U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Neuberger&Berman Advisers Management Trust
605 Third Avenue
New York, NY 10158
2. Name of each series or class of funds for which this notice
is filed:
Growth Portfolio Limited Maturity Bond Portfolio
Partners Portfolio Government Income Portfolio
Balanced Portfolio Liquid Asset Portfolio
3. Investment Company Act File Number: 811-4255
Securities Act File Number: 2-88566
4. Last day of fiscal year for which this notice is filed: 12-31-96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
NA [ ]
6. Date of termination of issuer's declaration under Rule 24f-
2(a)(1), if applicable (see Instruction A.6): NA
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the fiscal
year: None
8. Number and amount of securities registered during the fiscal
year other than pursuant to Rule 24f-2: None
9. Number and aggregate sale price of securities sold during
the fiscal year:(1)
Number: 2,932,573
Amount: $26,804,650
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10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:(1)
Number: 2,932,573
Amount: $26,804,650
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):(1)
Number: 754,073
Amount: $3,807,926
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on Rule 24f-2 (from Item
10): $26,804,650
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): 3,807,926
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
21,537,301
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to Rule 24e-2 (if applicable): -0-
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on Rule 24f-2
(line (i), plus line (ii), less line (iii), plus
line (iv)) (if applicable): 9,075,275
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): 1/3300
(vii) Fee due (line (i) or line (v) multiplied by line
(vi)): 2,750.09
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
(1) Neuberger&Berman Advisers Management Trust (the "Trust") hereby makes
definite the registration of 65,158,641 shares of the Trust under the Securities
Act of 1933, as amended. Pursuant to the position of the Staff of the Securities
and Exchange Commission ("SEC") as set forth in Neuberger&Berman Advisers
Management Trust (pub. avail. Feb. 9, 1996) and in instruction B.5. to Form
24F-2, the Trust calculates and pays registration fees pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, only on those shares
issued in the previous fiscal year to separate accounts, qualified plans, and
other entities that are not registered with, and do not pay registration fees
to, the SEC.
<PAGE>
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 2/21/97
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title):*
/s/ Michael J. Weiner
Senior Vice President
Date: February 21, 1997
* Please print the name and title of the signing officer below
the signature.
<PAGE>
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Suite 500
Washington, D.C. 20005
February 20, 1997
Board of Trustees
Neuberger&Berman Advisers Management Trust
605 Third Avenue
Second Floor
New York, New York 10158-0006
Dear Sirs and Madams:
As counsel for Neuberger&Berman Advisers Management Trust (the
"Trust"), we are familiar with the Trust's registration under the Investment
Company Act of 1940, as amended, and with the registration statement relating to
its shares of beneficial interest (the "Shares") under the Securities Act of
1933, as amended, (File No. 2-88566) (the "Registration Statement"). We have
also examined such other corporate records, agreements, documents and
instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion with respect to
the 65,158,641 Shares the registration of which is being made definite by the
Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940
("Notice") being filed by the Fund for its fiscal year ended December 31, 1996,
assuming such Shares were sold at the public offering price and delivered by the
Fund against receipt of the net asset value of the Shares in compliance with the
terms of the Registration Statement and the requirements of applicable law, that
such Shares were, when sold, duly and validly authorized, legally and validly
issued, and fully paid, and non-assessable by the Trust.
We consent to the filing of this opinion in connection with
the Notice on Form 24F-2 to be filed by the Fund with the Securities and
Exchange Commission for the Fund's fiscal year ended December 31, 1996.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
