AMT Limited Maturity Bond Investments

The investment objective of AMT Limited Maturity Bond Investments and
its corresponding Portfolio is to provide the highest current income consistent
with low risk to principal and liquidity; and secondarily, total return. This
investment objective is fundamental and may not be changed without the approval
of the holders of a majority of the outstanding shares of the Portfolio and
Series.

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<PAGE>

Group ("S&P"), or another nationally recognized statistical rating organization
("NRSRO"). Securities in which the Series may invest include mortgage-backed and
asset-backed securities, repurchase agreements with respect to U.S. Government
and Agency securities, and foreign investments. The Series may invest in fixed,
variable or inflation-indexed debt securities.

AMT Limited Maturity Bond Investments may invest up to 10% of its net
assets, measured at the time of investment, in fixed-income securities that are
below investment grade, including comparable unrated securities. Securities
rated below investment grade as well as comparable unrated securities are often
considered to be speculative and usually entail greater risk. AMT Limited
Maturity Bond Investments will invest in debt securities rated no lower than B
by Moody's or S&P or, if unrated by either of those entities, comparable unrated
securities. AMT Limited Maturity Bond Investments may invest up to 5% of its net
assets, measured at the time of investment, in municipal securities when N&B
Management believes such securities may outperform other available issues. The
Series may purchase and sell covered call and put options, interest-rate futures
contracts, and options on those futures contracts and may engage in lending
portfolio securities. The Series' dollar-weighted average portfolio duration may
range up to four years, although the Series may invest in individual securities
of any duration. The Series' dollar-weighted average maturity may range up to
five years. For more information on lower rated securities, see "Ratings of
Debt Securities" in this Prospectus, "Fixed Income Securities" in the SAI, and
Appendix A of the SAI.

AMT Government Income Investments

The investment objective of AMT Government Income Investments and its
corresponding Portfolio is to provide a high level of current income and total
return, consistent with safety of principal. This investment objective is
non-fundamental. The Portfolio intends to notify shareholders 30 days in advance
of making any material change to its investment objective.

AMT Government Income Investments invests in a diversified portfolio of
debt securities and seeks to increase income and preserve or enhance total
return by actively managing weighted average portfolio duration in light of
market conditions and trends. The Series may invest in fixed, variable or
inflation-indexed debt securities.

AMT Government Income Investments invests at least 65% of its total
assets in U.S. Government and Agency securities, with an emphasis on U.S.
Government mortgage-backed securities. In addition, the Series invests at least
25% of its total assets in mortgage-backed securities (including U.S. Government
mortgage-backed securities) and asset-backed securities. The Series may also
invest in investment grade debt securities, including foreign investments and
securities issued by financial institutions and corporations, and may purchase
and sell covered call and put options, interest-rate, futures contracts, and
options on those futures contracts. Although there are no restrictions on the
duration composition of its portfolio of securities, the Series anticipates that
it normally will invest in intermediate-term and longer-term securities, but
will remain flexible to respond to market conditions and interest rate trends.
The Series may engage in lending portfolio securities, short-term trading, and
repurchase agreements, and may use leverage. The investment program of the
Series is intended to protect principal by focusing on the credit quality of the
issuers. Principal may, however, be at risk due to market rate fluctuations.

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<PAGE>

AMT Growth Investments

The investment objective of AMT Growth Investments and its
corresponding Portfolio is to seek capital appreciation without regard to
income. This investment objective is fundamental and may not be changed without
the approval of the holders of a majority of the outstanding shares of the
Portfolio and Series.

AMT Growth Investments generally invests in securities of small-,
medium-, and large- capitalization companies believed to have the maximum
potential for long-term capital appreciation. It does not seek to invest in
securities that pay dividends or interest, and any such income is incidental.

The Series' growth investment program involves greater risks and share
price volatility than programs that invest in more undervalued securities.
Moreover, the Series does not follow a policy of active trading for short-term
profits. Accordingly, the Series may be more appropriate for investors with a
longer-range perspective. The Series uses a "growth at a reasonable price"
investment approach. When N&B Management believes that particular securities
have greater potential for long-term capital appreciation, the Series may
purchase such securities at prices with higher multiples to measures of economic
value (such as earnings or cash flow) than other Series. In addition, the Series
focuses on companies with strong balance sheets and reasonable valuations
relative to their growth rates. It also diversifies its investments into many
companies and industries.

Small-capitalization company stocks generally are considered to offer
greater potential for appreciation than securities of companies with larger
market capitalizations. Most small-capitalization company stocks pay low or no
dividends, and the Series seeks long-term appreciation, rather than income.
Small-capitalization company stocks also have higher risk and volatility,
because most are not as broadly traded as stocks of companies with larger
capitalizations and their prices thus may fluctuate more widely and abruptly.
Small-capitalization company securities are also less researched and often
overlooked and undervalued in the market.

AMT Partners Investments

The investment objective of AMT Partners Investments and its
corresponding Portfolio is to seek capital growth. This investment objective is
non-fundamental.

AMT Partners Investments invests principally in common stocks of medium
to large capitalization established companies, using the value-oriented
investment approach. The Series seeks capital growth through an investment
approach that is designed to increase capital with reasonable risk. N&B
Management looks for securities believed to be undervalued based on strong
fundamentals, including a low price-to-earnings ratio, consistent cash flow, and
the company's track record through all parts of the market cycle.

N&B Management considers additional factors when selecting
securities for the Series, including ownership by a company's management of the
company's stock and the dominance of a company in its particular field.

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<PAGE>

to be speculative and usually entail greater risk. For more information on lower
rated securities, see "Ratings of Debt Securities" in this Prospectus, "Fixed
Income Securities" in the SAI, and Appendix A of the SAI.

AMT Balanced Investments

The investment objective of AMT Balanced Investments and its
corresponding Portfolio is long-term capital growth and reasonable current
income without undue risk to principal. This investment objective is fundamental
and may not be changed without the approval of the holders of a majority of the
outstanding shares of the Portfolio and Series.

N&B Management anticipates that the Series' investments will normally
be managed so that approximately 60% of the Series' total assets will be
invested in common and preferred stocks and the remaining assets will be
invested in investment grade debt securities. However, depending on N&B
Management's views regarding current market trends, the common stock portion
of the Series' investments may be adjusted downward to as low as 50% or upward
to as high as 70%. At least 25% of the Series' assets will be invested in fixed
income securities.

N&B Management has analyzed the total return performance and volatility
over the last 37 years of the Standard & Poor's "500" Composite Stock Price
Index ("S&P 500"), an unmanaged average widely considered as representative of
general stock market performance. It has compared the performance and volatility
of the S&P "500" to that of several model balanced portfolios, each consisting
of a different fixed allocation of the S&P "500" and U.S. Treasury Notes having
maturities of 2 years. The comparison reveals that the model balanced portfolio
in which 60% was allocated to the S&P "500" (with the remaining 40% in 2-year
U.S. Treasury Notes) was able to achieve 87.3% of the performance of the S&P
"500," with only 63.3% of the volatility. Those model balanced portfolios in
which 70% and 50% were allocated to the S&P "500" were able to achieve 90.7% and
83.6%, respectively, of the performance of the S&P "500," with only 72.8% and
54.6% of the volatility, respectively. While the underlying securities in the
model balanced portfolios are not identical to the anticipated investments by
AMT Balanced Investments and represent past performance, N&B Management believes
that the results of its analysis show the potential benefits of a balanced
investment approach. A chart setting forth the study appears as Appendix A to
this Prospectus.

In the common stock portion of its investments, AMT Balanced
Investments will utilize the same approach and investment techniques employed by
N&B Management in managing AMT Growth Investments, by investing in a combination
of common stocks that N&B Management believes have the maximum potential for
long-term capital appreciation. This portion of the Series does not seek to
invest in securities that pay dividends or interest, and any such income is
incidental. In the debt securities portion of its investments, AMT Balanced
Investments will utilize the same approach and investment techniques employed by
N&B Management in managing AMT Limited Maturity Bond Investments, by investing
in a diversified portfolio of limited duration debt securities. While AMT
Balanced Investments invests primarily in investment grade debt securities, it
may invest up to 10% of the debt securities portion of its investments, measured
at the time of investment, in debt securities that are below investment grade or
in comparable unrated securities. Securities rated below investment grade as
well as comparable unrated securities are often considered to be speculative and
usually entail greater risk. AMT Balanced Investments will invest in debt
securities rated no lower than B by Moody's or S&P or comparable unrated
securities. For more information on lower rated securities, see "Ratings of
Debt Securities" in this Prospectus, "Fixed Income Securities" in the SAI, and
Appendix A of the SAI.

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<PAGE>

AMT International Investments

The investment objective of AMT International Investments and its
corresponding Portfolio is to seek long-term capital appreciation by investing
primarily in a diversified portfolio of equity securities of foreign issuers.
This investment objective is non-fundamental. Foreign issuers are issuers
organized and doing business principally outside the United States and include
non-U.S. governments, their agencies, and instrumentalities.

The Series will invest primarily in equity securities of
medium-to-large capitalization companies, traded on foreign exchanges. A
company's capitalization is determined in relation to the principal market in
which its securities are traded. The Series normally invests in issuers in at
least three foreign countries. The strategy of N&B Management is to select
attractive investment opportunities outside the United States, allocating the
Series' assets among investments in economically mature countries and emerging
industrialized countries. The criteria for security selection focus on companies
with leadership in specific markets or with niches in specific industries that
appear to exhibit positive fundamentals and seem undervalued relative to their
earnings potential or the worth of their assets. At least 65% of the Series'
total assets normally will be invested in equity securities of foreign issuers.
The Series may invest more heavily in certain countries than in others. From
time to time, the Series may invest a significant part of its assets in Japan.
See "Description of Investments" in this Prospectus.

The Series may also invest in foreign securities in the form of
American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global
Depositary Receipts (GDRs), International Depositary Receipts (IDRs) or other
similar securities representing an interest in securities of foreign issuers,
and may purchase foreign corporate and government debt securities.

Because the Portfolio, through its corresponding Series, invests
primarily in foreign securities, it may be subject to greater risks and higher
expenses than equity funds that invest primarily in securities of U.S. issuers.
Such risks may be even greater in emerging industrialized and less developed
countries.

The risks of investing in foreign securities include, but are not
limited to, possible adverse political and economic developments in a particular
country, differences between foreign and U.S. regulatory systems, and foreign
securities markets that are smaller and less well-regulated than those in the
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 U.S. Most of the securities held by the Series are
denominated in foreign currencies, and the value of these investments can be
adversely affected by fluctuations in foreign currency values. Some foreign
currencies can be volatile and may be subject to governmental controls or
intervention. The Series may use techniques such as options, futures, forward
foreign currency exchange contracts ("forward contracts"), and short selling,
for hedging purposes and in an attempt to realize income. The Series may also
use leverage to facilitate transactions entered into by the Series for hedging
purposes. The use of these strategies may entail special risks.

For more details about investments of the Series, see "Description of
Investments" in this Prospectus.

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<PAGE>

Short-Term Trading; Portfolio Turnover

AMT Government Income Investments may engage in short-term trading to a
substantial degree to take advantage of anticipated changes in interest rates.
This investment policy may be considered speculative. Although none of the other
Series purchases securities with the intention of profiting from short-term
trading, each Series may sell portfolio securities when the investment adviser
believes that such action is advisable.

The portfolio turnover rates for the Portfolios and the Series, and for
the predecessors of the various Portfolios for the period prior to May 1, 1995,
(except for the Liquid Asset Portfolio and the International Portfolio) for 1996
and earlier years are set forth under the "Financial Highlights" in this
Prospectus. The portfolio turnover rates for the Series after May 1, 1995 are
set forth in the Trust's annual report to shareholders and in the "Notes to
Financial Highlights" in this Prospectus.

It is anticipated that the annual portfolio turnover rate of AMT
Government Income Investments, and AMT Partners Investments generally will
exceed 100%. It is anticipated that the annual portfolio turnover rate of AMT
Growth Investments and AMT Limited Maturity Bond Investments 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, all Series (except AMT International
Investments) may each invest up to 100% of its total assets in cash and cash
equivalents, U.S. Government and Agency Securities, commercial paper and certain
other money market instruments, as well as repurchase agreements collateralized
by the foregoing. Also, for temporary defensive purposes, AMT Balanced (fixed
income portion only), Government Income and Limited Maturity Bond Investments,
may adopt shorter weighted average duration than normal, and AMT Liquid Asset
Investments may adopt shorter weighted average maturity than normal.

For temporary defensive purposes, AMT International Investments may
invest up to 100% of its total assets in short-term foreign and U.S. investments
such as cash or cash equivalents, commercial paper, short-term bank obligations,
government and agency securities and repurchase agreements. The Series may also
invest in such instruments to ensure adequate liquidity or to provide collateral
to be held in segregated accounts.

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

Ratings of Debt Securities

HIGH QUALITY DEBT SECURITIES (ALL SERIES). High quality debt securities are
securities that have received a rating from at least one nationally recognized
statistical rating organization ("NRSRO"), such as 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. If a security has been
rated by two or more NRSROs, at

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<PAGE>

least two of them must have given the security a high quality rating in order
for AMT Liquid Asset Investments to invest in that security.

INVESTMENT GRADE DEBT SECURITIES (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). Investment grade debt securities are those receiving 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.

If the quality of securities held by any Series (other than AMT Liquid
Asset Investments) deteriorates so that the securities would no longer satisfy
its standards, the Series will engage in an orderly disposition of the
downgraded securities to the extent necessary to ensure that the Series'
holdings of such securities will not exceed 5% of the Series' net assets. AMT
Liquid Asset Investments, in accordance with Rule 2a-7 under the Investment
Company Act of 1940, will consider disposing of its securities.

LOWER-RATED SECURITIES (AMT INTERNATIONAL, BALANCED, LIMITED MATURITY BOND AND
PARTNERS INVESTMENTS). 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 International Investments may invest up to 5% of its net assets,
measured at the time of investment, in debt securities that are below investment
grade or comparable unrated securities. AMT Limited Maturity Bond 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 no lower than B by
Moody's or S&P, or comparable unrated securities. AMT Balanced Investments may
invest up to 10% of the debt securities portion of its investments, measured at
the time of investment, in debt securities that are below investment grade, but
rated no lower than B by Moody's or S&P, or comparable unrated securities. AMT
Partners Investments may invest up to 15% of its net assets, measured at the
time of investment, in debt securities that are below investment grade or
comparable unrated securities. For purposes of these limits, 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.

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<PAGE>

The value of the fixed income securities in which a Series may invest,
measured in the currency in which they are denominated, is likely to decline in
times of rising interest rates. Conversely, when rates fall, the value of a
Series' fixed income investments may rise. The longer the period remaining to
maturity, the more pronounced is the effect of interest rate changes on the
value of a security.

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

The following table shows the ratings of debt securities held by AMT
Limited Maturity Bond Investments during the year ended December 31, 1996. The
percentages in each category represent the average of dollar-weighted month-end
holdings during this period. These percentages are historical only and are not
necessarily representative of the ratings of current and future holdings. During
this period, the Series did not invest in any unrated corporate securities.

Moody's S&P
(as a % of investments) (as a % of investments)
Investment Grade Rating Average Rating Average
<S> <C> <C> <C> <C>
Treasury/Agency** TSY/AGY 21.43% TSY/AGY 21.43%
Highest quality Aaa 23.74% AAA 23.74%
High quality Aa 2.75% AA 0.25%
Upper-Medium grade A 24.81% A 25.22%
Medium grade Baa 14.08% BBB 20.26%

Lower Quality***
Moderately speculative Ba 11.31% BB 6.90%
Speculative B 1.88% B 2.20%
Highly Speculative Caa -- CCC --
Poor Quality Ca -- CC --
Lowest quality, no interest C -- C --
In default, in arrears -- -- D --
Total 100% 100%

</TABLE>

* As of May 1, 1996, the Series was authorized to invest up to 10% of its
net assets in debt securities that are below investment grade.

** U.S. Government and Agency Securities are not rated by Moody's or S&P.

*** Includes securities rated investment grade by other NRSROs.

Borrowings

ALL SERIES (EXCEPT AMT GOVERNMENT INCOME AND INTERNATIONAL INVESTMENTS).
Each of the Series has a fundamental policy that it may not borrow money, except
that it may (1) borrow money from banks for temporary or emergency purposes and
not for leveraging or investment and (2) enter into reverse repurchase
agreements for any purpose, so long as the aggregate amount of borrowings and
reverse repurchase agreements does not exceed one-third of the Series' total
assets (including the amount borrowed) less liabilities (other than borrowings).
None of these Series expects to borrow money. As a non-fundamental policy, none
of these Series may purchase portfolio

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<PAGE>

securities if its outstanding borrowings, including reverse repurchase
agreements, exceed 5% of its total assets. Dollar rolls are treated as reverse
repurchase agreements for purposes of this limitation.

AMT GOVERNMENT INCOME INVESTMENTS. AMT Government Income Investments, as a
fundamental policy, may borrow money from banks for any purpose, including to
meet redemptions and increase the amount available for investment, and enter
into reverse repurchase agreements (including dollar rolls) for any purpose, so
long as the aggregate amount of borrowings and reverse repurchase agreements
does not exceed one-third of the Series' total assets (including the amount
borrowed) less liabilities (other than borrowings). Leveraging (borrowing) to
increase amounts available for investment may exaggerate the effect on net asset
value of any increase or decrease in the market value of the securities of the
Series. Money borrowed for leveraging will be subject to interest costs which
may or may not be recovered by income and appreciation of the securities
purchased.

AMT INTERNATIONAL INVESTMENTS. AMT International Investments has a fundamental
policy that it may not borrow money, except that it may (1) borrow money from
banks and (2) enter into reverse repurchase agreements for any purpose, so long
as the aggregate amount of borrowings and reverse repurchase agreements does not
exceed one-third of the Series' total assets (including the amount borrowed)
less liabilities (other than borrowings).

The Series may borrow money from banks to facilitate transactions
entered into by the Series for hedging purposes, which is a form of leverage.
This leverage may exaggerate changes in the net asset value of the Portfolio's
shares and the gains and losses on the Series' investments. Leverage also
creates interest expenses; if those expenses exceed the return on transactions
that borrowings facilitate, the Series will be in a worse position than if it
had not borrowed. The use of derivatives in connection with leverage may create
the potential for significant losses. The Series may pledge assets in connection
with permitted borrowings.

Until recently, the State of California had imposed borrowing
limitations on registered variable insurance product funds. To comply with
these limitations, each Series, as a matter of operating policy, had undertaken
that it would not borrow more than 10% of its net asset value when borrowing for
any general purpose and would not borrow more than 25% of its net asset value
when borrowing as a temporary measure to facilitate redemptions. For these
purposes, net asset value is the market value of all investments or assets owned
less outstanding liabilities at the time that any new or additional borrowing
is undertaken. The Series currently intend to comply with this borrowing
restriction only so long as necessary to enable Life Companies to comply with
applicable California regulatory requirements.

Duration

Duration is a measure of the sensitivity of debt securities to changes
in market interest rates, based on the entire cash flow associated with the
securities, including payments occurring before the final repayment of
principal. N&B Management utilizes duration as a tool in portfolio selection
instead of the more traditional measure known as "term to maturity" in portfolio
selection for AMT Limited Maturity Bond and AMT Government Income Investments,
and for the debt securities portion of AMT Balanced Investments. "Term to
maturity" measures only the time until a debt security provides its final
payment, taking no account of the pattern of the security's payments prior to
maturity. Duration incorporates a bond's yield, coupon interest payments, final
maturity and call features into one measure. Duration therefore provides a more
accurate measurement of a bond's

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<PAGE>

likely price change in response to a given change in market interest rates. The
longer the duration, the greater the bond's price movement will be as interest
rates change. For any fixed income security with interest payments accruing
prior to the payment of principal, duration is always less than maturity.

Futures, options, and options on futures have durations which are
generally related to the duration of the securities underlying them. Holding
long futures or call option positions will lengthen a Series' duration by
approximately the same amount as would holding an equivalent amount of the
underlying securities. Short futures or put options have durations roughly equal
to the negative duration of the securities that underlie these positions, and
have the effect of reducing portfolio duration by approximately the same amount
as would selling an equivalent amount of the underlying securities.

There are some situations where even the standard duration calculation
does not properly reflect the interest rate exposure of a security. For example,
floating and variable rate securities often have final maturities of ten or more
years; however, their interest rate exposure corresponds to the frequency of the
coupon reset. Another example where the interest rate exposure is not properly
captured by duration is the case of mortgage-backed securities. The stated final
maturity of such securities is generally 30 years, but current and expected
prepayment rates are critical in determining the securities' interest rate
exposure. In these and other similar situations, N&B Management, where
permitted, will use more sophisticated analytical techniques that incorporate
the expected economic life of a security into the determination of its interest
rate exposure.

PERFORMANCE INFORMATION

LIQUID ASSET PORTFOLIO. From time to time, the Liquid Asset Portfolio's
annualized "yield" and "effective yield" may be presented in advertisements and
sales literature. The Portfolio's "yield" represents an annualization of the
increase in value of an account (excluding any capital changes) invested in the
Portfolio for a specific seven-day period. The Portfolio's "effective yield"
compounds such yield for a year and thus is greater than the Portfolio's yield.

OTHER PORTFOLIOS. Performance information for each of the other Portfolios may
be presented from time to time in advertisements and sales literature. A
Portfolio's "yield" is calculated by dividing the Portfolio's annualized net
investment income during a recent 30-day period by the Portfolio's net asset
value on the last day of the period. A Portfolio's total return is quoted for
the one-year period and, where applicable, the five-year period and ten-year
period through the most recent calendar quarter (or for the life of the
Portfolio, if less than ten years) and is determined by calculating the change
in value of a hypothetical $1,000 investment in the Portfolio for each of those
periods. Total return calculations assume reinvestment of all Portfolio
dividends and distributions from net investment income and net realized gains,
respectively.

All performance information presented for the Portfolios 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 each Portfolio's

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<PAGE>

performance is presented in the Trust's annual report to shareholders, which is
available without charge by calling 800-366-6264.

Advertisements concerning the Trust may from time to time compare the
performance of one or more Portfolios to various indices. Advertisements may
also contain the performance rankings assigned certain Portfolios or their
advisers by various publications and statistical services. Any such comparisons
or rankings are based on past performance and the statistical computations
performed by publications and services, and are not necessarily indications of
future performance. Because the Portfolios are managed investment vehicles
investing, through their corresponding Series, in a wide variety of securities,
the securities owned by such 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 FUNDS COMPARABLE TO THE INTERNATIONAL PORTFOLIO AND AMT
INTERNATIONAL INVESTMENTS. AMT International Investments and its corresponding
Portfolio 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 International Fund (and
its corresponding master series). The following table shows the average annual
total returns of Neuberger&Berman International Fund for the 1-year period and
since inception for the period ended December 31, 1996. The table also shows a
comparison with the Morgan Stanley Capital International Europe, Australia, Far
East Index (the "EAFE(R) Index"), an unmanaged index of non-U.S. equity market
performance, which is pertinent to the Neuberger&Berman International Fund.

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS
ENDED DECEMBER 31, 1996

1 Year Since Inception
Neuberger&Berman International Fund +23.69% +11.68% (6/15/94)
EAFE Index +6.36% +6.69%

Prior to the inception of Neuberger&Berman International Fund, the
manager of its corresponding master series, Felix Rovelli, was the manager of
two other mutual funds (collectively, the "Other Funds"), each registered open-
end management investment companies which had an investment objective, policies,
limitations and strategies substantially similar to those of AMT International
Investments and the International Portfolio (the "AMT International Funds"). Mr.
Rovelli has advised the Trust that he used the same analytical methods when
identifying potential investments for the Other Funds as he uses for AMT
International Investments, that he was primarily responsible for the day-to-day
management of the Other Funds, and that no other person played a significant
role in managing the Other Funds. The composite average annual total return for
the Other Funds, and the performance of the EAFE Index, for a period that
approximates Mr. Rovelli's tenure as portfolio manager of one or both of the
Other Funds, was as follows:

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AUGUST 1, 1990
TO APRIL 30, 1994

Other Funds 6.42%
EAFE Index 5.20%

The figures for the comparable mutual funds depicted above reflect each
such fund's expense ratios, and do not reflect any sales charges imposed in
connection with investment in those funds or, in the case of one of the Other
Funds, any expenses or charges that apply to insurance company variable annuity
or variable life insurance contracts for which such Other Fund served as the
underlying investment vehicle. Although the objectives, polices, limitations and
strategies of the AMT International Funds are substantially similar to
Neuberger&Berman International Fund and its corresponding master series and the
Other Funds, the AMT International Funds are distinct mutual funds from the
mutual funds they are compared to and may have different fees, expenses,
investment returns, portfolio holdings, and risk/return characteristics than
such mutual funds. Historical performance of substantially similar mutual funds
is not indicative of future performance of the AMT International 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 seven 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

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

The Series

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

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

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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

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

Each Portfolio and its corresponding Series calculate their NAVs as of
the close of regular trading on The New York Stock Exchange ("NYSE"), usually 4
p.m. Eastern time. AMT Liquid Asset Investments, in accordance with Rule 2a-7
under the 1940 Act, will use the amortized cost method of valuation to enable
AMT Liquid Asset Investments to try to maintain a stable NAV of $1.00 per share.
AMT Liquid Asset Investments values its securities at their cost at the time of
purchase and assumes a constant amortization to maturity of any discount or
premium.

AMT Balanced (debt securities portion), Government Income and Limited
Maturity Bond Investments generally value their securities on the basis of bid
quotations from independent pricing services or principal market makers, or, if
quotations are not available, by a method that the trustees of Managers Trust
believe accurately reflects fair value. The Series periodically verify
valuations provided by the pricing services. Short-term securities with
remaining maturities of less than 60 days may be valued at cost which, when
combined with interest earned, approximates market value.

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<PAGE>

AMT Balanced (equity portion), Growth and Partners Investments value
their 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.

Equity securities held by AMT International Investments are valued at
the last sale price on the principal exchange or in the principal
over-the-counter market in which such securities are traded, as of the close of
business on the day the securities are being valued, or if there are no sales,
at the last available bid price. Debt obligations held by AMT International
Investments are valued at the last available bid price for such securities, or
if such prices are not available, at prices for securities of comparable
maturity, quality, and type. Foreign securities are translated from the local
currency into U.S. dollars using current exchange rates. AMT International
Investments values all other types of securities and assets, including
restricted securities and securities for which market quotations are not readily
available, by a method that the trustees of Managers Trust believe accurately
reflects fair value. AMT International Investments' portfolio securities are
listed primarily on foreign exchanges which may trade on days when the NYSE is
closed. As a result, the NAV of the International Portfolio may be significantly
affected on days when shareholders have no access to the Portfolio.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

Dividends and Other Distributions

Each Portfolio, except the Liquid Asset 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 Liquid Asset Portfolio distributes to its shareholders
substantially all of its share of its corresponding Series' net investment
income (net of the Portfolio's expenses) and net realized capital gains. Income
dividends are declared daily for the Portfolio at the time its NAV is calculated
and are paid monthly, and net realized capital gains, if any, are normally
distributed annually in February.

The Portfolios offer their shares solely to separate accounts of the
Life Companies, except for the Balanced Portfolio which also offers its shares
to Qualified Plans. All dividends and other distributions are distributed to the
separate accounts (and, with respect to the Balanced Portfolio, also to the
Qualified Plans) and will be automatically invested in Trust shares. Dividends
and other distributions made by a Portfolio to the separate accounts are
taxable, if at all, to the extent described in the prospectuses for the Variable
Contracts.

Tax Status

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<PAGE>

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.

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).

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.

Each Series 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 a Portfolio.

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<PAGE>

Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, the Trust
and Managers Trust have 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.

Until recently, the State of California had imposed diversification
requirements on registered variable insurance products funds investing in
non-U.S. securities. Under these requirements, a fund investing at least 80% of
its assets in non-U.S. securities had to be invested in at least five countries;
less than 80% but at least 60%, in at least four countries; less than 60% but at
least 40%, in at least three countries; and less than 40% but at least 20%, in
at least two countries, except that up to 35% of a fund's assets were permitted
to be invested in securities of issuers located in any of the following
countries: Australia, Canada, France, Japan, the United Kingdom or Germany. The
Trust and Managers Trust currently intend to comply with these diversification
requirements only so long as necessary to enable Life Companies to comply with
applicable California regulatory requirements.

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

ALL PORTFOLIOS AND THEIR CORRESPONDING SERIES. N&B Management serves as the
investment manager of each Series, as administrator of each Portfolio, and as
distributor of the shares of each Portfolio. N&B Management and its predecessor
firms have specialized in the management of no-load mutual funds since 1950. In
addition to serving the seven 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

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<PAGE>

$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.

Theodore P. Giuliano is a principal of Neuberger&Berman and a director
and Vice President of N&B Management. Mr. Giuliano is the Manager of the Fixed
Income Group of Neuberger&Berman, which he helped to establish in 1984. The
Fixed Income Group manages fixed income accounts that had approximately $10.5
billion of assets as of December 31, 1996.

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The following members of the Fixed Income Group, along with Mr.
Giuliano, are primarily responsible for the day-to-day management of the listed
Series:

AMT Liquid Asset Investments -- Josephine P. Mahaney. Ms. Mahaney, who
has been a Senior Portfolio Manager in the Fixed Income Group since 1984, and a
Vice President of N&B Management since 1994, has been primarily responsible for
AMT Liquid Asset Investments since January 1993.

AMT Limited Maturity Bond Investments and AMT Balanced Investments
(debt securities portion) -- Thomas G. Wolfe. Mr. Wolfe has been primarily
responsible for AMT Limited Maturity Bond Investments and AMT Balanced
Investments (debt securities portion) since October 1995. Mr. Wolfe has been a
Senior Portfolio Manager in the Fixed Income Group since July 1993, Director of
Fixed Income Credit Research since July 1993, and a Vice President of N&B
Management since October 1995. From November 1987 to June 1993, he was Vice
President in the Corporate Finance Department of Standard & Poor's Rating Group.

AMT Government Income Investments -- William H. Cunningham. Mr.
Cunningham has been primarily responsible for AMT Government Income Investments
since October 1995. Mr. Cunningham has been a member of the Fixed Income Group
since March 1993, a Senior Portfolio Manager in the Fixed Income Group since
June 1995, and a Vice President of N&B Management since October 1995. From
August 1989 to February 1993 he was a manager in the Corporate Finance, Merger
and Acquisitions and Capital Markets Groups for a major corporation.

The following is a list of the equity Series of Managers Trust,
together with information about individuals who are primarily responsible for
the day-to-day management of these Series:

AMT Growth Investments and AMT Balanced Investments (equity portion) --
Mark R. Goldstein and Susan Switzer. Mr. Goldstein is a Vice President of N&B
Management and a principal of Neuberger&Berman. He has had primary
responsibility for AMT Growth Investments and AMT Balanced Investments (equity
portion) since March 1993. Previously he was a securities analyst and portfolio
manager with that firm. Susan Switzer has been an Assistant Vice President of
N&B Management since March 1995, and a portfolio manager for Neuberger&Berman
since January 1995. She has had primary responsibility for AMT Growth
Investments and AMT Balanced Investments (equity portion) since January 1995.
Ms. Switzer was a research analyst and assistant portfolio manager for another
money management firm from 1989 to 1994.

AMT Partners Investments -- Michael M. Kassen and Robert I. Gendelman.
Mr. Kassen is a Vice President of N&B Management and a principal of
Neuberger&Berman. Mr. Kassen was an employee of N&B Management from 1990 to
December 1992. He was a portfolio manager of several large mutual funds managed
by another prominent investment adviser from 1981 to 1988 and was general
partner of two private investment partnerships from 1988 to 1990. He has had
primary responsibility for AMT Partners Investments since March 1994. Mr.
Gendelman is principal of

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Neuberger&Berman and has been an Assistant Vice President of N&B Management
since 1994. He has had primary responsibility for AMT Partners Investments since
October 1994. He was a portfolio manager for another mutual fund manager from
1992 to 1993 and was managing partner of an investment partnership from 1988 to
1992.

AMT International Investments -- Felix Rovelli. Mr. Rovelli is primarily
responsible for the day-to-day management of the portfolio securities of the
Series. Mr. Rovelli has been a Vice President at N&B Management since November
1995. Mr. Rovelli has had primary responsibility for AMT International
Investments since June 1994. Previously, he was a Senior Vice President-Senior
Equity Portfolio Manager of BNP-N&B Global Asset Management, L.P., from May 1994
to October 1995, and a first Vice President and portfolio manager of another
mutual fund that invested in international equity securities, from April 1990 to
April 1994.

N&B Management serves as distributor in connection with the offering of
each Portfolio's shares. In connection with the sale of each Portfolio's shares,
each Portfolio has authorized the distributor to give only such information and
to make only such statements and representations as are contained in the
Portfolio's Prospectus. The distributor is responsible only for information
given and statements and representations made in 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.

ALL PORTFOLIOS AND THEIR CORRESPONDING SERIES. Neuberger&Berman acts as the
principal broker for all Series, except AMT International Investments, 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, each 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 a Series will be adversely affected by
personal trading of employees, the Trust, Managers Trust, N&B Management, and
Neuberger&Berman have adopted policies that 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.

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Expenses

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

Fees (as percentage of average daily net assets)

Management Administration
(Series) (Portfolio)

GROWTH; PARTNERS; 0.55% of first $250 million 0.30%
BALANCED 0.525% of next $250 million
0.50% of next $250 million
0.475% of next $250 million
0.45% of next $500 million
0.425% of over $1.5 billion

GOVERNMENT INCOME 0.35% of first $500 million 0.40%
0.325% of next $500 million
0.30% of next $500 million
0.275% of next $500 million
0.25% of over $2 billion

LIMITED MATURITY BOND; 0.25% of first $500 million 0.40%
LIQUID ASSET 0.225% of next $500 million
0.20% of next $500 million
0.175% of next $500 million
0.15% of over $2 billion

INTERNATIONAL 0.85% of first $250 million 0.30%
0.825% of next $250 million
0.80% of next $250 million
0.775% of next $250 million
0.75% of next $500 million
0.725% of over $1.5 billion

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

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

Expense Limitation

ALL PORTFOLIOS AND THEIR CORRESPONDING SERIES (EXCEPT INTERNATIONAL PORTFOLIO
AND ITS CORRESPONDING SERIES). N&B Management has voluntarily undertaken to
limit the Portfolios' expenses by reimbursing each Portfolio for its Total
Operating Expenses and its pro rata share of its corresponding Series' Total
Operating Expenses, excluding the compensation of N&B Management (with respect
to all Portfolios but the Liquid Asset Portfolio and the Government Income
Portfolio), taxes, interest, extraordinary expenses, brokerage commissions and
transaction costs, that exceed, in the aggregate, 1% 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 appropriate Portfolio.

INTERNATIONAL PORTFOLIO AND ITS CORRESPONDING SERIES. N&B Management has
voluntarily undertaken until May 1, 1998 to limit the Portfolio's expenses by
reimbursing the Portfolio for Total Operating Expenses and its pro rata share of
its corresponding Series' Total Operating Expenses, including compensation to
N&B Management, but excluding taxes, interest, extraordinary expenses and
brokerage commissions, that exceed, in the aggregate, 1.70% per annum of the
Portfolio's average daily net asset value ("Portfolio Expense Limitation"). The
Portfolio has in turn agreed to repay through December 31, 1999, expenses borne
by N&B Management pursuant to the previous sentence, so long as the Portfolio
Expense Limitation is not exceeded.

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

Transfer and Dividend Paying Agent

State Street Bank and Trust Company ("State Street"), Boston, Massachusetts,
acts as transfer and dividend paying agent for the Portfolios and in so doing
performs certain bookkeeping, data processing and administrative services.
Qualified Plan participants investing in the Balanced Portfolio should send all
correspondence to State Street, care of Boston Service Center, P.O. Box 8403,
Boston, MA 02266-8403. All other correspondence should be sent to State Street
Bank & Trust Company, P.O. Box 1978, Boston, MA 02105. State Street provides
similar services to the Series as the Series' transfer agent. State Street also
acts as the custodian of the Series' and the Portfolios' assets.

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

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be affiliated with the Trust. Shares of the Balanced Portfolio of the Trust are
also offered directly to Qualified Plans. Shares of the Trust are purchased and
redeemed at net asset value.

The Boards of Trustees of the Trust and Managers Trust have undertaken to
monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, 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

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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 Programs" herein,
some or all of the Series, as indicated below, may make the following
investments, among others, individually or in combination, although a Series may
not necessarily buy 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 Portfolios are to
qualify as regulated investment companies for tax purposes. The use of hedging
or other techniques is discretionary and no representation is made that the risk
of any 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 (ALL SERIES). U.S. Government securities
are obligations of the U.S. Treasury backed by the full faith and credit of the
United States. U.S. Government Agency securities are issued or guaranteed by
U.S. Government agencies, instrumentalities, or other U.S. Government-sponsored
enterprises, such as the Government National Mortgage Association ("GNMA"),
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 (ALL SERIES). Each Series may invest up to 15% (10% with
respect to AMT Liquid Asset Investments) of its net assets in securities that
are illiquid, in that they cannot be expected to be sold within seven days at
approximately the price at which they are valued. Due to the absence of an
active trading market, a Series may experience difficulty in valuing or
disposing of illiquid securities. N&B Management 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.

INFLATION-INDEXED SECURITIES (AMT LIMITED MATURITY BOND, GOVERNMENT INCOME AND
BALANCED INVESTMENTS). These Series may invest in U.S. Treasury securities and
securities of other issuers whose principal value is adjusted daily in
accordance with changes to the Consumer Price Index. Interest is calculated on
the basis of the current adjusted principal value. The prices of
inflation-indexed securities decline in periods of deflation, but holders at
maturity receive no less than par. If inflation is lower than expected over the
life of the security, the Series may earn less on it than on a conventional
bond. Any increase in principal value is taxable in the year the increase
occurs, even though holders do not receive cash representing the increase until
the security matures. Changes in market interest rates from causes other than
inflation will likely affect the market prices of inflation-

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indexed securities in the same manner as conventional bonds. The U.S. Treasury
and other issuers have only recently begun issuing inflation-indexed bonds. As
such, there is little trading history of these securities, and there can be no
assurance that a liquid trading market in these instruments will develop,
although one is expected. Lack of a liquid market may impose the risk of higher
transaction costs and the possibility that a Series may be forced to liquidate
positions when it would not be advantageous to do so.

FOREIGN SECURITIES (ALL SERIES). All Series may invest in U.S.
dollar-denominated foreign securities. Foreign securities are those of issuers
organized and doing business principally outside the U.S., including non-U.S.
governments, their agencies, and instrumentalities. All Series, except AMT
Liquid Asset Investments, may also invest in foreign securities denominated in
or indexed to foreign currencies, which may also be affected by the fluctuation
of the foreign currencies relative to the U.S. dollar, irrespective of the
performance of the underlying investment. N&B Management considers these factors
in making investments for the Series. In addition, AMT Growth, Limited Maturity
Bond, Balanced, Partners, International and Government Income Investments may
enter into forward foreign currency contracts or futures contracts (agreements
to exchange one currency for another at a future date) and related options to
manage currency risks and to facilitate transactions in foreign securities.
Although these contracts can protect the Series from adverse exchange rate
changes, they involve a risk of loss if N&B Management fails to predict foreign
currency values correctly.

AMT Balanced, Growth, and Partners Investments may each 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 ADRs. Foreign securities (including those denominated in U.S.
dollars and ADRs) are affected by political or economic developments in foreign
countries.

All Series, except AMT Liquid Asset Investments, may invest in ADRs, EDRs,
GDRs, and IDRs. ADRs (sponsored or unsponsored) are receipts typically issued by
a U.S. bank or trust company evidencing its ownership of the underlying foreign
securities. Most ADRs are denominated in U.S. dollars and are traded on a U.S.
stock exchange. Issuers of the securities underlying unsponsored ADRs are not
contractually obligated to disclose material information in the U.S. and,
therefore, there may not be a correlation between such information and the
market value of the unsponsored ADR. EDRs and IDRs are receipts typically issued
by a European bank or trust company evidencing its ownership of the underlying
foreign securities. GDRs are receipts issued by either a U.S. or non-U.S.
banking institution evidencing its ownership of the underlying foreign
securities and are often denominated in U.S. dollars.

Investments in foreign securities could be affected by factors generally
not thought to be present in the U.S. Such factors include, but are not limited
to, varying custody, brokerage and settlement practices; difficulty in pricing
some foreign securities; less public information about issuers of securities;
less governmental regulation and supervision over issuance and trading of
securities; the unavailability of financial information or the difficulty of
interpreting financial information prepared under foreign accounting standards;
less liquidity and more volatility in foreign securities markets; the
possibility of expropriation; the imposition of foreign withholding and other
taxes; 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

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securities also involves higher brokerage and custodian expenses than does
investment in domestic securities.

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

JAPANESE INVESTMENTS (ALL SERIES EXCEPT AMT LIQUID ASSET INVESTMENTS). While
each of these Series may invest in foreign securities, subject to the
restrictions above, AMT International Investments may invest a substantial
portion of its assets in securities of Japanese issuers. The performance of AMT
International Investments may therefore be significantly affected by events
affecting the Japanese economy and the exchange rate between the Japanese yen
and the U.S. dollar. Japan has 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 undercut 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 CORPORATE AND GOVERNMENT DEBT SECURITIES (ALL SERIES EXCEPT AMT LIQUID
ASSET INVESTMENTS). Each 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,
except that AMT International Investments is subject to a 5% limitation on
investment in foreign corporate and government debt securities. AMT
International Investments may invest in debt securities of any rating, including
those rated below investment grade and unrated securities.

FOREIGN CURRENCY TRANSACTIONS (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). Each of these Series may enter into forward 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. A Series may enter into
contracts to purchase foreign currencies to protect against an anticipated rise
in the U.S. dollar price of securities it intends to purchase. A Series may also
enter into contracts to sell foreign currencies to protect against a decline in
value of its foreign currency denominated portfolio securities due to a decline
in the value of foreign currencies against the U.S. dollar. Contracts to sell
foreign currency could limit any potential gain which might be realized by a
Series if the value of the hedged currency increased.

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AMT International Investments may also enter into forward contracts for
non-hedging purposes when N&B Management anticipates that a foreign currency
will appreciate or depreciate in value, but securities denominated in that
currency do not present attractive investment opportunities and are not held in
the Series. The Series may also engage in cross-hedging by using forward
contracts in one currency to hedge against fluctuations in the value of
securities denominated in a different currency if N&B Management believes that
there is a pattern of correlation between the two currencies. Cross- hedges may
result in losses if the currency used to hedge does not perform similarly to the
currency in which the securities are denominated.

If a 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 a
Series from adverse exchange rates, they involve risk of loss if N&B Management
fails to predict foreign currency values correctly.

PUT AND CALL OPTIONS, FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS (ALL
SERIES EXCEPT AMT LIQUID ASSET INVESTMENTS). Each of these Series may try to
reduce the risk of securities price changes (hedge) or generate income by
writing (selling) covered call options against securities held in its portfolio
having a market value not exceeding 10% of its net assets and may purchase call
options in related closing transactions. The 10% limitation does not apply to
AMT International Investments. 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.

AMT Limited Maturity Bond, Government Income, and Balanced Investments also
may try to manage portfolio duration by entering into interest-rate futures
contracts traded on futures exchanges and purchasing and writing options on
futures contracts.

AMT Limited Maturity Bond, Government Income, and Balanced Investments 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. Each of
these Series will write call options on a security or currency only if it holds
that security or currency or has the right to obtain the security or currency at
no additional cost. These investment practices involve certain risks, including
transactional expense, price volatility and a high degree of leverage. A Series
may engage in transactions in futures contracts and related options only as
permitted by regulations of the Commodity Futures Trading Commission.

AMT International Investments may enter into futures contracts 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.

AMT International Investments 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

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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, AMT International Investments may write call and put options
on any securities in which it may invest or options on any securities index
based on securities in which the Series may invest. The Series will not write a
call option on a security or currency unless it owns the underlying security or
currency or has the right to obtain it at no additional cost.

The writing and purchasing of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions including transactional expense,
price volatility and a high degree of leverage. AMT International Investments
pays brokerage commissions or spreads in connection with its options
transactions, as well as for purchases and sales of underlying securities or
currency. The writing of options could result in significant increases in the
Series' turnover rate.

The primary risks in using put and call options, futures contracts, and
options on futures contracts, and forward contracts or options on foreign
currencies ("Hedging Instruments") are (1) imperfect correlation or no
correlation between changes in market value of the securities or currencies held
by a Series and the prices of the Hedging Instruments; (2) possible lack of a
liquid secondary market for Hedging Instruments and the resulting inability to
close out a Hedging Instrument when desired; (3) the fact that the 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 a 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 these
instruments. When a 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, options and
forward contracts are considered derivatives. Losses that may arise from certain
futures transactions are potentially unlimited.

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

INDEXED SECURITIES (AMT INTERNATIONAL, LIMITED MATURITY BOND, GOVERNMENT INCOME
AND BALANCED INVESTMENTS). Each of these Series may invest in indexed securities
whose value is linked to currencies, interest rates, commodities, indices, or
other financial indicators. Most indexed securities are short-to-intermediate
term fixed-income securities whose values at

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maturity or interest rates rise or fall according to the change in one or more
specified underlying instruments. The value of indexed securities may increase
or decrease if the underlying instrument appreciates, and indexed securities may
have return characteristics similar to direct investments in the underlying
instrument or to one or more options on the underlying instrument. Indexed
securities may be more volatile than the underlying instrument itself.

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

REVERSE REPURCHASE AGREEMENTS (ALL SERIES) AND DOLLAR ROLLS (AMT LIMITED
MATURITY BOND, GOVERNMENT INCOME, AND BALANCED INVESTMENTS). In a reverse
repurchase agreement, a Series sells securities 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. In a
dollar roll, a Series sells securities for delivery in the current month and
simultaneously contracts to repurchase substantially similar (same type and
coupon) securities on a specified future date from the same party. During the
period before the repurchase, the Series forgoes principal and interest payments
on the securities. The Series is compensated by the difference between the
current sales price and the forward price for the future purchase (often
referred to as the "drop"), as well as by the interest earned on the cash
proceeds of the initial sale. Reverse repurchase agreements and dollar rolls may
increase fluctuations in a Series' and its corresponding Portfolio's NAV and may
be viewed as a form of leverage. N&B Management monitors the creditworthiness of
parties to reverse repurchase agreements and dollar rolls.

CONVERTIBLE SECURITIES (AMT INTERNATIONAL, PARTNERS, GROWTH, AND BALANCED
INVESTMENTS). Each of these Series may invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock, or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. Many convertible securities are rated
below investment grade, or are unrated.

MORTGAGE-BACKED SECURITIES (AMT LIQUID ASSET, LIMITED MATURITY BOND, GOVERNMENT
INCOME, AND BALANCED INVESTMENTS). Mortgage-backed securities represent
interests in, or are secured by and payable from, pools of mortgage loans,
including collateralized mortgage obligations. These securities may be U.S.
Government Agency mortgage-backed securities, which are issued or guaranteed
by a U.S. Government Agency or instrumentality (though not necessarily backed by
the full faith and credit of the United States), such as GNMA, FNMA and FHLMC
certificates. Other mortgage-backed securities are issued by private issuers,
generally originators of and investors in mortgage loans, including savings
associations, mortgage bankers,

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commercial banks, investment bankers, and special purpose entities. These
private mortgage-backed securities may be supported by U.S. Government Agency
mortgage-backed securities or some form of non-government credit enhancement.
Mortgage-backed securities may have either fixed or adjustable interest rates.
Tax or regulatory changes may adversely affect the mortgage securities market.
In addition, changes in the market's perception of the issuer may affect the
value of mortgage-backed securities. The rate of return on mortgage-backed
securities may be affected by prepayments of principal on the underlying loans,
which generally increase as interest rates decline; as a result, when interest
rates decline, holders of these securities normally do not benefit from
appreciation in market value to the same extent as holders of other non-callable
debt securities. N&B Management determines the effective life and duration of
mortgage-backed securities based on industry practice and current market
conditions. If N&B Management's determination is not borne out in practice, it
could positively or negatively affect the value of the Series when market
interest rates change. Increasing market interest rates generally extend the
effective maturities of mortgage-backed securities, increasing their sensitivity
to interest rate changes.

ASSET-BACKED SECURITIES (AMT LIQUID ASSET, LIMITED MATURITY BOND, GOVERNMENT
INCOME, AND BALANCED INVESTMENTS). Asset-backed securities represent interests
in, or are secured by and payable from pools of assets, such as consumer loans,
CARS(sm) ("Certificates for Automobile Receivables"), credit card receivable
securities, and installment loan contracts. Although these securities may be
supported by letters of credit or other credit enhancements, payment of interest
and principal ultimately depends upon individuals paying the underlying loans.
The risk that recovery on repossessed collateral might be unavailable, or
inadequate to support payments on asset-backed securities is greater than in the
case of mortgage-backed securities.

AMT Limited Maturity Bond and Balanced Investments may invest in trust
preferred securities, which are a type of asset-backed security. Trust preferred
securities represent interests in a trust formed by a parent company to finance
its operations. The trust sells preferred shares and invests the proceeds in
debt securities of the parent. This debt may be subordinated and unsecured.
Income payments on the trust preferred securities match the interest payments on
the debt securities; if no interest is paid on the debt securities, the trust
will not make current payments on its preferred securities. Unlike typical
asset-backed securities, which have many underlying payors and are usually
overcollateralized, trust preferred securities have only one underlying payor
and are not overcollateralized. Issuers of trust preferred securities and their
parents currently enjoy favorable tax treatment. If the tax characterization of
trust preferred securities were to change, they could be redeemed by the
issuers, which could result in a loss to the Series.

OTHER INVESTMENT COMPANIES (AMT International Investments). AMT International
Investments may invest up to 10% of its total assets, measured at the time of
investment, in the shares of other investment companies. Such investment may be
the most practical or only manner in which the Series can participate in certain
foreign markets because of the expenses involved or because other vehicles for
investing in those countries may not be available at the time the Series is
ready to make an investment. As a shareholder in an investment company, the
Series would bear its pro rata share of that investment company's expenses.
Investment in investment companies may involve the payment of substantial
premiums above the value of such issuers' portfolio securities. The Series does
not intend to invest in such funds unless, in the judgment of the investment
adviser, the potential benefits of such investment justify the payment of any
applicable premium or sales charge.

OTHER INVESTMENTS (AMT PARTNERS, GROWTH AND BALANCED INVESTMENTS). Although
each of these Series ordinarily invests primarily in common stocks, except AMT
Balanced Investments

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(debt securities portion), when market conditions warrant each may invest in
preferred stocks, securities convertible into or exchangeable for common stocks,
U.S. Government and Agency Securities, investment grade debt securities, or
money market instruments, or may retain assets in cash or cash equivalents. 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 a Series' fixed income investments is likely to rise.

SHORT SELLING (ALL SERIES EXCEPT LIQUID ASSET INVESTMENTS). Each Series may
attempt to limit exposure to a possible market decline in the value of portfolio
securities through short sales of securities which N&B Management believes
possess volatility characteristics similar to those being hedged and may use
short sales in an attempt to realize gain. To effect a short sale, a Series will
borrow a security from a brokerage firm to make delivery to the buyer. A Series
then is obligated to replace the security borrowed by purchasing it at the
market price at the time of replacement. Until the security is replaced, a
Series is required to pay to the lender any dividends and may be required to pay
a premium or interest.

A Series will realize a gain if the security declines in price between the
date of the short sale and the date on which the Series replaces the borrowed
security. A Series will incur a loss if the price of the security increases
between those dates. The amount of any gain will be decreased, and the amount of
any loss increased, by the amount of any premium or interest the Series may be
required to pay in connection with a short sale. The successful use of short
selling may be adversely affected by imperfect correlation between movements in
the price of the security sold short and the securities being hedged.

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. Short selling against-the-box may defer recognition of
gains and losses into a later tax period.

SWAP AGREEMENTS (AMT GOVERNMENT INCOME INVESTMENTS). To help enhance the value
of its portfolio or manage its exposure to different types of investments, the
Series may enter into interest rate, currency, and mortgage swap agreements and
may purchase and sell interest-rate "caps," "floors," and "collars."

In a typical interest-rate swap agreement, one party agrees to make regular
payments equal to a floating interest rate on a specified amount (the "notional
principal amount") in return for payments equal to a fixed interest rate on the
same amount for a specified period. If a swap agreement provides for payment in
different currencies, the parties may also agree to exchange the notional
principal amount. Mortgage swap agreements are similar to interest-rate swap
agreements, except the notional principal amount is tied to a reference pool of
mortgages.

In a cap or floor, one party agrees, usually in return for a fee, to make
payments under particular circumstances. For example, the purchaser of an
interest rate cap has the right to receive payments to the extent a specified
interest rate exceeds an agreed level; the purchaser of an interest-rate floor
has the right to receive payments to the extent a specified interest-rate falls
below an agreed level. A collar entitles the purchaser to receive payments to
the extent a specified interest rate falls outside an agreed range.

- 51 -

<PAGE>

Swap agreements, including caps and floors, may involve leverage and may be
highly volatile; depending on how they are used, they may have a considerable
impact on the Series' performance. Swap agreements involve risks depending upon
the other party's creditworthiness and ability to perform, as well as the
Series' ability to terminate its swap agreements or reduce its exposure through
offsetting transactions. Swap agreements may be illiquid. The swap market is
relatively new and is largely unregulated. Swap agreements are generally
considered "derivatives."

VARIABLE AND FLOATING RATE SECURITIES (AMT BALANCED, GOVERNMENT INCOME, LIMITED
MATURITY BOND AND LIQUID ASSET INVESTMENTS). Variable and floating rate
securities have interest rate adjustment formulas that help to stabilize their
market value. Many of these instruments carry a demand feature which permits a
Series to sell them during a determined time period at par value plus accrued
interest. The demand feature is often backed by a credit instrument, such as a
letter of credit, or by a creditworthy insurer. A Series may rely on such
instrument or the creditworthiness of the insurer in purchasing a variable or
floating rate security. For purposes of determining its dollar-weighted average
maturity, AMT Liquid Asset Investments calculates the remaining maturity of
variable and floating rate instruments as provided in Rule 2a-7 under the 1940
Act.

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

MUNICIPAL OBLIGATIONS (AMT LIMITED MATURITY BOND AND BALANCED INVESTMENTS).
Municipal obligations are issued by or on behalf of states, the District of
Columbia, and U.S. territories and possessions and their political subdivisions,
agencies, and instrumentalities. The interest on municipal obligations is exempt
from federal income tax. Municipal obligations include "general obligation"
securities, which are backed by the full taxing power of a municipality, and
"revenue" securities, which are backed by the income from a specific project,
facility, or tax. Municipal obligations also include industrial development and
private activity bonds -- the interest on which may be a tax preference item for
purposes of the federal alternative minimum tax -- which are issued by or on
behalf of public authorities and are not backed by the credit of any
governmental or public authority. "Anticipation notes" are issued by
municipalities in expectation of future proceeds from the issuance of bonds, or
from taxes or other revenues, and are payable from those bond proceeds, taxes,
or revenues. Municipal obligations also include tax-exempt commercial paper,
which is issued by municipalities to help finance short-term capital or
operating requirements. Current efforts to restructure the federal budget and
the relationship between the federal government and state and local governments
may impact the financing of some issuers of municipal securities. Some states
and localities are experiencing substantial deficits and may find it difficult
for political or economic reasons to increase taxes. Efforts are underway that
may result in a "flat tax" or other restructuring of the federal income tax
system. These developments could reduce the value of all municipal securities,
or the securities of particular issuers.

RESTRICTED SECURITIES AND RULE 144A SECURITIES (ALL SERIES). Each Series may
invest in restricted securities and Rule 144A securities. AMT International
Investments may not purchase a security restricted as to resale if, as a result
thereof, more than 10% of the Series' total assets would be invested in
restricted securities. AMT Liquid Asset Investments may not purchase a security
restricted as to resale if, as a result thereof, more than 10% of the Series'
total assets would be invested in restricted securities that are illiquid.
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

- 52 -

<PAGE>

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 PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION

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

- 53 -

<PAGE>

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

APPENDIX A TO PROSPECTUS

TOTAL RETURN ANALYSIS USING CONSTANT
ASSET ALLOCATION S&P "500"/2 YR.
U.S. TREASURY NOTES

1960 - 1996

FIXED ASSET ALLOCATION COMPARISON TO 100%
S&P "500"/2 YR. TREASURY NOTES S&P "500" ALLOCATION
- --------------------------------------------------------------------------------

100/0 (100% S&P "500")
Return 11.09% 100.0%
Volatility 15.6% 100.0%
70/30
Return 10.06% 90.68%
Volatility 11.3% 72.8%
60/40
Return 9.68% 87.25%
Volatility 9.9% 63.3%
50/50
Return 9.27% 83.56%
Volatility 8.5% 54.6%
0/100
Return 6.95% 62.63%
Volatility 4.1% 26.6%

A-1

<PAGE>

BALANCED PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST
Prospectus
May 1, 1997

<PAGE>

Neuberger&Berman

ADVISERS MANAGEMENT TRUST

Balanced Portfolio

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

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

THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE BALANCED
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 Balanced Investments,
the Balanced Portfolio's corresponding Series, is managed by Neuberger&Berman
Management Incorporated ("N&B Management"). AMT Balanced Investments invests in
securities in accordance with an investment objective, policies, and limitations
identical to those of the Balanced Portfolio. The investment performance of the
Balanced Portfolio will directly correspond with the investment performance of
AMT Balanced 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 __.

Please read this Prospectus before investing in the Balanced Portfolio
and keep it for future reference. It contains information about the Balanced
Portfolio that a prospective investor should know before investing. A Statement
of Additional Information ("SAI") about the Portfolios and the Series, dated May
1, 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.

<PAGE>

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

Date of Prospectus: May 1, 1997

<PAGE>

TABLE OF CONTENTS PAGE

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

FINANCIAL HIGHLIGHTS........................................................ 3
Selected Per Share Data and Ratios................................. 3

INVESTMENT PROGRAM.......................................................... 7
AMT Balanced Investments .......................................... 7
Short-Term Trading; Portfolio Turnover............................. 9
Other Investments ................................................. 9
Ratings of Debt Securities......................................... 9
Borrowings ........................................................ 10
Duration .......................................................... 11

PERFORMANCE INFORMATION..................................................... 11

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS........................................... 12
The Portfolios .................................................... 12
The Series ........................................................ 13

SHARE PRICES AND NET ASSET VALUE............................................ 14

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS............................... 15
Dividends and Other Distributions ................................. 15
Tax Status ........................................................ 15

SPECIAL CONSIDERATIONS...................................................... 15

MANAGEMENT AND ADMINISTRATION............................................... 16
Trustees and Officers ............................................. 16
Investment Manager, Administrator, Sub-Adviser and Distributor .... 17
Expenses .......................................................... 18
Expense Limitation................................................. 19
Transfer and Dividend Paying Agent ................................ 19

DISTRIBUTION AND REDEMPTION OF TRUST SHARES................................. 20
Distribution and Redemption of Trust Shares ....................... 20
Distribution Plan ................................................. 20

SERVICES ................................................................... 21

DESCRIPTION OF INVESTMENTS.................................................. 21

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION......................................... 28

<PAGE>

APPENDIX A TO PROSPECTUS................................................... A-1

- ii -

<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
Balanced 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 Balanced 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 Objective Investments
Trust

BALANCED PORTFOLIO Long-term capital growth Common stocks and
and reasonable current short-to-intermediate term
income without undue risk debt securities, primarily
to principal investment grade
================================================================================

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 Balanced Investments, in foreign
securities, options and futures contracts, zero coupon bonds, and debt
securities rated below investment grade. AMT Balanced Investments may invest in
fixed income securities, the value of which is likely to decline in times of
rising interest rates and rise in times of falling interest rates. In general,
the longer the maturity of a fixed income security, the more pronounced is the
effect of a change in interest rates on the value of the security.

AMT Balanced Investments may invest up to 10% of the debt securities
portion of its investments, measured at the time of investment, in 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.

Management

N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Balanced
Investments. N&B Management also provides

- 1 -

<PAGE>

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 Balanced Investments (equity portion) is managed using a
growth-oriented investment approach. This approach seeks out stocks of companies
that are projected to grow at above-average rates and may appear poised for a
period of accelerated earnings.

The growth portfolio manager is willing to pay a higher share price in
the hope that the stock's earnings momentum will carry the stock's price higher.
As a stock's price increases based on strong earnings, the stock's original
price appears low in relation to the growth rate of its earnings. Sometimes this
happens when a particular company or industry is temporarily out of favor with
the market or under-researched. This strategy is called "growth at a reasonable
price."

In general, AMT Balanced Investments (equity portion) places a greater
emphasis on finding securities whose measures of fundamental value are low in
relation to the growth rate of their future earnings and cash flow, as projected
by the portfolio manager, and the Series is therefore willing to invest in
securities with prices that are somewhat higher multiples of earnings than
securities purchased by the other Series.

- 2 -

<PAGE>

FINANCIAL HIGHLIGHTS

Selected Per Share Data and Ratios

The financial information in the following table for the Balanced
Portfolio as of December 31, 1996 has been audited by its independent auditors.
You may obtain further information about AMT Balanced Investments and the
performance of the Balanced Portfolio at no cost in the Trust's annual report to
shareholders. The auditor's reports are incorporated in the SAI by reference to
the annual report. Please call 800-877-9700 for free a copy of the annual
report. Also, see "Performance Information" in this Prospectus.

- 3 -

<PAGE>

FINANCIAL HIGHLIGHTS

Neuberger&Berman Advisers Management Trust

Balanced Portfolio
- --------------------------------------------------------------------------------

Total From Investment Operations 1.09 3.38 (.50) .95
- --------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net investment income) (.41) (.28) (.23) (.20)
Distributions (from capital gains) (2.28) (.09) (.38) (.03)
------------------------------------------------------

Total Distributions (2.69) (.37) (.61) (.23)
- --------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $15.92 $17.52 $14.51 $15.62

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

Total Return(9) + 6.89% +23.76% -3.36% +6.45%
- --------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $173.2 $144.4 $179.3 $161.1
------------------------------------------------------

Portfolio Turnover Rate(8) - 21% 55% 114%
------------------------------------------------------

</TABLE>
- 4 -

<PAGE>
<TABLE>
<CAPTION>
Period from
February 28, 1989(3)
to
December 31, 1989
1992 1991 1990
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $14.16 $11.72 $11.64 $10.00
- ----------------------------------------------------------------------------------------------------------

Total From Investment Operations 1.12 2.63 .22 1.64
- ----------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net investment income) (.19) (.19) (.07) -
Distributions (from capital gains) (.19) - (.07) -
--------------------------------------------------------------

Total Distributions (.38) (.19) (.14) -
- ----------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $14.90 $14.16 $11.72 $11.64

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

Total Return(9) +8.06% +22.68% +1.95% +16.40%(5)
- ----------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in millions) $87.1 $28.3 $6.9 $0.6
--------------------------------------------------------------
Ratio of Expenses to
Average Net Assets(7) .95% 1.10% 1.35% 1.70%(6)
--------------------------------------------------------------
Ratio of Net Investment
Income to Average Net Assets(7) 2.33% 3.00% 4.00% 3.28%(6)
--------------------------------------------------------------

Portfolio Turnover Rate(8) 82% 69% 77% 58%
--------------------------------------------------------------
</TABLE>
NOTES:
1) The per share amounts which are shown have been computed based on the
average number of shares outstanding during each year.
2) The per share amounts and ratios which are shown reflect income and
expenses, including the Portfolio's proportionate share of the Series'
income and expenses.
3) February 28, 1989 is the date shares of the Balanced Portfolio were
first sold to the separate accounts pursuant to the public offering of
Trust shares.
4) The amounts shown at this caption for a share outstanding throughout
the year may not accord with the change in aggregate gains and losses
in securities for the year because of the timing of sales and
repurchases of Portfolio shares in relation to fluctuating market
values for the Portfolio.
5) Not annualized.
6) Annualized.
7) Since the commencement of operations, N&B Management voluntarily
assumed certain operating expenses of the Portfolio as described in
Note B of Notes to Financial Statements and in this Prospectus under
"Expense Limitation." Had N&B Management not undertaken such action,
the annualized ratios of expenses and net investment income to average
daily net assets would have been 2.78% and 2.20%, respectively, for the
period from February 28, 1989 to December 31, 1989. There was no
reduction of expenses for the years ended December 31, 1990 through and
including 1996.

8) The Portfolio transferred all of its investment securities into its
Series on April 28, 1995. After that date the Portfolio invested only
in its Series and that Series, rather than the Portfolio, engaged in
securities transactions. Therefore, after that date the Portfolio had
no portfolio turnover rate. The portfolio turnover rates for AMT
Balanced Investments from May 1, 1995 to December 31, 1995 and the year
ended December 31, 1996 were 55% and 87%, respectively.

- 5 -
<PAGE>
9) Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Portfolio during
each year, and assumes dividends and capital gain distributions, if
any, were reinvested. Results represent past performance and do not
guarantee future results. Total return figures would have been lower if
N&B Management had not reimbursed certain expenses. Investment returns
and principal may fluctuate and shares when redeemed may be worth more
or less than original cost. The total return information shown does not
reflect expenses that apply to the separate account or the related
insurance policies, and the inclusion of these charges would reduce the
total return figures for all years shown. Qualified Plans that are
direct shareholders of the Portfolio are not affected by insurance
charges.

- 6 -
<PAGE>

INVESTMENT PROGRAM

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

Investment policies and limitations of the Balanced 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 Balanced Investments' investment program are described in the SAI.

AMT Balanced Investments

N&B Management anticipates that the Series' investments will normally
be managed so that approximately 60% of the Series' total assets will be
invested in common and preferred stocks and the remaining assets will be
invested in investment grade debt securities. However, depending on N&B
Management's views regarding current market trends, the common stock portion of
the Series' investments may be adjusted downward to as low as 50% or upward to
as high as 70%. At least 25% of the Series' assets will be invested in fixed
income securities.

In the equity securities portion of its portfolio, AMT Balanced
Investments generally will invest in securities of small-, medium-, and
large-capitalization companies believed to have the maximum

- 7 -

<PAGE>

potential for long-term capital appreciation. It does not seek to invest in
securities that pay dividends or interest, and any such income is incidental.

In the debt securities portion of its investments, AMT Balanced
Investments will invest in a diversified portfolio primarily consisting of U.S.
Government and Agency securities and investment grade debt securities issued by
financial institutions, corporations, and others. "Investment grade" debt
securities are those receiving one of the four highest ratings from Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Rating Group ("S&P"), or
another nationally recognized statistical rating organization ("NRSRO").
Securities in which the Series may invest include mortgage-backed and
asset-backed securities, repurchase agreements with respect to U.S. Government
and Agency securities, and foreign investments. The Series may invest in fixed,
variable or inflation-indexed debt securities.

AMT Balanced Investments may invest up to 10% of the debt securities
portion of its investments, measured at the time of investment, in fixed-income
securities that are below investment grade, including comparable unrated
securities. Securities rated below investment grade as well as comparable
unrated securities are often considered to be speculative and usually entail
greater risk. The Series will invest in debt securities rated no lower than B by
Moody's or S&P or, if unrated by either of those entities, comparable unrated
securities. The Series may invest up to 5% of the debt securities portion of its
investments, measured at the time of investment, in municipal securities when
N&B Management believes such securities may outperform other available issues.
The Series may purchase and sell covered call and put options, interest-rate
futures contracts, and options on those futures contracts and may engage in
lending portfolio securities. The Series' dollar-weighted average portfolio
duration may range up to four years, although the Series may invest in
individual securities of any duration. The Series' dollar-weighted average
maturity may range up to five years. For more information on lower rated
securities, see "Ratings of Debt Securities" in this Prospectus, "Fixed Income
Securities" in the SAI, and Appendix A of the SAI.

- 8 -
<PAGE>

Short-Term Trading; Portfolio Turnover

While AMT Balanced 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.

The portfolio turnover rates for the Balanced Portfolio and its
corresponding Series, and for the predecessor of the Portfolio for the period
prior to May 1, 1995, for 1996 and earlier years are set forth under "Financial
Highlights" in this Prospectus. The portfolio turnover rates for the Series
after May 1, 1995 are set forth in the Trust's annual report to shareholders and
in the "Notes to Financial Highlights" in this Prospectus.

Other Investments

For temporary defensive purposes, AMT Balanced 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. Also, for
temporary defensive purposes, the Series may adopt shorter weighted average
duration than normal.

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.

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.

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 Balanced Investments may invest up to 10% of the debt securities
portion of its investments, measured at the time of investment, in debt
securities that are below investment grade, but rated no lower than B by Moody's
or S&P, or comparable unrated securities. For purposes of these limits, the
definition of investment grade shall be as described above under "Investment
Grade Debt Securities." Securities

- 9 -
<PAGE>

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.

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 Balanced 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 purchase portfolio securities if its
outstanding borrowings, including reverse repurchase agreements, exceed 5% of
its total assets. Dollar rolls are treated as reverse repurchase agreements for
purposes of this limitation.

Until recently, the State of California had imposed borrowing
limitations on registered variable insurance product funds. To comply with these
limitations, the Series, as a matter of operating policy, had undertaken that it
would not borrow more than 10% of its net asset value when borrowing for any
general purpose and would not borrow more than 25% of its net asset value when
borrowing as a temporary measure to facilitate redemptions. For these purposes,
net asset value is the market value of all investments or assets owned less
outstanding liabilities at the time that any new or additional borrowing is
undertaken. The Series currently intends to comply with this borrowing
restriction only so long as necessary to enable Life Companies to comply with
applicable California regulatory requirements.

- 10 -

<PAGE>

Duration

Duration is a measure of the sensitivity of debt securities to changes
in market interest rates, based on the entire cash flow associated with the
securities, including payments occurring before the final repayment of
principal. N&B Management utilizes duration as a tool in portfolio selection
instead of the more traditional measure known as "term to maturity" in portfolio
selection for the debt securities portion of AMT Balanced Investments. "Term to
maturity" measures only the time until a debt security provides its final
payment, taking no account of the pattern of the security's payments prior to
maturity. Duration incorporates a bond's yield, coupon interest payments, final
maturity and call features into one measure. Duration therefore provides a more
accurate measurement of a bond's likely price change in response to a given
change in market interest rates. The longer the duration, the greater the bond's
price movement will be as interest rates change. For any fixed income security
with interest payments accruing prior to the payment of principal, duration is
always less than maturity.

Futures, options, and options on futures have durations which are
generally related to the duration of the securities underlying them. Holding
long futures or call option positions will lengthen the Series' duration by
approximately the same amount as would holding an equivalent amount of the
underlying securities. Short futures or put options have durations roughly equal
to the negative duration of the securities that underlie these positions, and
have the effect of reducing portfolio duration by approximately the same amount
as would selling an equivalent amount of the underlying securities.

PERFORMANCE INFORMATION

Performance information for the 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 for the life of the Portfolio 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.

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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.

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS

The Portfolios

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

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or Portfolio property of any shareholder nevertheless held personally liable for
Trust or Portfolio obligations, respectively.

The Series

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SHARE PRICES AND NET ASSET VALUE

The Balanced 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.

The Series (debt securities portion) generally values its securities on
the basis of bid quotations from independent pricing services or principal
market makers, or, if quotations are not available, by a method that the
trustees of Managers Trust believe accurately reflects fair value. The Series
periodically verifies valuations provided by the pricing services. Short-term
securities with remaining maturities of less than 60 days may be valued at cost
which, when combined with interest earned, approximates market value.

The Series (equity portion) 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 values all other securities and assets, including restricted securities,
by a method that the trustees of Managers Trust believe accurately reflects fair
value.

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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.

The Portfolio offers its shares solely to separate accounts of the Life
Companies and to Qualified Plans. All dividends and other distributions are
distributed to the separate accounts and to the Qualified Plans 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.

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

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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.

AMT Balanced 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.

MANAGEMENT AND ADMINISTRATION

Trustees and Officers

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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 seven
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.

Thomas G. Wolfe and Mr. Giuliano are primarily responsible for the
day-to-day management of the debt securities portion of AMT Balanced
Investments. Mr. Wolfe has been primarily responsible for AMT Balanced
Investments (debt securities portion) since October 1995. Mr. Wolfe has been a
Senior Portfolio Manager in the Fixed Income Group since July 1993, Director of
Fixed Income Credit Research since July 1993, and a Vice President of N&B
Management since October 1995. From November 1987 to June 1993, he was Vice
President in the Corporate Finance Department of Standard & Poor's Rating Group.

Mark R. Goldstein and Susan Switzer are primarily responsible for the
day-to-day management of the equity securities portion of AMT Balanced
Investments. Mr. Goldstein is a Vice President of N&B Management and a principal
of Neuberger&Berman. He has had primary responsibility for AMT Balanced
Investments (equity portion) since March 1993. Previously he was a securities
analyst and portfolio manager with that firm. Susan Switzer has been an
Assistant Vice President of N&B Management since March 1995, and a portfolio
manager for Neuberger&Berman since January 1995. She has had primary
responsibility for AMT Balanced Investments (equity portion) since January 1995.
Ms. Switzer was a research analyst and assistant portfolio manager for another
money management firm from 1989 to 1994.

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<PAGE>

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 all 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.

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:

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Fees (as percentage of average daily net assets)

Management Administration
(Series) (Portfolio)

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

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

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, excluding
the compensation of N&B Management, taxes, interest, extraordinary expenses,
brokerage commissions and transaction costs, that exceed, in the aggregate, 1%
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 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.

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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 Portfolio 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.

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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 Programs"
herein, AMT Balanced 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 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 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.

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on a conventional bond. Any increase in principal value is taxable in the year
the increase occurs, even though holders do not receive cash representing the
increase until the security matures. Changes in market interest rates from
causes other than inflation will likely affect the market prices of
inflation-indexed securities in the same manner as conventional bonds. The U.S.
Treasury and other issuers have only recently begun issuing inflation-indexed
bonds. As such, there is little trading history of these securities, and there
can be no assurance that a liquid trading market in these instruments will
develop, although one is expected. Lack of a liquid market may impose the risk
of higher transaction costs and the possibility that the Series may be forced to
liquidate positions when it would not be advantageous to do so.

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 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 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

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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 undercut 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 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.

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.

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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 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 Series also may try to manage portfolio duration by entering into
interest-rate futures contracts traded on futures exchanges and purchasing and
writing options on futures contracts, and 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 its 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 primary risks in using put and call options, futures contracts, and
options on futures contracts, and forward contracts or options on 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 Hedging Instruments 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 these
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, options and
forward contracts are considered derivatives. Losses that may arise from certain
futures transactions 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

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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' NAV.

INDEXED SECURITIES. The Series may invest in indexed securities whose value is
linked to currencies, interest rates, commodities, indices, or other financial
indicators. Most indexed securities are short-to-intermediate term fixed-income
securities whose values at maturity or interest rates rise or fall according to
the change in one or more specified underlying instruments. The value of indexed
securities may increase or decrease if the underlying instrument appreciates,
and indexed securities may have return characteristics similar to direct
investments in the underlying instrument or to one or more options on the
underlying instrument. Indexed securities may be more volatile than the
underlying instrument itself.

REPURCHASE AGREEMENTS/SECURITIES LOANS. 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 AND DOLLAR ROLLS. 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. In a dollar roll, the Series
sells securities for delivery in the current month and simultaneously contracts
to repurchase substantially similar (same type and coupon) securities on a
specified future date from the same party. During the period before the
repurchase, the Series forgoes principal and interest payments on the
securities. The Series is compensated by the difference between the current
sales price and the forward price for the future purchase (often referred to as
the "drop"), as well as by the interest earned on the cash proceeds of the
initial sale. Reverse repurchase agreements and dollar rolls may increase
fluctuations in the Series' and its corresponding Portfolio's NAV and may be
viewed as a form of leverage. N&B Management monitors the creditworthiness of
parties to reverse repurchase agreements and dollar rolls.

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

- 25 -

<PAGE>

mortgage loans, including savings associations, mortgage bankers, commercial
banks, investment bankers, and special purpose entities. These private
mortgage-backed securities may be supported by U.S. Government Agency
mortgage-backed securities or some form of non-government credit enhancement.
Mortgage-backed securities may have either fixed or adjustable interest rates.
Tax or regulatory changes may adversely affect the mortgage securities market.
In addition, changes in the market's perception of the issuer may affect the
value of mortgage-backed securities. The rate of return on mortgage-backed
securities may be affected by prepayments of principal on the underlying loans,
which generally increase as interest rates decline; as a result, when interest
rates decline, holders of these securities normally do not benefit from
appreciation in market value to the same extent as holders of other non-callable
debt securities. N&B Management determines the effective life and duration of
mortgage-backed securities based on industry practice and current market
conditions. If N&B Management's determination is not borne out in practice, it
could positively or negatively affect the value of the Series when market
interest rates change. Increasing market interest rates generally extend the
effective maturities of mortgage-backed securities, increasing their sensitivity
to interest rate changes.

ASSET-BACKED SECURITIES. Asset-backed securities represent interests in, or are
secured by and payable from pools of assets, such as consumer loans, CARS(sm)
("Certificates for Automobile Receivables"), credit card receivable securities,
and installment loan contracts. Although these securities may be supported by
letters of credit or other credit enhancements, payment of interest and
principal ultimately depends upon individuals paying the underlying loans. The
risk that recovery on repossessed collateral might be unavailable, or inadequate
to support payments on asset-backed securities is greater than in the case of
mortgage-backed securities.

The Series may invest in trust preferred securities, which are a type
of asset-backed security. Trust preferred securities represent interests in a
trust formed by a parent company to finance its operations. The trust sells
preferred shares and invests the proceeds in debt securities of the parent. This
debt may be subordinated and unsecured. Income payments on the trust preferred
securities match the interest payments on the debt securities; if no interest is
paid on the debt securities, the trust will not make current payments on its
preferred securities. Unlike typical asset-backed securities, which have many
underlying payors and are usually overcollateralized, trust preferred securities
have only one underlying payor and are not overcollateralized. Issuers of trust
preferred securities and their parents currently enjoy favorable tax treatment.
If the tax characterization of trust preferred securities were to change, they
could be redeemed by the issuers, which could result in a loss to the Series.

OTHER INVESTMENTS. Although the Series ordinarily invests a substantial portion
of its assets 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, 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 SELLING. The Series may attempt to limit exposure to a possible market
decline in the value of portfolio securities through short sales of securities
which N&B Management believes possess volatility characteristics similar to
those being hedged and may use short sales in an attempt to realize gain. To
effect a short sale, the Series will borrow a security from a brokerage firm to
make delivery to the buyer. The Series then is obligated to replace the security
borrowed by purchasing it at the

- 26 -

<PAGE>

market price at the time of replacement. Until the security is replaced, the
Series is required to pay to the lender any dividends and may be required to pay
a premium or interest.

The Series will realize a gain if the security declines in price
between the date of the short sale and the date on which the Series replaces the
borrowed security. The Series will incur a loss if the price of the security
increases between those dates. The amount of any gain will be decreased, and the
amount of any loss increased, by the amount of any premium or interest the
Series may be required to pay in connection with a short sale. The successful
use of short selling may be adversely affected by imperfect correlation between
movements in the price of the security sold short and the securities being
hedged.

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.

VARIABLE AND FLOATING RATE SECURITIES. Variable and floating rate securities
have interest rate adjustment formulas that help to stabilize their market
value. Many of these instruments carry a demand feature which permits the Series
to sell them during a determined time period at par value plus accrued interest.
The demand feature is often backed by a credit instrument, such as a letter of
credit, or by a creditworthy insurer. The Series may rely on such instrument or
the creditworthiness of the insurer in purchasing a variable or floating rate
security.

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.

MUNICIPAL OBLIGATIONS. Municipal obligations are issued by or on behalf of
states, the District of Columbia, and U.S. territories and possessions and their
political subdivisions, agencies, and instrumentalities. The interest on
municipal obligations is exempt from federal income tax. Municipal obligations
include "general obligation" securities, which are backed by the full taxing
power of a municipality, and "revenue" securities, which are backed by the
income from a specific project, facility, or tax. Municipal obligations also
include industrial development and private activity bonds -- the interest on
which may be a tax preference item for purposes of the federal alternative
minimum tax - which are issued by or on behalf of public authorities and are not
backed by the credit of any governmental or public authority. "Anticipation
notes" are issued by municipalities in expectation of future proceeds from the
issuance of bonds, or from taxes or other revenues, and are payable from those
bond proceeds, taxes, or revenues. Municipal obligations also include tax-exempt
commercial paper, which is issued by municipalities to help finance short-term
capital or operating requirements. Current efforts to restructure the federal
budget and the relationship between the federal government and state and local
governments may impact the financing of some issuers of municipal securities.
Some states and localities are experiencing substantial deficits and may find it
difficult for political or economic reasons to increase taxes. Efforts are
underway that may result in a "flat tax" or other restructuring of the federal
income tax system. These developments could reduce the value of all municipal
securities, or the securities of particular issuers.

- 27 -

<PAGE>

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 PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION

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

- 28 -

<PAGE>

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

APPENDIX A TO PROSPECTUS

TOTAL RETURN ANALYSIS USING CONSTANT
ASSET ALLOCATION S&P "500"/2 YR.
U.S. TREASURY NOTES

1960 - 1996

FIXED ASSET ALLOCATION COMPARISON TO 100%
S&P "500"/2 YR. TREASURY NOTES S&P "500" ALLOCATION
- ------------------------------------------------------------

A-1

<PAGE>

BALANCED PORTFOLIO
(for Qualified Plans)
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST
Prospectus
May 1, 1997

<PAGE>

Neuberger&Berman

ADVISERS MANAGEMENT TRUST

Balanced Portfolio

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

THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE BALANCED
PORTFOLIO ONLY. THIS PROSPECTUS IS USED IN CONJUNCTION WITH THE SALE OF SHARES
OF THE BALANCED PORTFOLIO TO QUALIFIED PLANS.

Each Portfolio invests all of its net investable assets in its
corresponding series (each a "Series") of Advisers Managers Trust ("Managers
Trust"), an open-end management investment company. AMT Balanced Investments,
the Balanced Portfolio's corresponding Series, is managed by Neuberger&Berman
Management Incorporated ("N&B Management"). AMT Balanced Investments invests in
securities in accordance with an investment objective, policies, and limitations
identical to those of the Balanced Portfolio. The investment performance of the
Balanced Portfolio will directly correspond with the investment performance of
AMT Balanced 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 __.

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.

<PAGE>

Date of Prospectus: May 1, 1997

<PAGE>

TABLE OF CONTENTS PAGE

EXPENSE INFORMATION......................................................... 3

FINANCIAL HIGHLIGHTS........................................................ 5
Selected Per Share Data and Ratios................................. 5

INVESTMENT PROGRAM.......................................................... 9
AMT Balanced Investments .......................................... 9
Short-Term Trading; Portfolio Turnover............................. 10
Other Investments ................................................. 11
Ratings of Debt Securities......................................... 11
Borrowings ........................................................ 12
Duration .......................................................... 13

PERFORMANCE INFORMATION..................................................... 13

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS........................................... 14
The Portfolios .................................................... 14
The Series ........................................................ 15

SHARE PRICES AND NET ASSET VALUE............................................ 16

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS............................... 17
Dividends and Other Distributions ................................. 17
Tax Status ........................................................ 17

SPECIAL CONSIDERATIONS...................................................... 17

MANAGEMENT AND ADMINISTRATION............................................... 18
Trustees and Officers ............................................. 18
Investment Manager, Administrator, Sub-Adviser and Distributor .... 19
Expenses .......................................................... 20
Expense Limitation................................................. 21
Transfer and Dividend Paying Agent ................................ 21

DISTRIBUTION AND REDEMPTION OF TRUST SHARES................................. 21
Distribution and Redemption of Trust Shares ....................... 21
Distribution Plan ................................................. 22

SERVICES ................................................................... 22

DESCRIPTION OF INVESTMENTS.................................................. 22

<PAGE>

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION......................................... 29

APPENDIX A .................................................................A-1

APPENDIX B..................................................................B-1
HOW TO BUY SHARES..................................................B-2
HOW TO SELL SHARES.................................................B-4
ADDITIONAL INFORMATION ON TELEPHONE TRANSACTIONS...................B-6
SHAREHOLDER SERVICES ..............................................B-6

- ii -
<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
Balanced 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 __.

Neuberger&Berman Investment Principal Series
Advisers Management Objective Investments
Trust

BALANCED PORTFOLIO Long-term capital growth and Common stocks and
reasonable current income short-to-intermediate
without undue risk to principal term debt securities,
primarily investment
grade
================================================================================

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 Balanced Investments, in foreign
securities, options and futures contracts, zero coupon bonds, and debt
securities rated below investment grade. AMT Balanced Investments may invest in
fixed income securities, the value of which is likely to decline in times of
rising interest rates and rise in times of falling interest rates. In general,
the longer the maturity of a fixed income security, the more pronounced is the
effect of a change in interest rates on the value of the security.

Management

N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Balanced
Investments. N&B Management also provides

- 1 -
<PAGE>

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

The growth portfolio manager is willing to pay a higher share price in
the hope that the stock's earnings momentum will carry the stock's price higher.
As a stock's price increases based on strong earnings, the stock's original
price appears low in relation to the growth rate of its earnings. Sometimes this
happens when a particular company or industry is temporarily out of favor with
the market or under-researched. This strategy is called "growth at a reasonable
price."

- 2 -
<PAGE>

EXPENSE INFORMATION

This section gives you certain information about the expenses of the
Balanced Portfolio and its corresponding Series. See "Performance Information"
in this Prospectus for important facts about the investment performance of the
Balanced Portfolio, after taking expenses into account.

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

Shareholder Transaction
Expenses
==================================================

As shown by this table, the Portfolio imposes no transaction charges
when you buy or sell Portfolio shares.

Balanced Portfolio

Sales Charge Imposed on Purchases NONE
Sales Charge Imposed On Reinvested Dividends NONE
Deferred Sales Charges NONE
Redemption Fees NONE
Exchange Fees NONE

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

Annual Portfolio Operating Expenses
(as percentage of average daily net assets)
=======================================================

- 3 -
<PAGE>

Management and 12b-1 Other Total Operating
Administration Fees Fees Expenses Expenses
================================================================================

Balanced Portfolio 0.85% None 0.24% 1.09%
================================================================================

The trustees of the Trust believe that the aggregate per share expenses
of the Balanced Portfolio and AMT Balanced Investments will be approximately
equal to the expenses the Portfolio would incur if its assets were invested
directly in the types of securities being held by AMT Balanced Investments. The
trustees of the Trust also believe that investment in AMT Balanced Investments
by investors in addition to the Balanced Portfolio may enable AMT Balanced
Investments to achieve economies of scale which could reduce expenses. The
expenses and, accordingly, the returns of other funds that may invest in AMT
Balanced Investments, may differ from those of the Balanced Portfolio.

1 Year 3 Years 5 Years 10 Years
================================================================================

Balanced Portfolio $11 $35 $60 $133
================================================================================

- 4 -
<PAGE>

FINANCIAL HIGHLIGHTS

Selected Per Share Data and Ratios

- 5 -

<PAGE>

FINANCIAL HIGHLIGHTS

Neuberger&Berman Advisers Management Trust

Balanced Portfolio
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding
throughout each year and other performance information derived from the
Financial Statements. It should be read in conjunction with its corresponding
Series' Financial Statements and notes thereto.(1)
<TABLE>
<CAPTION>
Year Ended December 31,
1996(2) 1995(2) 1994 1993
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $17.52 $14.51 $15.62 $14.90
- --------------------------------------------------------------------------------------------------

Total From Investment Operations 1.09 3.38 (.50) .95
- --------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net investment income) (.41) (.28) (.23) (.20)
Distributions (from capital gains) (2.28) (.09) (.38) (.03)
------------------------------------------------------

Total Distributions (2.69) (.37) (.61) (.23)
- --------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $15.92 $17.52 $14.51 $15.62

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

Total Return(9) + 6.89% +23.76% -3.36% +6.45%
- --------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $173.2 $144.4 $179.3 $161.1
------------------------------------------------------

Portfolio Turnover Rate(8) - 21% 55% 114%
------------------------------------------------------

</TABLE>
- 6 -
<PAGE>
<TABLE>
<CAPTION>
Period from
February 28, 1989(3)
to
December 31, 1989
1992 1991 1990
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $14.16 $11.72 $11.64 $10.00
- ----------------------------------------------------------------------------------------------------------

Total From Investment Operations 1.12 2.63 .22 1.64
- ----------------------------------------------------------------------------------------------------------

Less Distributions
Dividends (from net investment income) (.19) (.19) (.07) -
Distributions (from capital gains) (.19) - (.07) -
--------------------------------------------------------------

Total Distributions (.38) (.19) (.14) -
- ----------------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $14.90 $14.16 $11.72 $11.64

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

Total Return(9) +8.06% +22.68% +1.95% +16.40%(5)
- ----------------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
Net Assets, End of Year (in millions) $87.1 $28.3 $6.9 $0.6
--------------------------------------------------------------

Portfolio Turnover Rate(8) 82% 69% 77% 58%
--------------------------------------------------------------
</TABLE>

- 7 -

<PAGE>

- 8 -
<PAGE>

INVESTMENT PROGRAM

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

AMT Balanced Investments

N&B Management anticipates that the Series' investments will normally
be managed so that approximately 60% of the Series' total assets will be
invested in common and preferred stocks and the remaining assets will be
invested in investment grade debt securities. However, depending on N&B
Management's views regarding current market trends, the common stock portion of
the Series' investments may be adjusted downward to as low as 50% or upward to
as high as 70%. At least 25% of the Series' assets will be invested in fixed
income securities.

In the equity securities portion of its portfolio, AMT Balanced
Investments generally will invest in securities of small-, medium-, and
large-capitalization companies believed to have the maximum

- 9 -
<PAGE>
potential for long-term capital appreciation. It does not seek to invest in
securities that pay dividends or interest, and any such income is incidental.

Short-Term Trading; Portfolio Turnover

- 10 -
<PAGE>

Other Investments

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.

- 11 -
<PAGE>

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.

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

- 12 -
<PAGE>

Duration

Duration is a measure of the sensitivity of debt securities to changes
in market interest rates, based on the entire cash flow associated with the
securities, including payments occurring before the final repayment of
principal. N&B Management utilizes duration as a tool in portfolio selection
instead of the more traditional measure known as "term to maturity" in portfolio
selection for the debt securities portion of AMT Balanced Investments. "Term to
maturity" measures only the time until a debt security provides its final
payment, taking no account of the pattern of the security's payments prior to
maturity. Duration incorporates a bond's yield, coupon interest payments, final
maturity and call features into one measure. Duration therefore provides a more
accurate measurement of a bond's likely price change in response to a given
change in market interest rates. The longer the duration, the greater the bond's
price movement will be as interest rates change. For any fixed income security
with interest payments accruing prior to the payment of principal, duration is
always less than maturity.

Futures, options, and options on futures have durations which are
generally related to the duration of the securities underlying them. Holding
long futures or call option positions will lengthen the Series' duration by
approximately the same amount as would holding an equivalent amount of the
underlying securities. Short futures or put options have durations roughly equal
to the negative duration of the securities that underlie these positions, and
have the effect of reducing portfolio duration by approximately the same amount
as would selling an equivalent amount of the underlying securities.

PERFORMANCE INFORMATION

- 13 -
<PAGE>

performance is presented in the Trust's annual report to shareholders, which is
available without charge by calling 800-366-6264.

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS

The Portfolios

- 14 -
<PAGE>

The Series

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.

SHARE PRICES AND NET ASSET VALUE

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.

- 16 -
<PAGE>

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

Dividends and Other Distributions

Tax Status

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

- 17 -
<PAGE>

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.

MANAGEMENT AND ADMINISTRATION

Trustees and Officers

- 18 -
<PAGE>

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 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

- 19 -
<PAGE>

or any statements or representations made by the Life Companies or by brokers or
salespersons in connection with Variable Contracts.

Expenses

Fees (as percentage of average daily net assets)

Management Administration
(Series) (Portfolio)

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

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

- 20 -
<PAGE>

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

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, care of Boston Service Center, P.O. Box 8403, Boston, MA 02266-8403.
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

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.

- 21 -
<PAGE>

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

DESCRIPTION OF INVESTMENTS

- 22 -
<PAGE>

INFLATION-INDEXED SECURITIES. The Series may invest in U.S. Treasury securities
and securities of other issuers whose principal value is adjusted daily in
accordance with changes to the Consumer Price Index. Interest is calculated on
the basis of the current adjusted principal value. The prices of
inflation-indexed securities decline in periods of deflation, but holders at
maturity receive no less than par. If inflation is lower than expected over the
life of the security, the Series may earn less on it than on a conventional
bond. Any increase in principal value is taxable in the year the increase
occurs, even though holders do not receive cash representing the increase until
the security matures. Changes in market interest rates from causes other than
inflation will likely affect the market prices of inflation-indexed securities
in the same manner as conventional bonds. The U.S. Treasury and other issuers
have only recently begun issuing inflation-indexed bonds. As such, there is
little trading history of these securities, and there can be no assurance that a
liquid trading market in these instruments will develop, although one is
expected. Lack of a liquid market may impose the risk of higher transaction
costs and the possibility that the Series may be forced to liquidate positions
when it would not be advantageous to do so.

- 23 -
<PAGE>

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 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.

- 24 -
<PAGE>

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.

- 25 -
<PAGE>

The primary risks in using put and call options, futures contracts, and
options on futures contracts, and forward contracts or options on 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 Hedging Instruments 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 these
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, options and
forward contracts are considered derivatives. Losses that may arise from certain
futures transactions are potentially unlimited.

- 26 -
<PAGE>

fixed income or equity securities in a segregated account to cover its
obligations under reverse repurchase agreements. In a dollar roll, the Series
sells securities for delivery in the current month and simultaneously contracts
to repurchase substantially similar (same type and coupon) securities on a
specified future date from the same party. During the period before the
repurchase, the Series forgoes principal and interest payments on the
securities. The Series is compensated by the difference between the current
sales price and the forward price for the future purchase (often referred to as
the "drop"), as well as by the interest earned on the cash proceeds of the
initial sale. Reverse repurchase agreements and dollar rolls may increase
fluctuations in the Series' and its corresponding Portfolio's NAV and may be
viewed as a form of leverage. N&B Management monitors the creditworthiness of
parties to reverse repurchase agreements and dollar rolls.

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities represent interests in,
or are secured by and payable from, pools of mortgage loans, including
collateralized mortgage obligations. These securities may be U.S. Government
Agency mortgage-backed securities, which are issued or guaranteed by a U.S.
Government Agency or instrumentality (though not necessarily backed by the full
faith and credit of the United States), such as GNMA, FNMA and FHLMC
certificates. Other mortgage-backed securities are issued by private issuers,
generally originators of and investors in mortgage loans, including savings
associations, mortgage bankers, commercial banks, investment bankers, and
special purpose entities. These private mortgage-backed securities may be
supported by U.S. Government Agency mortgage-backed securities or some form of
non-government credit enhancement. Mortgage-backed securities may have either
fixed or adjustable interest rates. Tax or regulatory changes may adversely
affect the mortgage securities market. In addition, changes in the market's
perception of the issuer may affect the value of mortgage-backed securities. The
rate of return on mortgage-backed securities may be affected by prepayments of
principal on the underlying loans, which generally increase as interest rates
decline; as a result, when interest rates decline, holders of these securities
normally do not benefit from appreciation in market value to the same extent as
holders of other non-callable debt securities. N&B Management determines the
effective life and duration of mortgage-backed securities based on industry
practice and current market conditions. If N&B Management's determination is not
borne out in practice, it could positively or negatively affect the value of the
Series when market interest rates change. Increasing market interest rates
generally extend the effective maturities of mortgage-backed securities,
increasing their sensitivity to interest rate changes.

The Series may invest in trust preferred securities, which are a type
of asset-backed security. Trust preferred securities represent interests in a
trust formed by a parent company to finance its

- 27 -

<PAGE>

operations. The trust sells preferred shares and invests the proceeds in debt
securities of the parent. This debt may be subordinated and unsecured. Income
payments on the trust preferred securities match the interest payments on the
debt securities; if no interest is paid on the debt securities, the trust will
not make current payments on its preferred securities. Unlike typical
asset-backed securities, which have many underlying payors and are usually
overcollateralized, trust preferred securities have only one underlying payor
and are not overcollateralized. Issuers of trust preferred securities and their
parents currently enjoy favorable tax treatment. If the tax characterization of
trust preferred securities were to change, they could be redeemed by the
issuers, which could result in a loss to the Series.

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

- 28 -
<PAGE>

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.

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION

- 29 -
<PAGE>

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

APPENDIX A TO PROSPECTUS

TOTAL RETURN ANALYSIS USING CONSTANT
ASSET ALLOCATION S&P "500"/2 YR.
U.S. TREASURY NOTES

1960 - 1996

FIXED ASSET ALLOCATION COMPARISON TO 100%
S&P "500"/2 YR. TREASURY NOTES S&P "500" ALLOCATION
- -----------------------------------------------------------

A-1

<PAGE>

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

APPENDIX B TO PROSPECTUS

BALANCED PORTFOLIO

THIS APPENDIX DESCRIBES CERTAIN PURCHASE, EXCHANGE AND REDEMPTION RIGHTS
WHICH ARE AVAILABLE SOLELY TO QUALIFIED PLANS THAT ARE SHAREHOLDERS OF
THE TRUST.

B-1

<PAGE>

HOW TO BUY SHARES

You can buy shares directly by mail, wire, or telephone, or through an exchange
of shares of another Neuberger&Berman Fund-SM-. Shares are purchased at the next
price calculated on a day the New York Stock Exchange ("NYSE") is open, after
your order is received and accepted. Prices for shares of all funds are usually
calculated as of 4 p.m. Eastern time.

Minimum investment requirements are shown below.

N&B Management, in its discretion, may waive the minimum investment
requirements.

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

By Mail

Send your check or money order payable to "Neuberger&Berman Funds" by mail to:

Neuberger&Berman Funds

Boston Service Center

P.O. Box 8403

Boston, MA 02266-8403

or by overnight courier, U.S. Express Mail, or registered or certified mail to:

Neuberger&Berman Funds

c/o State Street Bank and Trust Company

2 Heritage Drive

North Quincy, MA 02171

Be sure to specify the name of the Balanced Portfolio. If this is your first
purchase, please complete and sign an application for a new Portfolio account
and send it along with a check or money order for a minimum of $1,000. For
additional purchases, please send at least $100 for shares of a Portfolio.
Unless your check or money order is made payable on its face to Neuberger&Berman
Funds-SM-, it may not be accepted. Third party checks may not be accepted.

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

B-2

<PAGE>

By Wire

Call 800-877-9700 before you wire money to buy shares. Your wire goes to State
Street Bank and Trust Company ("State Street") and must include your name, the
name of the Portfolio you want to buy and your account number. The minimum for a
first purchase and for each additional purchase of shares of the Portfolio by
wire is $1,000.

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

By Telephone

Call 800-877-9700 to buy shares of the Portfolio. The minimum for a first
purchase and for each additional purchase of shares of the Portfolio by
telephone is $1,000. Your order may be canceled if your payment is not received
by the third business day after your order is placed. In that case you could be
liable for any resulting losses or fees the Portfolio or its agents have
incurred. To recover those losses or fees, the Portfolio has the right to redeem
shares from your account. To meet the three day deadline, you can wire payment,
send a check through overnight mail, or call 800-877-9700 for information on how
to make electronic transfers through your bank. Please refer to "Additional
Information on Telephone Transactions."

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

By Exchanging Shares

Call 800-877-9700 for instructions on how to invest by exchanging shares of
another Neuberger&Berman Fund-SM- for shares of the Portfolio. To buy the
Portfolio shares by an exchange, both fund accounts must be registered in the
same name, address, and taxpayer ID number. The minimum for a first purchase and
for each additional purchase of shares of the Portfolio by an exchange is $1,000
worth of shares of the other fund. For more details, see "Shareholder Services
Exchange Privilege."

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

Other Information

o You must pay for your shares in U.S. dollars by check or money order
(drawn on a U.S. bank), or by bank or federal funds wire transfer or by
electronic bank transfer; cash cannot be accepted.

o The Portfolio has the right to suspend the offering of its shares for a
period of time. The Portfolio also has the right to accept or reject a
purchase order in its sole discretion, including certain purchase
orders using the exchange privilege. See "Shareholder Services -
Exchange Privilege."

B-3

<PAGE>

o If you paid by check and your check does not clear, or if you ordered
shares by telephone and fail to pay for them, your purchase will be
canceled and you could be liable for any resulting losses or fees the
Portfolio or its agents have incurred. To recover those losses or fees,
the Portfolio has the right to bill you or to redeem shares from your
account.

o When you sign your application for a new Portfolio account, you are
certifying that your Social Security or other taxpayer ID number is
correct and whether you are not subject to backup withholding. If you
violate certain federal income tax provisions, the Internal Revenue
Service can require the Portfolio to withhold 31% of your distributions
and redemptions.

o The Portfolio will not issue a certificate for your shares.

HOW TO SELL SHARES

You can sell (redeem) all or some of your shares at any time by mail,
facsimile, or telephone. You can also sell shares by exchanging them for shares
of other Neuberger&Berman Funds-SM-; see "Shareholder Services - Exchange
Privilege" for details.

Shares are sold at the next price calculated on a day the NYSE is open, after
your sales order is received and accepted. Prices for shares are usually
calculated as of 4 p.m. Eastern time.

Unless otherwise instructed, the Portfolio will mail a check for your sales
proceeds, payable to the owner(s) shown on your account ("record owner"), to the
address shown on your account ("record address"). You may designate in your
Balanced Portfolio application a bank account to which, at your request, State
Street will transfer your shares electronically (at no charge to you) or will
wire your sales proceeds of $1,000 or more. State Street currently charges a fee
of $8.00 for each wire. However, if you have one or more accounts in the
Neuberger&Berman Funds-SM- aggregating $250,000 or more in value, you will not
be charged for wire redemptions; your $8.00 fee will be paid by N&B Management.

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

By Mail or Facsimile Transmission (Fax)

Write a redemption request letter with your name and account number, the
Portfolio's name, and the dollar amount or number of shares of the Portfolio you
want to sell, together with any other instructions, and send it by mail to:

Neuberger&Berman Funds

Boston Service Center

P.O. Box 8403

Boston, MA 02266-8403

or by overnight courier, U.S. Express Mail, or registered or certified mail to:

B-4

<PAGE>

Neuberger&Berman Funds

c/o State Street Bank and Trust Company

2 Heritage Drive

North Quincy, MA 02171

or by facsimile, to redeem up to $50,000 worth of shares, to 212-476-8848. Be
sure to have all owners sign the request exactly as their names appear on the
account. If you have changed the record address by telephone or facsimile,
shares may not be redeemed by facsimile for 15 days after receipt of the address
change. Please call 800-877-9700 to confirm receipt and acceptance of your order
submitted by facsimile.

To protect you and the Portfolio against fraud, your signature on a redemption
request must have a signature guarantee if (1) you want to sell more than
$50,000 worth of shares, or (2) you want the redemption check to be made out to
someone other than the record owner, or (3) you want the check to be mailed
somewhere other than to the record address, or (4) you want the proceeds to be
wired or transferred electronically to a bank account not named in your
application or in your prior written instruction with a signature guarantee. You
can obtain a signature guarantee from most banks, stockbrokers and dealers,
credit unions, and other financial institutions, but not from a notary public.
A redemption request that requires a signature guarantee should be sent by
mail.

For a redemption request sent by facsimile, limited to not more than $50,000,
the redemption check may only be made out to the record owner and mailed to the
record address or the proceeds wired to a bank account named in your application
or in a written instruction from the record owner with a signature guarantee.

Please call 800-877-9700 for more specific information about the
signature guarantee requirement.

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

By Telephone

You cannot sell Portfolio shares in a retirement account by telephone.

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

Other Information

o Usually, redemption proceeds will be mailed to you on the next business
day, but in any case within three calendar days (under unusual
circumstances the Portfolio may take longer, as permitted by law). You
may also call 800-877-9700 for information on how to make and receive
electronic transfers through your bank.

B-5

<PAGE>

o The Portfolio may delay paying for any redemption until it is
reasonably satisfied that the check used to buy shares has cleared,
which may take up to 15 days after the purchase date. So if you plan to
sell shares shortly after buying them, you may want to pay for the
purchase with a certified check or money order or by wire transfer.

o The Portfolio may suspend redemptions or postpone payments on days when
the NYSE is closed (besides weekends and holidays), when trading on the
NYSE is restricted, or as permitted by the Securities and Exchange
Commission.

o If, because you sold shares, your account balance with the Portfolio
falls below $1,000, the Portfolio has the right to close your account
after giving you at least 60 days' written notice to reestablish the
minimum balance. If you do not do so, the Portfolio may redeem your
remaining shares at their per share NAV on the date of redemption and
will send the redemption proceeds to you.

ADDITIONAL INFORMATION ON TELEPHONE TRANSACTIONS

The Portfolio at any time can limit the number of its shares you can buy by
telephone or can stop accepting telephone orders. You can sell or exchange
shares by telephone, unless you have declined these services in your application
or by written notice to N&B Management or State Street, with your signature
guaranteed. The Portfolio or its agent follows reasonable procedures - requiring
you to provide a form of personal identification when you telephone, recording
your telephone call, and sending you a written confirmation of each telephone
transaction designed to confirm that telephone instructions are genuine.
However, neither the Portfolio nor its agent is responsible for the authenticity
of telephone instructions or for any losses caused by fraudulent or unauthorized
telephone instructions if the Portfolio or its agent reasonably believed that
the instructions were genuine.

If you are unable to reach N&B Management by telephone (which might be the
case, for example, during periods of unusual market activity), consider sending
your transaction instructions by facsimile, overnight courier, or U.S. Express
Mail.

You can buy, sell or exchange shares using an automated telephone
service that is available 24 hours a day, every day, to investors using a
touch-tone phone. Further information regarding this service, including use of a
Personal Identification Number (PIN) and a menu of features, is available from
N&B Management by calling 800-877-9700.

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

SHAREHOLDER SERVICES

Exchange Privilege

To exchange your shares in the Portfolio for shares in another Neuberger&Berman
Fund-SM-, call 800-877-9700 between 8 a.m. and 4 p.m., Eastern time, on any
Monday through Friday (unless the NYSE is closed). You may also effect an
exchange by sending a letter to Neuberger&Berman Management Incorporated, 605
Third Avenue, 2nd Floor, New York, NY 10158-0180, Attention: [Name

B-6
<PAGE>

of fund], or by sending the letter by facsimile to 212-476-8848, giving your
name and account number, the name of the fund, the dollar amount or number of
shares you want to sell, and the name of the fund whose shares you want to buy.
Please call 800-877-9700 to confirm receipt and acceptance of your order
submitted by facsimile. You can use the telephone exchange privilege unless you
have declined it in your application or by later writing to N&B Management or
State Street. An exchange must be for at least $1,000 worth of shares, and if
the exchange is your first purchase in another Neuberger&Berman Fund, it must be
for at least the minimum initial investment amount for that fund. Shares are
exchanged at their next prices calculated on a day the NYSE is open, after your
exchange order is received and accepted.

Please note the following about the exchange privilege:

o You can exchange shares only between accounts registered in the same
name, address, and taxpayer ID number.

o An exchange order cannot be modified or canceled.

o You can exchange only into a fund whose shares are eligible for sale in
your state under applicable state securities laws.

o An exchange may have tax consequences for you.

o Because excessive trading (including short-term "market timing"
trading) can hurt a fund's performance, a fund may refuse any exchange
orders (1) if they appear to be market-timing transactions involving
significant portions of a fund's assets or (2) from any shareholder
account if the shareholder has been advised that previous use of the
exchange privilege was considered excessive. Accounts under common
ownership or control, including those with the same taxpayer ID number,
will be considered one account for this purpose.

o The Portfolio or any fund may impose other restrictions on the exchange
privilege, or modify or terminate the privilege, but will try to give
you advance notice whenever it can reasonably do so.

Please refer to "Additional Information on Telephone Transactions."

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

Electronic Bank Transfers

You may designate, either in your application or later by writing or by
submitting an appropriate form to State Street, a bank account through which
State Street will electronically transfer monies to you or from you at pre-set
intervals (such as under a Systematic Withdrawal Plan or automatic investing
plan or for payment of cash distributions) or upon your request. Please include
a voided check with your application. This service is not available for
retirement accounts.

State Street does not charge a fee for this service; however, you
should contact your bank to ensure that it is able to process electronic
transfers. Please call 800-877-9700 for more information. If you wish to
terminate this service, you must call at least 10 calendar days before the next
scheduled electronic transfer.

B-7

<PAGE>

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

Internet Access

N&B Management now maintains an Internet site on the World Wide Web at
http://www.nbfunds.com. Fund prices, information articles and interactive
worksheets, and the prospectuses of certain other Neuberger&Berman Funds can be
accessed.

B-8

<PAGE>

GOVERNMENT INCOME PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST
Prospectus
May 1, 1997

<PAGE>

Neuberger&Berman

ADVISERS MANAGEMENT TRUST

Government Income Portfolio

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

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 is also offered
directly to qualified pension and retirement plans ("Qualified Plans").

THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE GOVERNMENT
INCOME 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 Government Income
Investments, the Government Income Portfolio's corresponding series, is managed
by Neuberger&Berman Management Incorporated ("N&B Management"). AMT Government
Income Investments invests in securities in accordance with an investment
objective, policies, and limitations identical to those of the Government Income
Portfolio. The investment performance of the Government Income Portfolio will
directly correspond with the investment performance of AMT Government Income
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 __.

Please read this Prospectus before investing in the Government Income
Portfolio and keep it for future reference. It contains information about the
Government Income Portfolio that a prospective investor should know before
investing. A Statement of Additional Information ("SAI") about the Portfolios
and the Series, dated May 1, 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.

<PAGE>

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

Date of Prospectus: May 1, 1997

<PAGE>

TABLE OF CONTENTS PAGE

FINANCIAL HIGHLIGHTS........................................................ 3
Selected Per Share Data and Ratios................................. 3

INVESTMENT PROGRAM.......................................................... 6
AMT Government Income Investments.................................. 6
Short-Term Trading; Portfolio Turnover............................. 7
Other Investments ................................................. 7
Ratings of Debt Securities......................................... 7
Borrowings......................................................... 8
Duration .......................................................... 8

PERFORMANCE INFORMATION..................................................... 9

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS........................................... 9
The Portfolios .................................................... 9
The Series ........................................................ 10

SHARE PRICES AND NET ASSET VALUE............................................ 12

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS............................... 12
Dividends and Other Distributions ................................. 12
Tax Status ........................................................ 12

SPECIAL CONSIDERATIONS...................................................... 13

MANAGEMENT AND ADMINISTRATION............................................... 14
Trustees and Officers ............................................. 14
Investment Manager, Administrator, Sub-Adviser and Distributor .... 14
Expenses .......................................................... 15
Expense Limitation................................................. 16
Transfer and Dividend Paying Agent ................................ 16

DISTRIBUTION AND REDEMPTION OF TRUST SHARES................................. 17
Distribution and Redemption of Trust Shares ....................... 17
Distribution Plan ................................................. 17

SERVICES ................................................................... 18

DESCRIPTION OF INVESTMENTS.................................................. 18

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION......................................... 24

<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
Government Income 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 Government Income 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 Objective Investments
Trust

GOVERNMENT INCOME High level of current At least 65% in U.S.
PORTFOLIO income and total return, Government and Agency
consistant with safety securities, with an
of principal emphasis on U.S. Government
mortgage-backed securities;
at least 25% in mortgage-
backed and asset-backed
securities

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

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 Government Income Investments, in
foreign securities, options and futures contracts, zero coupon bonds and swap
agreements. AMT Government Income Investments invest in fixed income securities,
the value of which securities is likely to decline in times of rising interest
rates and rise in times of falling interest rates. In general, the longer the
maturity of a fixed income security, the more pronounced is the effect of a
change in interest rates on the value of the security.

AMT Government Income Investments invests at least 25% of its total
assets in mortgage-backed and asset-backed securities, may engage in lending
portfolio securities and other investment techniques, and may borrow for
leverage. The investment program of AMT Government Income Investments is
intended to protect principal by focusing on the credit quality of the issuers.
Principal may, however, be at risk due to market rate fluctuations. See
"Borrowings" in this Prospectus.

- 1 -

<PAGE>

Management

N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Government
Income 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.

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FINANCIAL HIGHLIGHTS

Selected Per Share Data and Ratios

The financial information in the following table for the Government
Income Portfolio as of December 31, 1996 has been audited by its independent
auditors. You may obtain further information about AMT Government Income
Investments and the performance of the Government Income Portfolio at no cost in
the Trust's annual report to shareholders. The auditor's reports are
incorporated in the SAI by reference to the annual report. Please call
800-877-9700 for free copies of the annual report. Also, see "Performance
Information" in this Prospectus.