NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST, 485BPOS, 1998-04-28

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
485BPOS, 1998-04-28

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As filed with the Securities and Exchange Commission on April 28, 1998
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. o
Post-Effective Amendment No. 26 x

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 26 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
1775 Eye Street, N.W.
Washington, D.C. 20006

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

[ ] Immediately upon filing pursuant [X] May 1, 1998 pursuant to paragraph (b)
to paragraph (b)

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

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

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

1 Registrant is a "master/feeder fund." This Post-Effective Amendment No. 26
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, Guardian
Portfolio, Growth Portfolio, International Portfolio, Limited Maturity Bond
Portfolio, Liquid Asset Portfolio, Mid-Cap Growth 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.......................... Inapplicable

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

5 A. 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

5 A. 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 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

5 A. 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 Guardian 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

5 A. 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

5 A. 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

VI. 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

5 A. 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

VII. Prospectus for Registrant's Liquid Asset 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

5 A. 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 Registrants Mid-Cap 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

5 A. 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,
Capitalization, and Other Matters

5. Management of the Fund........... Management and Administration

5 A. 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

X. Prospectus for Registrant's Limited Maturity Bond and 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,
Capitalization, and Other Matters

5. Management of the Fund........... Management and Administration

5 A. 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

XI. Joint Statement of Additional Information

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

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

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

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

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

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

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

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

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

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

19. Purchase, Redemption and Pricing
of Securities Being Offered...... Share Prices and Net Asset Value
(in Part A); Distribution
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> 1

NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

JOINT PROSPECTUS
MAY 1, 1998

NBAMT0010598
<PAGE> 2

Neuberger&Berman
ADVISERS MANAGEMENT TRUST
- --------------------------------------------------------------------------------

Neuberger&Berman ADVISERS MANAGEMENT TRUST (the "Trust") is intended to meet
differing investment objectives and currently is comprised of eight separate
Portfolios: Balanced Portfolio, Growth Portfolio, Guardian Portfolio,
International Portfolio, Limited Maturity Bond Portfolio, Liquid Asset
Portfolio, Mid-Cap Growth 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).

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

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(R)("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 DIRECTLY CORRESPONDS 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
STRUCTURE THAT YOU SHOULD CONSIDER, SEE "INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS" ON PAGE 30.

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, 1998, is
on file with the Securities and Exchange Commission ("SEC"). 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 this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

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

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

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

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 4
Management 5
The Neuberger&Berman Investment Approach 5

EXPENSE INFORMATION 7

FINANCIAL HIGHLIGHTS 9
Selected Per Share Data and Ratios 9
INVESTMENT PROGRAMS 19
AMT Balanced Investments 19
AMT Growth Investments 20
AMT Guardian Investments 20
AMT International Investments 20
AMT Limited Maturity Bond Investments 21
AMT Liquid Asset Investments 22
AMT Mid-Cap Growth Investments 22
AMT Partners Investments 23
Special Considerations of Small- and
Mid-Cap Company Stocks 24
Short-Term Trading; Portfolio Turnover 24
Other Investments 24
Ratings of Debt Securities 24
Borrowings 26
Duration 27

PERFORMANCE INFORMATION 28

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS 30
The Portfolios 30
The Series 30

SHARE PRICES AND NET ASSET VALUE 32

DIVIDENDS, OTHER DISTRIBUTIONS AND

TAX STATUS 33
Dividends and Other Distributions 33
Tax Status 33
SPECIAL CONSIDERATIONS 34

MANAGEMENT AND ADMINISTRATION 35
Trustees and Officers 35
Investment Manager, Administrator,
Sub-Adviser and Distributor 35
Expenses 37
Expense Limitation 38
Transfer and Dividend Paying Agent 38

DISTRIBUTION AND REDEMPTION OF TRUST
SHARES 39
Distribution and Redemption of Trust
Shares 39
Distribution Plan 39

SERVICES 40

DESCRIPTION OF INVESTMENTS 40

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION 48

APPENDIX A TO PROSPECTUS 49
</TABLE>

2
<PAGE> 4

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. This is sometimes called a master/feeder fund structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the Trust is currently the only investor in each Series,
investment in a Series by investors in addition to the Trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 30. For more details
about each Series, its investments and their risks, see "Investment Programs" on
page 19, "Ratings of Debt Securities" on page 24, "Borrowings" on page 26, and
"Description of Investments" on page 40.

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 its corresponding Series' investment objectives and policies,
which begin on page 19, 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.

3
<PAGE> 5

<TABLE>
<CAPTION>
NEUBERGER&BERMAN INVESTMENT PRINCIPAL SERIES
ADVISERS MANAGEMENT TRUST OBJECTIVE INVESTMENTS

- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
BALANCED PORTFOLIO Long-term capital growth and Equity securities of small,
reasonable current income medium and large
without undue risk to principal capitalization companies
and short to intermediate-term debt
securities, primarily investment
grade
GROWTH PORTFOLIO Capital appreciation, without Securities believed to have the
regard to income maximum potential for long-term
capital appreciation. Portfolio
managers seek stocks of companies
that are projected to grow at above-
average rates and that may appear
poised for a period of accelerated
earnings
GUARDIAN PORTFOLIO Capital appreciation and, Common stocks of long-established,
secondarily, current income high-quality companies
INTERNATIONAL PORTFOLIO Long-term capital appreciation Equity securities of issuers
organized and doing business
primarily outside the U.S.
LIMITED MATURITY BOND Highest current income Short to intermediate-term debt
PORTFOLIO consistent with low risk securities, primarily investment
to principal and liquidity; grade
and, secondarily, total return
LIQUID ASSET PORTFOLIO Highest current income High quality money market
consistent with safety instruments of government and
and liquidity non-government issuers
MID-CAP GROWTH PORTFOLIO Capital appreciation Under normal market conditions,
equity securities of medium-sized
companies
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 equity securities,
foreign securities, options and futures contracts, zero coupon bonds,
pay-in-kind bonds, swap agreements, and debt securities rated below investment
grade. For those Series investing in fixed income securities, the value of such
securities measured in the currencies in which they are denominated, 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. The value of debt securities is also affected by the
creditworthiness of the issuer.

4
<PAGE> 6

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 and Mid-Cap Growth
Investments may invest up to 10% of their net assets, measured at the time of
investment, in debt securities that are below investment grade but that are
rated at least B (C with respect to AMT Mid-Cap Growth Investments) or higher by
Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Rating Group
("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 that are
rated at least B or higher by Moody's or S&P 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" on page
24 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 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" on page 26 and "Description of Investments" on page 40.

- -------------------
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" on page 35.

- --------------------------------------------------------------
The Neuberger&Berman Investment Approach
- --------------------------------------------------------------------------------

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

5
<PAGE> 7

A value-oriented portfolio manager buys stocks that are selling for a price
that is lower than what the manager believes they are worth. These include
stocks that are currently under-researched or are temporarily out of favor on
Wall Street.
Portfolio managers identify value stocks in several ways. One of the most
common identifiers is a low price-to-earnings ratio -- that is, stocks selling
at multiples of earnings per share that are lower than that of the market as a
whole. Other criteria are high dividend yield, a strong balance sheet and
financial position, a recent company restructuring with the potential to realize
hidden values, strong management, and low price-to-book value (net value of the
company's assets). A value-oriented manager believes that, over time, securities
that are undervalued are more likely to appreciate in price and be subject to
less risk of price decline than securities whose market prices have already
reached their perceived economic values. This approach also contemplates selling
portfolio securities when N&B Management believes they have reached their
potential.
While a value approach concentrates on securities that are undervalued in
relation to their fundamental economic values, a growth approach seeks stocks of
companies that N&B Management projects will grow at above-average rates and
faster than others expect. While a growth portfolio manager may be willing to
pay a higher multiple of earnings per share than a value manager, the multiple
tends to be reasonable relative to the manager's expectation of the company's
earnings growth rate.

In general, AMT Partners Investments and AMT Guardian Investments adhere to
a value-oriented investment approach. AMT Growth Investments, AMT Balanced
Investments (equity portion) and AMT Mid-Cap Growth Investments adhere to a
growth-oriented investment approach, and these Series are therefore willing to
invest in securities with prices that have higher multiples of earnings than
securities purchased by Series that adhere to a value-oriented approach, but
generally buy companies that are projected by N&B Management to have higher
earnings growth rates.

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

6
<PAGE> 8

EXPENSE INFORMATION

This section gives you certain information about the expenses of the
Balanced Portfolio and its corresponding Series only. See "Performance
Information" on page 28 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.

<TABLE>
<CAPTION>
BALANCED PORTFOLIO
- ----------------------------------------------------------------------------------
<S> <C>
Sales Charge Imposed on Purchases NONE
Sales Charge Imposed On Reinvested Dividends NONE
Deferred Sales Charges NONE
Redemption Fees NONE
Exchange Fees NONE
</TABLE>

- -------------------------------------------------------
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 administration fees
incurred by the Balanced Portfolio and management fees incurred by AMT Balanced
Investments during the past fiscal year. For more information, see "Management
and Administration" on page 35 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 based on the Balanced Portfolio and AMT
Balanced Investments expenses for the past fiscal year. All expenses are
factored into the Portfolio's share prices and dividends and are not charged
directly to Portfolio shareholders.

<TABLE>
<CAPTION>
MANAGEMENT AND 12B-1 OTHER TOTAL OPERATING
ADMINISTRATION FEES FEES EXPENSES EXPENSES
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCED PORTFOLIO 0.85% None 0.19% 1.04%
</TABLE>

As set forth under "Management and Administration -- Expense Limitation" on
page 38, N&B Management has voluntarily undertaken to limit the expenses of the
Portfolios, including the Balanced Portfolio, by reimbursing

7
<PAGE> 9

each Portfolio for its Total Operating Expenses and its pro rata share of its
corresponding Series' Total Operating Expenses, if necessary.

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

Example
- --------------------------------------------------------------------------------
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:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS

- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCED PORTFOLIO $11 $33 $57 $127
</TABLE>

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.

8
<PAGE> 10

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, 1997, 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" on page 28. As of December 31,
1997, AMT International Investments and the International Portfolio had not
commenced investment operations.

9
<PAGE> 11

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>
Period from
February 28, 1989(3)
Year Ended December 31, to December 31,
1997(2) 1996(2) 1995(2) 1994 1993 1992 1991 1990 1989
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Year $15.92 $17.52 $14.51 $15.62 $14.90 $14.16 $11.72 $11.64 $10.00

- ---------------------------------------------------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income .36 .34 .32 .30 .34 .40 .47 .49 .30
Net Gains or Losses on
Securities (both
realized and
unrealized) 2.59 .75 3.06 (.80) .61 .72 2.16 (.27)(4) 1.34

- ---------------------------------------------------------------------------------------------------------------------------------
Total From
Investment
Operations 2.95 1.09 3.38 (.50) .95 1.12 2.63 .22 1.64

- ---------------------------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) (.30) (.41) (.28) (.23) (.20) (.19) (.19) (.07) --
Distributions (from net
capital gains) (.77) (2.28) (.09) (.38) (.03) (.19) -- (.07) --

- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions (1.07) (2.69) (.37) (.61) (.23) (.38) (.19) (.14) --

- ---------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of
Year $17.80 $15.92 $17.52 $14.51 $15.62 $14.90 $14.16 $11.72 $11.64

- ---------------------------------------------------------------------------------------------------------------------------------
Total Return(9) +19.45% +6.89% +23.76% -3.36% +6.45% +8.06% +22.68% +1.95% +16.40%(5)

- ---------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $161.9 $173.2 $144.4 $179.3 $161.1 $ 87.1 $28.3 $6.9 $0.6

- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of Gross Expenses
to Average Net
Assets(7) 1.04% 1.09% .99% -- -- -- -- -- --
Ratio of Net Expenses to
Average Net Assets(10) 1.04% 1.09% .99% .91% .90% .95% 1.10% 1.35% 1.70%(6)

- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment
Income to Average Net
Assets(10) 2.07% 1.84% 1.99% 1.91% 1.96% 2.33% 3.00% 4.00% 3.28%(6)

- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover
Rate(8) -- -- 21% 55% 114% 82% 69% 77% 58%

- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

10
<PAGE> 12

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)For fiscal periods ending after September 1, 1995, the Portfolio is required
to calculate an expense ratio without taking into consideration any expense
reductions related to expense offset arrangements.

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 or
paid any brokerage commissions. Portfolio turnover rates for AMT Balanced
Investments for the period from May 1, 1995 to December 31, 1995 and the
years ended December 31, 1996 and 1997 were 55%, 87% and 103%, respectively.
The average commission rates paid for the period from May 1, 1995 to December
31, 1995 and for the years ended December 31, 1996 and 1997 were $0.0451,
$0.0572 and $0.0388, respectively.

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
fiscal period and assumes dividends and other 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 charges and other expenses
that apply to the separate account or the related insurance policies, and the
inclusion of these charges and other expenses would reduce the total return
figures for all fiscal periods shown. Qualified Plans that are direct
shareholders of the Portfolio are not affected by insurance charges and
related expenses.

10)Since the commencement of operations, N&B Management voluntarily assumed
certain operating expenses of the Portfolio as described in this Prospectus
under "Expense Limitation." Had N&B Management not undertaken such action,
the annualized ratios of net expenses and net investment income to average
daily net assets would have been 2.78% and 2.20%, respectively, for the
period net from February 28, 1989 to December 31, 1989. There was no
reduction of expenses for the years ended December 31, 1990, through and
including 1997.

11
<PAGE> 13

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)

- --------------------------------------------------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income
(Loss) (.03) (.07) .01 .07 .13 .21 .31 .43 .43 .32
Net Gains or Losses on
Securities (both realized
and unrealized) 7.06 2.34 6.26 (1.11) 1.42 1.82 4.64 (2.04) 4.24 3.02

- --------------------------------------------------------------------------------------------------------------------------------
Total From Investment
Operations 7.03 2.27 6.27 (1.04) 1.55 2.03 4.95 (1.61) 4.67 3.34

- --------------------------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) -- (.01) (.05) (.12) (.17) (.23) (.30) (.29) (.27) --
Distributions (from net
capital gains) (2.27) (2.34) (.67) (2.81) (.37) -- -- (1.56) (.32) --

- --------------------------------------------------------------------------------------------------------------------------------
Total Distributions (2.27) (2.35) (.72) (2.93) (.54) (.23) (.30) (1.85) (.59) --

- --------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $30.54 $25.78 $25.86 $20.31 $24.28 $23.27 $21.47 $16.82 $20.28 $16.20

- --------------------------------------------------------------------------------------------------------------------------------
Total Return (3) +29.01% +9.14% +31.73% -4.99% +6.79% +9.54% +29.73% -8.19% +29.47% +25.97%

- --------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in
millions) $583.7 $566.4 $537.8 $369.3 $366.5 $304.8 $228.9 $118.8 $92.8 $48.7

- --------------------------------------------------------------------------------------------------------------------------------
Ratio of Gross Expenses to
Average Net Assets(4) .90% .92% .90% -- -- -- -- -- -- --
Ratio of Net Expenses to
Average Net Assets .90% .92% .90% .84% .81% .82% .86% .91% .97% .92%

- --------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment
Income (Loss) to Average
Net Assets (.11%) (.30%) .04% .26% .52% .92% 1.43% 2.12% 2.10% 2.12%

- --------------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate(5) -- -- 9% 46% 92% 63% 57% 76% 105% 95%

- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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
fiscal period and assumes dividends and other 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 charges and other expenses that apply to
the separate account or the related insurance policies, and the inclusion of
these charges and other expenses would reduce the total return figures for all
fiscal periods shown.

4)For fiscal periods ending after September 1, 1995, the Portfolio is required
to calculate an expense ratio without taking into consideration any expense
reductions related to expense offset arrangements.

12
<PAGE> 14

rate or paid any brokerage commissions. Portfolio turnover rates for AMT
Growth Investments for the period from May 1, 1995 to December 31, 1995 and
the years ended December 31, 1996 and 1997 were 35%, 57% and 113%,
respectively. The average commission rates paid for the period from May 1,
1995 to December 31, 1995 and for the years ended December 31, 1996 and 1997
were $0.0412, $0.0582 and $0.0386, respectively.

13
<PAGE> 15

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

- --------------------------
Guardian Portfolio
- --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding
throughout the period and other performance information derived from the
Financial Statements. The per share amounts and ratios which are shown reflect
income and expenses including the Fund's proportionate share of the Series'
income and expenses. It should be read in conjunction with its corresponding
Series' Financial Statements and notes thereto.(1)

<TABLE>
<CAPTION>
Period from
November 3, 1997(2)
to December 31,
1997
- ---------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $10.00
----------------
Income From Investment Operations
Net Investment Income .01
Net Gains or Losses on Securities (both realized and
unrealized) .51
-------
Total From Investment Operations .52
Net Asset Value, End of Period $10.52
-------
Total Return(3)(4) +5.20%
-------
Ratios/Supplemental Data
Net Assets, End of Period (in thousands) $567.3
-------
Ratio of Gross Expenses to Average Net Assets(5)(6)(7) 1.06%
Ratio of Net Expenses to Average Net Assets(6)(7) 1.00%
-------
Ratio of Net Investment Income to Average Net Assets(6)(7) .98%
-------
</TABLE>

NOTES:

1)The per share amounts which are shown have been computed based on the average
number of shares outstanding during the fiscal period. Because the Portfolio
only invests in its Series and that Series (rather than the Portfolio) engages
in securities transactions, the Portfolio does not calculate a portfolio
turnover rate or pay any brokerage commissions. For the fiscal period ended
December 31, 1997, the portfolio turnover rate for the Series was 12%, and the
average commission rate paid by the Series was $0.0550.
2)The date investment operations commenced.
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 the
fiscal period and assumes dividends and other 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 would have
been lower if N&B Management had not reimbursed certain expenses. The total
return information shown does not reflect charges and other expenses that
apply to the separate account or the related insurance policies, and the
inclusion of these charges and other expenses would reduce the total return
figures for the fiscal period shown.
4)Not annualized.
5)The Portfolio is required to calculate an expense ratio without taking into
consideration any expense reductions related to expense offset arrangements.
6)Annualized.
7)After reimbursement of expenses by N&B Management as described in this
Prospectus under "Expense Limitation." Had N&B Management not undertaken such
action the annualized ratios of net expenses and net investment income to
average daily net assets would have been higher and lower, respectively.

14
<PAGE> 16

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

- --------------------------------------------
Limited Maturity Bond 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)

- --------------------------------------------------------------------------------------------------------------------------------
Income From Investment Operations
Net Investment Income .88 .92 .82 .78 .84 1.03 1.04 1.15 1.12 .92
Net Gains or Losses on
Securities (both realized and
unrealized) .02 (.34) .65 (.80) .08 (.33) .43 (.10)(4) .20 (.05)

- --------------------------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net investment
income) (.83) (1.24) (.78) (.55) (.52) (.66) (.77) (.91) (.85) --
Distributions (from net capital
gains) -- -- -- (.07) (.07) (.03) -- -- -- --

- --------------------------------------------------------------------------------------------------------------------------------
Total Distributions (.83) (1.24) (.78) (.62) (.59) (.69) (.77) (.91) (.85) --

- --------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $14.12 $14.05 $14.71 $14.02 $14.66 $14.33 $ 14.32 $13.62 $ 13.48 $13.01

- --------------------------------------------------------------------------------------------------------------------------------
Total Return(5) +6.74% +4.31% +10.94% -.15% +6.63% +5.18% +11.34% +8.32% +10.77% +7.17%

- --------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $251.1 $256.9 $238.9 $344.8 $343.5 $187.0 $ 83.0 $ 46.0 $ 31.5 $ 25.4

- --------------------------------------------------------------------------------------------------------------------------------
Ratio of Gross Expenses to
Average Net Assets(6) .77% .78% .71% -- -- -- -- -- -- --
Ratio of Net Expenses to
Average Net Assets .77% .78% .71% .66% .64% .64% .68% .76% .88% 1.01%

- --------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income
to Average Net Assets 6.27% 6.01% 5.99% 5.42% 5.19% 5.80% 6.61% 7.66% 8.11% 7.15%

- --------------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate(7) -- -- 27% 90% 159% 114% 77% 124% 116% 197%

- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

5)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
fiscal period and assumes dividends and other 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 charges and other expenses that apply to
the separate account or the related insurance policies, and the inclusion of
these charges and other expenses would reduce the total return figures for all
fiscal periods shown.

6)For fiscal periods ending after September 1, 1995, the Portfolio is required
to calculate an expense ratio without taking into consideration any expense
reductions related to expense offset arrangements.

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.
Portfolio turnover rates for AMT Limited Maturity Bond Investments for the
period from May 1, 1995 to December 31, 1995 and the years ended December 31,
1996 and 1997 were 78%, 132%, and 86%, respectively.

15
<PAGE> 17

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,
1997(1) 1996(1) 1995(1) 1994 1993 1992 1991 1990 1989 1988
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Year $.9999 $1.0000 $ .9997 $1.0009 $1.0002 $1.0001 $ .9999 $.9998 $.9998 $1.0000
- ---------------------------------------------------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income .0461 .0443 .0493 .0328 .0233 .0320 .0547 .0730 .0826 .0648
Net Gains or Losses on
Securities -- (.0001)(2) .0003 -- .0014 .0002 .0002 .0001 -- (.0002)
- ---------------------------------------------------------------------------------------------------------------------------------
Total From Investment
Operations .0461 .0442 .0496 .0328 .0247 .0322 .0549 .0731 .0826 .0646
- ---------------------------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) (.0461) (.0443) (.0493) (.0328) (.0233) (.0320) (.0547) (.0730) (.0826) (.0648)
Distributions (from net
capital gains) -- -- -- (.0012) (.0007) (.0001) -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions (.0461) (.0443) (.0493) (.0340) (.0240) (.0321) (.0547) (.0730) (.0826) (.0648)
- ---------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $.9999 $.9999 $1.0000 $ .9997 $1.0009 $1.0002 $1.0001 $.9999 $.9998 $ .9998
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return(3) +4.71% +4.52% +5.04% +3.46% +2.43% +3.25% +5.61% +7.55% +8.58% +6.68%
- ---------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $ 13.4 $ 13.5 $ 31.9 $ 5.3 $ 6.8 $ 25.4 $ 21.5 $ 21.5 $ 11.5 $ 9.3
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of Gross Expenses to
Average Net Assets(4)(5) 1.01% 1.01% 1.02% -- -- -- -- -- -- --
Ratio of Net Expenses to
Average Net Assets(4) 1.00% 1.00% 1.01% 1.02% .88% .72% .74% .88% 1.00% 1.00%
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment
Income to Average Net
Assets(4) 4.61% 4.44% 4.90% 3.28% 2.34% 3.19% 5.47% 7.30% 8.28% 6.52%
- ---------------------------------------------------------------------------------------------------------------------------------
</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)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.

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
fiscal period and assumes dividends and other 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 charges and other expenses
that apply to the separate account or the related insurance policies, and the
inclusion of these charges and other expenses would reduce the total return
figures for all fiscal periods shown.

4)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 net expenses and net investment income to average
daily net assets would have been 1.12% and 4.49%, respectively, for the year
ended December 31, 1997, 1.21% and 4.23% in 1996, respectively, 1.25% and
4.66% in 1995, respectively, 1.03% and 3.27% in 1994, respectively, 1.03% and
8.25% in 1989, respectively, and 1.25% and 6.27% in 1988, respectively. There
was no reduction of expenses for the years ended December 31, 1990 through and
including 1993.

5)For fiscal periods ending after September 1, 1995, the Portfolio is required
to calculate an expense ratio without taking into consideration any expense
reductions related to expense offset arrangements.

16
<PAGE> 18

FINANCIAL HIGHLIGHTS

Neuberger&Berman Advisers Management Trust

- ------------------------------------
Mid-Cap Growth Portfolio
- --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding
throughout the period and other performance information derived from the
Financial Statements. The per share amounts and ratios which are shown reflect
income and expenses, including the Fund's proportionate share of the Series'
income and expenses. It should be read in conjunction with its corresponding
Series' Financial Statements and notes thereto.(1)

<TABLE>
<CAPTION>
Period from
November 3, 1997(2)
to December 31,
1997
- ---------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $ 10.00
---------
Income From Investment Operations
Net Investment Income .01
Net Gains or Losses on Securities (both realized and
unrealized) 1.71
---------
Total From Investment Operations 1.72
Net Asset Value, End of Period $ 11.72
---------
Total Return(3)(4) +17.20%
---------
Ratios/Supplemental Data
Net Assets, End of Period (in millions) $ 1.7
---------
Ratio of Gross Expenses to Average Net Assets(5)(6)(7) 1.05%
Ratio of Net Expenses to Average Net Assets(6)(7) 1.00%
---------
Ratio of Net Investment Income to Average Net Assets(6)(7) .83%
---------
</TABLE>

NOTES:

1)The per share amounts which are shown have been computed based on the average
number of shares outstanding during the fiscal period. Because the Portfolio
only invests in its Series and that Series (rather than the Portfolio) engages
in securities transactions, the Portfolio does not calculate a portfolio
turnover rate or pay any brokerage commissions. For the fiscal period ended
December 31, 1997, the portfolio turnover rate for the Series was 20%, and the
average commission rate paid by the Series was $0.0550.
2)The date investment operations commenced.
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 the
fiscal period and assumes dividends and other 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 would have
been lower if N&B Management had not reimbursed certain expenses. The total
return information shown does not reflect charges and other expenses that
apply to the separate account or the related insurance policies, and the
inclusion of these charges and other expenses would reduce the total return
figures for the fiscal period shown.
4)Not annualized.
5)The Portfolio is required to calculate an expense ratio without taking into
consideration any expense reductions related to expense offset arrangements.
6)Annualized.
7)After reimbursement of expenses by N&B Management as described in this
Prospectus under "Expense Limitation." Had N&B Management not undertaken such
action the annualized ratios of net expenses and net investment income to
average daily net assets would have been higher and lower, respectively.

17
<PAGE> 19

FINANCIAL HIGHLIGHTS

Neuberger&Berman Advisers Management Trust

- --------------------------
Partners 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)

- -----------------------------------------------------------------------------------------------------------------------
Income From Investment Operations
Net Investment Income .12 .10 .11 .03
Net Gains or Losses on Securities
(both realized and unrealized) 4.82 3.69 3.43 (.26)

- -----------------------------------------------------------------------------------------------------------------------
Total From Investment Operations 4.94 3.79 3.54 (.23)

- -----------------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net investment income) (.05) (.04) (.01) --
Distributions (from net capital gains) (.77) (.50) (.07) --

- -----------------------------------------------------------------------------------------------------------------------
Total Distributions (.82) (.54) (.08) --

- -----------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 20.60 $16.48 $13.23 $ 9.77

- -----------------------------------------------------------------------------------------------------------------------
Total Return(4) +31.25% +29.57% +36.47% -2.30%(5)

- -----------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in millions) $ 1,632.8 $705.4 $207.5 $ 9.4

- -----------------------------------------------------------------------------------------------------------------------
Ratio of Gross Expenses to Average Net
Assets(6) .86% .95% 1.09% --
Ratio of Net Expenses to Average Net
Assets .86% .95% 1.09% 1.75%(7)

- -----------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to Average
Net Assets .60% .60% .97% .45%(7)

- -----------------------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate(8) -- -- 76% 90%

- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

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
fiscal period and assumes dividends and other 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 charges and other expenses that apply to
the separate account or the related insurance policies, and the inclusion of
these charges or other expenses would reduce the total return figures for all
fiscal periods shown.

5)Not annualized.

7)Annualized.

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 or
paid any brokerage commissions. Portfolio turnover rates for AMT Partners
Investments for the period from May 1, 1995 to December 31, 1995 and the years
ended December 31, 1996 and 1997 were 98%, 118%, and 106%, respectively. The
average commission rates paid for the period from May 1, 1995 to December 31,
1995 and for the years ended December 31, 1996 and 1997 were $0.0594, $0.0583
and $0.0560, respectively.

18
<PAGE> 20

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 40.

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 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 debt
securities, primarily investment grade. 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 38 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 85.9% of the performance of the S&P
"500," with only 63.0% of the volatility. Those model balanced portfolios in
which 70% and 50% were allocated to the S&P "500" were able to achieve 89.7% and
81.9%, respectively, of the performance of the S&P "500," with only 72.0% and
54.3% 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 equity securities 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 focusing primarily on the
securities of medium-capitalization companies that N&B Management believes have
the maximum potential for long-term capital appreciation. However, the Series
can invest in securities of companies from any capitalization level. See
"Special Considerations of Small- and Mid-Cap Company Stocks" on page 24. 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

19
<PAGE> 21

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, at
the time of investment, at least B by Moody's or S&P or comparable unrated
securities. For more information on lower rated securities, see "Ratings of Debt
Securities" on page 24, "Fixed Income Securities" in the SAI, and Appendix A of
the SAI.

- -----------------------------------
AMT Growth Investments
- --------------------------------------------------------------------------------
The investment objective of AMT Growth Investments and its corresponding
Portfolio is to seek capital appreciation without regard to income. The
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 currently intends to focus primarily on the
securities of medium-capitalization companies believed by N&B Management to have
the maximum potential for long-term capital appreciation. However, the Series
can invest in the securities of companies from any capitalization level.
Companies with equity market capitalizations from $300 million to $10 billion at
the time of investment are considered medium-capitalization companies. The Trust
and Managers Trust may revise this definition based on market conditions. The
portfolio managers do not seek to invest in securities that pay dividends or
interest, and any such income is incidental.

The Series uses a growth-oriented investment approach. When N&B Management
believes that particular securities have greater potential for long-term capital
appreciation, the Series may purchase such securities at prices with relatively
higher multiples to measures of economic value (such as earnings or cash flow)
than securities likely to be purchased by other Series. In selecting stocks, N&B
Management considers, among other factors, a company's financial strength,
competitive position, projected future earnings, management strength and
experience, reasonable valuation and other investment criteria. The Series also
diversifies its investments among companies and industries.
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 Portfolio may be more appropriate for investors with a
longer-range perspective.

For more information, see "Special Considerations of Small- and Mid-Cap
Company Stocks" on page 24.

- -------------------------------------
AMT Guardian Investments
- --------------------------------------------------------------------------------

The investment objective of AMT Guardian Investments and its corresponding
Portfolio is to seek capital appreciation and, secondarily, current income. This
investment objective is not fundamental.

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

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

20
<PAGE> 22

investment objective is not 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 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" on page 40.

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 United States. 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"), swaps, and short
selling for hedging purposes and in an attempt to realize income. The Series may
use leverage to facilitate transactions entered into by the Series for hedging
purposes. The use of these strategies may entail special risks.

- -------------------------------------------------------
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.

AMT Limited Maturity Bond Investments seeks to increase income and preserve
or enhance total return by actively managing average portfolio duration in light
of market conditions and trends. The Series invests in a diversified portfolio
consisting primarily 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, S&P, or another nationally recognized statistical
rating organization and comparable unrated securities. The dollar-weighted
average duration of the Series will not exceed four years, although the Series
may invest in individual securities of any duration. The Series' dollar-weighted

21
<PAGE> 23

average maturity may range up to five years. 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, at the time of
purchase, at least 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 lend portfolio securities. For more information on lower rated
securities, see "Ratings of Debt Securities" on page 24, and "Fixed Income
Securities" and Appendix A 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. The Series may also
invest in municipal obligations that otherwise meet its criteria for quality and
maturity.

- ----------------------------------------------
AMT Mid-Cap Growth Investments
- --------------------------------------------------------------------------------

The investment objective of AMT Mid-Cap Growth Investments and its
corresponding Portfolio is to seek capital appreciation. This investment
objective is not fundamental.

AMT Mid-Cap Growth Investments invests in a diversified portfolio of common
stocks believed by N&B Management to have the maximum potential for long-term
above-average capital appreciation. Under normal conditions, the Series invests
primarily in the common stocks of medium-capitalization companies. Companies
with equity market capitalizations from $300 million to $10 billion at the time
of investment are considered "medium-capitalization" companies. The Trust and
Managers Trust may revise this definition based on market conditions. Although
the Series will invest primarily in the common stocks of medium-capitalization
companies, investments may be made in the securities of larger, widely traded
companies as well as smaller, less well-known companies. At times, markets may
favor the relative safety of larger-capitalization securities and the greater
growth potential of smaller-capitalization securities over medium-capitalization
securities. The Series does

22
<PAGE> 24

not seek to invest in securities that pay dividends or interest, and any such
income is incidental. In selecting equity securities for AMT Mid-Cap Growth
Investments, N&B Management will consider, among other factors, an issuer's
financial strength, competitive position, projected future earnings, management
strength and experience, reasonable valuations, and other investment criteria.

Investments in smaller- and medium-sized companies may present greater
opportunities for capital appreciation, but may involve greater risks and share
price volatility than investments in securities of larger capitalization
companies. See "Special Considerations of Small- and Mid-Cap Company Stocks" on
page 24. The Series does not follow a policy of active trading for short-term
profits. Accordingly, the Series may be more appropriate for investors with a
longer-range perspective. The Series' growth investment program involves greater
risks and share price volatility than programs that invest in more undervalued
securities. When N&B Management believes that particular securities have greater
potential for long-term capital appreciation, the Series may purchase such
securities at prices with higher multiples to measures of economic value (such
as earnings or cash flow) than securities likely to be purchased by other
Series. The Series also diversifies its investments among companies and
industries.

Although equity securities are normally the Series' primary investment, up
to 10% of the Series' net assets, measured at the time of investment, may be
invested in corporate debt securities that are below investment grade, but rated
at least C by Moody's or S&P, or comparable unrated securities. Securities that
are below investment grade as well as comparable unrated securities are often
considered to be speculative and usually entail greater risk. For more
information on lower-rated securities, see "Ratings of Debt Securities" on page
24 and "Fixed Income Securities" and "Appendix A" in the SAI. Because the Series
may invest up to 20% of its net assets in securities of issuers organized and
doing business principally outside the United States, it may be subject to
increased risks and expenses. See "Foreign Securities" on page 41 and the SAI.
The Series may also invest in other instruments, and may hold a portion of its
investment in cash or money market instruments. See "Description of Investments"
on page 40.

Up to 15% of the Series' net assets, measured at the time of investment, may
be invested in corporate 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. For more information on lower rated securities, see
"Ratings of Debt Securities" on page 24, "Fixed Income Securities" and Appendix
A in the SAI.

23
<PAGE> 25

Investments in small- and mid-cap company stocks may present greater
opportunities for capital appreciation than investments in stocks of
large-capitalization companies. However, small- and mid-cap company stocks may
have higher risk and volatility. These companies may have limited product lines,
market or financial resources, or they may be dependent upon a limited
management group. Small- and mid-cap company stocks generally are not as broadly
traded as large-cap company stocks and their prices thus may fluctuate more
widely and abruptly. Any such movements in stocks held by a Series would be
reflected in the corresponding Portfolio's net asset value. Small- and mid-cap
company stocks also are less researched than large-cap company stocks and are
often overlooked in the market.

- -----------------------------------------------------
Short-Term Trading; Portfolio Turnover
- --------------------------------------------------------------------------------
Although none of the Series purchases securities with the intention of
profiting from short-term trading, each Series may sell portfolio securities
when N&B Management believes that such action is advisable.

It is anticipated that the annual portfolio turnover rate of AMT Growth,
Mid-Cap Growth and Partners Investments may exceed 100% in some fiscal years.
See "Notes to Financial Highlights" for more information about the portfolio
turnover rate of each Series.

Turnover rates in excess of 100% generally result in higher transaction
costs (which are borne directly by the Series and indirectly by the
corresponding Portfolio) and a possible increase in short-term capital gains (or
losses). See "Dividends and Other Distributions" and "Tax Status" on page 33.

- --------------------------
Other Investments
- --------------------------------------------------------------------------------
For temporary defensive purposes, each Series (except AMT International
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, AMT Balanced (fixed
income portion only) 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 increase 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.

24
<PAGE> 26

rated by two or more NRSROs, at least two of them must have given the security a
high quality rating in order for AMT Liquid Asset Investments to invest in that
security.
INVESTMENT GRADE DEBT SECURITIES (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). Investment grade debt securities are those receiving ratings from
at least one NRSRO in one of the four highest rating categories or, if unrated
by any NRSRO, deemed by N&B Management to be of comparable quality. Securities
rated by Moody's in its fourth highest category (Baa) may have speculative
characteristics; a change in economic factors could lead to a weakened capacity
of the issuer to repay.

LOWER-RATED DEBT SECURITIES (AMT INTERNATIONAL, BALANCED, LIMITED MATURITY
BOND, MID-CAP GROWTH AND PARTNERS INVESTMENTS). 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 at least 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 at least 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. AMT Mid-Cap
Growth Investments may invest up to 10% of its net assets, measured at the time
of investment, in debt securities that are below investment grade, but rated at
least C by Moody's or S&P, or comparable unrated securities. For purposes of
these limits, the definition of investment grade shall be as described above
under "Investment Grade Debt Securities."

Lower-rated debt securities or "junk bonds" are those rated below the fourth
highest category by all NRSROs that have rated them (including those securities
rated as low as D by S&P) or unrated securities of comparable quality.
Securities rated below investment grade may be considered speculative.
Securities rated B are judged to be predominately speculative with respect to
their capacity to pay interest and repay principal in accordance with the terms
of the obligations. Although these securities generally offer higher yields than
investment grade debt securities with similar maturities, lower-quality
securities involve greater risks, including the possibility of default or
bankruptcy. Changes in economic conditions, changes in interest rates, or
developments regarding the entity issuing the security are more likely to cause
price volatility and weaken the capacity of the issuer to make principal and
interest payments than is the case for higher-grade debt securities. In
addition, a fund that invests in lower-quality securities may incur additional
expenses to the extent recovery is sought on defaulted securities. Because of
the many risks involved in investing in high-yield securities, the success of
such investments is dependent on the credit analysis of N&B Management. It is
uncertain how high-yield securities will perform in a market with rising or
continually high interest rates. Additionally, lower-rated debt securities tend
to be less liquid than other securities because the market for them may not be
as broad or active; judgment may play a greater role in pricing such securities
than it does for more liquid securities. N&B Management seeks to reduce the
risks associated with investing in such securities by limiting that Series'
holdings in them and by extensively analyzing the potential benefits of such as
investment in relation to the associated risks.

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 will dispose of such securities in accordance with Rule 2a-7 under
the Investment Company Act of 1940 (the "1940 Act").

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.

25
<PAGE> 27

The following table shows the ratings of debt securities held by AMT Limited
Maturity Bond Investments during the fiscal year ended December 31, 1997. The
percentages in each category represent the average of dollar-weighted month-end
holdings during the period. These percentages are historical only and are not
necessarily representative of the ratings of current and future holdings.

<TABLE>
<CAPTION>
MOODY'S S&P
(AS OF % OF INVESTMENTS) (AS OF % OF INVESTMENTS)
INVESTMENT GRADE RATING AVERAGE RATING AVERAGE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Treasury/Agency* TSY/AGY 12.80% TSY/AGY 12.80%
Highest quality Aaa 19.55% AAA 19.71%
High quality Aa 5.36% AA 2.19%
Upper-Medium grade A 21.10% A 25.96%
Medium grade Baa 23.12% BBB 27.04%
LOWER QUALITY**
Moderately speculative Ba 11.55% BB 6.17%
Speculative B 6.12% B 5.73%
Highly Speculative Caa -- CCC --
Poor Quality Ca -- CC --
Lowest quality, no interest C -- C --
In default, in arrears -- -- D --
TOTAL 99.60%+ 99.60%+
</TABLE>

* U.S. Government and Agency Securities are not rated by Moody's or S&P.
** Includes securities rated investment grade by other NRSROs.
+ Moody's and S&P did not rate every security purchased during this period.

- -----------------
Borrowings
- --------------------------------------------------------------------------------
ALL SERIES (EXCEPT AMT INTERNATIONAL INVESTMENTS). Each 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 or to enter into reverse repurchase agreements. As a
non-fundamental policy, none of these Series may purchase portfolio securities
if its outstanding borrowings, including reverse repurchase agreements, exceed
5% of its total assets. Dollar rolls are treated as reverse repurchase
agreements for purposes of this limitation.
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).

26
<PAGE> 28

AMT International Investments 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 amplify the gains and losses on the Series'
investments and 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.

- --------------
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 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
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.

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<PAGE> 29

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 and since inception 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 other expenses under such insurance policies and
contracts. Further information regarding each 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 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 A FUND COMPARABLE TO THE INTERNATIONAL PORTFOLIO AND AMT
INTERNATIONAL INVESTMENTS. AMT International Investments and the International
Portfolio (the "AMT International Funds") have investment objectives, policies,
limitations and strategies substantially similar to those of, and the same
portfolio manager as, another mutual fund managed by N&B
Management -- Neuberger&Berman International Fund (and its corresponding master
series). The following table shows the average annual total returns of
Neuberger&Berman International Fund for the 1- and 3-year period and since
inception for the period ended December 31, 1997. 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.

28
<PAGE> 30

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS
ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
1 YEAR 3 YEAR SINCE INCEPTION
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger&Berman International Fund +11.21% +14.06% +11.54% (6/15/94)
EAFE Index + 2.06% + 6.59% + 5.38%
</TABLE>

The figures for the Neuberger&Berman International Fund depicted above
reflect that fund's expense ratio, and do not reflect any expenses or charges
that apply to insurance company variable annuity or variable life insurance
contracts. Although the objectives, polices, limitations and strategies of the
AMT International Funds are substantially similar to that of Neuberger&Berman
International Fund and its corresponding master series, the AMT International
Funds are distinct mutual funds and may have different fees, expenses,
investment returns, portfolio holdings, and risk/return characteristics than
Neuberger&Berman International Fund and its corresponding series. Historical
performance of substantially similar mutual funds is not indicative of future
performance of the AMT International Funds.
The information set forth above relies on data supplied by Neuberger&Berman
or derived by Neuberger&Berman from statistical services, reports or other
sources Neuberger&Berman believes to be reliable.

29
<PAGE> 31

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 1940 Act as a diversified, open-end management investment
company, commonly known as a mutual fund. The Trust has eight 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.

N&B Management serves as investment manager to other investment companies
that offer their shares directly to the public, some of which have names similar
to the names of the Portfolios and the Series, but are not part of the Trust or
Managers Trust. These other funds are offered by means of separate prospectuses.

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

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

- -----------------
The Series
- --------------------------------------------------------------------------------

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

30
<PAGE> 32

The trustees of the Trust and Managers Trust believe that investment in a
Series by other potential investors may enable the Series to realize economies
of scale that could reduce operating expenses, thereby producing higher returns
and benefiting all shareholders. However, 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 to the Portfolio. That distribution could result in a less diversified
portfolio of investments for the Portfolio and could affect adversely the
liquidity of the Portfolio's investment portfolio. If a Portfolio decided to
convert those securities to cash, it usually would incur brokerage fees or other
transaction costs. If a Portfolio withdrew its investment from a Series, the
trustees would consider what action might be taken, including the investment of
all of the Portfolio's net investable assets in another pooled investment entity
having substantially the same investment objective as the Portfolio or the
retention by the Portfolio of its own investment manager to manage its assets in
accordance with its investment objective, policies, and limitations. The
inability of the Portfolio to find a suitable replacement could have a
significant impact on shareholders.

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.

31
<PAGE> 33

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, on each day the NYSE is open. 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) 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.

AMT Balanced (equity portion), Growth, Guardian, Mid-Cap Growth and Partners
Investments value their equity securities (including options) listed on the
NYSE, the American Stock Exchange, other national exchanges, or the NASDAQ
market, and other securities for which market quotations are readily available,
at the last sale price on the day the securities are being valued. If there is
no reported sale of such a security on that day, the security is valued at the
mean between its closing bid and asked prices on that day. 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 regular trading
on the NYSE on the day the securities are being valued, or if there are no
sales, at the last available bid price on that day. 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 traded primarily in foreign markets which may be open 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.

If N&B Management believes that the price of a security obtained under a
Series' valuation procedures (as described above) does not represent the amount
that the Series reasonably expects to receive on a current sale of the security,
the Series will value the security based on a method that the trustees of
Managers Trust believe accurately reflects fair value.

32
<PAGE> 34

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

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 not have to pay 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 it distributes 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, except with respect to the Guardian and
Mid-Cap Growth series, 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 Guardian and
Mid-Cap Growth series have applied for such a ruling.

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

33
<PAGE> 35

SPECIAL CONSIDERATIONS

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.

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, except with respect to the Guardian and Mid-Cap Growth
series, 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. The Guardian and
Mid-Cap Growth series have applied for such a ruling.

34
<PAGE> 36

MANAGEMENT AND ADMINISTRATION

- -------------------------------
Trustees and Officers
- --------------------------------------------------------------------------------

The trustees of the Trust and Managers Trust, who are currently the same
individuals, have oversight 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.

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
Series, N&B Management currently serves as investment manager or investment
adviser of other mutual funds. Neuberger&Berman acts as sub-adviser for the
Series and other mutual funds managed by N&B Management. These funds had
aggregate net assets of approximately $20.7 billion as of December 31, 1997.

As sub-adviser, Neuberger&Berman furnishes N&B Management with investment
recommendations and research information without added cost to the Series. N&B
Management compensates Neuberger&Berman for its costs in connection with those
services. 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 $52.9 billion of assets as of December 31, 1997. All of the voting
stock of N&B Management is owned by individuals who are principals of
Neuberger&Berman.

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 November 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, 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.

35
<PAGE> 37

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 Guardian Investments -- Kent C. Simons and Kevin L. Risen. Messrs.
Simons and Risen are Vice Presidents of N&B Management and principals of
Neuberger&Berman, and have had primary responsibility for AMT Guardian
Investments since its inception in October 1997. Mr. Simons has been a portfolio
manager for Neuberger&Berman since 1981. Mr. Risen has been a portfolio manager
for Neuberger&Berman since 1996. He was a research analyst at Neuberger&Berman
from 1992 to 1995.

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

AMT Partners Investments -- Michael M. Kassen and Robert I. Gendelman.
Messrs. Kassen and Gendelman are Vice Presidents of N&B Management and
principals of Neuberger&Berman and have had responsibility for AMT Partners
Investments since March and October 1994, respectively. Mr. Kassen has been an
employee of N&B Management since 1990. Mr. Gendleman was a portfolio manager for
another mutual fund manager from 1992 to 1993.

AMT International Investments -- Valerie Chang. Ms. Chang is Assistant Vice
President of N&B Management, and has served in the investment banking division
of Salomon Brothers and Morgan Stanley & Co., Inc. from 1993 until 1995 and as a
senior securities analyst for TIAA/CREF from 1995 until December 1996.

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.
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 $120 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 restrict securities trading in
personal accounts of the portfolio managers and others who normally come into
possession of information on portfolio transactions.

36
<PAGE> 38

by the Portfolios' and Series' other major service providers. N&B Management
also attempts to evaluate the potential impact of this problem on the issuers of
investment securities that the Series purchase. However, there can be no
assurance that these steps will be sufficient to avoid any adverse impact on the
Portfolios and Series.

- ---------------
Expenses
- --------------------------------------------------------------------------------
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 may sub-contract 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 (SERIES) ADMINISTRATION (PORTFOLIO)
- --------------------------------------------------------------------------------------------
<S> <C> <C>
BALANCED; GROWTH; GUARDIAN; 0.55% of first $250 million 0.30%
MID-CAP GROWTH; PARTNERS 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
LIMITED MATURITY BOND; LIQUID ASSET 0.25% of first $500 million 0.40%
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
</TABLE>

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.

37
<PAGE> 39

- ----------------------------
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 Guardian Portfolio, Mid-Cap Growth Portfolio
and the Liquid Asset 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. The Guardian and Mid-Cap Growth Portfolios have each in turn agreed
to repay through December 31, 1999, expenses borne by N&B Management so long as
the Portfolio's annual operating expenses during that period do not exceed the
expense limitation.

INTERNATIONAL PORTFOLIO AND ITS CORRESPONDING SERIES. N&B Management has
voluntarily undertaken until May 1, 1999 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. The Portfolio has in turn agreed to
repay through December 31, 2000, expenses borne by N&B Management, so long as
the Portfolio's annual operating expenses during that period do not exceed the
expense limitation.

The effect of any expense limitation by N&B Management is to reduce
operating expenses of 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 only 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, 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.

38
<PAGE> 40

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 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, N&B Management is required 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 a 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, including 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), Freddie Mac (also known as the Federal Home Loan Mortgage
Corporation), Student Loan Marketing Association (commonly known as "Sallie
Mae"), 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 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, RESTRICTED AND RULE 144A SECURITIES (ALL SERIES). Each Series may
invest up to 15% (10% with respect to AMT Liquid Asset Investments) of its net
assets in illiquid securities, which are securities that cannot be expected to
be sold within seven days at approximately the price at which they are valued.
These may include unregistered or other restricted securities and repurchase
agreements maturing in greater than seven days. Illiquid securities may also
include commercial paper under section 4(2) of the Securities Act of 1933, and
Rule 144A securities (restricted securities that may be traded freely among
qualified institutional buyers pursuant to an exemption from the registration
requirements of the securities laws); these securities are considered illiquid
unless N&B Management, acting pursuant to guidelines established by the trustees
of Managers Trust, determines they are liquid. Generally, foreign securities
freely tradable in their principal market are not considered restricted or
illiquid. Illiquid securities may be difficult for a Series to value or dispose
of due to the absence of an active trading market. The sale of some illiquid
securities by the Series may be subject to legal restrictions which could be
costly to the Series. Due to the absence of an active trading market, a Series
may experience difficulty in valuing or disposing of illiquid securities.

INFLATION-INDEXED SECURITIES (AMT LIMITED MATURITY BOND 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.

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The principal value of inflation-indexed securities declines in periods of
deflation, but holders at maturity receive no less than par. If inflation is
lower than expected during the period a Series holds the securities, 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.

EQUITY SECURITIES (ALL SERIES EXCEPT AMT LIMITED MATURITY BOND AND LIQUID
ASSET INVESTMENTS). Equity securities may include common stocks, preferred
stocks, convertible securities and warrants. Common stocks and preferred stocks
represent shares of ownership in a corporation. Preferred Stocks usually have
specific dividends and rank after bonds and before common stock in claims on
assets of the corporation should it be dissolved. Increases and decreases in
earnings are usually reflected in a corporation's stock price. Convertible
securities are debt or preferred equity securities convertible into common
stock. Usually, convertible securities pay dividends or interest at rates higher
than common stock, but lower than other securities. Convertible securities
usually participate to some extent in the appreciation or depreciation of the
underlying stock into which they are convertible. Warrants are options to buy a
stated number of shares of common stock at a specified price any time during the
life of the warrants. Equity securities' prices fluctuate based on changes in a
corporation's financial condition and on changes in market or economic
conditions, which may cause fluctuations in a Portfolio's NAV per share.

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 United States, 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, all Series except AMT
Liquid Asset 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, Guardian and Partners Investments may each only invest
up to 10% (20% with respect to AMT Mid-Cap Growth Investments) of the value of
its total assets, measured at the time of investment, in foreign securities that
are issued by non-U.S. entities. This limitation does not apply with respect to
foreign securities that are denominated in U.S. dollars, including ADRs. Foreign
securities (including those denominated in U.S. dollars and ADRs) are affected
by political or economic developments in foreign countries. AMT Limited Maturity
Bond Investments may invest up to 25% of the value of its total assets, measured
at the time of investment, in foreign-currency denominated securities.
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 United States.
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.

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Factors affecting investments in foreign securities include, but are not
limited to, varying custody, brokerage and settlement practices, which may cause
delays and expose a Series to the creditworthiness of a foreign broker;
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, nationalization, or confiscatory
taxation; the imposition of foreign withholding and other taxes; potentially
adverse local, political, economic, social, or diplomatic developments;
limitations on the movement of funds or other assets of the Series between
different countries; difficulties in invoking legal process abroad and enforcing
contractual obligations; and the difficulty of assessing economic trends in
foreign countries. Investment in foreign securities also involves higher
brokerage and custodian expenses than does investment in domestic securities.
In addition, investing in securities of foreign companies and governments
may involve other risks which are not ordinarily associated with investing in
domestic securities. 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 between the U.S. dollar and a foreign
currency will reduce the value of certain portfolio securities irrespective of
the performance of the underlying investment. In addition, a Series generally
will 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). These Series may invest in foreign securities, subject to the
restrictions above, including securities of Japanese issuers. AMT International
Investments may invest a significant portion of its assets in securities of
Japanese issuers. The performance of AMT International Investments may therefore
be significantly affected by events influencing 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 heavily dependent on foreign oil, and 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). These 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. AMT Balanced, International, Limited Maturity Bond, Mid-Cap Growth, and
Partners Investments may invest in debt securities rated below investment grade
and unrated securities.

FOREIGN CURRENCY TRANSACTIONS (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). 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

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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.
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 proxy-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. Proxy-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). These Series may try to reduce the
risk of securities price changes (hedge) or generate income by writing (selling)
covered call options against portfolio securities and may purchase call options
in related closing transactions. The 10% limitation does not apply to AMT
International Investments. When a Series writes a covered call option against a
security, the Series is obligated to sell that security to the purchaser of the
option at a fixed price at any time during a specified period if the purchaser
decides to exercise the option. The maximum price the Series may realize on the
security during the option period is the fixed price. The Series 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 and Balanced Investments also may try to reduce
the risk of securities price changes (hedge) or 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
and Balanced Investments also may write covered call options and purchase put
options on debt securities in their portfolios or on foreign currencies for
hedging purposes or for the purpose of producing income. Each of these Series
will write call options on a security or currency only if it holds that security
or currency or has the right to obtain the security or currency at no additional
cost. These investment practices involve transactional expense and certain risks
including price volatility and a high degree of leverage. A Series may engage in
transactions in futures contracts and related options only as permitted by
regulations of the Commodity Futures Trading Commission.
AMT International and Mid-Cap Growth 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 proxy-hedge. In addition, the Series may purchase call or
put options on currencies for non-hedging purposes when N&B Management expects
that a currency will appreciate or depreciate in value, but the securities
denominated in that currency do not present attractive investment opportunities
and are not held in the Series. Options on foreign currencies may be traded on
U.S. or foreign exchanges or over-the-counter. Options on foreign currencies
which are traded in the over-the-counter market may be considered to be illiquid
securities and subject to the restriction on illiquid securities.
To realize greater income than would be realized on portfolio securities
transactions alone, AMT International and Mid-Cap Growth Investments may
purchase and write call and put options on any securities in which they may
invest or options on any securities index based on securities in which the
Series may invest. The Series will not

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write a call option on a security or currency unless it owns the underlying
security or currency or has the right to obtain it at no additional cost.

The writing and purchasing of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions including transactional expense,
price volatility and a high degree of leverage. The Series pay brokerage
commissions or spreads in connection with their 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 rates.

AMT International and Mid-Cap Growth Investments may enter into futures
contracts on currencies, debt securities, interest rates, and securities indices
and may purchase and sell options on such contracts on both U.S. and foreign
exchanges. The Series may engage in such transactions for hedging or non-hedging
purposes. When the Series purchases or sells a futures contract it generally
becomes obligated to accept or make delivery of the currencies or securities
underlying the contract at a specified price at a specified future time. The
obligations of the parties under a futures contract are often closed out before
the delivery date.

The primary risks in using put and call options, futures contracts, and
options on futures contracts, and forward contracts or options on foreign
currencies ("Financial 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 Financial Instruments; (2) possible lack of a
liquid secondary market for Financial Instruments and the resulting inability to
close out a Financial Instrument when desired; (3) the fact that the use of
Financial 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 Financial Instruments 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 Financial 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 AND GUARDIAN INVESTMENTS). In a when-issued or forward commitment
transaction, a Series commits to purchase securities that will be issued at a
future date (generally within two months) and pays for the securities when they
are delivered. 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' and the Portfolios'
NAV.

INDEXED SECURITIES (AMT INTERNATIONAL, LIMITED MATURITY BOND AND BALANCED
INVESTMENTS). These Series may invest in indexed securities whose value is
linked to currencies, interest rates, commodities, indices, or other financial
indicators. Most indexed securities are short- to intermediate-term fixed-income
securities whose values at maturity or interest rates rise or fall according to
the change in one or more specified underlying instruments. 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.

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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 AND BALANCED INVESTMENTS). Each Series may enter into reverse
repurchase agreements. 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 or appropriate
liquid 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 counter-parties to reverse repurchase agreements and
dollar rolls.

CONVERTIBLE SECURITIES (AMT INTERNATIONAL, GROWTH, GUARDIAN, MID-CAP GROWTH,
PARTNERS AND BALANCED INVESTMENTS). 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 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, Fannie Mae and Freddie Mac
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. 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 market 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

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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 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, which
may be affected adversely by general downturns in the economy. 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.

CALLABLE BONDS (AMT BALANCED, LIMITED MATURITY BOND AND LIQUID ASSET
INVESTMENTS). Many bonds give the issuer the right to repay them early. If the
issuer of a callable bond exercises this right during a period of falling
interest rates, the Series may not be able to invest the proceeds at a
comparably high rate of return.

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

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In addition, AMT Growth and International Investments 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.

VARIABLE AND FLOATING RATE SECURITIES (AMT BALANCED, 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. Among the
variable and floating rate securities in which the Series may invest are
so-called guaranteed investment contracts ("GICs") issued by insurance
companies. In the event of insolvency of the issuing insurance company, the
ability of the Series to recover its assets may depend on the treatment of GICs
under state insurance law. GICs are generally regarded as illiquid.

ZERO COUPON SECURITIES, STEP COUPON AND PAY-IN-KIND SECURITIES (ALL
SERIES). Each Series may invest in zero coupon securities. AMT Limited Maturity
Bond and Balanced Investments may also invest in step coupon securities. These
securities do not pay interest currently; instead, they are sold at a deep
discount from their face value and are redeemed at face value when they mature.
Because these securities 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 these securities' purchase price and
their face value. Pay-in-kind securities pay interest through the issuance of
additional securities. Because each Series is required by the federal tax law to
distribute to its shareholders at least annually substantially all of its
income, including non-cash income attributable to zero coupon and pay-in-kind
securities, a Series may have to dispose of securities to obtain cash for such
distributions.

MUNICIPAL OBLIGATIONS (AMT BALANCED, LIMITED MATURITY BOND AND LIQUID ASSET
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 generally 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

47
<PAGE> 49

government and state and local governments may adversely 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
restructuring of the federal income tax system. These developments could reduce
the value of all municipal securities, or the securities of particular issuers.

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.

48
<PAGE> 50

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 - 1997

<TABLE>
<CAPTION>
FIXED ASSET ALLOCATION COMPARISON TO 100%
S&P "500"/2 YR. TREASURY NOTES S&P "500" ALLOCATION
- ---------------------------------------------------------------------
<S> <C> <C>
100/0 (100% S&P "500")
Return 11.63% 100.0%
Volatility 15.7 % 100.0%
70/30
Return 10.43 89.68
Volatility 11.3 72.0
60/40
Return 9.99 85.90
Volatility 9.9 63.0
50/50
Return 9.53 81.94
Volatility 8.6 54.3
0/100
Return 6.94 59.67
Volatility 4.1 26.0
</TABLE>

49
<PAGE> 51

BALANCED PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

PROSPECTUS
MAY 1, 1998

NBAMT0140598
<PAGE> 52

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 eight 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).

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, 1998, is on file with the Securities and Exchange Commission ("SEC"). 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 this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

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

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 53

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 3
Management 4
The Neuberger&Berman Investment Approach 4
FINANCIAL HIGHLIGHTS 5
Selected Per Share Data and Ratios 5
INVESTMENT PROGRAM 8
AMT Balanced Investments 8
Special Considerations of Small- and
Mid-Cap Company Stocks 9
Short-Term Trading; Portfolio Turnover 10
Other Investments 10
Ratings of Debt Securities 10
Borrowings 11
Duration 11
PERFORMANCE INFORMATION 13

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS 14
The Portfolios 14
The Series 14
SHARE PRICES AND NET ASSET VALUE 16

DIVIDENDS, OTHER DISTRIBUTIONS AND
TAX STATUS 17
Dividends and Other Distributions 17
Tax Status 17
SPECIAL CONSIDERATIONS 18
MANAGEMENT AND ADMINISTRATION 19
Trustees and Officers 19
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 22
Distribution and Redemption of Trust
Shares 22
Distribution Plan 22
SERVICES 23
DESCRIPTION OF INVESTMENTS 23
USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION 30
APPENDIX A TO PROSPECTUS 31
</TABLE>

2
<PAGE> 54

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. This is sometimes called a master/feeder fund structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the Trust is currently the only investor in each Series,
investment in a Series by investors in addition to the Trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 14. For more details
about AMT Balanced Investments, its investments and their risks, see "Investment
Program" on page 8, "Ratings of Debt Securities" on page 10, "Borrowings" on
page 11, and "Description of Investments" on page 23.

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 8, and related information. Of
course, there can be no assurance that the 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 Equity securities of small,
reasonable current income medium and large
without undue risk to principal capitalization companies
and short- to intermediate-term debt
securities, primarily investment
grade
- - -
</TABLE>

- -------------------
Risk Factors
- --------------------------------------------------------------------------------

An investment in any Portfolio involves certain risks, depending upon the
types of investments made by its corresponding Series. Special risk factors
apply to investments, which may be made by AMT Balanced Investments, in equity
securities, foreign securities, options and futures contracts, zero coupon
bonds, pay-in-kind bonds and debt securities rated below investment grade. AMT
Balanced Investments may invest in fixed income securities, the value of which,
measured in the currency in which they are denominated, 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. The
value of debt securities is also affected by the creditworthiness of the issuer.

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" on page 10 and "Fixed Income
Securities" in the SAI.

3
<PAGE> 55

- -------------------
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 administrative services to the Series
and the Portfolio and acts as distributor of the shares of the Portfolio. See
"Management and Administration" on page 19.

- --------------------------------------------------------------
The Neuberger&Berman Investment Approach
- --------------------------------------------------------------------------------

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

4
<PAGE> 56

FINANCIAL HIGHLIGHTS

- --------------------------------------------------
Selected Per Share Data and Ratios
- --------------------------------------------------------------------------------

The financial information in the following table for the Balanced Portfolio
as of December 31, 1997 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" on page 13.

5
<PAGE> 57

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

---------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income .36 .34 .32 .30 .34 .40 .47 .49 .30
Net Gains or Losses on
Securities (both
realized and
unrealized) 2.59 .75 3.06 (.80) .61 .72 2.16 (.27)(4) 1.34

---------------------------------------------------------------------------------------
Total From
Investment
Operations 2.95 1.09 3.38 (.50) .95 1.12 2.63 .22 1.64

---------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) (.30) (.41) (.28) (.23) (.20) (.19) (.19) (.07) --
Distributions (from net
capital gains) (.77) (2.28) (.09) (.38) (.03) (.19) -- (.07) --

---------------------------------------------------------------------------------------
Total Distributions (1.07) (2.69) (.37) (.61) (.23) (.38) (.19) (.14) --

---------------------------------------------------------------------------------------
Net Asset Value, End of
Year $17.80 $15.92 $17.52 $14.51 $15.62 $14.90 $14.16 $11.72 $11.64

-----------------------------------------------------------------------------
Total Return(9) +19.45% +6.89% +23.76% -3.36% +6.45% +8.06% +22.68% +1.95% +16.40%(5)

---------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $161.9 $173.2 $144.4 $179.3 $161.1 $87.1 $28.3 $6.9 $0.6

---------------------------------------------------------------------------------------
Ratio of Gross Expenses
to Average Net
Assets(7) 1.04% 1.09% .99% -- -- -- -- -- --
Ratio of Net Expenses to
Average Net Assets(10) 1.04% 1.09% .99% .91% .90% .95% 1.10% 1.35% 1.70%(6)

---------------------------------------------------------------------------------------
Ratio of Net Investment
Income to Average Net
Assets(10) 2.07% 1.84% 1.99% 1.91% 1.96% 2.33% 3.00% 4.00% 3.28%(6)

---------------------------------------------------------------------------------------
Portfolio Turnover
Rate(8) -- -- 21% 55% 114% 82% 69% 77% 58%

---------------------------------------------------------------------------------------
</TABLE>

6
<PAGE> 58

7
<PAGE> 59

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 23.
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.

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 debt
securities, primarily investment grade. 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 38 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 85.9% of the performance of the S&P
"500," with only 63.0% of the volatility. Those model balanced portfolios in
which 70% and 50% were allocated to the S&P "500" were able to achieve 89.7% and
81.9%, respectively, of the performance of the S&P "500," with only 72.0% and
54.3% 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 equity securities portion of its investments, AMT Balanced
Investments currently intends to focus primarily on the securities of
medium-capitalization companies believed by N&B Management to have the maximum
potential for long-term capital appreciation. However, the Series may invest in
the securities of companies from any capitalization level. Companies with equity
market capitalizations from $300 million to $10 billion at the time of
investment are considered medium-capitalization companies. The Trust and
Managers Trust may revise this definition based on market conditions. See
"Special Considerations of Small- and Mid-Cap

8
<PAGE> 60

Company Stocks" on page 9. This portion of the Series does not seek to invest in
securities that pay dividends or interest, and any such income is incidental.

The equity securities portion of the Series uses a growth-oriented
investment approach. When N&B Management believes that particular securities
have greater potential for long-term capital appreciation, the Series may
purchase such securities at prices with relatively higher multiples to measures
of economic value (such as earnings or cash flow) than securities likely to be
purchased by other Series. In selecting stocks, N&B Management considers, among
other factors, a company's financial strength, competitive position, projected
future earnings, management strength and experience, reasonable valuation and
other investment criteria. The Series also diversifies its investments among
companies and industries.
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 Portfolio may be more appropriate for investors with a
longer-range perspective.
The debt securities portion of the Portfolio is managed with an objective to
increase income and preserve or enhance total return by actively managing
average portfolio duration in light of market conditions and trends. The debt
securities portion of the Series is invested in a diversified portfolio
consisting primarily of U.S. Government and Agency Securities and investment
grade debt securities issued by financial institutions, corporation, 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") and comparable unrated securities. The dollar-weighted
average duration of the debt securities portion of the Series will not exceed
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. 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.

The Series may invest up to 10% of the debt securities portion of its
investment, 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 at the time of purchase, at least 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 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 lend portfolio securities. For more
information on lower rated securities, see "Ratings of Debt Securities" on page
10 and "Fixed Income Securities" and Appendix A in the SAI.

Investments in small- and mid-cap company stocks may present greater
opportunities for capital appreciation than investments in stocks of
large-capitalization companies. However, small- and mid-cap company stocks may
have higher risk and volatility. These companies may have limited product lines,
market or financial resources, or they may be dependent upon a limited
management group. Small- and mid-cap company stocks generally are not as broadly
traded as large-cap company stocks and their prices thus may fluctuate more
widely and abruptly. Any such movements in stocks held by the Series would be
reflected in the Portfolio's net asset value. Small- and mid-cap company stocks
also are less researched than large-cap company stocks and are often overlooked
in the market.

9
<PAGE> 61

- -----------------------------------------------------
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 N&B Management believes that such action is advisable. See
"Notes to Financial Highlights" for more information about the portfolio
turnover rates for the Balanced Portfolio and AMT Balanced Investments.

- -------------------------------------
Ratings of Debt Securities
- --------------------------------------------------------------------------------

HIGH QUALITY DEBT SECURITIES. High quality debt securities are securities
that have received a rating from at least one NRSRO, such as S&P, Moody's, Fitch
Investors Services, Inc., 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.

LOWER-RATED 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 debt securities that are below investment grade, but rated at
least 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."

Lower-rated debt securities or "junk bonds" are those rated below the fourth
highest category by all NRSROs that have rated them (including those securities
rated as low as D by S&P) or unrated securities of comparable quality.
Securities rated below investment grade may be considered speculative.
Securities rated B are judged to be predominately speculative with respect to
their capacity to pay interest and repay principal in accordance with the terms
of the obligations. Although these securities generally offer higher yields than
investment grade debt securities with similar maturities, lower-quality
securities involve greater risks, including the possibility of default or
bankruptcy.
Changes in economic conditions, changes in interest rates, or developments
regarding the entity issuing the security are more likely to cause price
volatility and weaken the capacity of the issuer to make principal and interest
payments than is the case for higher-grade debt securities. In addition, a fund
that invests in lower-quality securities may incur additional expenses to the
extent recovery is sought on defaulted securities. Because of the many risks
involved in investing in high-yield securities, the success of such investments
is dependent on the credit analysis of N&B Management. It is uncertain how
high-yield securities will perform in a market with rising or continually high
interest rates. Additionally, lower-rated debt securities tend to be less liquid
than other securities because the

10
<PAGE> 62

If the quality of securities held by AMT Balanced 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.

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 or to enter into
reverse repurchase agreements. 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.

- --------------
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.
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

11
<PAGE> 63

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.

12
<PAGE> 64

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 ten-year period and since inception through the most recent calendar quarter
and is determined by calculating the change in value of a hypothetical $1,000
investment in the Portfolio for each of those periods. Total return calculations
assume reinvestment of all Portfolio dividends and distributions from net
investment income and net realized gains, respectively.

All performance information presented for the Portfolio is based on past
performance and does not predict or guarantee future performance. Share prices
may vary, and shares when redeemed may be worth more or less than their original
purchase price. Any Portfolio performance information presented will also
include or be accompanied by performance information for the Life Company
separate accounts investing in the Trust which will take into account insurance
related charges and other 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.

13
<PAGE> 65

INFORMATION REGARDING ORGANIZATION,

CAPITALIZATION, AND OTHER MATTERS

- -----------------
The Series
- --------------------------------------------------------------------------------

14
<PAGE> 66

15
<PAGE> 67

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 on each day the NYSE is open.

The Series generally values its debt 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 values its equity securities (including options) listed on the
NYSE, the American Stock Exchange, other national exchanges, or the NASDAQ
market, and other securities for which market quotations are readily available,
at the last sale price on the day the securities are being valued. If there is
no reported sale of such a security on that day, the security is valued at the
mean between its closing bid and asked prices on that day. 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.

If N&B Management believes that the price of a security obtained under the
Series' valuation procedures (as described above) does not represent the amount
that the Series reasonably expects to receive on a current sale of the security,
the Series will value the security based on a method that the trustees of
Managers Trust believe accurately reflects fair value.

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DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

- -----------------
Tax Status
- --------------------------------------------------------------------------------

The 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 not have to pay 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 it distributes to its
shareholders. The 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 the 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 the 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 the Series will not
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 Portfolio and its shareholders; see the
SAI for a more detailed discussion. Prospective shareholders are urged to
consult their tax advisers.

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<PAGE> 69

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" on page 22.
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Variable Contracts (that is, the assets of the Series), which are in addition to
the diversification requirements imposed on the Portfolios by the 1940 Act and
Subchapter M of the Code. Failure to satisfy those standards would result in
imposition of Federal income tax on a Variable Contract owner with respect to
the increase in the value of the Variable Contract. Section 817(h)(2) provides
that a segregated asset account that funds contracts such as the Variable
Contracts is treated as meeting the diversification standards if, as of the
close of each calendar quarter, the assets in the account meet the
diversification requirements for a regulated investment company and no more than
55% of those assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.
The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.
AMT 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.
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.

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<PAGE> 70

MANAGEMENT AND ADMINISTRATION

- -------------------------------
Trustees and Officers
- --------------------------------------------------------------------------------
The trustees of the Trust and Managers Trust, who are currently the same
individuals, have oversight 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.

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
Series, N&B Management currently serves as investment manager or investment
adviser of other mutual funds. Neuberger&Berman acts as sub-adviser for the
Series and other mutual funds managed by N&B Management. These funds had
aggregate net assets of approximately $20.7 billion as of December 31, 1997.

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 $9.3
billion of assets as of December 31, 1997.
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, 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.
Jennifer K. Silver and Brooke A. Cobb are primarily responsible for the
day-to-day management of the equity security portion of AMT Balanced
Investments. Ms. Silver is Director of the Neuberger&Berman Growth Equity Group,
and both she and Mr. Cobb are Vice Presidents of N&B Management. Ms. Silver is a
principal of Neuberger&Berman. Both Ms. Silver and Mr. Cobb have had
responsibility for AMT Balanced Investments (equity portion) since July 1997.
Previously, Ms. Silver was a portfolio manager for several large mutual funds
managed by a prominent investment adviser. Mr. Cobb was the chief investment
officer for an investment advisory firm managing individual accounts from 1995
to 1997 and, from 1992 to 1995, a portfolio manager of a large mutual fund
managed by a prominent investment adviser.

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<PAGE> 71

N&B Management serves as distributor in connection with the offering of the
Portfolio's shares. In connection with the sale of the Portfolio's shares, the
Portfolio has authorized the distributor to give only such information and to
make only such statements and representations as are contained in the
Portfolio's Prospectus. The distributor is responsible only for information
given and statements and representations made in the Portfolio's Prospectus and
is not responsible for any information given or any statements or
representations made by the Life Companies or by brokers or salespersons in
connection with Variable Contracts.
Neuberger&Berman acts as the principal broker for 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.
The principals and employees of Neuberger&Berman and officers and employees
of N&B Management, together with their families, have invested over $120 million
of their own money in Neuberger&Berman Funds.
To mitigate the possibility that the Series will be adversely affected by
personal trading of employees, the Trust, Managers Trust, N&B Management, and
Neuberger&Berman have adopted policies that restrict securities trading in
personal accounts of the portfolio managers and others who normally come into
possession of information on portfolio transactions.

YEAR 2000. Like other financial and business organizations, the Portfolios
and Series could be adversely affected if computer systems they rely on do not
properly process date-related information and data involving the years 2000 and
after. N&B Management and Neuberger&Berman are taking steps that they believe
are reasonable to address this problem in their own computer systems and to
obtain assurances that comparable steps are being taken by the Portfolios' and
Series' other major service providers. N&B Management also attempts to evaluate
the potential impact of this problem on the issuers of investment securities
that the Series purchase. However, there can be no assurance that these steps
will be sufficient to avoid any adverse impact on the Portfolios and Series.

- ---------------
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 may sub-contract 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)
- --------------------------------------------------------------------------------

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<PAGE> 72

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, 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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<PAGE> 73

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, N&B Management is required 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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<PAGE> 74

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, including
support services such as providing information about the Trust and the
Portfolios, the delivery of Trust documents, and other services. Any such
payments are made by N&B Management, and not by the Trust, and N&B Management
does not receive any separate fees for such expenses.
DESCRIPTION OF INVESTMENTS

In addition to the securities referred to in "Investment Program" herein,
AMT 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), Freddie Mac (also
known as the Federal Home Loan Mortgage Corporation), Student Loan Marketing
Association (commonly known as "Sallie Mae") 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 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, RESTRICTED AND RULE 144A SECURITIES. The Series may invest up to
15% of its net assets in illiquid securities, which are securities that cannot
be expected to be sold within seven days at approximately the price at which
they are valued. These may include unregistered or other restricted securities
and repurchase agreements maturing in greater than seven days. Illiquid
securities may also include commercial paper under Section 4(2) of the
Securities Act of 1933, and Rule 144A securities (restricted securities that may
be traded freely among qualified institutional buyers pursuant to an exemption
from the registration requirements of the securities laws); these securities are
considered illiquid unless N&B Management, acting pursuant to guidelines
established by the trustees of Managers Trust, determines they are liquid.
Generally, foreign securities freely tradable in their principal market are not
considered restricted or illiquid. Illiquid securities may be difficult for the
Series to value or dispose of due to the absence of an active trading market.
The sale of some illiquid securities by the Series may be subject to legal
restrictions which could be costly to the Series. Due to the absence of an
active trading market, a Series may experience difficulty in valuing or
disposing of illiquid securities.

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<PAGE> 75

during the period the Series holds the securities, 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.

EQUITY SECURITIES. Equity securities may include common stocks, preferred
stocks, convertible securities and warrants. Common stocks and preferred stocks
represent shares of ownership in a corporation. Preferred stocks usually have
specific dividends and rank after bonds and before common stock in claims on
assets of the corporation should it be dissolved. Increases and decreases in
earnings are usually reflected in a corporation's stock price. Convertible
securities are debt or preferred equity securities convertible into common
stock. Usually, convertible securities pay dividends or interest at rates higher
than common stock, but lower than other securities. Convertible securities
usually participate to some extent in the appreciation or depreciation of the
underlying stock into which they are convertible. Warrants are options to buy a
stated number of shares of common stock at a specified price anytime during the
life of the warrants. Equity securities' prices fluctuate based on changes in a
corporation's financial condition and on changes in markets or economic
conditions, which may cause fluctuations in the Portfolio's NAV per share.

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. This 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 United States. 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.
Factors affecting investments in foreign securities include, but are not
limited to, varying custody, brokerage and settlement practices which may cause
delays and expose the Series to the creditworthiness of a foreign broker;
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, nationalization, or confiscatory
taxation; the imposition of foreign withholding and other taxes; potentially
adverse local, political, economic, social, or diplo-

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matic developments; limitations on the movement of funds or other assets of the
Series between different countries; difficulties in invoking legal process
abroad and enforcing contractual obligations; and the difficulty of assessing
economic trends in foreign countries. Investment in foreign securities also
involves higher brokerage and custodian expenses than does investment in
domestic securities.
In addition, investing in securities of foreign companies and governments
may involve other risks which are not ordinarily associated with investing in
domestic securities. 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 between the U.S. dollar and a foreign
currency will reduce the value of certain portfolio securities irrespective of
the performance of the underlying investment. In addition, the Series generally
will 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 heavily dependent on foreign
oil and 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. The Series may invest in debt securities rated
below investment grade and unrated securities.

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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price at any time during a specified period if the purchaser decides to exercise
the option. The maximum price the Series may realize on the security during the
option period is the fixed price. The Series continues to bear the risk of a
decline in the security's price, although this risk is reduced by the premium
received for writing the option.

The Series also may try to reduce the risk of securities price changes
(hedge) or manage portfolio duration by entering into interest-rate futures
contracts traded on futures exchanges and purchasing and writing options on
futures contracts. The Series also 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 transactional expense and certain
risks, including 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 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. 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 ("Financial 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 Financial Instruments; (2) possible lack of
a liquid secondary market for Financial Instruments and the resulting inability
to close out an Instrument when desired; (3) the fact that the use of Financial
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 Financial Instruments 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 Financial Instruments.
When the Series uses Financial 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 that will be
issued at a future date (generally within two months) and pays for the
securities when they are delivered. If the seller fails to complete the sale,
the Series may lose the opportunity to obtain a favorable price and yield.
When-issued securities or securities subject to a forward commitment may decline
or increase in value during the period from the Series' investment commitment to
the settlement of the purchase, which may magnify fluctuation in the Series' and
the Portfolio's 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.

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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. The Series may enter
into reverse repurchase agreements. In a reverse repurchase agreement, the
Series sells securities to a bank or securities dealer and at the same time
agrees to repurchase the same securities at a higher price on a specific date.
During the period before the repurchase, the Series continues to receive
principal and interest payments on the securities. The Series will place cash
or appropriate liquid 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
counter-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.
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, Fannie Mae and Freddie Mac
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 market 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.

27
<PAGE> 79

credit enhancements, payment of interest and principal ultimately depends upon
individuals paying the underlying loans, which may be affected adversely by
general downturns in the economy. 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.

CALLABLE BONDS. Many bonds give the issuer the right to repay them early.
If the issuer of a callable bond exercises this right during a period of falling
interest rates, the Series may not be able to invest the proceeds at a
comparably high rate of return.

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.

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. Among the variable and floating rate securities in which
the Series may invest are so-called guaranteed investment contracts ("GICs")
issued by insurance companies. In the event of insolvency of the issuing
insurance company, the ability of the Series to recover its assets may depend on
the treatment of GICs under state insurance law. GICs are generally regarded as
illiquid.

ZERO COUPON, STEP COUPON AND PAY-IN-KIND SECURITIES. The Series may invest
in zero coupon securities and step coupon securities. These securities do not
pay interest currently; instead, they are sold at a deep discount from their
face value and are redeemed at face value when they mature. Because these
securities 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 these securities' purchase price and their
face value. Pay-in-kind securities pay interest through the issuance of
additional securities. Because the Series is required by the federal tax law to
distribute to its shareholders at least annually substantially all of its
income, including non-cash income attributable to zero coupon and pay-in-kind
securities, the Series may have to dispose of securities to obtain cash for such
distributions.

28
<PAGE> 80

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 generally 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 adversely 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 restructuring of the federal income
tax system. These developments could reduce the value of all municipal
securities, or the securities of particular issuers.

29
<PAGE> 81

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.

30
<PAGE> 82

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 - 1997

<TABLE>
<CAPTION>
FIXED ASSET ALLOCATION COMPARISON TO 100%
S&P "500"/2 YR. TREASURY NOTES S&P "500" ALLOCATION
- ---------------------------------------------------------------------
<S> <C> <C>
100/0 (100% S&P "500")
Return 11.63% 100.0%
Volatility 15.7 % 100.0%
70/30
Return 10.43 89.68
Volatility 11.3 72.8
60/40
Return 9.99 85.90
Volatility 9.9 63.0
50/50
Return 9.53 81.94
Volatility 8.6 54.3
0/100
Return 6.94 59.67
Volatility 4.1 26.0
</TABLE>

31
<PAGE> 83

BALANCED PORTFOLIO
(FOR QUALIFIED PLANS)
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

PROSPECTUS
MAY 1, 1998

NBAMT0170598

<PAGE> 84

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 DIRECTLY CORRESPONDS 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 STRUCTURE THAT YOU SHOULD
CONSIDER, SEE "INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER
MATTERS" ON PAGE 15.

The SEC maintains an internet site at http://www.sec.gov that contains this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY
BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 85

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 3
Management 4
The Neuberger&Berman Investment Approach 4
EXPENSE INFORMATION 5
Shareholder Transaction Expenses 5
FINANCIAL HIGHLIGHTS 7
Selected Per Share Data and Ratios 7
INVESTMENT PROGRAM 10
AMT Balanced Investments 10
Special Considerations of Small- and
Mid-Cap Company Stocks 11
Short-Term Trading; Portfolio Turnover 12
Other Investments 12
Ratings of Debt Securities 12
Borrowings 13
Duration 13
PERFORMANCE INFORMATION 14
INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS 15
The Portfolios 15
The Series 15
SHARE PRICES AND NET ASSET VALUE 17

DIVIDENDS, OTHER DISTRIBUTIONS AND
TAX STATUS 18
Dividends and Other Distributions 18
Tax Status 18
SPECIAL CONSIDERATIONS 19
MANAGEMENT AND ADMINISTRATION 20
Trustees and Officers 20
Investment Manager, Administrator,
Sub-Adviser and Distributor 20
Expenses 21
Expense Limitation 22
Transfer and Dividend Paying Agent 22
DISTRIBUTION AND REDEMPTION OF TRUST
SHARES 23
Distribution and Redemption of Trust
Shares 23
Distribution Plan 23
SERVICES 24
DESCRIPTION OF INVESTMENTS 24
USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION 30
APPENDIX A TO PROSPECTUS 31
APPENDIX B TO PROSPECTUS 32
</TABLE>

2
<PAGE> 86

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. This is sometimes called a master/feeder fund structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the Trust is currently the only investor in each Series,
investment in a Series by investors in addition to the Trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 15. For more details
about AMT Balanced Investments, its investments and their risks, see "Investment
Program" on page 10, "Ratings of Debt Securities" on page 12, "Borrowings" on
page 13, and "Description of Investments" on page 24.

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 10, and related information. Of
course, there can be no assurance that the 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 Equity securities of small, medium
reasonable current income without and large capitalization companies
undue risk to principal and short- to intermediate-term debt
securities, primarily investment
grade
- - -
</TABLE>

- ------------------------
Risk Factors
- --------------------------------------------------------------------------------

An investment in any Portfolio involves certain risks, depending upon the
types of investments made by its corresponding Series. Special risk factors
apply to investments, which may be made by AMT Balanced Investments, in equity
securities, foreign securities, options and futures contracts, zero coupon
bonds, pay-in-kind bonds and debt securities rated below investment grade. AMT
Balanced Investments may invest in fixed income securities, the value of which,
measured in the currency in which they are denominated, 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. The
value of debt securities is also affected by the creditworthiness of the issuer.

3
<PAGE> 87

- ----------------------
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 administrative services to the Series
and the Portfolio and acts as distributor of the shares of the Portfolio. See
"Management and Administration" on page 20.

- ----------------------------------------------------
The Neuberger&Berman Investment Approach
- --------------------------------------------------------------------------------

4
<PAGE> 88

EXPENSE INFORMATION

This section gives you certain information about the expenses of the
Balanced Portfolio and its corresponding Series. See "Performance Information"
on page 14 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.

<TABLE>
<CAPTION>
BALANCED PORTFOLIO

- ----------------------------------------------------------------------------------
<S> <C>
Sales Charge Imposed on Purchases NONE
Sales Charge Imposed on Reinvested Dividends NONE
Deferred Sales Charges NONE
Redemption Fees NONE
Exchange Fees NONE
</TABLE>

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 administration fees
incurred by the Balanced Portfolio and management fees incurred by AMT Balanced
Investments during the past fiscal year. For more information, see "Management
and Administration" on page 20 and "Investment Management, Advisory and
Administration Services" in the SAI.

As set forth under "Management and Administration -- Expense Limitation" on
page 22, 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

5
<PAGE> 89

the Balanced Portfolio, you would have paid the following amounts of total
expenses if you closed your account at the end of the following time periods:

<TABLE>
<CAPTION>
1 YEAR 2 YEARS 3 YEARS 4 YEARS
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCED PORTFOLIO $11 $33 $57 $127
</TABLE>

6
<PAGE> 90

FINANCIAL HIGHLIGHTS

- ----------------------------------------------
Selected Per Share Data and Ratios
- --------------------------------------------------------------------------------

The financial information in the following table for the Balanced Portfolio
as of December 31, 1997, 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 a free copy of the annual report. Also, see
"Performance Information" on page 14.

7
<PAGE> 91

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

-----------------------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income .36 .34 .32 .30 .34 .40 .47 .49 .30
Net Gains or Losses on
Securities (both
realized and
unrealized) 2.59 .75 3.06 (.80) .61 .72 2.16 (.27)(4) 1.34

-----------------------------------------------------------------------------------------------------
Total From
Investment
Operations 2.95 1.09 3.38 (.50) .95 1.12 2.63 .22 1.64

-----------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) (.30) (.41) (.28) (.23) (.20) (.19) (.19) (.07) --
Distributions (from net
capital gains) (.77) (2.28) (.09) (.38) (.03) (.19) -- (.07) --

-----------------------------------------------------------------------------------------------------
Total Distributions (1.07) (2.69) (.37) (.61) (.23) (.38) (.19) (.14) --

-----------------------------------------------------------------------------------------------------
Net Asset Value, End of
Year $17.80 $15.92 $17.52 $14.51 $15.62 $14.90 $14.16 $11.72 $11.64

-----------------------------------------------------------------------------------------------------
Total Return(9) +19.45% +6.89% +23.76% -3.36% +6.45% +8.06% +22.68% +1.95% +16.40%(5)

-----------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $161.9 $173.2 $144.4 $179.3 $161.1 $ 87.1 $28.3 $6.9 $0.6

-----------------------------------------------------------------------------------------------------
Ratio of Gross Expenses
to Average Net
Assets(7) 1.04% 1.09% .99% -- -- -- -- -- --
Ratio of Net Expenses to
Average Net Assets(10) 1.04% 1.09% .99% .91% .90% .95% 1.10% 1.35% 1.70%(6)

-----------------------------------------------------------------------------------------------------
Ratio of Net Investment
Income to Average Net
Assets(10) 2.07% 1.84% 1.99% 1.91% 1.96% 2.33% 3.00% 4.00% 3.28%(6)

-----------------------------------------------------------------------------------------------------
Portfolio Turnover
Rate(8) -- -- 21% 55% 114% 82% 69% 77% 58%

-----------------------------------------------------------------------------------------------------
</TABLE>

8
<PAGE> 92

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.

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 or paid any brokerage commissions. Portfolio turnover rates
for AMT Balanced Investments for the period from May 1, 1995 to December 31,
1995 and the years ended December 31, 1996 and 1997 were 55%, 87% and 103%,
respectively. The average commission rates paid for the period from May 1,
1995 to December 31, 1995 and for the years ended December 31, 1996 and 1997
were $0.0451, $0.0572 and $0.0388, respectively.

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
fiscal period and assumes dividends and other 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 charges and other
expenses that apply to the separate account or the related insurance
policies, and the inclusion of these charges and other expenses would reduce
the total return figures for all fiscal periods shown. Qualified Plans that
are direct shareholders of the Portfolio are not affected by insurance
charges and related expenses.

9
<PAGE> 93

INVESTMENT PROGRAM

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
- --------------------------------------------------------------------------------
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.

10
<PAGE> 94

Company Stocks". This portion of the Series does not seek to invest in
securities that pay dividends or interest, and any such income is incidental.

The debt securities portion of the Portfolio is managed with an objective to
increase income and preserve or enhance total return by actively managing
average portfolio duration in light of market conditions and trends. The debt
securities portion of the Series is invested in a diversified portfolio
consisting primarily of U.S. Government and Agency securities and investment
grade debt securities issued by financial institutions, corporation, 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") and comparable unrated securities. The dollar-weighted
average duration of the debt securities portion of the Series will not exceed
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. 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.

The Series may invest up to 10% of the debt securities portion of its
investment, 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 at the time of purchase, at least 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 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 lend portfolio securities. For more
information on lower rated securities, see "Ratings of Debt Securities" on page
12 and "Fixed Income Securities" and Appendix A in the SAI.

- -----------------------------------------------------------------------
Special Considerations of Small- and Mid-Cap Company Stocks
- --------------------------------------------------------------------------------

Investments in small- and mid-cap company stocks may present greater
opportunities for capital appreciation than investments in stocks of
large-capitalization companies. However, small- and mid-cap company stocks may
have higher risk and volatility. These companies may have limited product lines,
market or financial resources, or they may be dependent upon a limited
management group. Small- and mid-cap company stocks generally are not as broadly
traded as large-cap company stocks and their prices thus may fluctuate more
widely and abruptly. Any such movements in stocks held by the Series would be
reflected in the Portfolio's net asset value. Small- and mid-cap company stocks
also are less researched than large-cap company stocks and are often overlooked
in the market.

11
<PAGE> 95

- --------------------------------------------------
Short-Term Trading; Portfolio Turnover
- --------------------------------------------------------------------------------

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

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 by N&B Management to be of
comparable quality. Securities rated by Moody's in its fourth highest category
(Baa) may have speculative characteristics; a change in economic factors could
lead to a weakened capacity of the issuer to repay.
LOWER-RATED 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 debt securities that are below investment grade, but rated at
least 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."
Lower-rated debt securities or "junk bonds" are those rated below the fourth
highest category by all NRSROs that have rated them (including those securities
rated as low as D by S&P) or unrated securities of comparable quality.
Securities rated below investment grade may be considered speculative.
Securities rated B are judged to be predominately speculative with respect to
their capacity to pay interest and repay principal in accordance with the terms
of the obligations. Although these securities generally offer higher yields than
investment grade debt securities with similar maturities, lower-quality
securities involve greater risks, including the possibility of default or
bankruptcy.
Changes in economic conditions, changes in interest rates, or developments
regarding the entity issuing the security are more likely to cause price
volatility and weaken the capacity of the issuer to make principal and interest
payments than is the case for higher-grade debt securities. In addition, a fund
that invests in lower-quality securities may incur additional expenses to the
extent recovery is sought on defaulted securities. Because of the many risks
involved in investing in high-yield securities, the success of such investments
is dependent on the credit analysis of N&B Management. It is uncertain how
high-yield securities will perform in a market with rising or continually high
interest rates. Additionally, lower-rated debt securities tend to be less liquid
than other securities because the

12
<PAGE> 96

market for them may not be as broad or active; judgment may play a greater role
in pricing such securities than it does for more liquid securities. N&B
Management seeks to reduce the risks associated with investing in such
securities by limiting the Series' holdings in them and by extensively analyzing
the potential benefits of such an investment in relation to the associated
risks.
If the quality of securities held by AMT Balanced 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.
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 or to enter into
reverse repurchase agreements. 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.

- --------------------
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.
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.

13
<PAGE> 97

PERFORMANCE INFORMATION

All performance information presented for the Portfolio is based on past
performance and does not predict or guarantee future performance. Share prices
may vary, and shares when redeemed may be worth more or less than their original
purchase price. 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.

14
<PAGE> 98

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 eight separate Portfolios. Each Portfolio invests all of its
net investable assets in its corresponding Series, in each case receiving a
beneficial interest in that Series. The trustees of the Trust may establish
additional portfolios or classes of shares, without the approval of
shareholders. The assets of each Portfolio belong only to that Portfolio, and
the liabilities of each Portfolio are borne solely by that Portfolio and no
other.

DESCRIPTION OF SHARES. Each Portfolio is authorized to issue an unlimited
number of shares of beneficial interest (par value $0.001 per share). Shares of
each Portfolio represent equal proportionate interests in the assets of that
Portfolio only and have identical voting, dividend, redemption, liquidation, and
other rights. All shares issued are fully paid and non-assessable under Delaware
law, and shareholders have no preemptive or other right to subscribe to any
additional shares.
SHAREHOLDER MEETINGS. The trustees of the Trust do not intend to hold
annual meetings of shareholders of the Portfolios. The trustees will call
special meetings of shareholders of a Portfolio only if required under the 1940
Act or in their discretion or upon the written request of holders of 10% or more
of the outstanding shares of that Portfolio entitled to vote. Pursuant to
current interpretations of the 1940 Act, the Life Companies will solicit voting
instructions from Variable Contract owners with respect to any matters that are
presented to a vote of shareholders of that Portfolio.
CERTAIN PROVISIONS OF THE TRUST INSTRUMENT. Under Delaware law, the
shareholders of a Portfolio will not be personally liable for the obligations of
any Portfolio; a shareholder is entitled to the same limitation of personal
liability extended to shareholders of corporations. To guard against the risk
that Delaware law might not be applied in other states, the Trust Instrument
requires that every written obligation of the Trust or a Portfolio contain a
statement that such obligation may be enforced only against the assets of the
Trust or Portfolio and provides for indemnification out of Trust or Portfolio
property of any shareholder nevertheless held personally liable for Trust or
Portfolio obligations, respectively.

- ----------------------
The Series
- --------------------------------------------------------------------------------

15
<PAGE> 99

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.
The trustees of the Trust and Managers Trust believe that investment in a
Series by other potential investors may enable the Series to realize economies
of scale that could reduce operating expenses, thereby producing higher returns
and benefiting all shareholders. However, 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 to the Portfolio. That distribution could result in a less diversified
portfolio of investments for the Portfolio and could affect adversely the
liquidity of the Portfolio's investment portfolio. If a Portfolio decided to
convert those securities to cash, it usually would incur brokerage fees or other
transaction costs. If a Portfolio withdrew its investment from a Series, the
trustees would consider what action might be taken, including the investment of
all of the Portfolio's net investable assets in another pooled investment entity
having substantially the same investment objective as the Portfolio or the
retention by the Portfolio of its own investment manager to manage its assets in
accordance with its investment objective, policies, and limitations. The
inability of the Portfolio to find a suitable replacement could have a
significant impact on shareholders.
INVESTOR MEETINGS AND VOTING. Each Series normally will not hold meetings
of investors except as required by the 1940 Act. Each investor in a Series will
be entitled to vote in proportion to its relative beneficial interest in the
Series. On most issues subjected to a vote of investors, as required by the 1940
Act and other applicable law, a Portfolio will solicit proxies from its
shareholders and will vote its interest in the Series in proportion to the votes
cast by the Portfolio's shareholders. Pursuant to current interpretations of the
1940 Act, the Life Companies who are shareholders of the Portfolio will solicit
voting instructions from contract owners with respect to any matters that are
presented to a vote of Portfolio shareholders. If there are other investors in a
Series, there can be no assurance that any issue that receives a majority of the
votes cast by Portfolio shareholders will receive a majority of votes cast by
all Series investors; indeed, if other investors hold a majority interest in the
Series, they could have voting control of the Series.
CERTAIN PROVISIONS. Each investor in a Series, including a Portfolio, will
be liable for all obligations of the Series, but not of the other Series.
However, the risk of an investor in a Series incurring financial loss on account
of such liability would be limited to circumstances in which the Series had
inadequate insurance and was unable to meet its obligations out of its assets.
Upon liquidation of a Series, investors would be entitled to share pro rata in
the net assets of the Series available for distribution to investors.

16
<PAGE> 100

SHARE PRICES AND NET ASSET VALUE

17
<PAGE> 101

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.

- ----------------------
Tax Status
- --------------------------------------------------------------------------------

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<PAGE> 102

SPECIAL CONSIDERATIONS

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Variable Contracts (that is, the assets of the Series), which are in addition to
the diversification requirements imposed on the Portfolios by the 1940 Act and
Subchapter M of the Code. Failure to satisfy those standards would result in
imposition of Federal income tax on a Variable Contract owner with respect to
the increase in the value of the Variable Contract. Section 817(h)(2) provides
that a segregated asset account that funds contracts such as the Variable
Contracts is treated as meeting the diversification standards if, as of the
close of each calendar quarter, the assets in the account meet the
diversification requirements for a regulated investment company and no more than
55% of those assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.
The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.
AMT 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.
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.

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<PAGE> 103

MANAGEMENT AND ADMINISTRATION

- ---------------------------------
Trustees and Officers
- --------------------------------------------------------------------------------
The trustees of the Trust and Managers Trust, who are currently the same
individuals, have oversight 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
- --------------------------------------------------------------------------------

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

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<PAGE> 104

- --------------------
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 may sub-contract 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 (SERIES) ADMINISTRATION (PORTFOLIO)
- -------------------------------------------------------------------------
<S> <C> <C>
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
</TABLE>

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<PAGE> 105

- ------------------------------
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, c/o 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.

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<PAGE> 106

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, N&B Management is required 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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<PAGE> 107

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, including
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

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), Freddie Mac (also
known as the Federal Home Loan Mortgage Corporation), Student Loan Marketing
Association (commonly known as "Sallie Mae") 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 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.

24
<PAGE> 108

Convertible securities are debt or preferred equity securities convertible into
common stock. Usually, convertible securities pay dividends or interest at rates
higher than common stock, but lower than other securities. Convertible
securities usually participate to some extent in the appreciation or
depreciation of the underlying stock into which they are convertible. Warrants
are options to buy a stated number of shares of common stock at a specified
price anytime during the life of the warrants. Equity securities' prices
fluctuate based on changes in a corporation's financial condition and on changes
in market or economic conditions, which may cause fluctuations in the
Portfolio's NAV per share.

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 principal
value of inflation-indexed securities declines in periods of deflation, but
holders at maturity receive no less than par. If inflation is lower than
expected during the period the Series holds the securities, 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.
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 United States, 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. This 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 United States. 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.
Factors affecting investments in foreign securities include, but are not
limited to, varying custody, brokerage and settlement practices which may cause
delays and expose the Series to the creditworthiness of a foreign broker;
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, nationalization, or confiscatory
taxation; the imposition of foreign withholding and other taxes; potentially
adverse local, political, economic, social, or diplo-

25
<PAGE> 109

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. The Series may invest in foreign corporate and
government debt securities rated below investment grade and unrated securities.

26
<PAGE> 110

The Series also may try to reduce the risk of securities price changes
(hedge) or manage portfolio duration by entering into interest-rate futures
contracts traded on futures exchanges and purchasing and writing options on
futures contracts. The Series also 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 transactional expense and certain
risks, including 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 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. The Series pays brokerage
commissions or spreads in connection with 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 ("Financial 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 Financial Instruments; (2) possible lack of
a liquid secondary market for Financial Instruments and the resulting inability
to close out a Instrument when desired; (3) the fact that the use of Financial
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 Financial Instruments 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 Financial Instruments.
When the Series uses Financial 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.

27
<PAGE> 111

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. The Series may enter into
reverse repurchase agreements. In a reverse repurchase agreement, the Series
sells securities to a bank or securities dealer and at the same time agrees to
repurchase the same securities at a higher price on a specific date. During the
period before the repurchase, the Series continues to receive principal and
interest payments on the securities. The Series will place cash or appropriate
liquid 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 counter-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.
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, Fannie Mae and Freddie Mac
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 market 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.

28
<PAGE> 112

ASSET-BACKED SECURITIES. Asset-backed securities represent interests in, or
are secured by and payable from pools of assets, such as consumer loans, CARS
("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, which
may be affected adversely by general downturns in the economy. 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.

CALLABLE BONDS. Many bonds give the issuer the right to repay them early.
If the issuer of a callable bond exercises this right during a period of falling
interest rates, the series may not be able to invest the proceeds at a
comparably high rate of return.
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 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 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.

29
<PAGE> 113

attributable to zero coupon and pay-in-kind securities, the Series may have to
dispose of securities to obtain cash for such distributions.

USE OF JOINT PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION

30
<PAGE> 114

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 - 1997

<TABLE>
<CAPTION>
FIXED ASSET ALLOCATION COMPARISON TO 100%
S&P "500"/2 YR. TREASURY NOTES S&P "500" ALLOCATION
- -----------------------------------------------------------------------
<S> <C> <C>
100/0 (100% S&P "500")
Return 11.63% 100.0%
Volatility 15.7% 100.0%
70/30
Return 10.43 89.68
Volatility 11.3 72.8
60/40
Return 9.99 85.90
Volatility 9.9 63.0
50/50
Return 9.53 81.94
Volatility 8.6 54.3
0/100
Return 6.94 59.67
Volatility 4.1 26.0
</TABLE>

31
<PAGE> 115

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.

32
<PAGE> 116

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. 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 the Portfolio
are calculated as of the close of regular trading on the NYSE, usually 4 p.m.
Eastern time.

Minimum investment requirements are shown below.

N&B Management, in its discretion, may accept or reject purchase orders or
waive the minimum investment requirements.

- -------------------
By Mail
- --------------------------------------------------------------------------------

Send your check 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 the Portfolio.
Your check to open a new account must be made payable on its face to
"Neuberger&Berman Funds." Generally, checks are not accepted unless made payable
to "Neuberger&Berman Funds." N&B Management reserves the right to accept certain
checks for subsequent investment made payable to the registered owner(s) of
those accounts.

- -------------------
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 Balanced Portfolio 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."

33
<PAGE> 117

- --------------------------------
By Exchanging Shares
- --------------------------------------------------------------------------------

Call 800-877-9700 for instructions on how to invest by exchanging shares of
another Neuberger&Berman Fund 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
- --------------------------------------------------------------------------------

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

N 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."

N 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.

N 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.

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

34
<PAGE> 118

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; 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 of the
Portfolio are calculated as the close of regular trading on the NYSE, usually 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 aggregating $200,000 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:
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.

35
<PAGE> 119

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

- -----------------------------
Other Information
- --------------------------------------------------------------------------------

N Usually, redemption proceeds will be mailed to you on the next business
day following the receipt of a proper redemption request, but in any case
within three calendar days of such receipt (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.

N 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 by wire transfer.

N The Portfolio may suspend redemptions or postpone payments on days when
the NYSE is closed, when trading on the NYSE is restricted, or as
permitted by the Securities and Exchange Commission.

N 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.

N No interest will accrue on amounts represented by uncashed redemption
checks.

36
<PAGE> 120

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. 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.

37
<PAGE> 121

SHAREHOLDER SERVICES

- ------------------------------
Exchange Privilege
- --------------------------------------------------------------------------------

To exchange your shares in the Portfolio for shares in another
Neuberger&Berman Fund, 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 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:

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

N An exchange order cannot be modified or canceled.

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

N An exchange may have tax consequences for you.

N 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.

N 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.

38
<PAGE> 122

- ---------------------------
Internet Access
- --------------------------------------------------------------------------------

N&B Management now maintains an Internet site on the World Wide Web at
HTTP://WWW.NBFUNDS.COM. You can access fund prices, information articles and
interactive worksheets to assist you in financial planning, and the prospectuses
of certain other Neuberger&Berman Funds.

39
<PAGE> 123

GUARDIAN PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

PROSPECTUS
MAY 1, 1998

NBLGP1940598
<PAGE> 124

Neuberger&Berman
ADVISERS MANAGEMENT TRUST

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

EACH PORTFOLIO INVESTS ALL OF ITS NET INVESTABLE ASSETS IN ITS CORRESPONDING
SERIES (EACH A "SERIES") OF ADVISERS MANAGERS TRUST ("MANAGERS TRUST"), AN
OPEN-END MANAGEMENT INVESTMENT COMPANY. AMT GUARDIAN INVESTMENTS, THE GUARDIAN
PORTFOLIO'S CORRESPONDING SERIES, IS MANAGED BY NEUBERGER&BERMAN MANAGEMENT
INCORPORATED(R) ("N&B MANAGEMENT"). AMT GUARDIAN INVESTMENTS INVESTS IN
SECURITIES IN ACCORDANCE WITH AN INVESTMENT OBJECTIVE, POLICIES, AND LIMITATIONS
IDENTICAL TO THOSE OF THE GUARDIAN PORTFOLIO. THE INVESTMENT PERFORMANCE OF THE
GUARDIAN PORTFOLIO DIRECTLY CORRESPONDS WITH THE INVESTMENT PERFORMANCE OF AMT
GUARDIAN INVESTMENTS. THIS "MASTER/FEEDER FUND" STRUCTURE IS DIFFERENT FROM THAT
OF MANY OTHER INVESTMENT COMPANIES WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES. FOR MORE INFORMATION ON THIS STRUCTURE THAT YOU SHOULD
CONSIDER, SEE "INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER
MATTERS" ON PAGE 10.

Please read this Prospectus before investing in the Guardian Portfolio and
keep it for future reference. It contains information about the Guardian
Portfolio that a prospective investor should know before investing. A Statement
of Additional Information ("SAI") about the Portfolio and the Series, dated May
1, 1998, is on file with the Securities and Exchange Commission ("SEC"). 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 this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

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

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 125

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 3
Management 3
The Neuberger&Berman Investment Approach 3
FINANCIAL HIGHLIGHTS 5
Selected Per Share Data and Ratios 5
INVESTMENT PROGRAM 7
AMT Guardian Investments 7
Short-Term Trading; Portfolio Turnover 7
Other Investments 7
Ratings of Debt Securities 7
Borrowings 8
PERFORMANCE INFORMATION 9
INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS 10
The Portfolios 10
The Series 10
SHARE PRICES AND NET ASSET VALUE 12
DIVIDENDS, OTHER DISTRIBUTIONS AND
TAX STATUS 13
Dividends and Other Distributions 13
Tax Status 13
SPECIAL CONSIDERATIONS 14

MANAGEMENT AND ADMINISTRATION 15
Trustees and Officers 15
Investment Manager, Administrator,
Sub-Adviser and Distributor 15
Expenses 16
Expense Limitation 16
Transfer and Dividend Paying Agent 17

DISTRIBUTION AND REDEMPTION OF TRUST
SHARES 18
Distribution and Redemption of Trust
Shares 18
Distribution Plan 18

SERVICES 19

DESCRIPTION OF INVESTMENTS 19

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION 23
</TABLE>

2
<PAGE> 126

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. This is sometimes called a master/feeder fund structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the Trust is currently the only investor in each Series,
investment in a Series by investors in addition to the Trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 10. For more details
about AMT Guardian Investments, its investments and their risks, see "Investment
Program" on page 7, "Ratings of Debt Securities" on page 7, "Borrowings" on page
8, and "Description of Investments" on page 19.

A summary of important features of the Guardian Portfolio and its
corresponding Series appears below. You should also read the complete
descriptions of the Portfolio and its corresponding Series' investment
objectives and policies, which begin on page 7, and related information. Of
course, there can be no assurance that the Portfolio will meet its investment
objective.

<TABLE>
<CAPTION>
NEUBERGER&BERMAN INVESTMENT PRINCIPAL SERIES
ADVISERS MANAGEMENT TRUST OBJECTIVE INVESTMENTS
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
GUARDIAN PORTFOLIO Capital appreciation and, Common stocks of long-
secondarily, current income established, high-quality
companies
- - -
</TABLE>

- -------------------
Risk Factors
- --------------------------------------------------------------------------------

- -------------------
Management
- --------------------------------------------------------------------------------

N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Guardian
Investments. N&B Management also provides administrative services to the Series
and the Portfolio and acts as distributor of the shares of the Portfolio. See
"Management and Administration" on page 15.

3
<PAGE> 127

restructuring with the potential to realize hidden values, strong management,
and low price-to-book value (net value of the company's assets).
A value-oriented manager believes that, over time, securities that are
undervalued are more likely to appreciate in price and be subject to less risk
of price decline than securities whose market prices have already reached their
perceived economic values. This approach also contemplates selling portfolio
securities when N&B Management believes they have reached their potential.

4
<PAGE> 128

FINANCIAL HIGHLIGHTS

- --------------------------------------------------
Selected Per Share Data and Ratios
- --------------------------------------------------------------------------------

The financial information in the following table for the Guardian Portfolio
as of December 31, 1997 has been audited by its independent auditors. You may
obtain further information about AMT Guardian Investments and the performance of
the Guardian 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
reports. Please call 800-877-9700 for free copies of the annual report. Also,
see "Performance Information" on page 9.

5
<PAGE> 129

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

-------
Income From Investment Operations
Net Investment Income .01
Net Gains or Losses on Securities (both realized and
unrealized) .51
-------
Total From Investment Operations .52
-------
Net Asset Value, End of Period $10.52
----------------
Total Return(3)(4) +5.20%
-------
Ratios/Supplemental Data
Net Assets, End of Period (in thousands) $567.3
-------
Ratio of Gross Expenses to Average Net Assets(5)(6)(7) 1.06%
Ratio of Net Expenses to Average Net Assets(6)(7) 1.00%
-------
Ratio of Net Investment Income to Average Net Assets(6)(7) .98%
-------
</TABLE>

NOTES:
1)The per share amounts which are shown have been computed based on the average
number of shares outstanding during the fiscal period.
2)The date investment operations commenced.
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 the
fiscal period and assumes dividends and other 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 would have
been lower if N&B Management had not reimbursed certain expenses. The total
return information shown does not reflect charges and other expenses that
apply to the separate account or the related insurance policies, and the
inclusion of these charges and other expenses would reduce the total return
figures for the fiscal period shown.
4)Not annualized.
5)The Portfolio is required to calculate an expense ratio without taking into
consideration any expense reductions related to expense offset arrangements.
6)Annualized.
7)After reimbursement of expenses by N&B Management as described in this
Prospectus under "Expense Limitation." Had N&B Management not undertaken such
action the annualized ratios of net expenses and net investment income to
average daily net assets would have been higher and lower, respectively.
8)Because the Portfolio only invests in its Series and that Series (rather than
the Portfolio) engages in securities transactions, no Portfolio calculates a
portfolio turnover rate or pays any brokerage commissions. For the fiscal
period ended December 31, 1997, the portfolio turnover rate for the Series was
12%, and the average commission rate paid by the Series was $0.0550.

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INVESTMENT PROGRAM

The investment policies and limitations of the Guardian Portfolio and its
corresponding Series, AMT Guardian Investments, are identical. The Portfolio
invests only in its corresponding Series. Therefore, the following shows you the
kinds of securities in which AMT Guardian Investments invests. For an
explanation of some types of investments, see "Description of Investments" on
page 19.

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

- -------------------------------------
AMT Guardian Investments
- --------------------------------------------------------------------------------
The investment objective of AMT Guardian Investments and its corresponding
Portfolio is to seek capital appreciation and, secondarily, current income. This
investment objective is not fundamental.
AMT Guardian Investments invests primarily in common stocks of
long-established, high-quality companies. AMT Guardian Investments uses the
value-oriented investment approach in selecting securities. Thus, N&B Management
looks for such factors as low price-to-earnings ratios, strong balance sheets,
solid management, and consistent earnings.

- -----------------------------------------------------
Short-Term Trading; Portfolio Turnover
- --------------------------------------------------------------------------------

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

It is anticipated that the annual portfolio turnover rate of AMT Guardian
Investments generally will not exceed 100%. See "Notes to Financial Highlights"
for more information about the turnover rates of the Portfolio and the Series.

- -------------------------------------
Ratings of Debt Securities
- --------------------------------------------------------------------------------
INVESTMENT GRADE DEBT SECURITIES. Investment grade debt securities are
those receiving ratings from at least one nationally recognized statistical
rating organization ("NRSRO"), such as Standard & Poor's Rating Group ("S&P"),
Moody's Investors Service, Inc. ("Moody's"), Fitch Investors Services Inc., or
Duff & Phelps Credit Rating Co., in one of the four highest rating categories
or, if unrated by any NRSRO, deemed by N&B Management to be of comparable
quality. Securities rated by Moody's in its fourth highest category (Baa) may
have

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<PAGE> 131

speculative characteristics; a change in economic factors could lead to a
weakened capacity of the issuer to repay. A further description of Moody's and
S&P's ratings is included in Appendix A to the SAI.
If the quality of securities held by the Series deteriorates so that the
securities would no longer satisfy its standards, the Series will engage in an
orderly disposition of the downgraded securities to the extent necessary to
ensure that the Series' holdings of such securities will not exceed 5% of the
Series' net assets.

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

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

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

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<PAGE> 132

PERFORMANCE INFORMATION

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

All performance information presented for the Portfolio is based on past
performance and does not predict or guarantee future performance. Share prices
may vary, and shares when redeemed may be worth more or less than their original
purchase price. Any Portfolio performance information presented will also
include or be accompanied by performance information for the Life Company
separate accounts investing in the Trust which will take into account
insurance-related charges and other 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.

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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 eight 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.

N&B Management serves as the investment manager to other investment
companies that offer their shares directly to the public, some of which have
names similar to the names of the Portfolios and Series, but are not part of the
Trust or Managers Trust. These other funds are offered by means of separate
prospectuses.

- ----------------
The Series
- --------------------------------------------------------------------------------

10
<PAGE> 134

11
<PAGE> 135

SHARE PRICES AND NET ASSET VALUE

The Guardian Portfolio's shares are bought or sold at a price that is the
Portfolio's net asset value ("NAV") per share. The NAVs for the Portfolio and
its corresponding Series are calculated by subtracting liabilities from total
assets (in the case of the Series, the market value of the securities the Series
holds plus cash and other assets; in the case of the Portfolio, its percentage
interest in its corresponding Series, multiplied by the Series' NAV, plus any
other assets). The Portfolio's per share NAV is calculated by dividing its NAV
by the number of Portfolio shares outstanding and rounding the result to the
nearest full cent.
The Portfolio and its corresponding Series calculate their NAVs as of the
close of regular trading on The New York Stock Exchange ("NYSE"), usually 4 p.m.
Eastern time on each day that the NYSE is open.

AMT Guardian Investments values its equity securities (including options)
listed on the NYSE, the American Stock Exchange, other national exchanges, or
the NASDAQ market, and other securities for which market quotations are readily
available, at the last sale price on the day the securities are being valued. If
there is no reported sale of such a security on that day, the security is valued
at the mean between its closing bid and asked prices on that day. 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.

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<PAGE> 136

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

- ----------------
Tax Status
- --------------------------------------------------------------------------------

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

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SPECIAL CONSIDERATIONS

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Variable Contracts (that is, the assets of the Series), which are in addition to
the diversification requirements imposed on the Portfolios by the 1940 Act and
Subchapter M of the Code. Failure to satisfy those standards would result in
imposition of Federal income tax on a Variable Contract owner with respect to
the increase in the value of the Variable Contract. Section 817(h)(2) provides
that a segregated asset account that funds contracts such as the Variable
Contracts is treated as meeting the diversification standards if, as of the
close of each calendar quarter, the assets in the account meet the
diversification requirements for a regulated investment company and no more than
55% of those assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.
The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.
AMT Guardian Investments will be managed with the intention of complying
with these diversification requirements. It is possible that, in order to comply
with these requirements, less desirable investment decisions may be made which
would affect the investment performance of the Portfolio.
Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, certain
Portfolios and Series of the Trust and Managers Trust have received a ruling
from the Internal Revenue Service concluding that the "look-through" rule of
Section 817, which would permit the segregated asset accounts to look through to
the underlying assets of the Series, will be available for the variable contract
diversification test. AMT Guardian Investments and the Guardian Portfolio have
applied for a similar ruling.

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MANAGEMENT AND ADMINISTRATION

Kent C. Simons and Kevin L. Risen are primarily responsible for the
day-to-day management of AMT Guardian Investments. Messrs. Simons and Risen are
Vice Presidents of N&B Management and principals of Neuberger&Berman, and have
had primary responsibility for AMT Guardian Investments since its inception in
October 1997. Mr. Simons has been a portfolio manager for Neuberger&Berman since
1981. Mr. Risen has been a portfolio manager for Neuberger&Berman since 1996. He
was a research analyst at Neuberger&Berman from 1992 to 1995.

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<PAGE> 139

The principals and employees of Neuberger&Berman and officers and employees
of N&B Management, together with their families, have invested over $120 million
of their own money in Neuberger&Berman Funds.
To mitigate the possibility that the Series will be adversely affected by
personal trading of employees, the Trust, Managers Trust, N&B Management, and
Neuberger&Berman have adopted policies that regulate securities trading in
personal accounts of the portfolio managers and others who normally come into
possession of information on portfolio transactions.

- ---------------
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 may sub-contract 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 (SERIES) ADMINISTRATION (PORTFOLIO)
- -----------------------------------------------------------------
<S> <C> <C>
GUARDIAN 0.55% of first $250 million 0.30%
0.525% of next $250 million
0.50% of next $250 million
0.475% of next $250 million
0.45% of next $500 million
0.425% of over $1.5 billion
</TABLE>

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.

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<PAGE> 140

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

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

- -------------------------------------------------
Transfer and Dividend Paying Agent
- --------------------------------------------------------------------------------

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<PAGE> 141

DISTRIBUTION AND REDEMPTION OF TRUST SHARES

- -------------------------------------------------------------
Distribution and Redemption of Trust Shares
- --------------------------------------------------------------------------------
Shares of the Trust are issued and redeemed in connection with investments
in and payments under the Variable Contracts issued through separate accounts of
the Life Companies which may or may not be affiliated with the Trust. Shares of
one Portfolio of the Trust are also offered directly to Qualified Plans. Shares
of the Trust are purchased and redeemed at net asset value.
The Boards of Trustees of the Trust and Managers Trust have undertaken to
monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, it is theoretically
possible that the interests of various Variable Contract owners participating in
the Trust and Managers Trust and the interests of Qualified Plans investing in
the Trust and Managers Trust may conflict. If such a conflict were to occur, one
or more Life Company separate accounts or Qualified Plans might withdraw its
investment in the Trust. This might force the Trust to sell portfolio securities
at disadvantageous prices.
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.

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SERVICES

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

U.S. GOVERNMENT AND AGENCY SECURITIES. U.S. Government securities are
obligations of the U.S. Treasury backed by the full faith and credit of the
United States. U.S. Government Agency securities are issued or guaranteed by
U.S. Government agencies, instrumentalities, or other U.S. Government-sponsored
enterprises, such as the Government National Mortgage Association ("GNMA"),
Fannie Mae (formerly Federal National Mortgage Association), Freddie Mac (also
known as the Federal Home Loan Mortgage Corporation, Student Loan Marketing
Association (commonly known as Sallie Mae), 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 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, RESTRICTED AND RULE 144A SECURITIES. The Series may invest up to
15% of its net assets in illiquid securities, which are securities that cannot
be expected to be sold within seven days at approximately the price at which
they are valued. These may include unregistered or other restricted securities
and repurchase agreements maturing in greater than seven days. Illiquid
securities may also include commercial paper under Section 4(2) of the
Securities Act of 1933, and Rule 144A securities (restricted securities that may
be traded freely among qualified institutional buyers pursuant to an exemption
from the registration requirements of the securities laws); these securities are
considered illiquid unless N&B Management, acting pursuant to guidelines
established by the trustees of Managers Trust, determines they are liquid.
Generally, foreign securities freely tradable in their principal market are not
considered restricted or illiquid. Illiquid securities may be difficult for a
Series to value or dispose of due to the absence of an active trading market.
The sale of some illiquid securities by the Series may be subject to legal
restrictions which could be costly to the Series. Due to the absence of an
active trading market, a Series may experience difficulty in valuing or
disposing of illiquid securities.

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<PAGE> 143

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. This limitation does not apply with respect to foreign
securities that are denominated in U.S. dollars, including American Depositary
Receipts (ADRs). Foreign securities (including those denominated in U.S. dollars
and ADRs) are affected by political or economic developments in foreign
countries.
The Series may invest in ADRs, European Depositary Receipts (EDRs), Global
Depositary Receipts (GDRs), and International Depositary Receipts (IDRs). ADRs
(sponsored or unsponsored) are receipts typically issued by a U.S. bank or trust
company evidencing its ownership of the underlying foreign securities. Most ADRs
are denominated in U.S. dollars and are traded on a U.S. stock exchange. Issuers
of the securities underlying unsponsored ADRs are not contractually obligated to
disclose material information in the United States. 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.
Factors affecting investments in foreign securities include, but are not
limited to, varying custody, brokerage and settlement practices which may cause
delays and expose the Series to the creditworthiness of a foreign broker;
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; nationalization, or confiscatory
taxation; the imposition of foreign withholding and other taxes; potentially
adverse local, political, economic, social, or diplomatic developments;
limitations on the movement of funds or other assets of the Series between
different countries; difficulties in invoking legal process abroad and enforcing
contractual obligations; and the difficulty of assessing economic trends in
foreign countries. Investment in foreign securities also involves higher
brokerage and custodian expenses than does investment in domestic securities.
In addition, investing in securities of foreign companies and governments
may involve other risks which are not ordinarily associated with investing in
domestic securities. These risks include changes in currency exchange rates

20
<PAGE> 144

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 between the U.S. dollar and a foreign
currency will reduce the value of certain portfolio securities irrespective of
the performance of the underlying investment. In addition, the Series generally
will 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 heavily dependent on foreign
oil and 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.

CALL OPTIONS. The Series may try to reduce the risk of securities price
changes (hedge) or generate income by writing (selling) covered call options
against portfolio securities and may purchase call options in related closing
transactions. When the Series writes a covered call option against a security,
the Series is obligated to sell that security to the purchaser of the option at
a fixed price at any time during a specified period if the purchaser decides to
exercise the option. The maximum price the Series may realize on the security
during the option period is the fixed price. The Series 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.

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<PAGE> 145

The primary risks in using call options are: (1) imperfect correlation or no
correlation between changes in market value of the securities or currencies held
by the Series and the prices of the options; (2) possible lack of a liquid
secondary market for options and the resulting inability to close out an options
contract when desired; (3) the fact that the use of options is a highly
specialized activity that involves skills, techniques and risks (including price
volatility and a high degree of leverage) different from those associated with
the selection of the Series' securities; (4) the fact that, although use of
options for hedging purposes can reduce the risk of loss, it also can reduce the
opportunity for gain, or even result in losses, by offsetting favorable price
movements in hedged investments; and (5) the possible inability of the Series to
purchase or sell a security at a time that would otherwise be favorable for it
to do so, or the possible need for the Series to sell a security at a
disadvantageous time, due to its need to maintain "cover" or to segregate
securities in connection with its use of options. When the Series uses options,
the Series will place cash, fixed income or equity securities in a segregated
account, or will "cover" its position to the extent required by SEC staff
policy. Options are considered derivatives.

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

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

SHORT SALES AGAINST-THE-BOX. The Series may make short sales
against-the-box. A short sale is "against-the-box" when, at all times during
which a short position is open, the Series owns an equal amount of such
securities,

22
<PAGE> 146

or owns securities giving it the right, without payment of future consideration,
to obtain an equal amount of securities sold short.

ZERO COUPON AND PAY-IN-KIND SECURITIES. The Series may invest in zero
coupon securities. These securities do not pay interest currently; instead, they
are sold at a deep discount from their face value and are redeemed at face value
when they mature. Because these securities 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 these securities'
purchase price and their face value. Pay-in-kind securities pay interest through
the issuance of additional securities. Because the Series is required by the
federal tax law to distribute to its shareholders at least annually
substantially all of its income, including non-cash income attributable to zero
coupon and pay-in-kind securities, the Series may have to dispose of securities
to obtain cash for such distributions.

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 the Portfolio and
Series that may be contained 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 the
Portfolio's and Series' use of a combined Prospectus and SAI.

23
<PAGE> 147

GROWTH PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

PROSPECTUS
MAY 1, 1998

NBAMT0110598
<PAGE> 148

Neuberger&Berman

ADVISERS MANAGEMENT TRUST

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

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 GROWTH INVESTMENTS, THE GROWTH
PORTFOLIO'S CORRESPONDING SERIES, IS MANAGED BY NEUBERGER&BERMAN MANAGEMENT
INCORPORATED(R) ("N&B MANAGEMENT"). AMT GROWTH INVESTMENTS INVESTS IN SECURITIES
IN ACCORDANCE WITH AN INVESTMENT OBJECTIVE, POLICIES, AND LIMITATIONS IDENTICAL
TO THOSE OF THE GROWTH PORTFOLIO. THE INVESTMENT PERFORMANCE OF THE GROWTH
PORTFOLIO DIRECTLY CORRESPONDS WITH THE INVESTMENT PERFORMANCE OF AMT GROWTH
INVESTMENTS. THIS "MASTER/FEEDER FUND" STRUCTURE IS DIFFERENT FROM THAT OF MANY
OTHER INVESTMENT COMPANIES WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES. FOR MORE INFORMATION ON THIS STRUCTURE THAT YOU SHOULD
CONSIDER, SEE "INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER
MATTERS" ON PAGE 11.

Please read this Prospectus before investing in the Growth Portfolio and
keep it for future reference. It contains information about the Growth Portfolio
that a prospective investor should know before investing. A Statement of
Additional Information ("SAI") about the Portfolios and the Series, dated May 1,
1998, is on file with the Securities and Exchange Commission ("SEC"). 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 this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

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

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 149

TABLE OF CONTENTS

SUMMARY 3
The Portfolios and Series 3
Risk Factors 3
Management 4
The Neuberger&Berman Investment Approach 4

FINANCIAL HIGHLIGHTS 5
Selected Per Share Data and Ratios 5

INVESTMENT PROGRAM 7
AMT Growth Investments 7
Special Considerations of Small- and
Mid-Cap Company Stocks 7
Short-Term Trading; Portfolio Turnover 8
Other Investments 8
Ratings of Debt Securities 8
Borrowings 9

PERFORMANCE INFORMATION 10

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS 11
The Portfolios 11
The Series 11

SHARE PRICES AND NET ASSET VALUE 13

DIVIDENDS, OTHER DISTRIBUTIONS AND
TAX STATUS 14
Dividends and Other Distributions 14
Tax Status 14

SPECIAL CONSIDERATIONS 15

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

DISTRIBUTION AND REDEMPTION OF TRUST
SHARES 19
Distribution and Redemption of Trust
Shares 19
Distribution Plan 19

SERVICES 20

DESCRIPTION OF INVESTMENTS 20

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION 25
</TABLE>

2
<PAGE> 150

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. This is sometimes called a master/feeder fund structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the Trust is currently the only investor in each Series,
investment in a Series by investors in addition to the Trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 11. For more details
about AMT Growth Investments, its investments and their risks, see "Investment
Program" on page 7, "Ratings of Debt Securities" on page 8, "Borrowings" on page
9, and "Description of Investments" on page 20.

A summary of important features of the Growth 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 7, and related information. Of
course, there can be no assurance that the Portfolio will meet its investment
objective.

<TABLE>
<CAPTION>
NEUBERGER&BERMAN INVESTMENT PRINCIPAL SERIES
ADVISERS MANAGEMENT TRUST OBJECTIVE INVESTMENTS

- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
GROWTH PORTFOLIO Capital appreciation, without regard Securities believed to have the
to income maximum potential for long-term
capital appreciation. Portfolio
managers seek stocks of companies
that are projected to grow at above-
average rates and that may appear
poised for a period of accelerated
earnings
- - -
</TABLE>

- -------------------
Risk Factors
- --------------------------------------------------------------------------------

3
<PAGE> 151

- -------------------
Management
- --------------------------------------------------------------------------------
N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Growth
Investments. N&B Management also provides administrative services to the Series
and the Portfolio and acts as distributor of the shares of the Portfolio. See
"Management and Administration" on page 16.

- --------------------------------------------------------------
The Neuberger&Berman Investment Approach
- --------------------------------------------------------------------------------

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

4
<PAGE> 152

FINANCIAL HIGHLIGHTS

- --------------------------------------------------
Selected Per Share Data and Ratios
- --------------------------------------------------------------------------------

The financial information in the following table for the Growth Portfolio as
of December 31, 1997 has been audited by its independent auditors. You may
obtain further information about AMT Growth Investments and the performance of
the Growth 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" on page 10.

5
<PAGE> 153

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,
1997(2) 1996(2) 1995(2) 1994 1993 1992 1991 1990 1989 1988
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Year $25.78 $25.86 $20.31 $24.28 $23.27 $21.47 $16.82 $20.28 $16.20 $12.86
------------------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income
(Loss) (.03) (.07) .01 .07 .13 .21 .31 .43 .43 .32
Net Gains or Losses on
Securities (both realized
and unrealized) 7.06 2.34 6.26 (1.11) 1.42 1.82 4.64 (2.04) 4.24 3.02
------------------------------------------------------------------------------------------------
Total From Investment
Operations 7.03 2.27 6.27 (1.04) 1.55 2.03 4.95 (1.16) 4.67 3.34
------------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) -- (.01) (.05) (.12) (.17) (.23) (.30) (.29) (.27) --
Distributions (from net
capital gains) (2.27) (2.34) (.67) (2.81) (.37) -- -- (1.56) (.32) --
------------------------------------------------------------------------------------------------
Total Distributions (2.27) (2.35) (.72) (2.93) (.54) (.23) (.30) (1.85) (.59) --
------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $30.54 $25.78 $25.86 $20.31 $24.28 $23.27 $21.47 $16.82 $20.28 $16.20
------------------------------------------------------------------------------------------------
Total Return(3) +29.01% +9.14% +31.73% -4.99% +6.79% +9.54% +29.73% -8.19% +29.47% +25.97%
------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in
millions) $583.7 $566.4 $537.8 $369.3 $366.5 $304.8 $228.9 $118.8 $92.8 $48.7
------------------------------------------------------------------------------------------------
Ratio of Gross Expenses to
Average Net Assets(4) .90% .92% .90% -- -- -- -- -- -- --
Ratio of Net Expenses to
Average Net Assets .90% .92% .90% .84% .81% .82% .86% .91% .97% .92%
------------------------------------------------------------------------------------------------
Ratio of Net Investment
Income (Loss) to Average
Net Assets (.11%) (.30%) .04% .26% .52% .92% 1.43% 2.12% 2.10% 2.12%
------------------------------------------------------------------------------------------------
Portfolio Turnover Rate(5) -- -- 9% 46% 92% 63% 57% 76% 105% 95%
------------------------------------------------------------------------------------------------
</TABLE>

NOTES:

1)The per share amounts which are shown have been computed based on the average
number of shares outstanding during each fiscal period.

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.

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 or
paid any brokerage commissions. Portfolio turnover rates for AMT Growth
Investments for the period from May 1, 1995 to December 31, 1995 and the years
ended December 31, 1996 and 1997 were 35%, 57% and 113%, respectively. The
average commission rates paid for the period from May 1, 1995 to December 31,
1995 and for the years ended December 31, 1996 and 1997 were $0.0412, $0.0582
and $0.0386, respectively.

6
<PAGE> 154

INVESTMENT PROGRAM

The investment policies and limitations of the Growth Portfolio and its
corresponding Series, AMT Growth Investments, are identical. The Portfolio
invests only in its corresponding Series. Therefore, the following shows you the
kinds of securities in which AMT Growth Investments invests. For an explanation
of some types of investments, see "Description of Investments" on page 20.
Investment policies and limitations of the Growth Portfolio and its
corresponding Series are not fundamental unless otherwise specified in this
Prospectus or the SAI. Fundamental policies and limitations may not be changed
without shareholder approval. A non-fundamental policy or limitation may be
changed by the trustees of the Trust without shareholder approval. There can be
no assurance that the Series and the Portfolio will achieve their objectives.
The Portfolio, by itself, does not represent a comprehensive investment program.
Additional investment techniques, features, and limitations concerning AMT
Growth Investments' investment program are described in the SAI.

Investments in small- and mid-cap company stocks may present greater
opportunities for capital appreciation than investments in stocks of
large-capitalization companies. However, small- and mid-cap company stocks may
have higher risk and volatility. These companies may have limited product lines,
market or financial resources, or they may be dependent upon a limited
management group. Small- and mid-cap company stocks generally are not as broadly
traded as large-cap company stocks and their prices thus may fluctuate more
widely and abruptly. Any such movements in stocks held by the Series would be
reflected in the Portfolio's net asset value. Small- and mid-cap company stocks
also are less researched than large-cap company stocks and are often overlooked
in the market.

7
<PAGE> 155

- -----------------------------------------------------
Short-Term Trading; Portfolio Turnover
- --------------------------------------------------------------------------------

While AMT Growth Investments does not purchase securities with the intention
of profiting from short-term trading, the Series may sell portfolio securities
when N&B Management believes that such action is advisable. It is anticipated
that the annual portfolio turnover rate of AMT Growth Investments may exceed
100% of some fiscal years. See "Notes to Financial Highlights" for more
information about the portfolio turnover rates for the Growth Portfolio and AMT
Growth Investments.

Turnover rates in excess of 100% generally result in higher transaction
costs (which are borne directly by the Series and indirectly by the Portfolio)
and a possible increase in short-term gains (or losses). See "Dividends, Other
Distributions and Tax Status" on page 14.

- --------------------------
Other Investments
- --------------------------------------------------------------------------------

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

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

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. The value of fixed income securities is also affected by
the creditworthiness of the issuer.

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.

8
<PAGE> 156

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

9
<PAGE> 157

PERFORMANCE INFORMATION

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

All performance information presented for the Portfolio is based on past
performance and does not predict or guarantee future performance. Share prices
may vary, and shares when redeemed may be worth more or less than their original
purchase price. Any Portfolio performance information presented will also
include or be accompanied by performance information for the Life Company
separate accounts investing in the Trust which will take into account
insurance-related charges and other 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.

10
<PAGE> 158

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS

- ----------------
The Series
- --------------------------------------------------------------------------------

11
<PAGE> 159

12
<PAGE> 160

SHARE PRICES AND NET ASSET VALUE

The Growth Portfolio's shares are bought or sold at a price that is the
Portfolio's net asset value ("NAV") per share. The NAVs for the Portfolio and
its corresponding Series are calculated by subtracting liabilities from total
assets (in the case of the Series, the market value of the securities the Series
holds plus cash and other assets; in the case of the Portfolio, its percentage
interest in its corresponding Series, multiplied by the Series' NAV, plus any
other assets). The Portfolio's per share NAV is calculated by dividing its NAV
by the number of Portfolio shares outstanding and rounding the result to the
nearest full cent.
The Portfolio and its corresponding Series calculate their NAVs as of the
close of regular trading on The New York Stock Exchange ("NYSE"), usually 4 p.m.
Eastern time on each day the NYSE is open.

AMT Growth Investments values its equity securities (including options)
listed on the NYSE, the American Stock Exchange, other national exchanges, or
the NASDAQ market, and other securities for which market quotations are readily
available, at the last sale price on the day the securities are being valued. If
there is no reported sale of such a security on that day, the security is valued
at the mean between its closing bid and asked prices on that day. 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.

IF N&B Management believes that the price of a security obtained under the
Series' valuation procedures (as described above) does not represent an amount
that the Series reasonably expects to receive on a current sale of the security,
the Series will value the security based on a method that the trustees of
Managers Trust believe accurately reflects fair value.

13
<PAGE> 161

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

- ----------------
Tax Status
- --------------------------------------------------------------------------------

14
<PAGE> 162

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" on page 19.
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Variable Contracts (that is, the assets of the Series), which are in addition to
the diversification requirements imposed on the Portfolios by the 1940 Act and
Subchapter M of the Code. Failure to satisfy those standards would result in
imposition of Federal income tax on a Variable Contract owner with respect to
the increase in the value of the Variable Contract. Section 817(h)(2) provides
that a segregated asset account that funds contracts such as the Variable
Contracts is treated as meeting the diversification standards if, as of the
close of each calendar quarter, the assets in the account meet the
diversification requirements for a regulated investment company and no more than
55% of those assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.
The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.
AMT Growth Investments will be managed with the intention of complying with
these diversification requirements. It is possible that, in order to comply with
these requirements, less desirable investment decisions may be made which would
affect the investment performance of the Portfolio.
Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, 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.

15
<PAGE> 163

MANAGEMENT AND ADMINISTRATION

Jennifer K. Silver and Brooke A. Cobb are primarily responsible for the
day-to-day management of AMT Growth Investments. Ms. Silver is Director of the
Neuberger&Berman Growth Equity Group, and both she and Mr. Cobb are Vice
Presidents of N&B Management. Ms. Silver is a principal of Neuberger&Berman.
Both Ms. Silver and Mr. Cobb have had responsibility for AMT Growth Investments
since July 1997. Previously, Ms. Silver was a portfolio manager for several
large mutual funds managed by a prominent investment adviser. Mr. Cobb was the
chief investment officer for an investment advisory firm managing individual
accounts from 1995 to 1997 and, from 1992 to 1995, a portfolio manager of a
large mutual fund managed by a prominent investment adviser.
N&B Management serves as distributor in connection with the offering of the
Portfolio's shares. In connection with the sale of the Portfolio's shares, the
Portfolio has authorized the distributor to give only such information and to
make only such statements and representations as are contained in the
Portfolio's Prospectus. The distributor is responsible only for information
given and statements and representations made in the Portfolio's Prospectus and
is not responsible for any information given or any statements or
representations made by the Life Companies or by brokers or salespersons in
connection with Variable Contracts.
Neuberger&Berman acts as the principal broker for the Series to the extent a
broker is used in the purchase and sale of portfolio securities and in the sale
of covered call options, and for those services receives brokerage

16
<PAGE> 164

commissions. In effecting securities transactions, the Series seeks to obtain
the best price and execution of orders. For more information, see the SAI.
The principals and employees of Neuberger&Berman and officers and employees
of N&B Management, together with their families, have invested over $120 million
of their own money in Neuberger&Berman Funds.
To mitigate the possibility that the Series will be adversely affected by
personal trading of employees, the Trust, Managers Trust, N&B Management, and
Neuberger&Berman have adopted policies that regulate securities trading in
personal accounts of the portfolio managers and others who normally come into
possession of information on portfolio transactions.

- ---------------
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 may sub-contract 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 (SERIES) ADMINISTRATION (PORTFOLIO)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
GROWTH 0.55% of first $250 million 0.30%
0.525% of next $250 million
0.50% of next $250 million
0.475% of next $250 million
0.45% of next $500 million
0.425% of over $1.5 billion
</TABLE>

17
<PAGE> 165

- -------------------------------------------------
Transfer and Dividend Paying Agent
- --------------------------------------------------------------------------------

18
<PAGE> 166

DISTRIBUTION AND REDEMPTION OF TRUST SHARES

- --------------------------------------------------------------
Distribution and Redemption of Trust Shares
- --------------------------------------------------------------------------------
Shares of the Trust are issued and redeemed in connection with investments
in and payments under the Variable Contracts issued through separate accounts of
the Life Companies which may or may not be affiliated with the Trust. Shares of
one Portfolio of the Trust are also offered directly to Qualified Plans. Shares
of the Trust are purchased and redeemed at net asset value.
The Boards of Trustees of the Trust and Managers Trust have undertaken to
monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, it is theoretically
possible that the interests of various Variable Contract owners participating in
the Trust and Managers Trust and the interests of Qualified Plans investing in
the Trust and Managers Trust may conflict. If such a conflict were to occur, one
or more Life Company separate accounts or Qualified Plans might withdraw its
investment in the Trust. This might force the Trust to sell portfolio securities
at disadvantageous prices.
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.

19
<PAGE> 167

SERVICES

DESCRIPTION OF INVESTMENTS

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

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), Freddie Mac (also
known as the Federal Home Loan Mortgage Corporation), Student Loan Marketing
Association (commonly known as "Sallie Mae"), 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 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, RESTRICTED AND RULE 144A SECURITIES. The Series may invest up to
15% of its net assets in illiquid securities, which are securities that cannot
be expected to be sold within seven days at approximately the price at which
they are valued. These may include unregistered or other restricted securities
and repurchase agreements maturing in greater than seven days. Illiquid
securities may also include commercial paper under section 4(2) of the
Securities Act of 1933, and Rule 144A securities (restricted securities that may
be traded freely among qualified institutional buyers pursuant to an exemption
from the registration requirements of the securities laws); these securities are
considered illiquid unless N&B Management, acting pursuant to guidelines
established by the trustees of Managers Trust, determines they are liquid.
Generally, foreign securities freely tradable in their principal market are not
considered restricted or illiquid. Illiquid securities may be difficult for the
Series to value or dispose of due to the absence of an active trading market.
The sale of some illiquid securities by the Series may be subject to legal
restrictions which could be costly to the Series.

20
<PAGE> 168

securities pay dividends or interest at rates higher than common stock, but
lower than other securities. Convertible securities usually participate to some
extent in the appreciation or depreciation of the underlying stock into which
they are convertible. Warrants are options to buy a stated number of shares of
common stock at a specified price anytime during the life of the warrants.
Equity securities' prices fluctuate based on changes in a corporation's
financial condition and on changes in markets or economic conditions, which may
cause fluctuations in the Portfolio's NAV per share.

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. This 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 United States. 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.
Factors affecting investments in foreign securities include, but are not
limited to, varying custody, brokerage and settlement practices which may cause
delays and expose the Series to the creditworthiness of a foreign broker;
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, nationalization, or confiscatory
taxation; the imposition of foreign withholding and other taxes; potentially
adverse local, political, economic, social, or diplomatic developments,
limitations on the movement of funds or other assets of the Series between
different countries; difficulties in invoking legal process abroad and enforcing
contractual obligations; and the difficulty of assessing economic trends in
foreign countries. Investment in foreign securities also involves higher
brokerage and custodian expenses than does investment in domestic securities.
In addition, investing in securities of foreign companies and governments
may involve other risks which are not ordinarily associated with investing in
domestic securities. 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 between the U.S. dollar and a foreign
currency will reduce the value of certain portfolio securities irrespective of
the performance of the

21
<PAGE> 169

underlying investment. In addition, the Series generally will 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 heavily dependent on foreign
oil and 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.

22
<PAGE> 170

the use of options is a highly specialized activity that involves skills,
techniques and risks (including price volatility and a high degree of leverage)
different from those associated with the selection of the Series' securities;
(4) the fact that, although use of options for hedging purposes can reduce the
risk of loss, it also can reduce the opportunity for gain, or even result in
losses, by offsetting favorable price movements in hedged investments; and (5)
the possible inability of the Series to purchase or sell a security at a time
that would otherwise be favorable for it to do so, or the possible need for the
Series to sell a security at a disadvantageous time, due to its need to maintain
"cover" or to segregate securities in connection with its use of these
instruments. When the Series uses options, the Series will place cash, fixed
income or equity securities in a segregated account, or will "cover" its
position to the extent required by SEC staff policy. Options contracts are
considered derivatives.

OTHER INVESTMENTS. Although the Series ordinarily invests primarily in
common stocks, when market conditions warrant it may invest in preferred stocks,
securities convertible into or exchangeable for common stocks, U.S. Government
and Agency securities, investment grade debt securities, 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.

23
<PAGE> 171

In addition, 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 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.

24
<PAGE> 172

USE OF JOINT PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION

25
<PAGE> 173

LIMITED MATURITY BOND PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

PROSPECTUS
MAY 1, 1998

NBAMT0120598
<PAGE> 174

Neuberger&Berman
ADVISERS MANAGEMENT TRUST

- --------------------------------------------
Limited Maturity Bond 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 are also
offered directly to qualified pension and retirement plans ("Qualified Plans").
THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE LIMITED MATURITY BOND
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 LIMITED MATURITY BOND INVESTMENTS,
THE LIMITED MATURITY BOND PORTFOLIO'S CORRESPONDING SERIES, IS MANAGED BY
NEUBERGER&BERMAN MANAGEMENT INCORPORATED(R) ("N&B MANAGEMENT"). AMT LIMITED
MATURITY BOND INVESTMENTS INVESTS IN SECURITIES IN ACCORDANCE WITH AN INVESTMENT
OBJECTIVE, POLICIES, AND LIMITATIONS IDENTICAL TO THOSE OF THE LIMITED MATURITY
BOND PORTFOLIO. THE INVESTMENT PERFORMANCE OF THE LIMITED MATURITY BOND
PORTFOLIO DIRECTLY CORRESPONDS WITH THE INVESTMENT PERFORMANCE OF AMT LIMITED
MATURITY BOND 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 STRUCTURE THAT YOU
SHOULD CONSIDER, SEE "INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND
OTHER MATTERS" ON PAGE 13.
Please read this Prospectus before investing in the Limited Maturity Bond
Portfolio and keep it for future reference. It contains information about the
Portfolio that a prospective investor should know before investing. A Statement
of Additional Information ("SAI") about the Portfolios and the Series, dated May
1, 1998, is on file with the Securities and Exchange Commission ("SEC"). 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 this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

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

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 175

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 3
Management 4

FINANCIAL HIGHLIGHTS 5
Selected Per Share Data and Ratios 5

INVESTMENT PROGRAM 8
AMT Limited Maturity Bond Investments 8
Short-Term Trading; Portfolio Turnover 9
Other Investments 9
Ratings of Debt Securities 9
Borrowings 10
Duration 11

PERFORMANCE INFORMATION 12

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

SHARE PRICES AND NET ASSET VALUE 15

DIVIDENDS, OTHER DISTRIBUTIONS AND
TAX STATUS 16
Dividends and Other Distributions 16
Tax Status 16

SPECIAL CONSIDERATIONS 17

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

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

SERVICES 22

DESCRIPTION OF INVESTMENTS 22

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION 28
</TABLE>

2
<PAGE> 176

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. This is sometimes called a master/feeder structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the Trust is currently the only investor in each Series,
investment in a Series by investors in addition to the Trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 13. For more details
about AMT Limited Maturity Bond Investments, its investments and their risks,
see "Investment Program" on page 8, "Ratings of Debt Securities" on page 9,
"Borrowings" on page 10, and "Description of Investments" on page 22.

A summary of important features of the Limited Maturity Bond 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 8, and related information. Of
course, there can be no assurance that the Portfolio will meet its investment
objective.

<TABLE>
<CAPTION>
NEUBERGER&BERMAN INVESTMENT PRINCIPAL SERIES
ADVISERS MANAGEMENT TRUST OBJECTIVE INVESTMENTS
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIMITED MATURITY BOND Highest current income consistent Short- to intermediate-term debt
PORTFOLIO with low risk to principal and securities, primarily investment
liquidity; and secondarily, total grade
return
- - -
</TABLE>

- -------------------
Risk Factors
- --------------------------------------------------------------------------------

An investment in any Portfolio involves certain risks, depending upon the
types of investments made by its corresponding Series. Special risk factors
apply to investments, which may be made by AMT Limited Maturity Bond
Investments, in foreign securities, options and futures contracts, zero coupon
bonds, pay-in-kind bonds and debt securities rated below investment grade. AMT
Limited Maturity Bond Investments invests in fixed income securities, the value
of which, measured in the securities in which they are denominated, 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. The value of debt securities is also affected by the creditworthiness
of the issuer.

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 that are rated at least B or higher by Moody's Investors
Service, Inc. ("Moody's") or Standard & Poor's Rating Group ("S&P") 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" on page 9 and "Fixed Income Securities" in the SAI.

3
<PAGE> 177

- -------------------
Management
- --------------------------------------------------------------------------------
N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Limited
Maturity Bond 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" on page 18.

4
<PAGE> 178

FINANCIAL HIGHLIGHTS

- --------------------------------------------------
Selected Per Share Data and Ratios
- --------------------------------------------------------------------------------

The financial information in the following table for the Limited Maturity
Bond Portfolio as of December 31, 1997 has been audited by its independent
auditors. You may obtain further information about AMT Limited Maturity Bond
Investments and the performance of the Limited Maturity Bond 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" on page 12.

5
<PAGE> 179

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

<TABLE>
<CAPTION>
Year Ended December 31,
1997(2) 1996(2) 1995(2) 1994 1993 1992 1991 1990 1989 1988(3)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Year $14.05 $14.71 $14.02 $14.66 $14.33 $14.32 $13.62 $13.48 $13.01 $12.14
------------------------------------------------------------------------------------------
Income From Investment Operations
Net Investment Income .88 .92 .82 .78 .84 1.03 1.04 1.15 1.12 .92
Net Gains or Losses on
Securities (both realized and
unrealized) .02 (.34) .65 (.80) .08 (.33) .43 (.10)(4) .20 (.05)
------------------------------------------------------------------------------------------
Total From Investment
Operations .90 .58 1.47 (.02) .92 .70 1.47 1.05 1.32 .87
------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net investment
income) (.83) (1.24) (.78) (.55) (.52) (.66) (.77) (.91) (.85) --
Distributions (from net capital
gains) -- -- -- (.07) (.07) (.03) -- -- -- --
------------------------------------------------------------------------------------------
Total Distributions (.83) (1.24) (.78) (.62) (.59) (.69) (.77) (.91) (.85) --
------------------------------------------------------------------------------------------
Net Asset Value, End of Year $14.12 $14.05 $14.71 $14.02 $14.66 $14.33 $14.32 $13.62 $13.48 $13.01
------------------------------------------------------------------------------------------
Total Return(5) +6.74% +4.31% +10.94% -.15% +6.63% +5.18% +11.34% +8.32% +10.77% +7.17%
------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in
millions) $251.1 $256.9 $ 238.9 $344.8 $343.5 $187.0 $83.0 $46.0 $31.5 $25.4
------------------------------------------------------------------------------------------
Ratio of Gross Expenses to
Average Net Assets(6) .77% .78% .71% -- -- -- -- -- -- --
Ratio of Net Expenses to
Average Net Assets .77% .78% .71% .66% .64% .64% .68% .76% .88% 1.01%
------------------------------------------------------------------------------------------
Ratio of Net Investment Income
to Average Net Assets 6.27% 6.01% 5.99% 5.42% 5.19% 5.80% 6.61% 7.66% 8.11% 7.15%
------------------------------------------------------------------------------------------
Portfolio Turnover Rate(7) -- -- 27% 90% 159% 114% 77% 124% 116% 197%
------------------------------------------------------------------------------------------
</TABLE>

6
<PAGE> 180

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 Limited Maturity Bond Investments for the
period from May 1, 1995 to December 31, 1995 and the years ended December 31,
1996 and 1997 were 78%, 132%, and 86%, respectively.

7
<PAGE> 181

INVESTMENT PROGRAM

The investment policies and limitations of the Limited Maturity Bond
Portfolio and its corresponding Series, AMT Limited Maturity Bond Investments,
are identical. The Portfolio invests only in its corresponding Series.
Therefore, the following shows you the kinds of securities in which AMT Limited
Maturity Bond Investments invests. For an explanation of some types of
investments, see "Description of Investments" on page 22.
Investment policies and limitations of the Limited Maturity Bond 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
Limited Maturity Bond Investments' investment program are described in the SAI.

- -------------------------------------------------------
AMT Limited Maturity Bond Investments
- --------------------------------------------------------------------------------
The investment objective of AMT Limited Maturity Bond Investments and the
Limited Maturity Bond 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.
AMT Limited Maturity Bond Investments seeks to increase income and preserve
or enhance total return by actively managing average portfolio duration in light
of market conditions and trends. The Series invests in a diversified portfolio
consisting primarily 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, S&P, or another nationally recognized statistical
rating organization ("NRSRO") and comparable unrated securities. The
dollar-weighted average duration of the Series will not exceed 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. 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 at the time of
purchase, at least 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 lend portfolio securities. For more information on lower rated
securities, see "Ratings of Debt Securities" on page 9, "Fixed Income
Securities" and Appendix A in the SAI.

8
<PAGE> 182

- -------------------------------------
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,
Inc., 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 by N&B Management to be of
comparable quality. Securities rated by Moody's in its fourth highest category
(Baa) may have speculative characteristics; a change in economic factors could
lead to a weakened capacity of the issuer to repay.
LOWER-RATED DEBT 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 at least 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."
Lower-rated debt securities or "junk bonds" are those rated below the fourth
highest category by all NRSROs that have rated them (including those securities
rated as low as D by S&P) or unrated securities of comparable quality.
Securities rated below investment grade may be considered speculative.
Securities rated B are judged to be predominately speculative with respect to
their capacity to pay interest and repay principal in accordance with the terms
of the obligations. Although these securities generally offer higher yields than
investment grade debt securities with similar maturities, lower-quality
securities involve greater risks, including the possibility of default or
bankruptcy.
Changes in economic conditions, changes in interest rates, or developments
regarding the entity issuing the security are more likely to cause price
volatility and weaken the capacity of the issuer to make principal and interest
payments than is the case for higher-grade debt securities. In addition, a fund
that invests in lower-quality securities may incur additional expenses to the
extent recovery is sought on defaulted securities. Because of the many risks
involved in investing in high-yield securities, the success of such investments
is dependent on the credit analysis of N&B Management. It is uncertain how
high-yield securities will perform in a market with rising or continually high
interest rates. Additionally, lower-rated debt securities tend to be less liquid
than other securities because the

9
<PAGE> 183

market for them may not be as broad or active; judgment may play a greater role
in pricing such securities than it does for more liquid securities. N&B
Management seeks to reduce the risks associated with investing in such
securities by limiting the Series' holdings in them and by extensively analyzing
the potential benefits of such an investment in relation to the associated
risks.
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.
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.

The following table shows the ratings of debt securities held by AMT Limited
Maturity Bond Investments during the fiscal year ended December 31, 1997. 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. The percentages in each
category represent the average of dollar-weighted month-end holdings during the
period. These percentages are historical only and are not necessarily
representative of the ratings of current and future holdings.

<TABLE>
<CAPTION>
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 12.80% TSY/AGY 12.80%
Highest quality Aaa 19.55% AAA 19.71%
High quality Aa 5.36% AA 2.19%
Upper-Medium grade A 21.10% A 25.96%
Medium grade Baa 23.12% BBB 27.04%
LOWER QUALITY**
Moderately speculative Ba 11.55% BB 6.17%
Speculative B 6.12% B 5.73%
Highly Speculative Caa -- CCC --
Poor Quality Ca -- CC --
Lowest quality, no interest C -- C --
In default, in arrears -- -- D --
TOTAL 99.60%+ 99.60%+
</TABLE>

- -----------------
Borrowings
- -------------------------------------------------------------------------------
AMT Limited Maturity Bond 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

10
<PAGE> 184

and reverse repurchase agreements does not exceed one-third of the Series' total
assets (including the amount borrowed) less liabilities (other than borrowings).
The Series does not expect to borrow money or to enter into reverse repurchase
agreements. As a non-fundamental policy, the Series may not purchase portfolio
securities if its outstanding borrowings, including reverse repurchase
agreements, exceed 5% of its total assets. Dollar rolls are treated as reverse
repurchase agreements for purposes of this limitation.

- --------------
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 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.
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.

11
<PAGE> 185

PERFORMANCE INFORMATION

Performance information for the Limited Maturity Bond 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, five-year period and ten-year period and since inception
through the most recent calendar quarter and is determined by calculating the
change in value of a hypothetical $1,000 investment in the Portfolio for each of
those periods. Total return calculations assume reinvestment of all Portfolio
dividends and distributions from net investment income and net realized gains,
respectively.
All performance information presented for the Portfolio is based on past
performance and does not predict or guarantee future performance. Share prices
may vary, and shares when redeemed may be worth more or less than their original
purchase price. Any Portfolio performance information presented will also
include or be accompanied by performance information for the Life Company
separate accounts investing in the Trust which will take into account
insurance-related charges and other 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.

12
<PAGE> 186

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 eight 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.
N&B Management serves as investment manager to other investment companies
that offer their shares directly to the public, some of which have names similar
to the names of the Portfolios and the Series, but are not part of the Trust or
Managers Trust. These other funds are offered by means of separate prospectuses.
DESCRIPTION OF SHARES. Each Portfolio is authorized to issue an unlimited
number of shares of beneficial interest (par value $0.001 per share). Shares of
each Portfolio represent equal proportionate interests in the assets of that
Portfolio only and have identical voting, dividend, redemption, liquidation, and
other rights. All shares issued are fully paid and non-assessable under Delaware
law, and shareholders have no preemptive or other right to subscribe to any
additional shares.
SHAREHOLDER MEETINGS. The trustees of the Trust do not intend to hold
annual meetings of shareholders of the Portfolios. The trustees will call
special meetings of shareholders of a Portfolio only if required under the 1940
Act or in their discretion or upon the written request of holders of 10% or more
of the outstanding shares of that Portfolio entitled to vote. Pursuant to
current interpretations of the 1940 Act, the Life Companies will solicit voting
instructions from Variable Contract owners with respect to any matters that are
presented to a vote of shareholders of that Portfolio.
CERTAIN PROVISIONS OF THE TRUST INSTRUMENT. Under Delaware law, the
shareholders of a Portfolio will not be personally liable for the obligations of
any Portfolio; a shareholder is entitled to the same limitation of personal
liability extended to shareholders of corporations. To guard against the risk
that Delaware law might not be applied in other states, the Trust Instrument
requires that every written obligation of the Trust or a Portfolio contain a
statement that such obligation may be enforced only against the assets of the
Trust or Portfolio and provides for indemnification out of Trust or Portfolio
property of any shareholder nevertheless held personally liable for Trust or
Portfolio obligations, respectively.

- -----------------
The Series
- --------------------------------------------------------------------------------

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<PAGE> 187

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.

14
<PAGE> 188

SHARE PRICES AND NET ASSET VALUE

The Limited Maturity Bond 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, on each day the NYSE is open.
The Series 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 market value. The Series periodically verifies
valuations provided by 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> 189

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

- -----------------
Tax Status
- --------------------------------------------------------------------------------
The 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 not have to pay 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 it distributes to its
shareholders. The 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 the 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 the 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 the Series will not
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 Portfolio and its shareholders; see the
SAI for a more detailed discussion. Prospective shareholders are urged to
consult their tax advisers.

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<PAGE> 190

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" on page 21.
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.
The Limited Maturity Bond Portfolio will be managed with the intention of
complying with these diversification requirements. It is possible that, in order
to comply with these requirements, less desirable investment decisions may be
made which would affect the investment performance of the Portfolio.
Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, 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.

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<PAGE> 191

MANAGEMENT AND ADMINISTRATION

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 Series
of Managers Trust, N&B Management currently serves as investment manager or
investment adviser of other mutual funds. Neuberger&Berman acts as sub-adviser
for the Series and other mutual funds managed by N&B Management. These funds had
aggregate net assets of approximately $20.7 billion as of December 31, 1997.

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, 1997.
Thomas G. Wolfe and Mr. Giuliano are primarily responsible for the
day-to-day management of AMT Limited Maturity Bond Investments. Mr. Wolfe has
been primarily responsible for AMT Limited Maturity Bond Investments since
October 1995. Mr. Wolfe has been a Senior Portfolio Manager in the Fixed Income
Group 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.
N&B Management serves as distributor in connection with the offering of the
Portfolio's shares. In connection with the sale of the Portfolio's shares, the
Portfolio has authorized the distributor to give only such information and to
make only such statements and representations as are contained in the
Portfolio's Prospectus. The distributor is responsible only for information
given and statements and representations made in the Portfolio's Prospectus and
is not responsible for any information given or any statements or
representations made by the Life Companies or by brokers or salespersons in
connection with Variable Contracts.
Neuberger&Berman acts as the principal broker for the Series to the extent a
broker is used in the purchase and sale of portfolio securities and in the sale
of covered call options, and for those services receives brokerage

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<PAGE> 192

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

- ------------------------------------------------
Fees (as percentage of average daily net assets)
- --------------------------------------------------------------------------------

MANAGEMENT (SERIES) ADMINISTRATION (PORTFOLIO)
- ------------------------------------------------------------------------------
<S> <C> <C>
LIMITED MATURITY BOND 0.25% of first $500 million 0.40%
0.225% of next $500 million
0.20% of next $500 million
0.175% of next $500 million
0.15% of over $2 billion
</TABLE>

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<PAGE> 193

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

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<PAGE> 194

DISTRIBUTION AND REDEMPTION OF TRUST SHARES

- --------------------------------------------------------------
Distribution and Redemption of Trust Shares
- --------------------------------------------------------------------------------
Shares of the Trust are issued and redeemed in connection with investments
in and payments under the Variable Contracts issued through separate accounts of
the Life Companies which may or may not be affiliated with the Trust. Shares of
one Portfolio of the Trust are also offered directly to Qualified Plans. Shares
of the Trust are purchased and redeemed at net asset value.
The Boards of Trustees of the Trust and Managers Trust have undertaken to
monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, it is theoretically
possible that the interests of various Variable Contract owners participating in
the Trust and Managers Trust and the interests of Qualified Plans investing in
the Trust and Managers Trust may conflict. If such a conflict were to occur, one
or more Life Company separate accounts or Qualified Plans might withdraw its
investment in the Trust. This might force the Trust to sell portfolio securities
at disadvantageous prices.
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.

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<PAGE> 195

SERVICES

DESCRIPTION OF INVESTMENTS

In addition to the securities referred to in "Investment Program" herein,
AMT Limited Maturity Bond 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), Freddie Mac (also
known as the Federal Home Loan Mortgage Corporation), Student Loan Marketing
Association (commonly known as "Sallie Mae"), 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 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, RESTRICTED AND RULE 144A SECURITIES. The Series may invest up to
15% of its net assets in illiquid securities, which are securities that cannot
be expected to be sold within seven days at approximately the price at which
they are valued. These may include unregistered or other restricted securities
and repurchases agreements maturing in greater than seven days. Illiquid
securities may also include commercial paper under Section 4(2) of the
Securities Act of 1933, and Rule 144A securities (restricted securities that may
be traded freely among qualified institutional buyers pursuant to an exemption
from the registration requirements of the securities laws); these securities are
considered illiquid unless N&B Management, acting pursuant to guidelines
established by the trustee of Managers Trust, determines they are liquid.
Generally, foreign securities freely tradable in their principal market are not
considered restricted or illiquid. Illiquid securities may be difficult for the
Series to value or dispose of due to the absence of an active trading market.
The sale of some illiquid securities by the Series may be subject to legal
restrictions which could be costly to the Series. Due to the absence of an
active trading market, the Series may experience difficulty in valuing or
disposing of illiquid securities.

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<PAGE> 196

during the period a Series holds the securities, 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.
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 United States, 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. AMT Limited
Maturity Bond Investments may invest up to 25% of the value of its total assets,
measured at the time of investment, in foreign-currency denominated securities.
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 United States. 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.
Factors affecting investments in foreign securities include, but are not
limited to, varying custody, brokerage and settlement practices which may cause
delays and expose the Series to the creditworthiness of a foreign broker;
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, nationalization or confiscatory
taxation; the imposition of foreign withholding and other taxes; potentially
adverse local, political, economic, social, or diplomatic developments;
limitations on the movement of funds or other assets of the Series between
different countries; difficulties in invoking legal process abroad and enforcing
contractual obligations; and the difficulty of assessing economic trends in
foreign countries. Investment in foreign securities also involves higher
brokerage and custodian expenses than does investment in domestic securities.
In addition, investing in securities of foreign companies and governments
may involve other risks which are not ordinarily associated with investing in
domestic securities. 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 between the U.S. dollar and a foreign
currency will reduce the value of certain portfolio securities irrespective of
the performance of the underlying investment. In addition, the Series generally
will 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.

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<PAGE> 197

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 portfolio
securities and may purchase call options in related closing transactions. When
the Series writes a covered call option against a security, the Series is
obligated to sell that security to the purchaser of the option at a fixed price
at any time during a specified period if the purchaser decides to exercise the
option. The maximum price the Series may realize on the security during the
option period is the fixed price. The Series 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 may try to reduce the risk of securities price changes (hedge)
or manage portfolio duration by entering into interest-rate futures contracts
traded on futures exchanges and purchasing and writing options on futures
contracts. The Series also write covered call options and purchase put options
on debt securities in its portfolio 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 transactional expense and certain risks, including
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 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. The writing of options could result
in significant increases in the Series' turnover rate.

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<PAGE> 198

The primary risks in using put and call options, futures contracts, and
options on futures contracts, and forward contracts or options on foreign
currencies ("Financial 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 Financial Instruments; (2) possible lack of
a liquid secondary market for Financial Instruments and the resulting inability
to close out a Financial Instrument when desired; (3) the fact that the use of
Financial 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 Financial Instruments 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 Financial 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.

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. The Series may enter into
reverse repurchase agreements. In a reverse repurchase agreement, the Series
sells securities to a bank or securities dealer and at the same time agrees to
repurchase the same securities at a higher price on a specific date. During the
period before the repurchase, the Series continues to receive principal and
interest payments on the securities. The Series will place cash or appropriate
liquid 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

25
<PAGE> 199

Series is compensated by the difference between the current sales price and the
forward price for the future purchase (often referred to as the "drop"), as well
as by the interest earned on the cash proceeds of the initial sale. Reverse
repurchase agreements and dollar rolls may increase fluctuations in the Series'
and the Portfolio's NAV and may be viewed as a form of leverage. N&B Management
monitors the creditworthiness of counter-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, Fannie Mae and Freddie Mac
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 market 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
which may be affected adversely by general downturns in the economy. 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.

26
<PAGE> 200

SHORT SELLING. 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.
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. Among the variable and floating rate securities in which
the Series may invest are so-called guaranteed investment contracts ("GICs")
issued by insurance companies. In the event of insolvency of the issuing
insurance company, the ability of the Series to recover its assets may depend on
the treatment of GICs under state insurance law. GICs are generally regarded as
illiquid.
ZERO COUPON, STEP COUPON AND PAY-IN-KIND SECURITIES. The Series may invest
in zero coupon and step coupon securities. These securities do not pay interest
currently; instead, they are sold at a deep discount from their face value and
are redeemed at face value when they mature. Because these securities 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 these securities' purchase price and their face value. Pay-in-kind
securities pay interest through the issuance of additional securities. Because
the Series is required by the federal tax law to distribute to its shareholders
at least annually substantially all of its income, including non-cash income
attributable to zero coupon and pay-in-kind securities, the Series may have to
dispose of securities to obtain cash for such distributions.

27
<PAGE> 201

USE OF JOINT PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION

28
<PAGE> 202

LIQUID ASSET PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

PROSPECTUS
MAY 1, 1998

NBAMT0130598
<PAGE> 203

Neuberger&Berman
ADVISERS MANAGEMENT TRUST

- ----------------------------------
Liquid Asset 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 are also
offered directly to qualified pension and retirement plans ("Qualified Plans").
THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE LIQUID ASSET
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 LIQUID ASSET INVESTMENTS, THE LIQUID
ASSET PORTFOLIO'S CORRESPONDING SERIES, IS MANAGED BY NEUBERGER&BERMAN
MANAGEMENT INCORPORATED(R) ("N&B MANAGEMENT"). AMT LIQUID ASSET INVESTMENTS
INVESTS IN SECURITIES IN ACCORDANCE WITH AN INVESTMENT OBJECTIVE, POLICIES, AND
LIMITATIONS IDENTICAL TO THOSE OF THE LIQUID ASSET PORTFOLIO. THE INVESTMENT
PERFORMANCE OF THE LIQUID ASSET PORTFOLIO DIRECTLY CORRESPONDS WITH THE
INVESTMENT PERFORMANCE OF AMT LIQUID ASSET 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 STRUCTURE THAT YOU SHOULD CONSIDER, SEE "INFORMATION
REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER MATTERS" ON PAGE 9.
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 the Liquid Asset Portfolio
and keep it for future reference. It contains information about the Liquid Asset
Portfolio that a prospective investor should know before investing. A Statement
of Additional Information ("SAI") about the Portfolios and the Series, dated May
1, 1998, is on file with the Securities and Exchange Commission ("SEC"). 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 this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

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

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 204

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 3
Management 3
FINANCIAL HIGHLIGHTS 4
Selected Per Share Data and Ratios 4
INVESTMENT PROGRAM 6
AMT Liquid Asset Investments 6
Short-Term Trading 6
Other Investments 6
Ratings of Debt Securities 7
Borrowings 7
PERFORMANCE INFORMATION 8
INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS 9
The Portfolios 9
The Series 9
SHARE PRICES AND NET ASSET VALUE 11
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 15
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 21
</TABLE>

2
<PAGE> 205

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. This is sometimes called a master/feeder fund structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the Trust is currently the only investor in each Series,
investments in a Series by investors in addition to the Trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 9. For more details
about AMT Liquid Asset Investments, its investments and their risks, see
"Investment Program" on page 6, "Ratings of Debt Securities" on page 7,
"Borrowings" on page 7, and "Description of Investments" on page 18.

A summary of important features of the Liquid Asset 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 6, and related information. Of
course, there can be no assurance that the Portfolio will meet its investment
objective.

<TABLE>
<CAPTION>
NEUBERGER&BERMAN INVESTMENT PRINCIPAL SERIES
ADVISERS MANAGEMENT TRUST OBJECTIVE INVESTMENTS
- -------------------------------------------------------------------------------------------
<S> <C> <C>
LIQUID ASSET PORTFOLIO Highest current income High-quality money market
consistent with safety and instruments of government and
liquidity non-government issuers
- --- -
</TABLE>

- ------------------------
Risk Factors
- --------------------------------------------------------------------------------

An investment in any Portfolio involves certain risks, depending upon the
types of investments made by its corresponding Series. Special risk factors
apply to investments, which may be made by AMT Liquid Asset Investments, in
foreign securities, zero coupon bonds and pay-in-kind bonds. AMT Liquid Asset
Investments 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. The value of debt securities is also affected by the creditworthiness
of the issuer.

- -------------------
Management
- --------------------------------------------------------------------------------
N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Liquid Asset
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" on page 14.

3
<PAGE> 206

FINANCIAL HIGHLIGHTS

- ----------------------------------------------
Selected Per Share Data and Ratios
- --------------------------------------------------------------------------------

The financial information in the following table for the Liquid Asset
Portfolio as of December 31, 1997 has been audited by its independent auditors.
You may obtain further information about AMT Liquid Asset Investments and the
performance of the Liquid Asset 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" on page 8.

4
<PAGE> 207

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,
1997(1) 1996(1) 1995(1) 1994 1993 1992 1991 1990 1989 1988
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Year $.9999 $1.0000 $ .9997 $1.0009 $1.0002 $1.0001 $ .9999 $.9998 $.9998 $1.0000

----------------------------------------------------------------------------------------------
Income From Investment
Operations
Net Investment Income .0461 .0443 .0493 .0328 .0233 .0320 .0547 .0730 .0826 .0648
Net Gains or Losses on
Securities -- (.0001)(2) .0003 -- .0014 .0002 .0002 .0001 -- (.0002)

-----------------------------------------------------------------------------------------------
Total From Investment
Operations .0461 .0442 .0496 .0328 .0247 .0322 .0549 .0731 .0826 .0646

-----------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net
investment income) (.0461) (.0443) (.0493) (.0328) (.0233) (.0320) (.0547) (.0730) (.0826) (.0648)
Distributions (from net
capital gains) -- -- -- (.0012) (.0007) (.0001) -- -- -- --

-----------------------------------------------------------------------------------------------
Total Distributions (.0461) (.0443) (.0493) (.0340) (.0240) (.0321) (.0547) (.0730) (.0826) (.0648)

-----------------------------------------------------------------------------------------------
Net Asset Value, End of Year $.9999 $ .9999 $1.0000 $ .9997 $1.0009 $1.0002 $1.0001 $.9999 $.9998 $ .9998

-----------------------------------------------------------------------------------------------
Total Return(3) +4.71% +4.52% +5.04% +3.46% +2.43% +3.25% +5.61% +7.55% +8.58% +6.68%

-----------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $ 13.4 $ 13.5 $ 31.9 $ 5.3 $ 6.8 $ 25.4 $ 21.5 $ 21.5 $ 11.5 $ 9.3

-----------------------------------------------------------------------------------------------
Ratio of Gross Expenses to
Average Net Assets(4)(5) 1.01% 1.00% 1.01% -- -- -- -- -- -- --

-----------------------------------------------------------------------------------------------
Ratio of Net Expenses to
Average Net Assets(4) 1.00% 1.00% 1.01% 1.02% .88% -- 74% 88% 1.00% 1.00%

-----------------------------------------------------------------------------------------------
Ratio of Net Investment
Income to Average Net
Assets(4) 4.61% 4.44% 4.90% 3.28% 2.34% 3.19% 5.47% 7.30% 8.28% 6.52%

-----------------------------------------------------------------------------------------------
</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)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 year because of the timing of sales and repurchases of
Portfolio shares.

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
fiscal period and assumes dividends and other 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 charges and other expenses
that apply to the separate account or the related insurance policies, and the
inclusion of these charges and other expenses would reduce the total return
figures for all fiscal periods shown.

4)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 net 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, 1997, 1.21% and 4.23% in 1996, respectively, 1.25% and
4.66% in 1995, 103% and 3.27% in 1994, respectively, 1.03% and 8.25% in 1989
respectively, and 1.25% and 6.27% in 1988, respectively. There was no
reduction of expenses for the years ended December 31, 1990 through and
including 1993.

5)For fiscal periods ending after September 1, 1995 the Portfolio is required to
calculate an expense ratio without taking into consideration any expense
reduction related to expense offset arrangements.

5
<PAGE> 208

INVESTMENT PROGRAM

The investment policies and limitations of the Liquid Asset Portfolio and
its corresponding Series, AMT Liquid Asset Investments, are identical. The
Portfolio invests only in its corresponding series. Therefore, the following
shows you the kinds of securities in which AMT Liquid Asset Investments invests.
For an explanation of some types of investments, see "Description of
Investments" on page 18.
Investment policies and limitations of the Liquid Asset 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
Liquid Asset Investments' investment program 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. The Series may also
invest in municipal obligations that otherwise meet its criteria for quality and
maturity.

- ------------------------------
Short-Term Trading
- --------------------------------------------------------------------------------

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

- -----------------------------
Other Investments
- --------------------------------------------------------------------------------

For temporary defensive purposes, AMT Liquid Asset 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
maturity than normal.

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

6
<PAGE> 209

- --------------------------------------
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 Standard & Poor's Rating Group ("S&P"),
Moody's Investors Service, Inc. ("Moody's"), Fitch Investors Services, Inc., 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 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.

If the quality of securities held by the Series deteriorates so that the
securities would no longer satisfy its standards, the Series will dispose of
such securities in accordance with Rule 2a-7 under the Investment Company Act of
1940, as amended ("1940 Act").

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

7
<PAGE> 210

PERFORMANCE INFORMATION

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.
All performance information presented for the Portfolio is based on past
performance and does not predict or guarantee future performance. Share prices
may vary, and shares when redeemed may be worth more or less than their original
purchase price. Any Portfolio performance information presented will also
include or be accompanied by performance information for the Life Company
separate accounts investing in the Trust which will take into account
insurance-related charges and other 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.

8
<PAGE> 211

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS

- --------------------------
The Portfolios
- --------------------------------------------------------------------------------

N&B Management serves as the investment manager to other investment
companies that offer their shares directly to the public, some of which have
names similar to the names of the Portfolios and Series but are not part of the
Trust or Managers Trust. These other funds are offered by means of separate
prospectuses.

- ----------------------
The Series
- --------------------------------------------------------------------------------

9
<PAGE> 212

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.
The trustees of the Trust and Managers Trust believe that investment in a
Series by other potential investors may enable the Series to realize economies
of scale that could reduce operating expenses thereby producing higher returns
and benefiting all shareholders. However, 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 to the Portfolio. That distribution could result in a less diversified
portfolio of investments for the Portfolio and could affect adversely the
liquidity of the Portfolio's investment portfolio. If a Portfolio decided to
convert those securities to cash, it usually would incur brokerage fees or other
transaction costs. If a Portfolio withdrew its investment from a Series, the
trustees would consider what action might be taken, including the investment of
all of the Portfolio's net investable assets in another pooled investment entity
having substantially the same investment objective as the Portfolio or the
retention by the Portfolio of its own investment manager to manage its assets in
accordance with its investment objective, policies, and limitations. The
inability of the Portfolio to find a suitable replacement could have a
significant impact on shareholders.
INVESTOR MEETINGS AND VOTING. Each Series normally will not hold meetings
of investors except as required by the 1940 Act. Each investor in a Series will
be entitled to vote in proportion to its relative beneficial interest in the
Series. On most issues subjected to a vote of investors, as required by the 1940
Act and other applicable law, a Portfolio will solicit proxies from its
shareholders and will vote its interest in the Series in proportion to the votes
cast by the Portfolio's shareholders. Pursuant to current interpretations of the
1940 Act, the Life Companies who are shareholders of the Portfolio will solicit
voting instructions from contract owners with respect to any matters that are
presented to a vote of Portfolio shareholders. If there are other investors in a
Series, there can be no assurance that any issue that receives a majority of the
votes cast by Portfolio shareholders will receive a majority of votes cast by
all Series investors; indeed, if other investors hold a majority interest in the
Series, they could have voting control of the Series.
CERTAIN PROVISIONS. Each investor in a Series, including a Portfolio, will
be liable for all obligations of the Series, but not of the other Series.
However, the risk of an investor in a Series incurring financial loss on account
of such liability would be limited to circumstances in which the Series had
inadequate insurance and was unable to meet its obligations out of its assets.
Upon liquidation of a Series, investors would be entitled to share pro rata in
the net assets of the Series available for distribution to investors.

10
<PAGE> 213

SHARE PRICES AND NET ASSET VALUE

The Liquid Asset 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 each day The
New York Stock Exchange ("NYSE") is open. AMT Liquid Asset Investments, in
accordance with Rule 2a-7 under the 1940 Act, will use the amortized cost method
of valuation to enable it to try to maintain a stable NAV of $1.00 per share.
The Series values its securities at their cost at the time of purchase and
assumes a constant amortization to maturity of any discount or premium.

11
<PAGE> 214

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

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

- ----------------------
Tax Status
- --------------------------------------------------------------------------------

The Trust and Managers Trust have received a ruling from the Internal
Revenue Service that the 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).

12
<PAGE> 215

SPECIAL CONSIDERATIONS

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Variable Contracts (that is, the assets of the Series), which are in addition to
the diversification requirements imposed on the Portfolios by the 1940 Act and
Subchapter M of the Code. Failure to satisfy those standards would result in
imposition of Federal income tax on a Variable Contract owner with respect to
the increase in the value of the Variable Contract. Section 817(h)(2) provides
that a segregated asset account that funds contracts such as the Variable
Contracts is treated as meeting the diversification standards if, as of the
close of each calendar quarter, the assets in the account meet the
diversification requirements for a regulated investment company and no more than
55% of those assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.
The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.
AMT Liquid Asset Investments will be managed with the intention of complying
with these diversification requirements. It is possible that, in order to comply
with these requirements, less desirable investment decisions may be made which
would affect the investment performance of the Portfolio.
Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, 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.

13
<PAGE> 216

MANAGEMENT AND ADMINISTRATION

As sub-adviser, Neuberger&Berman furnishes N&B Management with investment
recommendations and research information without added cost to the Series. N&B
Management compensates Neuberger&Berman for its costs in connection with those
services. 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. Neuberger&Berman and its affiliates, including N&B
Management, manage securities accounts that had approximately $52.9 billion of
assets as of December 31, 1997. 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 $9.3
billion of assets as of December 31, 1997.
Josephine P. Mahaney and Mr. Giuliano are primarily responsible for the
day-to-day management of AMT Liquid Asset Investments. Ms. Mahaney, has been a
Senior Portfolio Manager in the Fixed Income Group since November 1984, and a
Vice President of N&B Management since November 1994.
N&B Management serves as distributor in connection with the offering of the
Portfolio's shares. In connection with the sale of the Portfolio's shares, the
Portfolio has authorized the distributor to give only such information and to
make only such statements and representations as are contained in the
Portfolio's Prospectus. The distributor is responsible only for information
given and statements and representations made in the Portfolio's Prospectus and
is not responsible for any information given or any statements or
representations made by the Life Companies or by brokers or salespersons in
connection with Variable Contracts.
Neuberger&Berman acts as the principal broker for 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.

14
<PAGE> 217

- ------------------------------------------------------------
Fees (as percentage of average daily net assets)
- --------------------------------------------------------------------------------

MANAGEMENT (SERIES) ADMINISTRATION (PORTFOLIO)
- ----------------------------------------------------------------------
<S> <C> <C>
LIQUID ASSET 0.25% of first $500 million 0.40%
0.225% of next $500 million
0.20% of next $500 million
0.175% of next $500 million
0.15% of over $2 billion
</TABLE>

15
<PAGE> 218

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

16
<PAGE> 219

DISTRIBUTION AND REDEMPTION OF TRUST SHARES

- -------------------------------------------------------
Distribution and Redemption of Trust Shares
- --------------------------------------------------------------------------------
Shares of the Trust are issued and redeemed in connection with investments
in and payments under the Variable Contracts issued through separate accounts of
the Life Companies which may or may not be affiliated with the Trust. Shares of
one Portfolio of the Trust are also offered directly to Qualified Plans. Shares
of the Trust are purchased and redeemed at net asset value.
The Boards of Trustees of the Trust and Managers Trust have undertaken to
monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, it is theoretically
possible that the interests of various Variable Contract owners participating in
the Trust and Managers Trust and the interests of Qualified Plans investing in
the Trust and Managers Trust may conflict. If such a conflict were to occur, one
or more Life Company separate accounts or Qualified Plans might withdraw its
investment in the Trust. This might force the Trust to sell portfolio securities
at disadvantageous prices.
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.

17
<PAGE> 220

SERVICES

DESCRIPTION OF INVESTMENTS

In addition to the securities referred to in "Investment Program" herein,
AMT Liquid Asset 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), Freddie Mac (also
known as the Federal Home Loan Mortgage Corporation), Student Loan Marketing
Association (commonly known as "Sallie Mae"), 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, RESTRICTED AND RULE 144A SECURITIES. The Series may invest up to
10% of its net assets in illiquid securities, which are securities that cannot
be expected to be sold within seven days at approximately the price at which
they are valued. These may include unregistered or other restricted securities
and repurchase agreements maturing in greater than seven days. Illiquid
securities may also include commercial paper under Section 4(2) of the
Securities Act of 1933, and Rule 144A securities (restricted security that may
be traded freely among qualified institutional buyers pursuant to an exemption
from the registration requirements of the securities laws); these securities are
considered illiquid unless N&B Management, acting pursuant to guidelines
established by the trustees of Managers Trust, determines they are liquid.
Generally, foreign securities freely tradable in their principal market are not
considered restricted or illiquid. Illiquid securities may be difficult for a
Series to value or dispose of due to the absence of an active trading market.
The sale of some illiquid securities by the Series may be subject to legal
restrictions which could be costly to the Series. Due to the absence of an
active trading market, the Series may experience difficulty in valuing or
disposing of illiquid securities.

18
<PAGE> 221

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 between the U.S. dollar and a foreign
currency will reduce the value of certain portfolio securities irrespective of
the performance of the underlying investment. In addition, the Series generally
will 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.

19
<PAGE> 222

generally originators of and investors in mortgage loans, including savings
associations, mortgage bankers, commercial banks, investment bankers, and
special purpose entities. 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 market 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.

20
<PAGE> 223

USE OF JOINT PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION

21
<PAGE> 224

MID-CAP GROWTH PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

PROSPECTUS
MAY 1, 1998

NBLMP1950598
<PAGE> 225

Neuberger&Berman
ADVISERS MANAGEMENT TRUST

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

Mid-Cap Growth Portfolio
- --------------------------------------------------------------------------------

Please read this Prospectus before investing in the Mid-Cap Growth Portfolio
and keep it for future reference. It contains information about the Mid-Cap
Growth Portfolio that a prospective investor should know before investing. A
Statement of Additional Information ("SAI") about the Portfolio and the Series,
dated May 1, 1998, is on file with the Securities and Exchange Commission
("SEC"). 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 this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

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

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 226

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 3
Management 4
The Neuberger&Berman Investment Approach 4
FINANCIAL HIGHLIGHTS 5
Per Share Data and Ratios 5
INVESTMENT PROGRAM 7
AMT Mid-Cap Growth Investments 7
Special Considerations of Small- and
Mid-Cap Company Stocks 8
Short-Term Trading; Portfolio Turnover 8
Other Investments 8
Ratings of Debt Securities 8
Borrowings 9
PERFORMANCE INFORMATION 10
INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS 11
The Portfolios 11
The Series 11
SHARE PRICES AND NET ASSET VALUE 13
DIVIDENDS, OTHER DISTRIBUTIONS AND
TAX STATUS 14
Dividends and Other Distributions 14
Tax Status 14
SPECIAL CONSIDERATIONS 15
MANAGEMENT AND ADMINISTRATION 16
Trustees and Officers 16
Investment Manager, Administrator,
Sub-Adviser and Distributor 16
Expenses 17
Expense Limitation 18
Transfer and Dividend Paying Agent 18
DISTRIBUTION AND REDEMPTION OF TRUST
SHARES 19
Distribution and Redemption of Trust
Shares 19
Distribution Plan 19
SERVICES 20
DESCRIPTION OF INVESTMENTS 20
USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION 24
</TABLE>

2
<PAGE> 227

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. This is sometimes called a master/feeder fund structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the Trust is currently the only investor in each Series,
investment in a Series by investors in addition to the Trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 11. For more details
about AMT Mid-Cap Growth Investments, its investments and their risks, see
"Investment Program" on page 7, "Ratings of Debt Securities" on page 8,
"Borrowings" on page 9, and "Description of Investments" on page 20.

A summary of important features of the Mid-Cap Growth Portfolio and its
corresponding Series appears below. You should also read the complete
descriptions of the Portfolio's and its corresponding Series' investment
objectives and policies, which begin on page 7, and related information. Of
course, there can be no assurance that the Portfolio will meet its investment
objective.

<TABLE>
<CAPTION>
NEUBERGER&BERMAN INVESTMENT PRINCIPAL SERIES
ADVISERS MANAGEMENT TRUST OBJECTIVE INVESTMENTS

- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
MID-CAP GROWTH PORTFOLIO Capital appreciation Under normal market conditions,
equity securities of medium-sized
companies
- - -
</TABLE>

- ------------------------
Risk Factors
- --------------------------------------------------------------------------------

AMT Mid-Cap Growth Investments may invest up to 10% of its net assets,
measured at the time of investment, in corporate debt securities that are below
investment grade or, if unrated, deemed by N&B Management to be of comparable
quality ("comparable unrated securities"). Securities that are below investment
grade as well as unrated securities are often considered to be speculative and
usually entail greater risk. For more information on lower-rated securities, see
"Ratings of Debt Securities" on page 8 and "Fixed Income Securities" in the SAI.
As part of its strategy to achieve long-term capital appreciation, AMT
Mid-Cap Growth Investments may invest up to 20% of its net assets in securities
of issuers organized and doing business principally outside the United States.
This limitation does not apply with respect to foreign securities that are
denominated in U.S. dollars. The risks of investing in foreign securities
include, but are not limited to, possible adverse political and economic
developments in a particular country, differences between foreign and U.S.
regulatory systems, and foreign securities markets that are smaller and less
well regulated than those in the United States. There is often less information
publicly available about foreign issuers, and many foreign countries do not
follow the financial accounting standards used in the United States. Such risks
may be greater in emerging industrialized and less developed countries. Most of
the foreign securities held by the Series are likely to be denominated in
foreign currencies, and the value of these

3
<PAGE> 228

investments can be adversely affected by fluctuations in foreign currency
values. Some foreign currencies can be volatile and may be subject to
governmental controls or intervention. The Series may use techniques such as
options, futures, and forward foreign currency exchange contracts for hedging or
in furtherance of the Series' investment objective. The use of these strategies
may entail special risks. See "Description of Investments" on page 20.

- ----------------------
Management
- --------------------------------------------------------------------------------
N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Mid-Cap Growth
Investments. N&B Management also provides administrative services to the Series
and the Portfolio and acts as distributor of the shares of the Portfolio. See
"Management and Administration" on page 16.

- ----------------------------------------------------
The Neuberger&Berman Investment Approach
- --------------------------------------------------------------------------------

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

4
<PAGE> 229

FINANCIAL HIGHLIGHTS

- -------------------------------------
Per Share Data and Ratios
- --------------------------------------------------------------------------------

The financial information in the following table for the Mid-Cap Growth
Portfolio as of December 31, 1997 has been audited by its independent auditors.
You may obtain further information about AMT Mid-Cap Growth Investments and the
performance of the Mid-Cap Growth 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" on page 10.

5
<PAGE> 230

FINANCIAL HIGHLIGHTS

Neuberger&Berman Advisers Management Trust

- ------------------------------------
Mid-Cap Growth Portfolio
- --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding
throughout the period and other performance information derived from the
Financial Statements. 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. It should be read in conjunction with its
corresponding Series' Financial Statements and notes thereto.(1)

<TABLE>
<CAPTION>
Period from
November 3,
1997(2)
to
DECEMBER 31, 1997
- ---------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $10.00
----------------
Income From Investment Operations
Net Investment Income .01
Net Gains or Losses on Securities (both realized and unrealized) 1.71
----------------
Total From Investment Operations 1.72
Net Asset Value, End of Period $11.72
----------------
Total Return(3)(4) +17.20%
----------------
Ratios/Supplemental Data
Net Assets, End of Period (in millions) $ 1.7
----------------
Ratio of Gross Expenses to Average Net Assets(5)(6)(7) 1.05%
Ratio of Net Expenses to Average Net Assets(6)(7) 1.00%
----------------
Ratio of Net Investment Income to Average Net Assets(6)(7) .83%
----------------
</TABLE>

NOTES:
1)The per share amounts which are shown have been computed based on the average
number of shares outstanding during the fiscal period.
2)The date investment operations commenced.
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 the
fiscal period and assumes dividends and other 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 would have
been lower if N&B Management had not reimbursed certain expenses. The total
return information shown does not reflect charges and other expenses that
apply to the separate account or the related insurance policies, and the
inclusion of these charges and other expenses would reduce the total return
figures for the fiscal period shown.
4)Not annualized.
5)The Portfolio is required to calculate an expense ratio without taking into
consideration any expense reductions related to expense offset arrangements.
6)Annualized.
7)After reimbursement of expenses by N&B Management as described in this
Prospectus under "Expense Limitation." Had N&B Management not undertaken such
action the annualized ratios of net expenses and net investment income to
average daily net assets would have been higher and lower, respectively.
8)Because the Portfolio only invests in its Series and that Series (rather than
the Portfolio) engages in securities transactions, the Portfolio does not
calculate a portfolio turnover rate or pay any brokerage commissions. For the
fiscal period ended December 31, 1997, the portfolio turnover rate for the
Series was 20%, and the average commission rate paid by the Series was
$0.0550.

6
<PAGE> 231

INVESTMENT PROGRAM

The investment policies and limitations of the Mid-Cap Growth Portfolio and
its corresponding Series, AMT Mid-Cap Growth Investments, are identical. The
Portfolio invests only in its corresponding Series. Therefore, the following
shows you the kinds of securities in which AMT Mid-Cap Growth Investments
invests. For an explanation of some types of investments, see "Description of
Investments" on page 20.

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

- ------------------------------------------
AMT Mid-Cap Growth Investments
- --------------------------------------------------------------------------------
The investment objective of AMT Mid-Cap Growth Investments and its
corresponding Portfolio is to seek capital appreciation. This investment
objective is not fundamental.

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

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

Investments in smaller- and medium-sized companies may present greater
opportunities for capital appreciation, but may involve greater risks and share
price volatility than investments in securities of larger-capitalization
companies. See "Special Considerations of Small- and Mid-Cap Company Stocks" on
page 8. The Series does not follow a policy of active trading for short-term
profits. Accordingly, the Series may be more appropriate for investors with a
longer-range perspective. The Series' growth investment program involves greater
risks and share price volatility than programs that invest in more undervalued
securities. When N&B Management believes that particular securities have greater
potential for long-term capital appreciation, the Series may purchase such
securities at prices with higher multiples to measures of economic value (such
as earnings or cash flow) than securities likely to be purchased by other
Series. The Series also diversifies its investments among companies and
industries.

Although equity securities are normally the Series' primary investment, up
to 10% of the Series' net assets, measured at the time of investment, may be
invested in corporate debt securities that are below investment grade, but rated
at least C by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's
Rating Group ("S&P"), or comparable unrated securities. Securities that are
below investment grade as well as comparable unrated securities are often
considered to be speculative and usually entail greater risk. For more
information on lower-rated

7
<PAGE> 232

securities, see "Ratings of Debt Securities" on page 8 and "Fixed Income
Securities" and "Appendix A" in the SAI. Because the Series may invest up to 20%
of its net assets in securities of issuers organized and doing business
principally outside the United States, it may be subject to increased risks and
expenses. See "Foreign Securities" on page 20 and the SAI. The Series may also
invest in other instruments, and may hold a portion of its investment in cash or
money market instruments. See "Description of Investments" on page 20.

Investments in small- and mid-cap company stocks may present greater
opportunities for capital appreciation than investments in stocks of
large-capitalization companies. However, small- and mid-cap company stocks may
have higher risk and volatility. These companies may have limited product lines,
market or financial resources, or they may be dependent upon a limited
management group. Small- and mid-cap company stocks generally are not as broadly
traded as large-cap company stocks and their prices thus may fluctuate more
widely and abruptly. Any such movements in stocks held by a Series would be
reflected in the Portfolio's net asset value. Small- and mid-cap company stocks
also are less researched than large-cap company stocks and are often overlooked
in the market.

- --------------------------------------------------
Short-Term Trading; Portfolio Turnover
- --------------------------------------------------------------------------------

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

It is anticipated that the annual portfolio turnover rate of the Series in
some fiscal years may exceed 100%. See "Notes to Financial Highlights" for more
information about the portfolio turnover rates of the Portfolio and the Series.
Turnover rates in excess of 100% may result in higher costs (which are borne
directly by the Series and indirectly by the Portfolio) and a possible increase
in short-term capital gains (or losses). See "Dividends, Other Distributions and
Tax Status" on page 14.

- -----------------------------
Other Investments
- --------------------------------------------------------------------------------

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

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

- --------------------------------------
Ratings of Debt Securities
- --------------------------------------------------------------------------------

HIGH QUALITY DEBT SECURITIES. High quality debt securities are securities
that have received a rating from at least one nationally recognized statistical
rating organization ("NRSRO"), such as S&P, Moody's, Fitch Investors Services
Inc., 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, comparable
unrated securities.

8
<PAGE> 233

Management to be of comparable quality. Securities rated by Moody's in its
fourth highest category (Baa) may have speculative characteristics; a change in
economic factors could lead to a weakened capacity of the issuer to repay.
LOWER-RATED DEBT SECURITIES. AMT Mid-Cap Growth Investments may invest up
to 10% of its net assets, measured at the time of investment, in debt securities
that are below investment grade but rated at least C by Moody's or S&P, or
comparable unrated securities. For purposes of this limit, the definition of
investment grade shall be as described above under "Investment Grade Debt
Securities." Lower-rated debt securities or "junk bonds" are those rated below
the fourth highest category by all NRSROs that have rated them (including those
securities rated as low as D by S&P) or unrated securities of comparable
quality. Securities rated below investment grade may be considered speculative.
Securities rated B are judged to be predominately speculative with respect to
their capacity to pay interest and repay principal in accordance with the terms
of the obligations. Although these securities generally offer higher yields than
investment grade debt securities with similar maturities, lower-quality
securities involve greater risks, including the possibility of default or
bankruptcy.
Changes in economic conditions, changes in interest rates, or developments
regarding the entity issuing the security are more likely to cause price
volatility and weaken the capacity of the issuer to make principal and interest
payments than is the case for higher-grade debt securities. In addition, a fund
that invests in lower-quality securities may incur additional expenses to the
extent recovery is sought on defaulted securities. Because of the many risks
involved in investing in high-yield securities, the success of such investments
is dependent on the credit analysis of N&B Management. It is uncertain how
high-yield securities will perform in a market with rising or continually high
interest rates. Additionally, lower-rated debt securities tend to be less liquid
than other securities because the market for them may not be as broad or active;
judgment may play a greater role in pricing such securities than it does for
more liquid securities. N&B Management seeks to reduce the risks associated with
investing in such securities by limiting the Series holdings in them and by
extensively analyzing the potential benefits of such an investment in relation
to the associated risks.
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.

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

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

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PERFORMANCE INFORMATION

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

All performance information presented for the Portfolio is based on past
performance and does not predict or guarantee future performance. Share prices
may vary, and shares when redeemed may be worth more or less than their original
purchase price. Any Portfolio performance information presented will also
include or be accompanied by performance information for the Life Company
separate accounts investing in the Trust which will take into account
insurance-related charges and other 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.

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INFORMATION REGARDING ORGANIZATION,

CAPITALIZATION, AND OTHER MATTERS

DESCRIPTION OF SHARES. Each Portfolio is authorized to issue an unlimited
number of shares of beneficial interest (par value $0.001 per share). Shares of
each Portfolio represent equal proportionate interests in the assets of that
Portfolio only and have identical voting, dividend, redemption, liquidation and
other rights. All shares issued are fully paid and non-assessable under Delaware
law, and shareholders have no preemptive or other right to subscribe to any
additional shares.
SHAREHOLDER MEETINGS. The trustees of the Trust do not intend to hold
annual meetings of shareholders of the Portfolios. The trustees will call
special meetings of shareholders of a Portfolio only if required under the 1940
Act or in their discretion or upon the written request of holders of 10% or more
of the outstanding shares of that Portfolio entitled to vote. Pursuant to
current interpretations of the 1940 Act, the Life Companies will solicit voting
instructions from Variable Contract owners with respect to any matters that are
presented to a vote of shareholders of that Portfolio.
CERTAIN PROVISIONS OF THE TRUST INSTRUMENT. Under Delaware law, the
shareholders of a Portfolio will not be personally liable for the obligations of
any Portfolio; a shareholder is entitled to the same limitation of personal
liability extended to shareholders of corporations. To guard against the risk
that Delaware law might not be applied in other states, the Trust Instrument
requires that every written obligation of the Trust or a Portfolio contain a
statement that such obligation may be enforced only against the assets of the
Trust or Portfolio and provides for indemnification out of Trust or Portfolio
property of any shareholder nevertheless held personally liable for Trust or
Portfolio obligations, respectively.

- ----------------------
The Series
- --------------------------------------------------------------------------------

11
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12
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SHARE PRICES AND NET ASSET VALUE

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

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

AMT Mid-Cap Growth Investments values its equity securities (including
options) listed on the NYSE, the American Stock Exchange, other national
exchanges, or the NASDAQ market, and other securities for which market
quotations are readily available, at the last sale price on the day the
securities are being valued. If there is no reported sale of such a security on
that day, the security is valued at the mean between its closing bid and asked
prices on that day. 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. All dividends and other distributions are distributed to the separate
accounts and will be automatically invested in Trust shares. Dividends and other
distributions made by the Portfolio to the separate accounts are taxable, if at
all, to the extent described in the prospectuses for the Variable Contracts.

- ----------------------
Tax Status
- --------------------------------------------------------------------------------

The 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 not have to pay 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. The Portfolio intends to distribute all of its net income and
gains to its shareholders each year.

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

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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" on page 19.
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Variable Contracts (that is, the assets of the Series), which are in addition to
the diversification requirements imposed on the Portfolios by the 1940 Act and
Subchapter M of the Code. Failure to satisfy those standards would result in
imposition of Federal income tax on a Variable Contract owner with respect to
the increase in the value of the Variable Contract. Section 817(h)(2) provides
that a segregated asset account that funds contracts such as the Variable
Contracts is treated as meeting the diversification standards if, as of the
close of each calendar quarter, the assets in the account meet the
diversification requirements for a regulated investment company and no more than
55% of those assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.
The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations,
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.
AMT Mid-Cap Growth Investments will be managed with the intention of
complying with these diversification requirements. It is possible that, in order
to comply with these requirements, less desirable investment decisions may be
made which would affect the investment performance of the Portfolio.
Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, certain
Portfolios and Series of the Trust and Managers Trust have received a ruling
from the Internal Revenue Service concluding that the "look-through" rule of
Section 817, which would permit the segregated asset accounts to look through to
the underlying assets of the Series, will be available for the variable contract
diversification test. AMT Mid-Cap Growth Investments and the Mid-Cap Growth
Portfolio have applied for a similar ruling.

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MANAGEMENT AND ADMINISTRATION

As sub-adviser, Neuberger&Berman furnishes N&B Management with investment
recommendations and research information without added cost to the Series. N&B
Management compensates Neuberger&Berman for its costs in connection with those
services. 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 $52.9 billion of assets as of December 31, 1997. All of the voting
stock of N&B Management is owned by individuals who are principals of
Neuberger&Berman.

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

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commissions. In effecting securities transactions, the Series seeks to obtain
the best price and execution of orders. For more information, see the SAI.
The principals and employees of Neuberger&Berman and officers and employees
of N&B Management, together with their families, have invested over $120 million
of their own money in Neuberger&Berman Funds.
To mitigate the possibility that the Series will be adversely affected by
personal trading of employees, the Trust, Managers Trust, N&B Management, and
Neuberger&Berman have adopted policies that restrict securities trading in
personal accounts of the portfolio managers and others who normally come into
possession of information on portfolio transactions.

- ------------------------------------------------------------
Fees (as percentage of average daily net assets)
- --------------------------------------------------------------------------------

MANAGEMENT (SERIES) ADMINISTRATION (PORTFOLIO)
- -----------------------------------------------------------------------------
<S> <C> <C>
MID-CAP GROWTH 0.55% of first $250 million 0.30%
0.525% of next $250 million
0.50% of next $250 million
0.475% of next $250 million
0.45% of next $500 million
0.425% of over $1.5 billion
</TABLE>

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

- ----------------------------------------------
Transfer and Dividend Paying Agent
- --------------------------------------------------------------------------------

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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
one Portfolio of the Trust are also offered directly to Qualified Plans. Shares
of the Trust are purchased and redeemed at net asset value.
The Boards of Trustees of the Trust and Managers Trust have undertaken to
monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, it is theoretically
possible that the interests of various Variable Contract owners participating in
the Trust and Managers Trust and the interests of Qualified Plans investing in
the Trust and Managers Trust may conflict. If such a conflict were to occur, one
or more Life Company separate accounts or Qualified Plans might withdraw its
investment in the Trust. This might force the Trust to sell portfolio securities
at disadvantageous prices.
Redemptions will be effected by the separate accounts to meet obligations
under the Variable Contracts and by the Qualified Plans. Contract owners do not
deal directly with the Trust with respect to acquisition or redemption of
shares. The trustees of the Trust may refuse to sell shares of any Portfolio to
any person, or suspend or terminate the offering of shares of any Portfolio if
such action is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the trustees acting in good faith and in light
of their fiduciary duties under federal and any applicable state laws, necessary
in the best interests of the shareholders of such Portfolio.

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SERVICES

DESCRIPTION OF INVESTMENTS

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

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), Freddie Mac (also
known as the Federal Home Loan Mortgage Corporation), Student Loan Marketing
Association ("commonly known as Sallie Mae"), 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 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, RESTRICTED AND RULE 144A SECURITIES. The Series may invest up to
15% of its net assets in illiquid securities, which are securities that cannot
be expected to be sold within seven days at approximately the price at which
they are valued. These may include unregistered or other restricted securities
and repurchase agreements maturing in greater than seven days. Illiquid
securities may also include commercial paper under Section 4(2) of the
Securities Act of 1933, and Rule 144A securities (restricted securities that may
be traded freely among qualified institutional buyers pursuant to an exemption
from the registration requirements of the securities laws); these securities are
considered illiquid unless N&B Management, acting pursuant to guidelines
established by the trustees of Managers Trust, determines they are liquid.
Generally, foreign securities freely tradable in their principal market are not
considered restricted or illiquid. Illiquid securities may be difficult for the
Series to value or dispose of due to the absence of an active trading market.
The sale of some illiquid securities by the Series may be subject to legal
restrictions which could be costly to the Series. Due to the absence of an
active trading market, the Series may experience difficulty in valuing or
disposing of illiquid securities.

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

Factors affecting investments in foreign securities include, but are not
limited to, varying custody, brokerage and settlement practices which may cause
delays and expose the Series to the creditworthiness of a foreign broker;
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; nationalization, or confiscatory
taxation; the imposition of foreign withholding and other taxes; potentially
adverse local, political, economic, social, or diplomatic developments;
limitations on the movement of funds or other assets of the Series between
different countries; difficulties in invoking legal process abroad and enforcing
contractual obligations; and the difficulty of assessing economic trends in
foreign countries. Investment in foreign securities also involves higher
brokerage and custodian expenses than does investment in domestic securities.

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foreign currency will reduce the value of certain portfolio securities
irrespective of the performance of the underlying investment. In addition, the
Series generally will 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 in foreign securities, subject
to the restrictions above, including securities of Japanese issuers. 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 heavily dependent on foreign oil, and 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. The Series may invest in foreign corporate and
government debt securities rated below investment grade and unrated securities.

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 and may purchase call options in related closing
transactions. When the Series writes a covered call option against a security,
the Series is obligated to sell that security to the purchaser of the option at
a fixed price at any time during a specified period if the purchaser decides to
exercise the option. The maximum price the Series may realize on the security
during the option period is the fixed price. The Series 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 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 proxy-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

22
<PAGE> 247

attractive investment opportunities and are not held in the Series. Options on
foreign currencies may be traded on U.S. or foreign exchanges or
over-the-counter. Options on foreign currencies which are traded in the
over-the-counter market may be considered to be illiquid securities and subject
to the restriction on illiquid securities.

To realize greater income than would be realized on portfolio securities
transactions alone, the Series may purchase and write call and put options on
any securities in which it may invest or options on any securities index based
on securities in which the Series may invest. The Series will not write a call
option on a security or currency unless it owns the underlying security or
currency or has the right to obtain it at no additional cost.
The writing and purchasing of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions including transactional expense,
price volatility and a high degree of leverage. The Series pays brokerage
commissions or spreads in connection with its options transactions, as well as
for purchases and sales of underlying securities or currency. The writing of
options could result in significant increases in the Series' turnover rate.
The Series may enter into futures contracts on currencies, debt securities,
interest rates, and securities indices and may purchase and sell options on such
contracts on both U.S. and foreign exchanges. The Series may engage in such
transactions for hedging or non-hedging purposes. When the Series purchases or
sells a futures contract it generally becomes obligated to accept or make
delivery of the currencies or securities underlying the contract at a specified
price at a specified future time. The obligations of the parties under a futures
contract are often closed out before the delivery date.

The primary risks in using put and call options, futures contracts and
options on futures contracts, or foreign currencies ("Financial 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
Financial Instruments; (2) possible lack of a liquid secondary market for
Financial Instruments and the resulting inability to close out a Financial
Instrument when desired; (3) the fact that the use of Financial 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 Financial Instruments 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 Financial Instruments. When
the Series uses Financial Instruments, the Series will place cash, fixed income
or equity securities in a segregated account, or will "cover" its position to
the extent required by SEC staff policy. Futures and options contracts are
considered derivatives. Losses that may arise from certain futures contracts are
potentially unlimited.

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<PAGE> 248

becomes bankrupt or otherwise defaults. N&B Management monitors the
creditworthiness of borrowers and repurchase agreement sellers.

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

USE OF JOINT PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION

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

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PARTNERS PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

PROSPECTUS
MAY 1, 1998

NBAMT0150598
<PAGE> 250

Neuberger&Berman
ADVISERS MANAGEMENT TRUST

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

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 PARTNERS INVESTMENTS, THE PARTNERS
INCORPORATED(R) ("N&B MANAGEMENT"). AMT PARTNERS INVESTMENTS INVESTS IN
SECURITIES IN ACCORDANCE WITH AN INVESTMENT OBJECTIVE, POLICIES, AND LIMITATIONS
IDENTICAL TO THOSE OF THE PARTNERS PORTFOLIO. THE INVESTMENT PERFORMANCE OF THE
PARTNERS PORTFOLIO DIRECTLY CORRESPONDS WITH THE INVESTMENT PERFORMANCE OF AMT
PARTNERS 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 STRUCTURE THAT YOU SHOULD
CONSIDER, SEE "INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER
MATTERS" ON PAGE 11.

Please read this Prospectus before investing in the Partners Portfolio and
keep it for future reference. It contains information about the Partners
Portfolio that a prospective investor should know before investing. A Statement
of Additional Information ("SAI") about the Portfolios and the Series, dated May
1, 1998, is on file with the Securities and Exchange Commission ("SEC"). 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 this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

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

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 251

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 3
Management 4
The Neuberger&Berman Investment Approach 4

FINANCIAL HIGHLIGHTS 5
Selected Per Share Data and Ratios 5

INVESTMENT PROGRAM 7
AMT Partners Investments 7
Special Considerations of Small- and
Mid-Cap Company Stocks 7
Short-Term Trading; Portfolio Turnover 7
Other Investments 8
Ratings of Debt Securities 8
Borrowings 9

PERFORMANCE INFORMATION 10

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS 11
The Portfolios 11
The Series 11

SHARE PRICES AND NET ASSET VALUE 13

DIVIDENDS, OTHER DISTRIBUTIONS AND
TAX STATUS 14
Dividends and Other Distributions 14
Tax Status 14

SPECIAL CONSIDERATIONS 15

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

DISTRIBUTION AND REDEMPTION OF TRUST
SHARES 19
Distribution and Redemption of Trust
Shares 19
Distribution Plan 19

SERVICES 20

DESCRIPTION OF INVESTMENTS 20

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION 24
</TABLE>

2
<PAGE> 252

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. This is sometimes called a master/feeder fund structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"Master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the trust is currently the only investor in each Series,
investment in a Series by investors in addition to the trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 11. For more details
about AMT Partners Investments, its investments and their risks, see "Investment
Program" on page 7, "Ratings of Debt Securities" on page 8, "Borrowings" on page
9, and "Description of Investments" on page 20.

A summary of important features of the Partners 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 7, and related information. Of
course, there can be no assurance that the Portfolio will meet its investment
objective.

- -------------------
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 Partners Investments, in equity
securities, foreign securities, options contracts, zero coupon bonds,
pay-in-kind bonds and debt securities rated below investment grade. AMT Partners
Investments may invest in fixed income securities, the value of which measured
in the currency in which they are denominated 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. The value of
debt securities is also affected by the creditworthiness of the issuer.

3
<PAGE> 253

- -------------------
Management
- --------------------------------------------------------------------------------

N&B Management, with the assistance of Neuberger&Berman, LLC
("Neuberger&Berman") as sub-adviser, selects investments for AMT Partners
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" on page 16.

- --------------------------------------------------------------
The Neuberger&Berman Investment Approach
- --------------------------------------------------------------------------------
AMT Partners Investments is managed using the value-oriented investment
approach. A value-oriented portfolio manager buys stocks that are selling for a
price that is lower than what the manager believes they are worth. These include
stocks that are currently under-researched or are temporarily out of favor on
Wall Street.
Portfolio managers identify value stocks in several ways. One of the most
common identifiers is a low price-to-earnings ratio -- that is, stocks selling
at multiples of earnings per share that are lower than that of the market as a
whole. Other criteria are high dividend yield, a strong balance sheet and
financial position, a recent company restructuring with the potential to realize
hidden values, strong management, and low price-to-book value (net value of the
company's assets). A value-oriented manager believes that, over time, securities
that are undervalued are more likely to appreciate in price and be subject to
less risk of price decline than securities whose market prices have already
reached their perceived economic values. This approach also contemplates selling
portfolio securities when N&B Management believes they have reached their
potential.

4
<PAGE> 254

FINANCIAL HIGHLIGHTS

- --------------------------------------------------
Selected Per Share Data and Ratios
- --------------------------------------------------------------------------------

The financial information in the following table for the Partners Portfolio
as of December 31, 1997 has been audited by its independent auditors. You may
obtain further information about AMT Partners Investments and the performance of
the Partners 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" on page 10.

5
<PAGE> 255

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

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

Income From Investment Operations
Net Investment Income .12 .10 .11 .03
Net Gains or Losses on Securities
(both realized and unrealized) 4.82 3.69 3.43 (.26)

-------------------------------------------------------------------
Total From Investment Operations 4.94 3.79 3.54 (.23)

-------------------------------------------------------------------
Less Distributions
Dividends (from net investment income) (.05) (.04) (.01) --
Distributions (from net capital gains) (.77) (.50) (.07) --

-------------------------------------------------------------------
Total Distributions (.82) (.54) (.08) --

-------------------------------------------------------------------
Net Asset Value, End of Year $ 20.60 $16.48 $13.23 $ 9.77

-------------------------------------------------------------------
Total Return(7) +31.25% +29.57% +36.47% -2.30%(4)

-------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in millions) $ 1,632.8 $705.4 $207.5 $ 9.4

-------------------------------------------------------------------
Ratio of Gross Expenses to Average Net
Assets(8) .86% .95% 1.09% --
Ratio of Net Expenses to Average Net
Assets .86% .95% 1.09% 1.75%(5)

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

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

-------------------------------------------------------------------
</TABLE>

6)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 did not have a portfolio turnover
rate nor did it pay any brokerage commissions. Portfolio turnover rates for
AMT Partners Investments for the period from May 1, 1995 to December 31, 1995
and the years ended December 31, 1996 and 1997 were 98%, 118%, and 106%,
respectively. The average commission rates paid for the period from May 1,
1995 to December 31, 1995 and for the years ended December 31, 1996 and 1997
were $0.0594, $0.0583 and $0.0560, respectively.

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
fiscal period and assumes dividends and other 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 charges and other expenses that apply to
the separate account or the related insurance policies, and the inclusion of
these charges or other expenses would reduce the total return figures for all
fiscal periods shown.

8)For fiscal periods ending after September 1, 1995, the Portfolio is required
to calculate an expense ratio without taking into consideration any expense
reductions related to expense offset arrangements.

6
<PAGE> 256

INVESTMENT PROGRAM

The investment policies and limitations of the Partners Portfolio and its
corresponding Series, AMT Partners Investments, are identical. The Portfolio
invests only in its corresponding Series. Therefore, the following shows you the
kinds of securities in which AMT Partners Investments invests. For an
explanation of some types of investments, see "Description of Investments" on
page 20.

Investment policies and limitations of the Partners Portfolio and its
corresponding Series are not fundamental unless otherwise specified on page 7 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
Partners Investments' investment program are described in the SAI.

- -------------------------------------
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.
Up to 15% of the Series' net assets, measured at the time of investment, may
be invested in corporate 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. For more information on lower rated securities, see
"Ratings of Debt Securities" on page 8, "Fixed Income Securities" in the SAI,
and Appendix A in the SAI.

Investments in small- and mid-cap company stocks may present greater
opportunities for capital appreciation than investments in stocks of
large-capitalization companies. However, small- and mid-cap company stocks may
have higher risk and volatility. These companies may have limited product lines,
market or financial resources, or they may be dependent upon a limited
management group. Small- and mid-cap company stocks generally are not as broadly
traded as large-cap company stocks and their prices thus may fluctuate more
widely and abruptly. Any such movements in stocks held by a Series would be
reflected in the Portfolio's net asset value. Small- and mid-cap company stocks
also are less researched than large-cap company stocks and are often overlooked
in the market.

- -----------------------------------------------------
Short-Term Trading; Portfolio Turnover
- --------------------------------------------------------------------------------

While AMT Partners Investments does not purchase securities with the
intention of profiting from short-term trading, the Series may sell portfolio
securities when N&B Management believes that such action is advisable. It is
anticipated that the annual portfolio turnover rate of and AMT Partners
Investments generally may exceed 100% in

7
<PAGE> 257

some fiscal years. See "Notes to Financial Highlights" for more information
about the portfolio turnover rates for the Partners Portfolio and AMT Partners
Investments.

Turnover rates in excess of 100% generally result in higher transaction
costs (which are borne directly by the Series and indirectly by the Portfolio)
and a possible increase in short-term capital gains (or losses). See "Dividends,
Other Distributions and Tax Status" on page 14.

LOWER-RATED DEBT 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."
Lower-rated debt securities or "junk bonds" are those rated below the fourth
highest category by all NRSROs that have rated them (including those securities
rated as low as D by S&P) or unrated securities of comparable quality.
Securities rated below investment grade may be considered speculative.
Securities rated B are judged to be predominately speculative with respect to
their capacity to pay interest and repay principal in accordance with the terms
of the obligations. Although these securities generally offer higher yields than
investment grade debt securities with similar maturities, lower-quality
securities involve greater risks, including the possibility of default or
bankruptcy. Changes in economic conditions, changes in interest rates, or
developments regarding the entity issuing the security are more likely to cause
price volatility and weaken the capacity of the issuer to make principal and
interest payments than is the case for higher-grade debt securities. In
addition, a fund that invests in lower-quality securities may incur additional
expenses to the extent recovery is sought on defaulted securities. Because of
the many risks involved in investing in high-yield securities, the success of
such investments is dependent on the credit analysis of N&B Management. It is
uncertain how high-yield securities will perform in a market with rising or
continually high interest rates. Additionally, lower-rated debt securities tend
to be less liquid than other securities because the market for them may not be
as broad or active; judgment may play a greater role in pricing such securities
than it

8
<PAGE> 258

does for more liquid securities. N&B Management seeks to reduce the risks
associated with investing in such securities by limiting the Series' holdings in
them and by extensively analyzing the potential benefits of such an investment
in relation to the associates risks.

If the quality of securities held by AMT Partners 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.

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

9
<PAGE> 259

PERFORMANCE INFORMATION

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

All performance information presented for the Portfolio is based on past
performance and does not predict or guarantee future performance. Share prices
may vary, and shares when redeemed may be worth more or less than their original
purchase price. Any Portfolio performance information presented will also
include or be accompanied by performance information for the Life Company
separate accounts investing in the Trust which will take into account
insurance-related charges and other 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.

10
<PAGE> 260

INFORMATION REGARDING ORGANIZATION,

CAPITALIZATION, AND OTHER MATTERS

- -----------------
The Series
- --------------------------------------------------------------------------------

11
<PAGE> 261

12
<PAGE> 262

SHARE PRICES AND NET ASSET VALUE

The Partners 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, on each day the NYSE is open.

AMT Partners Investments values its equity securities (including options)
listed on the NYSE, the American Stock Exchange, other national exchanges, or
the NASDAQ market, and other securities for which market quotations are readily
available, at the last sale price on the day the securities are being valued. 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 on that day. 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.

13
<PAGE> 263

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

14
<PAGE> 264

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" on page 19.
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Variable Contracts (that is, the assets of the Series), which are in addition to
the diversification requirements imposed on the Portfolios by the 1940 Act and
Subchapter M of the Code. Failure to satisfy those standards would result in
imposition of Federal income tax on a Variable Contract owner with respect to
the increase in the value of the Variable Contract. Section 817(h)(2) provides
that a segregated asset account that funds contracts such as the Variable
Contracts is treated as meeting the diversification standards if, as of the
close of each calendar quarter, the assets in the account meet the
diversification requirements for a regulated investment company and no more than
55% of those assets consist of cash, cash items, U.S. Government securities and
securities of other regulated investment companies.
The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.
AMT Partners Investments will be managed with the intention of complying
with these diversification requirements. It is possible that, in order to comply
with these requirements, less desirable investment decisions may be made which
would affect the investment performance of the Portfolio.
Section 817 of the Code and the Treasury Regulations thereunder do not
currently address variable contract diversification in the context of a
master/feeder fund structure. As described under "Tax Status" above, 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.

15
<PAGE> 265

MANAGEMENT AND ADMINISTRATION

Messrs. Michael M. Kassen and Robert I. Gendelman are primarily responsible
for the day-to-day management of AMT Partners Investments. Messrs. Kassen and
Gendelman are Vice Presidents of N&B Management and principals of
Neuberger&Berman, and have had responsibility for AMT Partners Investments since
March and October 1994, respectively. Mr. Kassen has been an employee of N&B
Management since 1990. Mr. Gendleman was a portfolio manager for another mutual
fund manager from 1992 to 1993.

N&B Management serves as distributor in connection with the offering of the
Portfolio's shares. In connection with the sale of the Portfolio's shares, the
Portfolio has authorized the distributor to give only such information and to
make only such statements and representations as are contained in the
Portfolio's Prospectus. The distributor is responsible only for information
given and statements and representations made in the Portfolio's Prospectus and
is not responsible for any information given or any statements or
representations made by the Life Companies or by brokers or salespersons in
connection with Variable Contracts.
Neuberger&Berman acts as the principal broker for the Series to the extent a
broker is used in the purchase and sale of portfolio securities and in the sale
of covered call options, and for those services receives brokerage commissions.
In effecting securities transactions, the Series seeks to obtain the best price
and execution of orders. For more information, see the SAI.
The principals and employees of Neuberger&Berman and officers and employees
of N&B Management, together with their families, have invested over $120 million
of their own money in Neuberger&Berman Funds.

16
<PAGE> 266

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 restrict securities trading in
personal accounts of the portfolio managers and others who normally come into
possession of information on portfolio transactions.

- ---------------
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 may sub-contract 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 (SERIES) ADMINISTRATION (PORTFOLIO)
- ------------------------------------------------------------------
<S> <C> <C>
PARTNERS 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
</TABLE>

17
<PAGE> 267

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

18
<PAGE> 268

DISTRIBUTION AND REDEMPTION OF TRUST SHARES

- --------------------------------------------------------------
Distribution and Redemption of Trust Shares
- --------------------------------------------------------------------------------
Shares of the Trust are issued and redeemed in connection with investments
in and payments under the Variable Contracts issued through separate accounts of
the Life Companies which may or may not be affiliated with the Trust. Shares of
the one Portfolio of the Trust are also offered directly to Qualified Plans.
Shares of the Trust are purchased and redeemed at net asset value.
The Boards of Trustees of the Trust and Managers Trust have undertaken to
monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, it is theoretically
possible that the interests of various Variable Contract owners participating in
the Trust and Managers Trust and the interests of Qualified Plans investing in
the Trust and Managers Trust may conflict. If such a conflict were to occur, one
or more Life Company separate accounts or Qualified Plans might withdraw its
investment in the Trust. This might force the Trust to sell portfolio securities
at disadvantageous prices.
Redemptions will be effected by the separate accounts to meet obligations
under the Variable Contracts and by the Qualified Plans. Contract owners do not
deal directly with the Trust with respect to acquisition or redemption of
shares. The trustees of the Trust may refuse to sell shares of any Portfolio to
any person, or suspend or terminate the offering of shares of any Portfolio if
such action is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the trustees acting in good faith and in light
of their fiduciary duties under federal and any applicable state laws, necessary
in the best interests of the shareholders of such Portfolio.

19
<PAGE> 269

SERVICES

DESCRIPTION OF INVESTMENTS

In addition to the securities referred to in "Investment Program" herein,
AMT Partners 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), Freddie Mac (also
known as the Federal Home Loan Mortgage Corporation), Student Loan Marketing
Association (commonly known as "Sallie Mae"), 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 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, RESTRICTED AND RULE 144A SECURITIES. The Series may invest up to
15% of its net assets in illiquid securities, which are securities that cannot
be expected to be sold within seven days at approximately the price at which
they are valued. These may include unregistered or other restricted securities
and repurchase agreements maturing in greater than seven days. Illiquid
securities may also include commercial paper under section 4(2) of the
Securities Act of 1933, and Rule 144A securities (restricted securities that may
be traded freely among qualified institutional buyers pursuant to an exemption
from the registration requirements of the securities laws); these securities are
considered illiquid unless N&B Management, acting pursuant to guidelines
established by the trustees of Managers Trust, determines they are liquid.
Generally, foreign securities freely tradable in their principal market are not
considered restricted or illiquid. Illiquid securities may be difficult for the
Series to value or dispose of due to the absence of an active trading market.
The sale of some illiquid securities by the Series may be subject to legal
restrictions which could be costly to the Series. Due to the absence of an
active trading market, a Series may experience difficulty in valuing or
disposing of illiquid securities.

20
<PAGE> 270

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. This 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 United States. 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.
Factors affecting investments in foreign securities include, but are not
limited to, varying custody, brokerage and settlement practices which may cause
delays and expose the Series to the creditworthiness of a foreign broker;
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; 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 between the U.S. dollar and a

21
<PAGE> 271

foreign currency will reduce the value of certain portfolio securities
irrespective of the performance of the underlying investment. In addition, the
Series generally will 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 heavily dependent on foreign
oil and 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.

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

22
<PAGE> 272

The primary risks in using call options are: (1) imperfect correlation or no
correlation between changes in market value of the securities or currencies held
by the Series and the prices of the options; (2) possible lack of a liquid
secondary market for options and the resulting inability to close out a options
when desired; (3) the fact that the use of options is a highly specialized
activity that involves skills, techniques and risks (including price volatility
and a high degree of leverage) different from those associated with the
selection of the Series' securities; (4) the fact that, although use of options
can reduce the risk of loss, it also can reduce the opportunity for gain, or
even result in losses, by offsetting favorable price movements in hedged
investments; and (5) the possible inability of the Series to purchase or sell a
security at a time that would otherwise be favorable for it to do so, or the
possible need for the Series to sell a security at a disadvantageous time, due
to its need to maintain "cover" or to segregate securities in connection with
its use of options. When the Series uses options, the Series will place cash,
fixed income or equity securities in a segregated account, or will "cover" its
position to the extent required by SEC staff policy. Options are considered
derivatives.

FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. In a when-issued or forward
commitment transaction, the Series commits to purchase securities that will be
issued at a future date (generally within two months) and pays for the
securities when they are delivered at a future date (generally within two
months). If the seller fails to complete the sale, the Series may lose the
opportunity to obtain a favorable price and yield. When-issued securities or
securities subject to a forward commitment may decline or increase in value
during the period from the Series' investment commitment to the settlement of
the purchase, which may magnify fluctuation in the Series' and the Portfolio's
NAV.

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.
OTHER INVESTMENTS. Although the Series ordinarily invests primarily in
common stocks, when market conditions warrant it may invest in preferred stocks,
securities convertible into or exchangeable for common stocks,

23
<PAGE> 273

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.

USE OF JOINT PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION

24
<PAGE> 274

LIMITED MATURITY BOND PORTFOLIO
PARTNERS PORTFOLIO
NEUBERGER&BERMAN
ADVISERS MANAGEMENT TRUST

PROSPECTUS
MAY 1, 1998

NBAMTC0M0598
<PAGE> 275

Neuberger&Berman
ADVISERS MANAGEMENT TRUST

- --------------------------------------------
Limited Maturity Bond Portfolio
Partners Portfolio
- --------------------------------------------------------------------------------
Neuberger&Berman ADVISERS MANAGEMENT TRUST (the "Trust") is intended to meet
differing investment objectives and currently is comprised of eight separate
Portfolios, two of which are offered herein. While each portfolio (each a
"Portfolio" and collectively, "Portfolios") issues its own class of shares,
which in some instances have rights separate from other classes of shares, the
Trust is one entity with respect to certain important items (e.g., certain
voting rights).
Shares of the Trust are offered to life insurance companies ("Life
Companies") for allocation to certain of their separate accounts established for
the purpose of funding variable annuity contracts and variable life insurance
policies ("Variable Contracts"). Shares of one of the Portfolios are also
offered directly to qualified pension and retirement plans ("Qualified Plans").
THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE LIMITED MATURITY BOND
PORTFOLIO AND PARTNERS 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 LIMITED MATURITY BOND INVESTMENTS
(THE LIMITED MATURITY BOND PORTFOLIO'S CORRESPONDING SERIES) AND AMT PARTNERS
INVESTMENTS (THE PARTNERS PORTFOLIO'S CORRESPONDING SERIES) ARE EACH MANAGED BY
NEUBERGER&BERMAN MANAGEMENT INCORPORATED(R) ("N&B MANAGEMENT"). AMT LIMITED
MATURITY BOND INVESTMENTS INVESTS IN SECURITIES IN ACCORDANCE WITH AN INVESTMENT
OBJECTIVE, POLICIES, AND LIMITATIONS IDENTICAL TO THOSE OF THE LIMITED MATURITY
BOND PORTFOLIO, AND AMT PARTNERS INVESTMENTS INVESTS IN SECURITIES IN ACCORDANCE
WITH AN INVESTMENT OBJECTIVE, POLICIES, AND LIMITATIONS IDENTICAL TO THOSE OF
THE PARTNERS PORTFOLIO. THE INVESTMENT PERFORMANCE OF EACH PORTFOLIO CORRESPONDS
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 STRUCTURE THAT YOU SHOULD CONSIDER, SEE "INFORMATION
REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER MATTERS" ON PAGE 15.
Please read this Prospectus before investing in the Limited Maturity Bond
Portfolio or the Partners Portfolio 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, 1998, is on file with the Securities and
Exchange Commission ("SEC"). 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 this
Prospectus, the SAI, material incorporated by reference, and other information
regarding the Portfolios and the Series.

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

DATE OF PROSPECTUS: MAY 1, 1998

1
<PAGE> 276

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY 3
The Portfolios and Series 3
Risk Factors 3
Management 4
The Neuberger&Berman Investment Approach 4

FINANCIAL HIGHLIGHTS 5
Selected Per Share Data and Ratios 5

INVESTMENT PROGRAM 8
AMT Limited Maturity Bond Investments 8
AMT Partners Investments 9
Special Considerations of Small- and
Mid-Cap Company Stocks 9
Short-Term Trading; Portfolio Turnover 9
Other Investments 9
Ratings of Debt Securities 10
Borrowings 11
Duration 12

PERFORMANCE INFORMATION 13

INFORMATION REGARDING ORGANIZATION,

CAPITALIZATION, AND OTHER MATTERS 14
The Portfolios 14
The Series 14

SHARE PRICES AND NET ASSET VALUE 16

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

SPECIAL CONSIDERATIONS 18

MANAGEMENT AND ADMINISTRATION 19
Trustees and Officers 19
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 22
Distribution and Redemption of Trust
Shares 22
Distribution Plan 22

SERVICES 23

DESCRIPTION OF INVESTMENTS 23

USE OF JOINT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION 29
</TABLE>

2
<PAGE> 277

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. This is sometimes called a master/feeder structure, because each
Portfolio "feeds" shareholders' investments into its corresponding Series, a
"master" fund. The trustees of the Trust believe that this structure may benefit
shareholders. Although the Trust is currently the only investor in each Series,
investment in a Series by investors in addition to the Trust may enable the
Series to achieve economies of scale that could reduce expenses. For more
information about the organization of the Portfolios and the Series, including
certain features of the master/feeder fund structure, see "Information Regarding
Organization, Capitalization, and Other Matters" on page 14. For more details
about AMT Limited Maturity Bond Investments and AMT Partners Investments, their
investments and their risks, see "Investment Program" on page 8, "Ratings of
Debt Securities" on page 10, "Borrowings" on page 11, and "Description of
Investments" on page 23.
A summary of important features of the Limited Maturity Bond Portfolio and
the Partners Portfolio and their corresponding Series appears below. You should
also read the complete descriptions of the Portfolios and their corresponding
Series' investment objectives and policies, which begin on page 8, and related
information. Of course, there can be no assurance that the Portfolios will meet
their investment objectives.

<TABLE>
<CAPTION>
NEUBERGER&BERMAN INVESTMENT PRINCIPAL SERIES
ADVISERS MANAGEMENT TRUST OBJECTIVE INVESTMENTS
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIMITED MATURITY BOND Highest current income consistent Short- to intermediate-term debt
PORTFOLIO with low risk to principal and securities, primarily investment
liquidity; and secondarily, total grade
return
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 AMT Limited Maturity Bond Investments
and AMT Partners Investments in equity securities, foreign securities, options
and futures contracts, zero coupon bonds, pay-in-kind bonds, and debt securities
rated below investment grade. Each Series may invest in fixed income securities,
the value of which, measured in the currencies in which they are denominated, 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. The value of debt securities is also affected by the
creditworthiness of the issuer.
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 that are rated at least B or higher by Moody's Investors
Service, Inc. ("Moody's") or Standard & Poor's Rating Group ("S&P") or, if
unrated, deemed by N&B Management to be of comparable quality ("comparable
unrated securities"). 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

3
<PAGE> 278

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" on page 10 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 Limited
Maturity Bond Investments and AMT Partners Investments. 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"
on page 19.

- --------------------------------------------------------------
The Neuberger&Berman Investment Approach
- --------------------------------------------------------------------------------
AMT Partners Investments is managed using the value-oriented investment
approach. A value-oriented portfolio manager buys stocks that are selling for a
price that is lower than what the manager believes they are worth. These include
stocks that are currently under-researched or are temporarily out of favor on
Wall Street.
Portfolio managers identify value stocks in several ways. One of the most
common identifiers is a low price- to-earnings ratio -- that is, stocks selling
at multiples of earnings per share that are lower than that of the market as a
whole. Other criteria are high dividend yield, a strong balance sheet and
financial position, a recent company restructuring with the potential to realize
hidden values, strong management, and low price-to-book value (net value of the
company's assets). A value-oriented manager believes that, over time, securities
that are undervalued are more likely to appreciate in price and be subject to
less risk of price decline than securities whose market prices have already
reached their perceived economic values. This approach also contemplates selling
portfolio securities when N&B Management believes they have reached their
potential.

4
<PAGE> 279

FINANCIAL HIGHLIGHTS

- --------------------------------------------------
Selected Per Share Data and Ratios
- --------------------------------------------------------------------------------
The financial information in the following tables for the Limited Maturity
Bond Portfolio and the Partners Portfolio as of December 31, 1997 has been
audited by the Portfolios' independent auditors. You may obtain further
information about AMT Limited Maturity Bond Investments and AMT Partners
Investments and the performance of the Limited Maturity Bond Portfolio and the
Partners 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" on page 13.

5
<PAGE> 280

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

<TABLE>
<CAPTION>
Year Ended December 31,
1997(2) 1996(2) 1995(2) 1994 1993 1992 1991 1990 1989 1988(3)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Year $14.05 $14.71 $14.02 $14.66 $14.33 $14.32 $13.62 $13.48 $13.01 $12.14
--------------------------------------------------------------------------------------------
Income From Investment Operations
Net Investment Income .88 .92 .82 .78 .84 1.03 1.04 1.15 1.12 .92
Net Gains or Losses on
Securities (both realized and
unrealized) .02 (.34) .65 (.80) .08 (.33) .43 (.10)(4) .20 (.05)
--------------------------------------------------------------------------------------------
Total From Investment
Operations .90 .58 1.47 (.02) .92 .70 1.47 1.05 1.32 .87
--------------------------------------------------------------------------------------------
Less Distributions
Dividends (from net investment
income) (.83) (1.24) (.78) (.55) (.52) (.66) (.77) (.91) (.85) --
Distributions (from net capital
gains) -- -- -- (.07) (.07) (.03) -- -- -- --
--------------------------------------------------------------------------------------------
Total Distributions (.83) (1.24) (.78) (.62) (.59) (.69) (.77) (.91) (.85) --
--------------------------------------------------------------------------------------------
Net Asset Value, End of Year $14.12 $14.05 $14.71 $14.02 $14.66 $14.33 $14.32 $13.62 $13.48 $13.01
--------------------------------------------------------------------------------------------
Total Return(5) +6.74% +4.31% +10.94% -.15% +6.63% +5.18% +11.34% +8.32% +10.77% +7.17%
--------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(in millions) $251.1 $256.9 $238.9 $344.8 $343.5 $187.0 $83.0 $46.0 $31.5 $25.4
--------------------------------------------------------------------------------------------
Ratio of Gross Expenses to
Average Net Assets(6) .77% .78% .71% -- -- -- -- -- -- --
Ratio of Net Expenses to
Average Net Assets .77% .78% .71% .66% .64% .64% .68% .76% .88% 1.01%
--------------------------------------------------------------------------------------------
Ratio of Net Investment Income
to Average Net Assets 6.27% 6.01% 5.99% 5.42% 5.19% 5.80% 6.61% 7.66% 8.11% 7.15%
--------------------------------------------------------------------------------------------
Portfolio Turnover Rate(7) -- -- 27% 90% 159% 114% 77% 124% 116% 197%
--------------------------------------------------------------------------------------------
</TABLE>

NOTES:
1)The per share amounts which are shown have been computed based on the average
number of shares outstanding during each fiscal period.
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)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
fiscal period and assumes dividends and other 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 charges and other expenses that apply to
the separate account or the related insurance policies, and the inclusion of
these charges and other expenses would reduce the total return figures for all
fiscal periods shown.
6)For fiscal periods ending after September 1, 1995, the Portfolio is required
to calculate an expense ratio without taking into consideration any expense
reductions related to expense offset arrangements.
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 Limited Maturity Bond Investments for the
period from May 1, 1995 to December 31, 1995 and the years ended December 31,
1996 and 1997 were 78%, 132%, and 86%, respectively.

6
<PAGE> 281

FINANCIAL HIGHLIGHTS
Neuberger&Berman Advisers Management Trust

<TABLE>
<CAPTION>
Period from
March 22, 1994(3)
Year Ended December 31, to December 31,
1997(2) 1996(2) 1995(2) 1994
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 16.48 $13.23 $ 9.77 $10.00
-------------------------------------------------------------------
Income From Investment Operations
Net Investment Income .12 .10 .11 .03
Net Gains or Losses on Securities
(both realized and unrealized) 4.82 3.69 3.43 (.26)
-------------------------------------------------------------------
Total From Investment Operations 4.94 3.79 3.54 (.23)
-------------------------------------------------------------------
Less Distributions
Dividends (from net investment income) (.05) (.04) (.01) --
Distributions (from net capital gains) (.77) (.50) (.07) --
-------------------------------------------------------------------
Total Distributions (.82) (.54) (.08) --
-------------------------------------------------------------------
Net Asset Value, End of Year $ 20.60 $16.48 $13.23 $ 9.77
-------------------------------------------------------------------
Total Return(4) +31.25% +29.57% +36.47% -2.30%(5)
-------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in millions) $ 1,632.8 $705.4 $207.5 $ 9.4
-------------------------------------------------------------------
Ratio of Gross Expenses to Average Net
Assets(6) .86% .95% 1.09% --
Ratio of Net Expenses to Average Net
Assets .86% .95% 1.09% 1.75%(7)
-------------------------------------------------------------------
Ratio of Net Investment Income to Average
Net Assets .60% .60% .97% .45%(7)
-------------------------------------------------------------------
Portfolio Turnover Rate(8) -- -- 76% 90%
-------------------------------------------------------------------
</TABLE>

NOTES:
1)The per share amounts which are shown have been computed based on the average
number of shares outstanding during each fiscal period.
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)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
fiscal period and assumes dividends and other 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 charges and other expenses that apply to
the separate account or the related insurance policies, and the inclusion of
these charges or other expenses would reduce the total return figures for all
fiscal periods shown.
5)Not annualized.
6)For fiscal periods ending after September 1, 1995, the Portfolio is required
to calculate an expense ratio without taking into consideration any expense
reductions related to expense offset arrangements.
7)Annualized.
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 did not have a portfolio turnover
rate nor did it pay any brokerage commissions. Portfolio turnover rates for
AMT Partners Investments for the period from May 1, 1995 to December 31, 1995
and the years ended December 31, 1996 and 1997 were 98%, 118%, and 106%,
respectively. The average commission rates paid for the period from May 1,
1995 to December 31, 1995 and for the years ended December 31, 1996 and 1997
were $0.0594, $0.0583 and $0.0560, respectively.

7
<PAGE> 282

INVESTMENT PROGRAM

The investment policies and limitations of the Limited Maturity Bond
Portfolio and the Partners Portfolio and their corresponding Series are
identical. The Portfolios invest only in their corresponding Series. Therefore,
the following shows you the kinds of securities in which AMT Limited Maturity
Bond Investments and AMT Partners Investments invests. For an explanation of
some types of investments, see "Description of Investments" on page 23.
Investment policies and limitations of the two Portfolios and their
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 Portfolios will achieve their objectives.
Each Portfolio, by itself, does not represent a comprehensive investment
program.
Additional investment techniques, features, and limitations concerning AMT
Limited Maturity Bond Investments' and AMT Partners Investments' investment
programs are described in the SAI.

- -------------------------------------------------------
AMT Limited Maturity Bond Investments
- --------------------------------------------------------------------------------
The investment objective of AMT Limited Maturity Bond Investments and the
Limited Maturity Bond 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.
AMT Limited Maturity Bond Investments seeks to increase income and preserve
or enhance total return by actively managing average portfolio duration in light
of market conditions and trends. The Series invests in a diversified portfolio
consisting primarily 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, S&P, or another nationally recognized statistical
rating organization ("NRSRO") and comparable unrated securities. The
dollar-weighted average duration of the Series will not exceed 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. 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 at the time of
purchase, at least 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 lend portfolio securities. For more information on lower rated
securities, see "Ratings of Debt Securities" on page 10, and "Fixed Income
Securities" and Appendix A in the SAI.

8
<PAGE> 283

- -------------------------------------
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.
Up to 15% of the Series' net assets, measured at the time of investment, may
be invested in corporate 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. For more information on lower rated securities, see
"Ratings of Debt Securities" on page 10, "Fixed Income Securities" in the SAI,
and Appendix A in the SAI.

- --------------------------------------------------------------------------------
Special Considerations of Small- and Mid-Cap Company Stocks
- --------------------------------------------------------------------------------
Investments in small- and mid-cap company stocks may present greater
opportunities for capital appreciation than investments in stocks of
large-capitalization companies. However, small- and mid-cap company stocks may
have higher risk and volatility. These companies may have limited product lines,
market or financial resources, or they may be dependent upon a limited
management group. Small- and mid-cap company stocks generally are not as broadly
traded as large-cap company stocks and their prices thus may fluctuate more
widely and abruptly. Any such movements in stocks held by a Series would be
reflected in the corresponding Portfolio's net asset value. Small- and mid-cap
company stocks also are less researched than large-cap company stocks and are
often overlooked in the market.

- -----------------------------------------------------
Short-Term Trading; Portfolio Turnover
- --------------------------------------------------------------------------------
While AMT Limited Maturity Bond Investments and AMT Partners Investments do
not purchase securities with the intention of profiting from short-term trading,
both Series may sell portfolio securities when N&B Management believes that such
action is advisable. See "Notes to Financial Highlights" for more information
about the portfolio turnover rates.
It is anticipated that the annual portfolio turnover rate of AMT Partners
Investments generally may exceed 100% in some fiscal years. See "Notes to
Financial Highlights" for more information about the portfolio turnover rate of
each Portfolio and Series.
Turnover rates in excess of 100% generally result in higher transaction
costs (which are borne directly by the Series and indirectly by the
corresponding Portfolio) and a possible increase in short-term capital gains (or
losses). See "Dividends, Other Distributions and Tax Status" on page 17.

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commercial paper and certain other money market instruments, as well as
repurchase agreements collateralized by the foregoing, and AMT Limited Maturity
Bond Investments may adopt shorter weighted average duration than normal.
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. 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,
Inc., 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 by N&B Management to be of
comparable quality. Securities rated by Moody's in its fourth highest category
(Baa) may have speculative characteristics; a change in economic factors could
lead to a weakened capacity of the issuer to repay.
LOWER-RATED DEBT 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 at least 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."
Lower-rated debt securities or "junk bonds" are those rated below the fourth
highest category by all NRSROs that have rated them (including those securities
rated as low as D by S&P) or unrated securities of comparable quality.
Securities rated below investment grade may be considered speculative.
Securities rated B are judged to be predominately speculative with respect to
their capacity to pay interest and repay principal in accordance with the terms
of the obligations. Although these securities generally offer higher yields than
investment grade debt securities with similar maturities, lower-quality
securities involve greater risks, including the possibility of default or
bankruptcy.
Changes in economic conditions, changes in interest rates, or developments
regarding the entity issuing the security are more likely to cause price
volatility and weaken the capacity of the issuer to make principal and interest
payments than is the case for higher-grade debt securities. In addition, a fund
that invests in lower-quality securities may incur additional expenses to the
extent recovery is sought on defaulted securities. Because of the many risks
involved in investing in high-yield securities, the success of such investments
is dependent on the credit analysis of N&B Management. It is uncertain how
high-yield securities will perform in a market with rising or continually high
interest rates. Additionally, lower-rated debt securities tend to be less liquid
than other securities because the market for them may not be as broad or active;
judgment may play a greater role in pricing such securities than it does for
more liquid securities. N&B Management seeks to reduce the risks associated with
investing in such securities by limiting the Series' holdings in them and by
extensively analyzing the potential benefits of such an investment in relation
to the associated risks.
If the quality of securities held by a 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.

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Further information regarding the ratings assigned to securities purchased
by a Series and their meaning is included in the SAI and in the Portfolios' and
Series' annual report.
The following table shows the ratings of debt securities held by AMT Limited
Maturity Bond Investments during the fiscal year ended December 31, 1997. 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. The percentages in each
category represent the average of dollar-weighted month-end holdings during the
period. These percentages are historical only and are not necessarily
representative of the ratings of current and future holdings.

<TABLE>
<CAPTION>
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 12.8% TSY/AGY 12.0%
Highest quality Aaa 19.55% AAA 19.71%
High quality Aa 5.36% AA 2.19%
Upper-Medium grade A 21.10% A 25.96%
Medium grade Baa 23.12% BBB 27.04%
LOWER QUALITY**
Moderately speculative Ba 11.55% BB 6.17%
Speculative B 6.12% B 5.73%
Highly Speculative Caa -- CCC --
Poor Quality Ca -- CC --
Lowest quality, no interest C -- C --
In default, in arrears -- -- D --
TOTAL 99.60%+ 99.60%+
</TABLE>

- -----------------
Borrowings
- --------------------------------------------------------------------------------
AMT Limited Maturity Bond Investments and AMT Partners Investments both have
a fundamental policy that they may not borrow money, except that they 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).
Neither Series expects to borrow money or to enter into reverse repurchase
agreements. As a non-fundamental policy, the Series may not purchase portfolio
securities if its outstanding borrowings, including reverse repurchase
agreements, exceed 5% of its total assets. With respect to AMT Limited Maturity
Bond Investments, dollar rolls are treated as reverse repurchase agreements for
purposes of this limitation.

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<PAGE> 286

- --------------
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 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.
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.

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<PAGE> 287

PERFORMANCE INFORMATION

Performance information for the Portfolios may be presented from time to
time in advertisements and sales literature. A Portfolios' "yield" is calculated
by dividing the Portfolios' annualized net investment income during a recent
30-day period by the Portfolios' net asset value on the last day of the period.
The Portfolios' total return is quoted for the one-year period and, if
applicable, the five-year period and ten-year period and since inception through
the most recent calendar quarter and is determined by calculating the change in
value of a hypothetical $1,000 investment in the Portfolio for each of those
periods. Total return calculations assume reinvestment of all Portfolio
dividends and distributions from net investment income and net realized gains,
respectively.
All performance information presented for the 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 other expenses under such insurance policies and
contracts. Further information regarding the Portfolios' 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 Portfolios to various indices. Advertisements may also
contain the performance rankings assigned the 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 a managed investment vehicle investing,
through their 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.

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<PAGE> 288

INFORMATION REGARDING ORGANIZATION,

CAPITALIZATION, AND OTHER MATTERS

- -----------------
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
eight 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.

14
<PAGE> 289

15
<PAGE> 290

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 the Portfolios and
their 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 Portfolios' 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, on each day the NYSE is open.
AMT Limited Maturity Bond Investments 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 market value. The Series
periodically verifies valuations provided by 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.
AMT Partners Investments values its equity securities (including options)
listed on the NYSE, the American Stock Exchange, other national exchanges, or
the NASDAQ market, and other securities for which market quotations are readily
available, at the last sale price on the day the securities are being valued. 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 on that day. 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.
If N&B Management believes that the price of a security obtained under a
Series' valuation procedures (as described above) does not represent the amount
that the Series reasonably expects to receive on a current sale of the security,
the Series will value the security based on a method that the trustees of
Managers Trust believe accurately reflects fair value.

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<PAGE> 291

DIVIDENDS, OTHER DISTRIBUTIONS AND TAX STATUS

- -----------------
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 not have to pay 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 it distributes 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 the Portfolios, as investors 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 Portfolios qualify as
a regulated investment company. That ruling also concluded that the 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 the Series will not
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.

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<PAGE> 292

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" on page 22.
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.
The Portfolios 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 Portfolios.
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.

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<PAGE> 293

MANAGEMENT AND ADMINISTRATION

- --------------------------------------------------------------------------------
Investment Manager, Administrator, Sub-Adviser and Distributor
- --------------------------------------------------------------------------------
N&B Management serves as the investment manager of the Series, as
administrator of the Portfolios, and as distributor of the shares of the
Portfolios. N&B Management and its predecessor firms have specialized in the
management of no-load mutual funds since 1950. In addition to serving the Series
of Managers Trust, N&B Management currently serves as investment manager or
investment adviser of other mutual funds. Neuberger&Berman acts as sub-adviser
for the Series and other mutual funds managed by N&B Management. These funds had
aggregate net assets of approximately $20.7 billion as of December 31, 1997.
As sub-adviser, Neuberger&Berman furnishes N&B Management with investment
recommendations and research information without added cost to the Series. N&B
Management compensates Neuberger&Berman for its costs in connection with those
services. 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 $52.9 billion of assets as of December 31, 1997. 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, 1997.
Thomas G. Wolfe and Mr. Giuliano are primarily responsible for the
day-to-day management of AMT Limited Maturity Bond Investments. Mr. Wolfe has
been primarily responsible for AMT Limited Maturity Bond Investments since
October 1995. Mr. Wolfe has been a Senior Portfolio Manager in the Fixed Income
Group 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.
Messrs. Michael M. Kassen and Robert I. Gendelman are primarily responsible
for the day-to-day management of AMT Partners Investments. Messrs. Kassen and
Gendelman are Vice Presidents of N&B Management and principals of
Neuberger&Berman, and have had responsibility for AMT Partners Investments since
March and October 1994, respectively. Mr. Kassen has been an employee of N&B
Management since 1990. Mr. Gendelman was a portfolio manager for another mutual
fund manager from 1992 to 1993.
N&B Management serves as distributor in connection with the offering of the
Portfolios' shares. In connection with the sale of the Portfolios' shares, the
Portfolios have authorized the distributor to give only such information and to
make only such statements and representations as are contained in the
Portfolios' Prospectus. The distributor

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<PAGE> 294
is responsible only for information given and statements and representations
made in the Portfolios' Prospectus and is not responsible for any information
given or any statements or representations made by the Life Companies or by
brokers or salespersons in connection with Variable Contracts.
Neuberger&Berman acts as the principal broker for the Series to the extent a
broker is used in the purchase and sale of portfolio securities and in the sale
of covered call options, and for those services receives brokerage commissions.
In effecting securities transactions, the Series seeks to obtain the best price
and execution of orders. For more information, see the SAI.
The principals and employees of Neuberger&Berman and officers and employees
of N&B Management, together with their families, have invested over $120 million
of their own money in Neuberger&Berman Funds.
To mitigate the possibility that the Series will be adversely affected by
personal trading of employees, the Trust, Managers Trust, N&B Management, and
Neuberger&Berman have adopted policies that restrict securities trading in
personal accounts of the portfolio managers and others who normally come into
possession of information on portfolio transactions.

- ---------------
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 Portfolios that include
furnishing similar facilities and personnel for the Portfolios. With the
Portfolios' consent, N&B Management may sub-contract some of its
responsibilities under its administration agreement with the Portfolios 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 (SERIES) ADMINISTRATION (PORTFOLIO)
- --------------------------------------------------------------------------------------------
<S> <C> <C>
LIMITED MATURITY BOND 0.25% of first $500 million 0.40%
0.225% of next $500 million
0.20% of next $500 million
0.175% of next $500 million
0.15% of over $2 billion
PARTNERS 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
</TABLE>

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<PAGE> 295

The Portfolios bear all expenses of their operations other than those borne
by N&B Management as administrator of the Portfolios and as distributor of its
shares. The Series bear all expenses of their 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 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 each 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 their 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. All
correspondence should be sent to State Street, 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.

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<PAGE> 296

DISTRIBUTION AND REDEMPTION OF TRUST SHARES

- --------------------------------------------------------------
Distribution and Redemption of Trust Shares
- --------------------------------------------------------------------------------
Shares of the Trust are issued and redeemed in connection with investments
in and payments under the Variable Contracts issued through separate accounts of
the Life Companies which may or may not be affiliated with the Trust. Shares of
one Portfolio of the Trust are also offered directly to Qualified Plans. Shares
of the Trust are purchased and redeemed at net asset value.
The Boards of Trustees of the Trust and Managers Trust have undertaken to
monitor the Trust and Managers Trust, respectively, for the existence of any
material irreconcilable conflict between the interests of the Variable Contract
owners of the Life Companies and to determine what action, if any, should be
taken in the event of a conflict. The Life Companies and N&B Management are
responsible for reporting any potential or existing conflicts to the Boards. Due
to differences of tax treatment and other considerations, it is theoretically
possible that the interests of various Variable Contract owners participating in
the Trust and Managers Trust and the interests of Qualified Plans investing in
the Trust and Managers Trust may conflict. If such a conflict were to occur, one
or more Life Company separate accounts or Qualified Plans might withdraw its
investment in the Trust. This might force the Trust to sell portfolio securities
at disadvantageous prices.
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.

22
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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, including 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 Limited Maturity Bond Investments and AMT Partners Investments 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 each
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), Freddie Mac (also
known as the Federal Home Loan Mortgage Corporation), Student Loan Marketing
Association (commonly known as "Sallie Mae"), 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 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, RESTRICTED AND RULE 144A SECURITIES. The Series may invest up to
15% of their net assets in illiquid securities, which are securities that cannot
be expected to be sold within seven days at approximately the price at which
they are valued. These may include unregistered or other restricted securities
and repurchase agreements maturing in greater than seven days. Illiquid
securities may also include commercial paper under Section 4(2) of the
Securities Act of 1933, and Rule 144A securities (restricted securities that may
be traded freely among qualified institutional buyers pursuant to an exemption
from the registration requirements of the securities laws); these securities are
considered illiquid unless N&B Management, acting pursuant to guidelines
established by the trustees of Managers Trust, determines they are liquid.
Generally, foreign securities freely tradable in their principal market are not
considered restricted or illiquid. Illiquid securities may be difficult for the
Series to value or dispose of due to the absence of an active trading market.
The sale of some illiquid securities by the Series may be subject to legal
restrictions which could be costly to the Series. Due to the absence of an
active trading market, a Series may experience difficulty in valuing or
disposing of illiquid securities.

INFLATION-INDEXED SECURITIES (AMT LIMITED MATURITY BOND INVESTMENTS). 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 principal value of inflation-indexed securities
declines in periods of deflation, but holders at maturity receive no less than
par. If inflation is lower than expected during the period a Series holds the
securities, the Series may earn less

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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.

EQUITY SECURITIES (AMT PARTNERS INVESTMENTS). Equity securities may include
common stocks, preferred stocks, convertible securities and warrants. Common
stocks and preferred stocks represent shares of ownership in a corporation.
Preferred stocks usually have specific dividends and rank after bonds and before
common stock in claims on assets of the corporation should it be dissolved.
Increases and decreases in earnings are usually reflected in a corporation's
stock price. Convertible securities are debt or preferred equity securities
convertible into common stock. Usually, convertible securities pay dividends or
interest at rates higher than common stock, but lower than other securities.
Convertible securities usually participate to some extent in the appreciation or
depreciation of the underlying stock into which they are convertible. Warrants
are options to buy a stated number of shares of common stock at a specified
price anytime during the life of the warrants. Equity securities' prices
fluctuate based on changes in a corporation's financial condition and on changes
in market or economic conditions, which may cause fluctuations in the
Portfolio's NAV per share.

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 United States, 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.
AMT Limited Maturity Bond Investments may invest up to 25% of the value of
its total assets, measured at the time of investment, in foreign-currency
denominated securities. AMT Partners Investments 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. This 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 United States. 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.
Factors affecting investments in foreign securities include, but are not
limited to, varying custody, brokerage and settlement practices which may cause
delays and expose the Series to the creditworthiness of a foreign broker;
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

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volatility in foreign securities markets; the possibility of expropriation,
nationalization or confiscatory taxation; the imposition of foreign withholding
and other taxes; potentially adverse local, political, economic, social, or
diplomatic developments; limitations on the movement of funds or other assets of
the Series between different countries; difficulties in invoking legal process
abroad and enforcing contractual obligations; and the difficulty of assessing
economic trends in foreign countries. Investment in foreign securities also
involves higher brokerage and custodian expenses than does investment in
domestic securities.
In addition, investing in securities of foreign companies and governments
may involve other risks which are not ordinarily associated with investing in
domestic securities. 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 between the U.S. dollar and a foreign
currency will reduce the value of certain portfolio securities irrespective of
the performance of the underlying investment. In addition, the Series generally
will 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 their 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 heavily dependent on foreign
oil and is located in a seismically active area, and severe earthquakes may
damage important elements of the country's infrastructure. Japanese economic
prospects may be affected by the political and military situations of its near
neighbors, notably North and South Korea, China and Russia.

FOREIGN CURRENCY TRANSACTIONS. The Series may enter into forward contracts
in order to protect against adverse changes in foreign currency exchange rates,
to facilitate transactions in foreign securities and to repatriate dividend or
interest income received in foreign currencies. The Series may enter into
contracts to purchase foreign currencies to protect against an anticipated rise
in the U.S. dollar price of securities it intends to purchase. The Series may
also enter into contracts to sell foreign currencies to protect against a
decline in value of its foreign currency denominated portfolio securities due to
a decline in the value of foreign currencies against the U.S. dollar. Contracts
to sell foreign currency could limit any potential gain which might be realized
by the Series if the value of the hedged currency increased.
If 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
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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option against a security, the Series is obligated to sell that security to the
purchaser of the option at a fixed price at any time during a specified period
if the purchaser decides to exercise the option. The maximum price a Series may
realize on the security during the option period is the fixed price. The Series
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 Investments also may try to reduce the risk of
securities price changes (hedge) or manage portfolio duration by entering into
interest-rate futures contracts traded on futures exchanges and purchasing and
writing options on futures contracts. The Series also write covered call options
and purchase put options on debt securities in its portfolio 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 transactional expense and
certain risks, including 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 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. The writing of options could result
in significant increases in the Series' turnover rates.
The primary risks in using put and call options, futures contracts, and
options on futures contracts, and forward contracts or options on foreign
currencies ("Financial 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 Financial Instruments; (2) possible lack of
a liquid secondary market for Financial Instruments and the resulting inability
to close out a Financial Instrument when desired; (3) the fact that the use of
Financial 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 Financial Instruments 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 Financial 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.

INDEXED SECURITIES (AMT LIMITED MATURITY BOND INVESTMENTS). 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.

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REPURCHASE AGREEMENTS/SECURITIES LOANS. The Series may enter into
repurchase agreements and lend securities from their portfolios. In a repurchase
agreement, a 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 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 (BOTH SERIES) AND DOLLAR ROLLS (AMT LIMITED
MATURITY BOND INVESTMENTS). Both Series may enter into reverse repurchase
agreements. 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 or appropriate liquid 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 the Portfolio's NAV and may be viewed
as a form of leverage. N&B Management monitors the creditworthiness of
counter-parties to reverse repurchase agreements and dollar rolls.

MORTGAGE-BACKED SECURITIES (AMT LIMITED MATURITY BOND 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, Fannie Mae and Freddie Mac 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 market 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 LIMITED MATURITY BOND 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

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depends upon individuals paying the underlying loans which may be affected
adversely by general downturns in the economy. 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.

CONVERTIBLE SECURITIES (AMT PARTNERS INVESTMENTS). 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.

CALLABLE BONDS (AMT LIMITED MATURITY BOND INVESTMENTS). Many bonds give the
issuer the right to repay them early. If the issuer of a callable bond exercises
this right during a period of falling interest rates, the Series may not be able
to invest the proceeds at a comparably high rate of return.

OTHER INVESTMENTS (AMT PARTNERS INVESTMENTS). Although the Series
ordinarily invests primarily in common stocks, when market conditions warrant
the Series may invest in preferred stocks, securities convertible into or
exchangeable for common stock, 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.

VARIABLE AND FLOATING RATE SECURITIES (AMT LIMITED MATURITY BOND
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 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. Among the variable and floating rate securities in which the Series
may invest are so-called guaranteed investment contracts ("GICs") issued by
insurance companies. In the event of insolvency of the issuing insurance
company, the ability of the Series to recover its assets may depend on the
treatment of GICs under state insurance law. GICs are generally regarded as
illiquid.

ZERO COUPON, STEP COUPON AND PAY-IN-KIND SECURITIES. The Series may invest
in zero coupon securities. AMT Limited Maturity Bond Investments may invest in
step coupon securities. These securities do not pay interest currently; instead,
they are sold at a deep discount from their face value and are redeemed at face
value when they mature. Because these securities 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 these
securities' purchase price and their face value. Pay-in-kind securities pay
interest through the issuance of additional securities. Because the Series are
required by the federal tax law to distribute to their shareholders at least
annually substantially

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all of their income, including non-cash income attributable to zero coupon and
pay-in-kind securities, the Series may have to dispose of securities to obtain
cash for such distributions.

MUNICIPAL OBLIGATIONS (AMT LIMITED MATURITY BOND 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 generally 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 adversely 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 restructuring of the federal income tax system.
These developments could reduce the value of all municipal securities, or the
securities of particular issuers.

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 any combined 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.

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

STATEMENT OF ADDITIONAL INFORMATION

Dated May 1, 1998

The Balanced Portfolio, Growth Portfolio, Guardian Portfolio, International
Portfolio, Limited Maturity Bond Portfolio, Liquid Asset Portfolio, Mid-Cap
Growth Portfolio and Partners Portfolio (each a "Portfolio") of Neuberger&Berman
Advisers Management Trust ("Trust") offer shares pursuant to a Prospectus dated
May 1, 1998 and invest all of their net investable assets in AMT Balanced
Investments, AMT Growth Investments, AMT Guardian Investments, AMT International
Investments, AMT Limited Maturity Bond Investments, AMT Liquid Asset
Investments, AMT Mid-Cap Growth Investments and AMT Partners Investments (each a
"Series"), respectively. The Portfolios' Prospectus provides the basic
information that an investor ought to know before investing. A copy of the
Prospectus may be obtained, without charge, by writing the Trust at 605 Third
Avenue, 2nd Floor, New York, NY 10158-0180, or by calling the Trust at
800-877-9700. This Statement of Additional Information ("SAI") is not a
prospectus and should be read in conjunction with the Prospectus. No person has
been authorized to give any information or to make any representations not
contained in the Prospectus or in this SAI in connection with the offering made
by the Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by a Portfolio or its
distributor. The Prospectus and this SAI do not constitute an offering by a
Portfolio or its distributor in any jurisdiction in which such offering may not
lawfully be made.

<PAGE>

TABLE OF CONTENTS
Page

INVESTMENT INFORMATION........................................................1

Investment Policies and Limitations..................................1
Rating Agencies......................................................4
Discussions With Portfolio Managers..................................4
Additional Investment Information...................................11

CERTAIN RISK CONSIDERATIONS..................................................37

PERFORMANCE INFORMATION......................................................38

TRUSTEES AND OFFICERS........................................................40

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..........................45

INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION SERVICES..................47

Expense Limitation..................................................49
Management and Control of N&B Management............................50
Sub-Adviser.........................................................50
Investment Companies Advised........................................51

DISTRIBUTION ARRANGEMENTS....................................................53

ADDITIONAL REDEMPTION INFORMATION............................................54

Suspension of Redemptions...........................................54
Redemptions in Kind.................................................54

DIVIDENDS AND OTHER DISTRIBUTIONS............................................54

ADDITIONAL TAX INFORMATION...................................................55
Taxation of Each Portfolio..........................................55
Taxation of Each Series.............................................56

VALUATION OF PORTFOLIO SECURITIES............................................58

PORTFOLIO TRANSACTIONS.......................................................58

AMT International Investments.......................................59
All Series..........................................................59
Portfolio Turnover..................................................64

REPORTS TO SHAREHOLDERS......................................................64

CUSTODIAN AND TRANSFER AGENT.................................................64

INDEPENDENT AUDITORS.........................................................64

LEGAL COUNSEL................................................................64

REGISTRATION STATEMENT.......................................................65

FINANCIAL STATEMENTS.........................................................65

APPENDIX A: RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER................A-1

APPENDIX B: A CONVERSATION WITH ROY NEUBERGER..............................B-1

<PAGE>

INVESTMENT INFORMATION

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

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

Investment Policies and Limitations

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

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

All other fundamental and non-fundamental investment objectives, policies
and limitations of each Portfolio are identical to those of its corresponding
Series. Therefore, although the following discusses the investment objectives,
policies and limitations of the Series, it applies equally to their
corresponding Portfolios. Because each Portfolio invests all of its net
investable assets in its corresponding Series, however, a Series' investment
policies and limitations govern the type of investments in which the
corresponding Portfolio has an indirect interest.

For purposes of the investment limitation on concentration in a particular
industry, N&B Management determines the "issuer" of a municipal obligation that
is not a general obligation note or bond based on the obligation's
characteristics. The most significant of these characteristics is the source of
funds for the repayment of principal and payment of interest on the obligation.
If an obligation is backed by an irrevocable letter of credit or other
guarantee, without which the obligation would not qualify for purchase under a
Portfolio's quality restrictions, an issuer of the letter of credit or the
guarantee is considered an issuer of the obligation. If an obligation meets the
quality restrictions of a Series without credit support, the Series treats the
commercial developer or the industrial user, rather than the governmental entity
or the guarantor, as the issuer of the obligation, even if the obligation is
backed by a letter of credit or other guarantee. The Liquid Asset Portfolio and
its corresponding Series determine the "issuer" of a municipal obligation for
purposes of its policy on industry concentration in accordance with the
principles of Rule 2a-7 under the 1940 Act. Also for purposes of the investment
limitation on concentration in a particular industry, both mortgage-backed and
asset-backed securities are grouped together as a single industry.

Except for the limitation on borrowing and, with respect to AMT Limited
Maturity Bond Investments and AMT Liquid Asset Investments, the limitation on
illiquid securities, any maximum percent of securities or assets contained in
any investment policy or limitation will not be considered to be exceeded unless
the percentage limitation is exceeded immediately after, and because of, a
transaction by a Series. If events subsequent to a transaction result in a
Series exceeding the percentage limitation on borrowing or illiquid securities,
N&B Management will take appropriate steps to reduce the percentage of
borrowings or the percentage held in illiquid securities, as may be required by
law, within a reasonable amount of time. The Series' fundamental investment
policies and limitations are as follows:

1. Borrowing. Each Series may not borrow money, except that a Series may
(i) borrow money from banks for temporary or emergency purposes and not for
leveraging or investment (except for AMT International Investments which may
borrow for leveraging or investment) and (ii) enter into reverse repurchase
agreements for any purpose; provided that (i) and (ii) in combination do not
exceed 33-1/3% of the value of its total assets (including the amount borrowed)
less liabilities (other than borrowings). If at any time borrowings exceed
33-1/3% of the value of a Series' total assets, the Series will reduce its
borrowings within three days (excluding Sundays and holidays) to the extent
necessary to comply with the 33-1/3% limitation.

2. Commodities. Each Series may not purchase physical commodities or
contracts thereon, unless acquired as a result of the ownership of securities or
instruments, but this restriction shall not prohibit a Series from purchasing
futures contracts or options (including options on futures and foreign
currencies and forward contracts but excluding options or futures contracts on
physical commodities) or from investing in securities of any kind.

For purposes of the limitations on commodities, the Series do not consider
foreign currencies or forward contracts to be physical commodities.

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

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

5. Lending. Each Series may not lend any security or make any other loan
if, as a result, more than 33-1/3% of its total assets (taken at current value)
would be lent to other parties, except in accordance with its investment
objective, policies, and limitations, (i) through the purchase of a portion of
an issue of debt securities or (ii) by engaging in repurchase agreements.

6. Real Estate. Each Series may not purchase real estate unless acquired as
a result of the ownership of securities or instruments, but this restriction
shall not prohibit a Series from purchasing securities issued by entities or
investment vehicles that own or deal in real estate or interests therein, or
instruments secured by real estate or interests therein.

7. Senior Securities. Each Series may not issue senior securities, except
as permitted under the 1940 Act.

8. Underwriting. Each Series may not underwrite securities of other
issuers, except to the extent that a Series, in disposing of portfolio
securities, may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 ("1933 Act").

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

1. Borrowing. (All Series except AMT International Investments). Each
Series may not purchase securities if outstanding borrowings, including any
reverse repurchase agreements, exceed 5% of its total assets.

2. Lending. Except for the purchase of debt securities and engaging in
repurchase agreements, each Series may not make any loans other than securities
loans.

3. Margin Transactions. Each Series may not purchase securities on margin
from brokers or other lenders except that a Series may obtain such short-term
credits as are necessary for the clearance of securities transactions. For all
Series (except AMT Liquid Asset Investments) margin payments in connection with
transactions in futures contracts and options on futures contracts shall not
constitute the purchase of securities on margin and shall not be deemed to
violate the foregoing limitation.

4. Illiquid Securities. Each Series may not purchase any security if, as a
result, more than 15% (10% in the case of AMT Liquid Asset Investments) of its
net assets would be invested in illiquid securities. Illiquid securities include
securities that cannot be sold within seven days in the ordinary course of
business for approximately the amount at which the Series has valued the
securities, such as repurchase agreements maturing in more than seven days.

5. Investments in Any One Issuer. (AMT International Investments). At the
close of each quarter of the Series' taxable year, (i) no more than 25% of its
total assets will be invested in the securities of a single issuer, and (ii)
with regard to 50% of its total assets, no more than 5% of its total assets will
be invested in the securities of a single issuer. These limitations do not apply
to U.S. government securities, as defined for tax purposes.

6. Foreign Securities. (AMT Partners Investments and AMT Guardian
Investments). These Series may not invest more than 10% of the value of their
total assets in securities of foreign issuers, provided that this limitation
shall not apply to foreign securities denominated in U.S. dollars.

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

In addition to the preceding non-fundamental investment policies and
limitations, AMT Liquid Asset Investments has adopted procedures pursuant to
Rule 2a-7 under the 1940 Act which impose certain restrictions and limitations
on the Series' investments.

Rating Agencies

As discussed in the Prospectus, each Series may purchase securities rated
by Standard & Poor's Ratings Group ("S&P"), Moody's Investors Service, Inc.
("Moody's"), or any other nationally recognized statistical rating organization
("NRSRO"). The ratings of an NRSRO represent its opinion as to the quality of
securities it undertakes to rate. Ratings are not absolute standards of quality;
consequently, securities with the same maturity, coupon and rating may have
different yields. Although the Series may rely on the ratings of any NRSRO, the
Series mainly refer to ratings assigned by S&P and Moody's, which are described
in Appendix A to this SAI. The Series may also invest in unrated securities that
are deemed comparable in quality by N&B Management to the rated securities in
which the Series may permissibly invest.

Discussions With Portfolio Managers

AMT Growth Investments; AMT Balanced Investments (equity securities portion)

The portfolio co-managers focus their research efforts on mid-cap stocks in
new and/or rapidly evolving industries. The mid-cap growth sector is less widely
followed by Wall Street analysts and therefore, less efficient than the
large-cap stock market. Within this sector, the co-managers believe they are
likely to identify more of their brand of growth stock opportunities.
Considering the currently high valuations of large-cap growth stocks relative to
mid-cap growth stocks with what the portfolio co-managers think is comparable
or, in many cases, better earnings growth potential, they believe the Series is
particularly well positioned in today's market.

The Series now uses the Russell Mid Cap(TM) Growth Index as its benchmark.
Consistent with the Series' capitalization parameters and growth style, the
co-managers believe this is a more appropriate benchmark than the S&P "500." For
purposes of its policy regarding investment in mid-cap companies, the Series
looks at the range of the Russell MidCap(TM) Index as of its last annual
adjustment. The Frank Russell Company typically announces that range each June
30.

Although the Series has a current intention to focus primarily on mid-cap
stocks, it can invest in securities of companies from any capitalization level.
The portfolio co-managers particularly examine the universe of stocks with
market capitalizations between $300 million and $10 billion, in their search for
promising investment opportunities.

AMT Guardian Investments

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

It's no great trick for a mutual fund to make money when the market is
rising. The tide that lifts stock values will carry most funds along. The true
test of management is its ability to make money even when the market is flat or
declining.

The portfolio co-managers place a high premium on being knowledgeble about
the companies whose stocks they buy. That knowledge is important, because
sometimes it takes courage to buy stocks that the rest of the market has
forsaken. The managers would rather buy an undervalued stock because they expect
it to become fairly valued than buy one fairly valued and hope it becomes
overvalued. The managers tend to buy stocks that are out of favor, believing
that an investor is not going to get great companies at great valuations when
the market perception is great.

Investors who switch around a lot are not going to benefit from AMT
Guardian Investments' approach. They're following the market--this Series is
looking at fundamentals.

AMT International Investments

Equity portfolios consisting solely of domestic investments generally have
not enjoyed the higher returns foreign opportunities can offer. Over the past
thirty years, for example, the average growth rates of many foreign economies
have out-paced that of the United States. While the United States accounted for
almost 66% of the world's total securities market capitalization in 1970, it
accounted for less than 30% of that total at the end of 1996 -- or less than a
third of the dollar value of the world's available stocks and bonds.1

Over time, a number of international equity markets have outperformed their
U.S. counterpart. Although there are no guarantees, foreign markets could
continue to provide attractive investment opportunities.

In addition, according to Morgan Stanley Capital International, the leading
companies in any given sector are not always U.S.-based. For example, all ten of
the largest construction companies, nine of the ten largest banks and seven of
the ten largest automobile companies are based outside of the United States.

A principal advantage of investing overseas is diversification. A
diversified portfolio gives investors the opportunity to pursue increased
overall return while reducing risk. It is prudent to diversify by taking
advantage of investment opportunities in more than one country's stock or bond
market. By investing in several countries through a worldwide portfolio,
investors can lower their exposure and vulnerability to weakness in any one
market. Investors should be aware, however, that international investing is not
a guarantee against market risk and may be affected by economic and other
factors described in the Prospectus and this SAI. These include the prospects of
individual companies and other risks such as currency fluctuations or controls,
expropriation, nationalization and confiscatory taxation.

Furthermore, buying foreign stocks and bonds can be difficult for the
individual investor and involves many decisions. Accessing international markets
is complicated; few individuals have the time or resources to evaluate
thoroughly foreign companies and markets or the ability to incur the high
transaction costs of direct investment in such markets. A mutual fund investing
in foreign securities offers an investor broad diversification at a relatively
low cost.

The Series invests primarily in equity securities of companies located in
developed foreign economies, as well as in "emerging markets." In all cases, N&B
Management's investment process includes a combination of "top-down country
allocation" and "bottom-up security selection."

The portfolio manager searches the world for investment opportunities
wherever and whenever they arise -- in both developed and emerging markets.
First, the portfolio manager looks for countries with strong potential for
growth. N&B Management believes that the majority of the total return in a
global equity portfolio can be attributed to country allocation. The Series'
stock selection process leads to diversification across more than 20 countries
that the manager believes offer the best value.

Then, the portfolio manager focuses on individual companies. The portfolio
manager looks at the fundamentals. Does the company lead its market niche? How
strong is its management? If the company is small, has it shown sustained
growth? In general, the Series' selection process leads to investments in
mid-sized companies in developed countries and larger, more established firms in
emerging markets such as Hungary and Singapore.

Top-down approach to regional and country diversification

N&B Management uses extensive economic research to identify countries that
offer attractive investment opportunities, by analyzing factors such as growth
rates of gross domestic product, interest rate trends, and currency exchange
rates. Market valuations, combined with correlation and volatility comparisons,
provide N&B Management with a target allocation across twenty or more countries.

Bottom-up approach to security selection

N&B Management's value-oriented approach seeks out attractively priced
issues, by concentrating on criteria such as a low price-to-earnings ratio
relative to earnings growth rate, balance sheet strength, low price to cash flow
and management quality. Typically, the Series' investment portfolio is comprised
of over 100 different securities issues, primarily of medium- to
large-capitalization companies (determined in relation to the principal market
in which a company's securities are traded).

Currency risk management

Exchange rate movements and volatility are important factors in
international investing. The portfolio manager believes in actively managing the
Series' currency exposure, in an effort to capitalize on foreign currency trends
and to reduce overall portfolio volatility. Currency risk management is
performed separately from equity analysis. The portfolio manager uses a
combination of economic analysis to guide the Series' longer-term posture and
quantitative trend analysis to assist in timing decisions with respect to
whether (or when) to invest in instruments denominated in a particular foreign
currency, or whether (or when) to hedge particular foreign currencies in which
liquid foreign exchange markets exist.

For much of the past two decades, international stocks, on average, have
outperformed U.S. stocks. If you had invested $10,000 in the international
stocks that comprise the EAFE(R) Index and the U.S. stocks that make up the S&P
"500" Index twenty years ago, here's what your investments would have been worth
as of December 31, 1997:

Value of Avg. annual
investment total returns2

International stocks (EAFE(R)) $146,984 14.38%
Domestic stocks (S&P "500") $215,861 16.60%

Of course, these historical results may not continue in the future.
Investors should keep in mind the greater risks inherent in foreign markets,
such as currency exchange fluctuations, interest rates, and potentially adverse
economic and political conditions.

An Interview with the Portfolio Manager

Q: Why should investors allocate a portion of their assets to international
markets?

A: First, an investor who does not invest internationally misses out on
about two-thirds of the world's potential investment opportunities. The U.S.
stock market today represents less than one-third of the world's stock market
capitalization, and the U.S. portion continues to shrink as other countries
around the world introduce or expand the size of their equity markets.
Privatizations of government-owned corporations, initial public offerings and
the occasional creation of official stock exchanges in emerging economies
continuously present new opportunities for capital in an expanding global
market.

Second, many foreign economies are in earlier stages of development than
ours and are growing fast. Economic growth can often mean potential for
investment growth.

Finally, international investing helps an investor increase
diversification, which can reduce risk. Domestic and foreign markets generally
do not all move in the same direction, so gains in one market may offset losses
in another.

Q: Does international investing involve special risks?

A: Currency risk is one important risk presented by international
investing. Fluctuations in exchange rates can either add to or reduce an
investor's returns. Anyone who invests in foreign markets should keep that fact
in mind.

Other risks include, but are not limited to, greater market volatility,
less government supervision and availability of public information, and the
possibility of adverse economic or political developments. Additional special
risks of foreign investing are discussed in the Prospectus and this SAI.

Q: What are some of the advantages of investing in an international fund?

A: An international mutual fund can be a convenient way to invest
internationally and diversify assets among several markets to reduce risk.
Additionally, the considerable burden of obtaining timely, accurate, and
comprehensive information about foreign economies and securities is left to
seasoned professional managers.

Q: What is your investment approach?

A: We seek to capitalize on investments in countries where we believe that
positive economic and political factors are likely to produce above-average
returns. Studies have shown that the allocation of assets among countries is
typically the most important factor contributing to portfolio performance. We
believe that, in the long term, a nation's economic growth and the performance
of its equity market are highly correlated. Therefore, we continuously evaluate
the global economic outlook as well as individual country data to guide country
allocation. Our process also leads to diversification across many countries,
typically twenty or more, in an effort to limit total portfolio risk.

We strive to invest in companies within the selected countries that are in
the best position to capitalize on such positive developments or companies that
are most attractively valued. We usually include in the Series investments the
securities of large-capitalization companies, determined in relation to the
appropriate national market, as well as securities of faster-growing,
medium-sized companies that offer potentially higher returns but are often
associated with higher risk.

The criteria for security selection focus on companies with leadership in
specific markets or with niches in specific industries, which appear to exhibit
positive fundamentals and seem undervalued relative to their earnings potential
or the worth of their assets. Typically, in emerging markets, we invest in
relatively large, established companies that we believe possess the managerial,
financial and marketing strength to exploit successfully the growth of a dynamic
economy. In more developed markets, such as Europe and Japan, the Series may
invest to a higher degree in medium-sized companies. Medium-sized companies can
often provide above-average growth and are less followed by market analysts,
which sometimes leads to inefficient valuation.

Finally, we strive to limit total portfolio volatility and protect the
value of portfolio securities by selectively hedging the Series' foreign
currency exposure in times when we expect the U.S. dollar to strengthen.

Q: How do you perceive the current outlook?

A: There is still an abundance of exciting investment opportunities around
the world. Many equity markets still have not reached the maturity stage of the
U.S. market and have much more room to grow. There are new markets opening up to
foreign investment and many changes are occurring in markets where equity
investments have traditionally commanded less attention than fixed income
securities.

Q: Compared to the stock market in the United States are there more
anomalies in security pricing abroad?

A: Well, the rest of the world is not as well followed as the United
States. So you'll find more anomalies. At the same time, though, the level of
analysis of companies around the world is improving every day, and the gap in
coverage is narrowing.

What never changes is the psychology of the investor -- you regularly see
either despair or euphoria in different sectors of every international market.
That, in our opinion, creates opportunities to find undiscovered gems at
extraordinarily cheap prices.

These opportunities can come from, say, uncertainty over an election going
one way or another. Investors may see the outcome as totally disastrous for a
country -- or as totally euphoric. Then, reality sets in, and things are never
as bleak or as wonderful as they had been painted.

Do you integrate ideas from Neuberger&Berman, LLC's ("Neuberger&Berman")
research and the domestic portfolio managers?

A: Oh, sure. As everyone knows, the world is becoming smaller, and certain
industries are becoming global (or have become global). Whether one thinks about
technology, pharmaceuticals, medical devices, or the automobile industry, it's
really become one world market. So it's crucial to have good knowledge about
both the United States and the areas outside the United States where these
companies dominate.

AMT Limited Maturity Bond Investments; AMT Balanced Investments
(debt securities portion)

Investors are accustomed to thinking of yield or interest rate figures as
the same as total return on their investment, because savings accounts,
conventional money market funds, and CDs do indeed return the stated yield. But
bond funds are different -- bonds not only pay interest, they also fluctuate in
value. For example, a decline in prevailing levels of interest rates generally
increases the value of debt securities in a bond fund's portfolio, while an
increase in rates usually reduces the value of those securities. As a result,
interest rate fluctuations will affect a fund's net asset value (and total
return) but not the income received by the fund from its portfolio securities.
Both the yield and risk to principal usually increase as the maturity of the
bond increases.

So looking at yield alone carries high risk because the highest yielding
bonds historically tend to be the ones with the longest maturities. The risk to
principal in these bonds can be nearly as great as the risk in stocks and may
not produce the same reward.

What advice does the manager of the Fixed Income Group of Neuberger&Berman
have for investors seeking the highest returns on their fixed income
investments? "Look beyond interest rates to total return," he states
unequivocally. Total return includes the yield from the bond and the increase or
decrease in the market value (price) of the bond.

"Once you consider the risk to principal, then total return is the only
concept that can measure what you are actually earning from your fixed income
securities," says the manager.

The Limited Maturity Bond Portfolio is intended for investors who seek the
highest current income with less volatility and risk than that of a longer-term
bond fund. Both the yield and risk to principal usually increase as the maturity
of the bond increases. The Portfolio's corresponding Series provides active
fixed income portfolio management through investment in securities with an
average portfolio duration of no longer than four years. Studies of historical
bond returns have shown that risk-adjusted total returns were best in bonds
having durations of two to five years. The bonds in this duration range have
provided significantly higher returns than shorter-term securities and nearly
the same return as longer-term fixed income securities with far less volatility.
The portfolio managers attempt to increase the Series' value by actively
managing duration in response to interest rate trends and fundamental economic
developments. They seek to protect principal by shortening duration when
interest rates are rising and enhance returns by lengthening duration in a
falling interest rate market.

AMT Limited Maturity Bond Investments also enhances return and limits risk
by following a broadly diversified investment program across the various sectors
of the fixed income market. Over long periods of time, corporate, mortgage- and
asset-backed bonds have provided higher returns than Treasury securities.
Relying on extensive internal research, the portfolio managers attempt to
increase the value of the Series by purchasing securities at significant yield
premiums to Treasury bonds. N&B Management uses sector weightings, which are
based on an analysis of the key factors that it believes will impact the
relative value and risk for each sector. These factors include the economic
cycle, credit quality trends and supply/demand analysis for each security type.
Within the sectors found attractive, individual bonds are rigorously analyzed
for credit, cash flow and liquidity risk. Those that appear to offer attractive
risk reward ratios are purchased. While overall portfolio quality is high, N&B
Management believes that by careful evaluation of credit risk, the Series
benefits from the inclusion of lower-rated bonds with only moderate incremental
risk.

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.

AMT Liquid Asset Investments

AMT Liquid Asset Investments is oriented to investors who seek a high
degree of liquidity while investing in Government and corporate money market
instruments. The Series is invested to maintain a constant one dollar net asset
value. The Series invests only in securities that enjoy one of the two highest
credit ratings or unrated securities deemed equivalent by N&B Management.

AMT Mid-Cap Growth Investments

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

AMT Partners Investments

AMT Partners Investments' objective is capital growth. It seeks to make
money in good markets and not give up those gains during rough times.

Investors in the Series typically seek consistent performance and have a
moderate risk tolerance. They do know, however, that stock investments can
provide the long-term upside potential essential to meeting their long-term
investment goals, particularly a comfortable retirement and planning for a
college education.

The portfolio co-managers look for stocks that are undervalued in the
marketplace either in relation to strong current fundamentals, such as a low
price-to-earnings ratio, consistent cash flow, and successful track records
through all parts of the market cycle, or in relation to their projection of the
growth of the company's future earnings. If the market goes down, those stocks
the Series elects to hold, historically, have gone down less.

The portfolio co-managers monitor stocks of medium- to large-sized
companies that often are not closely scrutinized by other investors. The
managers research these companies in order to determine if they are likely to
produce a new product, become an acquisition target, or undergo a financial
restructuring.

What else catches the portfolio co-managers' eyes? Companies whose
managements own their own stock. These companies usually seek to build
shareholder wealth by buying back shares or making acquisitions that have a
swift and positive impact on the bottom line.

To increase the upside potential, the managers zero in on companies that
dominate their industries or their specialized niches. The managers' reasoning?
Market leaders tend to earn higher levels of profits.

Additional Investment Information

Some or all of the Series, as indicated below, may make the following
investments, among others although they may not buy all of the types of
securities, or use all of the investment techniques, that are described.

Repurchase Agreements. (All Series). In a repurchase agreement, a Series
purchases securities from a bank that is a member of the Federal Reserve System
(or with respect to AMT International Investments, from a foreign bank or a U.S.
branch or agency of a foreign bank), or a securities dealer, that agrees to
repurchase the securities from the Series at a higher price on a designated
future date. Repurchase agreements generally are for a short period of time,
usually less than a week. Repurchase agreements with a maturity of more than
seven business days are considered to be illiquid securities; no Series may
enter into such a repurchase agreement with a maturity of more than seven days
if, as a result, more than 15% (10% with respect to AMT Liquid Asset
Investments) of the value of its net assets would then be invested in such
repurchase agreements and other illiquid securities. A Series will enter into a
repurchase agreement only if (1) the underlying securities are of the type
(excluding maturity and duration limitations) that the Series' investment
policies and limitations would allow it to purchase directly, (2) the market
value of the underlying securities, including accrued interest, at all times
equals or exceeds the repurchase price, and (3) payment for the underlying
securities is made only upon satisfactory evidence that the securities are being
held for the Series' account by its custodian or a bank acting as the Series'
agent. If AMT International Investments enters into a repurchase agreement
subject to foreign law and the counter-party defaults, that Series may not enjoy
protections comparable to those provided to certain repurchase agreements under
U.S. bankruptcy law and may suffer delays and losses in disposing of the
collateral as a result.

Securities Loans. (All Series). In order to realize income, each Series may
lend portfolio securities with a value not exceeding 33-1/3% of its total assets
to banks, brokerage firms, or institutional investors judged creditworthy by N&B
Management. Borrowers are required continuously to secure their obligations to
return securities on loan from a Series by depositing collateral, which will be
marked to market daily, in a form determined to be satisfactory by the Trustees
of Managers Trust (the "Series Trustees") and equal to at least 100% of the
market value of the loaned securities, which will also be marked to market
daily. N&B Management believes the risk of loss on these transactions is slight
because, if a borrower were to default for any reason, the collateral should
satisfy the obligation. However, as with other extensions of secured credit,
loans of portfolio securities involve some risk of loss of rights in the
collateral should the borrower fail financially.

Restricted Securities and Rule 144A Securities. (All Series). Each Series
may invest in restricted securities, which are securities that may not be sold
to the public without an effective registration statement under the 1933 Act.
Before they are registered, such securities may be sold only in a privately
negotiated transaction or pursuant to an exemption from registration. In
recognition of the increased size and liquidity of the institutional markets for
unregistered securities and the importance of institutional investors in the
formation of capital, the SEC has adopted Rule 144A under the 1933 Act, which is
designed to facilitate efficient trading among institutional investors by
permitting the sale of certain unregistered securities to qualified
institutional buyers. To the extent privately placed securities held by a Series
qualify under Rule 144A, and an institutional market develops for those
securities, the Series likely will be able to dispose of the securities without
registering them under the 1933 Act. To the extent that institutional buyers
become, for a time, uninterested in purchasing these securities, investing in
Rule 144A securities could have the effect of increasing the level of a Series'
illiquidity. N&B Management, acting under guidelines established by the Series'
Trustees, may determine that certain securities qualified for trading under Rule
144A are liquid. Foreign securities that are freely tradable in their principal
markets are not considered to be restricted. Regulation S under the 1933 Act
permits the sale abroad of securities that are not registered for sale in the
United States.

Where registration is required, a Series may be obligated to pay all or
part of the registration expenses, and a considerable period may elapse between
the decision to sell and the time the Series may be permitted to sell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, the Series might obtain a less favorable
price than prevailed when it decided to sell. To the extent restricted
securities, including Rule 144A securities, are illiquid, purchases thereof will
be subject to each Series' 15% (10% in the case of AMT Liquid Asset Investments)
limit on investments in illiquid securities. Restricted securities for which no
market exists are priced by a method that the Series' Trustees believe
accurately reflect fair value.

Commercial Paper. (All Series). Commercial paper is a short-term debt
security issued by a corporation, bank, municipality, or other issuer, usually
for purposes such as financing current operations. Each Series may invest in
commercial paper that cannot be resold to the public without an effective
registration statement under the 1933 Act. While restricted commercial paper
normally is deemed illiquid, N&B Management may in certain cases determine that
such paper is liquid, pursuant to guidelines established by the Series'
Trustees.

Reverse Repurchase Agreements. (All Series). In a reverse repurchase
agreement, a Series sells portfolio securities subject to its agreement to
repurchase the securities at a later date for a fixed price reflecting a market
rate of interest; these agreements are considered borrowings for purposes of
each Series' investment limitations and policies concerning borrowings. While a
reverse repurchase agreement is outstanding, a Series will deposit in a
segregated account with its custodian cash, fixed income, or equity securities,
marked to market daily to the extent required by SEC staff policy, in an amount
at least equal to each Series' obligations under the agreement. There is a risk
that the counter-party to a reverse repurchase agreement will be unable or
unwilling to complete the transaction as scheduled, which may result in losses
to the Series.

Banking and Savings Institution Securities. (All Series except AMT Liquid
Asset Investments). These include CDs, time deposits, bankers' acceptances, and
other short-term and long-term debt obligations issued by commercial banks and
savings institutions. CDs are receipts for funds deposited for a specified
period of time at a specified rate of return; time deposits generally are
similar to CDs, but are uncertificated. Bankers' acceptances are time drafts
drawn on commercial banks by borrowers, usually in connection with international
commercial transactions. The CDs, time deposits, and bankers' acceptances in
which a Series invests typically are not covered by deposit insurance.

AMT Liquid Asset Investments may invest in securities issued by a
commercial bank or savings institution only if (1) the bank or institution has
total assets of at least $1,000,000,000, (2) the bank or institution is on N&B
Management's approved list, and (3) in the case of a foreign bank or
institution, the securities are, in N&B Management's opinion, of an investment
quality comparable with other debt securities that may be purchased by the
Series. These limitations do not prohibit investments in securities issued by
foreign branches of U.S. banks that meet the foregoing requirements.

Leverage. (AMT International Investments). The Series may make investments
when borrowings are outstanding. Leverage creates an opportunity for increased
net income but, at the same time, creates special risk considerations. For
example, leveraging may amplify changes in the Series' and its corresponding
Portfolios' net asset values ("NAVs"). Although the principal of such borrowings
will be fixed, the Series' assets may change in value during the time the
borrowing is outstanding. Leverage creates interest expenses for the Series. To
the extent the income derived from securities purchased with borrowed funds
exceeds the interest the Series will have to pay, the Series' net income will be
greater than it would be if leveraging were not used. Conversely, if the income
from the assets obtained with borrowed funds is not sufficient to cover the cost
of leveraging, the net income of the Series will be less than if leveraging were
not used, and therefore the amount available for distribution to the Series'
shareholders as dividends will be reduced. Reverse repurchase agreements create
leverage and are considered borrowings for purposes of the Series' investment
limitations.

Generally, the Series does not intend to use leverage for investment
purposes. It may, however, use leverage to purchase securities needed to close
out short sales entered into for hedging purposes and to facilitate other
hedging transactions.

Foreign Securities. (All Series). Each Series may invest in U.S.
dollar-denominated securities issued by foreign issuers (including governments,
quasi-governments and, with respect to AMT International Investments, banks) and
foreign branches of U.S. banks, including negotiable CDs, commercial paper and,
with respect to AMT International Investments, bankers' acceptances. These
investments are subject to each Series' quality and, in the case of each fixed
income Series, their maturity or duration standards.

While investments in foreign securities are intended to reduce risk by
providing further diversification (with respect to all Series but AMT
International, Limited Maturity Bond, and Mid-Cap Growth Investments), such
investments involve sovereign and other risks, in addition to the credit and
market risks normally associated with domestic securities. These additional
risks include the possibility of adverse political and economic developments
(including political instability, nationalization, expropriation, or
confiscatory taxation) and the potentially adverse effects of unavailability of
public information regarding issuers, reduced governmental supervision regarding
financial markets, reduced liquidity of certain financial markets, and the lack
of uniform accounting, auditing, and financial standards or the application of
standards that are different or less stringent than those applied in the United
States.

Each Series (except AMT Liquid Asset Investments) also may invest in equity
(except AMT Limited Maturity Bond Investments), debt, or other income-producing
securities that are denominated in or indexed to foreign currencies, including,
but not limited to (1) common and preferred stocks, with respect to all Series
except AMT Limited Maturity Bond Investments, (2) convertible securities, with
respect to AMT Balanced, Growth, Guardian, Mid-Cap Growth, Partners and
International Investments, (3) warrants, with respect to AMT International and
Mid-Cap Growth Investments, (4) CDs, commercial paper, fixed-time deposits, and
bankers' acceptances issued by foreign banks, (5) obligations of other
corporations, and (6) obligations of foreign governments, or their subdivisions,
agencies, and instrumentalities, international agencies, and supranational
entities. Investing in foreign currency denominated securities includes the
special risks associated with investing in non-U.S. issuers described in the
preceding paragraph and the additional risks of (1) adverse changes in foreign
exchange rates, and (2) adverse changes in investment or exchange control
regulations (which could prevent cash from being brought back to the United
States). Additionally, dividends and interest payable on foreign securities may
be subject to foreign taxes, including taxes withheld from those payments, and
there are generally higher commission rates on foreign portfolio transactions.
Fixed commissions on foreign securities exchanges are generally higher than
negotiated commissions on U.S. exchanges, although each Series endeavors to
achieve the most favorable net results on portfolio transactions. There is
generally less government supervision and regulation of securities exchanges,
brokers, dealers and listed companies than in the United States. Mail service
between the United States and foreign countries may be slower or less reliable
than within the United States, thus increasing the risk of delayed settlements
of portfolio transactions or loss of certificates for portfolio securities.

Foreign securities often trade with less frequency and in less volume than
domestic securities and may exhibit greater price volatility. Additional costs
associated with an investment in foreign securities may include higher custodian
fees than apply to domestic custodial arrangements, and transaction costs of
foreign currency conversions. Changes in foreign exchange rates also will affect
the value of securities denominated or quoted in currencies other than the U.S.
dollar.

Foreign markets also have different clearance and settlement procedures,
and in certain markets, there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Delays in settlement could result in temporary
periods when a portion of the assets of a Series is uninvested and no return is
earned thereon. The inability of a Series to make intended security purchases
due to settlement problems could cause a Series to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result either in losses to a Series due to subsequent declines in
value of the portfolio securities, or, if a Series has entered into a contract
to sell the securities, could result in possible liability to the purchaser.

Prices of foreign securities and exchange rates for foreign currencies may
be affected by the interest rates prevailing in other countries. The interest
rates in other countries are often affected by local factors, including the
strength of the local economy, the demand for borrowing, the government's fiscal
and monetary policies, and the international balance of payments. Individual
foreign economies may differ favorably or unfavorably from the U.S. economy in
such respects as gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position.

With respect to all Series except AMT International Investments and AMT
Liquid Asset Investments (which may not invest in foreign currency-denominated
securities), investment in foreign securities is limited in order to limit the
risk inherent in investing in foreign currency-denominated securities. AMT
Balanced (equity securities portion, Growth, Guardian and Partners Investments
may not purchase any such security if after such purchase more than 10% of its
total assets (taken at market value) would be invested in such securities. With
respect to AMT Limited Maturity Bond and Mid-Cap Growth Investments, this
limitation is 25% and 20%, respectively. Within such limitation, however, a
Series is not restricted in the amount it may invest in securities denominated
in any one foreign currency.

Variable or Floating Rate Securities; Demand Features and Guarantees. (All
Series). Variable rate securities provide for automatic adjustment of the
interest rate at fixed intervals (e.g., daily, monthly, or semi-annually);
floating rate securities provide for automatic adjustment of the interest rate
whenever some specified interest rate or index changes. The interest rate on
variable and floating rate securities (collectively, "Adjustable Rate
Securities") ordinarily is determined by reference to a particular bank's prime
rate, the 90-day U.S. Treasury Bill rate, the rate of return on commercial paper
or bank CDs, an index of short-term tax-exempt rates or some other objective
measure.

Adjustable Rate Securities frequently permit the holder to demand payment
of the obligations' principal and accrued interest at any time or at specified
intervals not exceeding one year. The demand feature usually is backed by a
credit instrument (e.g., a bank letter of credit) from a creditworthy issuer and
sometimes by insurance from a creditworthy insurer. Without these credit
enhancements, some Adjustable Rate Securities might not meet the quality
standards applicable to obligations purchased by the Series. Accordingly, in
purchasing these securities, each Series relies primarily on the
creditworthiness of the credit instrument issuer or the insurer. Except for AMT
Liquid Asset Investments, no Series may invest more than 5% of its total assets
in securities backed by credit instruments from any one issuer or by insurance
from any one insurer. For purposes of this limitation, each Series except for
AMT Liquid Asset Investments excludes securities that do not rely on the credit
instrument or insurance for their ratings, i.e., stand on their own credit. AMT
Liquid Asset Investments may invest in securities subject to demand features or
guarantees as permitted by Rule 2a-7 under the 1940 Act.

A Series can also buy fixed rate securities accompanied by demand features
or put options, permitting the Series to sell the security to the issuer or
third party at a specified price. A Series may rely on the creditworthiness of
issuers of credit enhancements in purchasing these securities.

In calculating its dollar-weighted average maturity and duration, each
Series is permitted to treat certain Adjustable Rate Securities as maturing on a
date prior to the date on which principal must unconditionally be paid. In
applying such maturity shortening devices, N&B Management considers whether the
interest rate reset is expected to cause the security to trade at approximately
its par value.

Mortgage-Backed Securities. (AMT Liquid Asset Investments, AMT Limited
Maturity Bond Investments and AMT Balanced Investments). Mortgage-backed
securities represent direct or indirect participations in, or are secured by and
payable from, pools of mortgage loans. They may be issued or guaranteed by a
U.S. Government agency or instrumentality such as the Government National
Mortgage Association ("GNMA"), Fannie Mae ("FNMA"), and Freddie Mac ("FHLMC"),
though not necessarily backed by the full faith and credit of the United States,
or may be issued by private issuers.

Because many mortgages are repaid early, the actual maturity and duration
of mortgage-backed securities are typically shorter than their stated final
maturity and their duration calculated solely on the basis of the stated life
and payment schedule. In calculating its dollar-weighted average maturity and
duration, a Series may apply certain industry conventions regarding the maturity
and duration of mortgage-backed instruments. Different analysts use different
models and assumptions in making these determinations. The Series use an
approach that N&B Management believes is reasonable in light of all relevant
circumstances.

Mortgage-backed securities may be issued in the form of collateralized
mortgage obligations ("CMOs") or collateralized mortgage-backed bonds ("CBOs").
CMOs are obligations that are fully collateralized, directly or indirectly, by a
pool of mortgages on which payments of principal and interest are passed through
to the holders of the CMOs, although not necessarily on a pro rata basis, on the
same schedule as they are received. CBOs are general obligations of the issuer
that are fully collateralized, directly or indirectly, by a pool of mortgages.
The mortgages serve as collateral for the issuer's payment obligations on the
bonds, but interest and principal payments on the mortgages are not passed
through either directly (as with mortgage-backed "pass-through" securities
issued or guaranteed by U.S. Government agencies or instrumentalities) or on a
modified basis (as with CMOs). Accordingly, a change in the rate of prepayments
on the pool of mortgages could change the effective maturity or the duration of
a CMO but not that of a CBO (although, like many bonds, CBOs may be callable by
the issuer prior to maturity). To the extent that rising interest rates cause
prepayments to occur at a slower than expected rate, a CMO could be converted
into a longer-term security that is subject to greater risk of price volatility.

Governmental, government-related, and private entities (such as commercial
banks, savings institutions, private mortgage insurance companies, mortgage
bankers, and other secondary market issuers), including securities
broker-dealers and special purpose entities that generally are affiliates of the
foregoing established to issue such securities may create mortgage loan pools to
back CMOs and CBOs. Such issuers may be the originators and/or servicers of the
underlying mortgage loans as well as the guarantors of the mortgage-backed
securities. Pools created by non-governmental issuers generally offer a higher
rate of interest than government and government-related pools because of the
absence of direct or indirect government or agency guarantees. Various forms of
insurance or guarantees, including individual loan, title, pool, and hazard
insurance, and letters of credit, may support timely payment of interest and
principal of non-governmental pools. The insurance and guarantees are issued by
governmental entities, private insurers, and the mortgage poolers. N&B
Management considers such insurance and guarantees, as well as the
creditworthiness of the issuers thereof, in determining whether a
mortgage-backed security meets a Series' investment quality standards. There can
be no assurance that the private insurers or guarantors can meet their
obligations under the insurance policies or guarantee arrangements.

A Series may buy mortgage-backed securities without insurance or
guarantees, if N&B Management determines that the securities meet the Series'
quality standards. A Series may not purchase mortgage-backed securities that, in
N&B Management's opinion, are illiquid if, as a result, more than 15% (10% in
the case of AMT Liquid Asset Investments) of the value of the Series' net assets
would be invested in illiquid securities. N&B Management will, consistent with a
Series' objective, policies and limitations, and quality standards, consider
making investments in new types of mortgage-backed securities as such securities
are developed and offered to investors.

Dollar Rolls. (AMT Limited Maturity Bond Investments and AMT Balanced
Investments). In a "dollar roll", a Series sells securities for delivery in the
current month and the Series simultaneously agrees to repurchase substantially
similar (i.e., same type and coupon) securities on a specified future date from
the same party. A "covered roll" is a specific type of dollar roll for which
there is an offsetting cash position or a cash-equivalent securities position
that matures (or can be sold and settled) on or before the forward settlement
date of the dollar roll transaction. These techniques are considered borrowings
for purposes of each Series' investment policies and limitations concerning
borrowings. There is a risk that the counterparty will be unable or unwilling to
complete the transaction as scheduled, which may result in losses to the Series.

Forward Commitments and When-Issued Securities. (All Series except AMT
Liquid Asset Investments and AMT Guardian Investments). Each Series may purchase
securities (including, with respect to AMT Limited Maturity Bond and Balanced
Investments, mortgage-backed securities such as GNMA, Fannie Mae, and Freddie
Mac certificates) on a when-issued basis and may purchase or sell securities on
a forward commitment basis. These transactions involve a commitment by a Series
to purchase or sell securities at a future date (ordinarily within two months
although the Series may agree to a longer settlement period). The price of the
underlying securities (usually expressed in terms of yield) and the date when
the securities will be delivered and paid for (the settlement date) are fixed at
the time the transaction is negotiated. When-issued purchases and forward
commitment transactions are negotiated directly with the other party, and such
commitments are not traded on exchanges.

When-issued purchases and forward commitment transactions enable a Series
to "lock in" what N&B Management believes to be an attractive price or yield on
a particular security for a period of time, regardless of future changes in
interest rates. For instance, in periods of rising interest rates and falling
prices, a Series might sell securities it owns on a forward commitment basis to
limit its exposure to falling prices. In periods of falling interest rates and
rising prices, a Series might purchase a security on a when-issued or forward
commitment basis and sell a similar security to settle such purchase, thereby
obtaining the benefit of currently higher yields.

The value of securities purchased on a when-issued or forward commitment
basis and any subsequent fluctuations in their value are reflected in the
computation of a Series' NAV starting on the date of the agreement to purchase
the securities. Because the Series has not yet paid for the securities, this
produces an effect similar to leverage. A Series does not earn interest on the
securities it has committed to purchase until they are paid for and delivered on
the settlement date. When a Series makes a forward commitment to sell securities
it owns, the proceeds to be received upon settlement are included in a Series'
assets. Fluctuations in the market value of the underlying securities are not
reflected in a Series' NAV as long as the commitment to sell remains in effect.

A Series will purchase securities on a when-issued basis or purchase or
sell securities on a forward commitment basis only with the intention of
completing the transaction and actually purchasing or selling the securities. If
deemed advisable as a matter of investment strategy, however, a Series may
dispose of or renegotiate a commitment after it has been entered into. A Series
also may sell securities it has committed to purchase before those securities
are delivered to the Series on the settlement date. A Series may realize a
capital gain or loss in connection with these transactions.

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

Covered Call Options (All Series except AMT Liquid Asset Investments) and
Put Options on Individual Securities. (AMT International Investments, AMT
Limited Maturity Bond Investments, AMT Mid-Cap Growth Investments and AMT
Balanced Investments). AMT International, Limited Maturity Bond, Mid-Cap Growth
and Balanced Investments may write and purchase put and call options on
securities. All Series except AMT Liquid Asset Investments may write or purchase
covered call options and may purchase call options in related closing
transactions. The purpose of writing call options is to hedge (i.e., to reduce
the effect of price fluctuations of securities held by the Series on the Series'
and its corresponding Portfolio's NAVs) or to earn premium income. Securities on
which call and put options may be written and purchased by a Series are
purchased solely on the basis of investment considerations consistent with the
Series' investment objective.

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

When a Series purchases a put option, it pays a premium to the writer for
the right to sell a security to the writer for a specified amount at any time
until a certain date. A Series might purchase a put option in order to protect
itself against a decline in the market value of a security it owns.

When a Series writes a call option, it is obligated to sell a security to a
purchaser at a specified price at any time until a certain date if the purchaser
decides to exercise the option. A Series receives a premium for writing the call
option. Each Series writes only "covered" call options on securities it owns. So
long as the obligation of the call option continues, the writer may be assigned
an exercise notice, requiring it to deliver the underlying security against
payment of the exercise price. The Series may be obligated to deliver securities
underlying a call option at less than the market price.

When a Series purchases a call option, it pays a premium for the right to
purchase a security from the writer at a specified price until a specified date.
A call option would be purchased by a Series to protect against an increase in
the price of the securities it intends to purchase or to offset a previously
written call option. AMT International Investments may purchase call options for
hedging or non-hedging purposes.

The writing of covered call options is a conservative investment technique
believed to involve relatively little risk (in contrast to the writing of
"naked" or uncovered call options, which a Series will not do), but is capable
of enhancing a Series' total return. When writing a covered call option, a
Series, in return for the premium, gives up the opportunity for profit from a
price increase in the underlying security above the exercise price, but
conversely retains the risk of loss should the price of the security decline.
When writing a put option, a Series, in return for the premium, takes the risk
that it must purchase the underlying security at a price which may be more than
the current market price of the security. If a call or put option that a Series
has written expires unexercised, the Series will realize a gain in the amount of
the premium; however, in the case of a call option, that gain may be offset by a
decline in the market value of the underlying security during the option period.
If the call or put option is exercised, the Series will realize a gain or loss
from the sale or purchase of the underlying security.

The exercise price of an option may be below, equal to, or above the market
value of the underlying security at the time the option is written. Options
normally have expiration dates between three and nine months from the date
written. American style options are exercisable at any time prior to their
expiration date. AMT International Investments may also purchase European-style
options, which are exercisable only immediately prior to their expiration. The
obligation under any option written by a Portfolio terminates upon expiration of
the option or, at an earlier time, when the writer offsets the option by
entering into a "closing purchase transaction" to purchase an option of the same
series. If an option is purchased by a Series and is never exercised or closed
out, that Series will lose the entire amount of the premium paid.

Options are traded both on U.S. national securities exchanges and in the
over-the-counter ("OTC") market. AMT International Investments may purchase and
sell options that in the United States are traded on foreign exchanges.
Exchange-traded options are issued by a clearing organization affiliated with
the exchange on which the option is listed; the clearing organization in effect
guarantees completion of every exchange-traded option. In contrast, OTC options
are contracts between a Series and its counter-party with no clearing
organization guarantee. Thus, when a Series sells (or purchases) an OTC option,
it generally will be able to "close out" the option prior to its expiration only
by entering into a "closing purchase transaction" with the dealer to whom (or
from whom) the Series originally sold or purchased the option. There can be no
assurance that a Series would be able to liquidate an OTC option at any time
prior to expiration. Unless a Series is able to effect a closing purchase
transaction in a covered OTC call option it has written, it will not be able to
liquidate securities used as cover until the option expires or is exercised or
different cover is substituted. In the event of the counter-party's insolvency,
a Series may be unable to liquidate its option position and the associated
cover. N&B Management monitors the creditworthiness of dealers with which a
Series may engage in OTC options transactions.

The assets used as cover (or held in a segregated account) for OTC options
sold or written by a Series will be considered illiquid for purposes of the
non-fundamental policies and limitations of the Series unless the OTC options
are sold to qualified dealers who agree that the Series may repurchase any OTC
option it writes at a maximum price to be calculated by a formula set forth in
the option agreement. The cover for an OTC call option written subject to this
procedure will be considered illiquid only to the extent that the maximum
repurchase price under the formula exceeds the intrinsic value of the option.

The premium received (or paid) by a Series when it writes (or purchases) an
option is the amount at which the option is currently traded on the applicable
market. The premium may reflect, among other things, the current market price of
the underlying security, the relationship of the exercise price to the market
price, the historical price volatility of the underlying security, the length of
the option period, the general supply of and demand for credit, and the general
interest rate environment. The premium received by a Series for writing an
option is recorded as a liability on the Series' statement of assets and
liabilities. This liability is adjusted daily to the option's current market
value, which is the last reported sales price before the time the Series' NAV is
computed on the day the option is being valued or, in the absence of any trades
thereof on that day, the mean between the bid and asked prices as of that time.

Closing transactions are effected in order to realize a profit (or minimize
a loss) on an outstanding option, to prevent an underlying security from being
called, or to permit the sale or the put of the underlying security.
Furthermore, effecting a closing transaction permits a Series to write another
call option on the underlying security with a different exercise price or
expiration date or both. There is, of course, no assurance that a Series will be
able to effect closing transactions at favorable prices. If a Series cannot
enter into such a transaction, it may be required to hold a security that it
might otherwise have sold, (or purchase a security that it would not have
otherwise bought), in which case it would continue to be at market risk on the
security.

A Series pays the brokerage commissions or spreads in connection with
purchasing or writing options, including those used to close out existing
positions. These brokerage commissions normally are higher than those applicable
to purchases and sales of portfolio securities. From time to time, a Series may
purchase an underlying security for delivery in accordance with an exercise
notice of a call option assigned to it, rather than delivering the security from
its portfolio. In those cases, additional brokerage commissions are incurred.

A Series will realize a profit or loss from a closing purchase transaction
if the cost of the transaction is less or more than the premium received from
writing the call or put option. Because increases in the market price of a call
option generally reflect increases in the market price of the underlying
security, any loss resulting from the repurchase of a call option is likely to
be offset, in whole or in part, by appreciation of the underlying security owned
by a Series; however, the Series could be in a less advantageous position than
had it not written the call option.

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

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

A securities index fluctuates with changes in the market values of the
securities included in the index. Options on stock indices are currently traded
on the Chicago Board Options Exchange, the New York Stock Exchange ("NYSE"), the
American Stock Exchange, and other U.S. and foreign exchanges. All securities
index options purchased by the Series will be listed and traded on an exchange.

The Series may purchase put options in order to hedge against an
anticipated decline in securities market prices that might adversely affect the
value of the Series' portfolio securities. If the Series purchases a put option
on a securities index, the amount of the payment it would receive upon
exercising the option would depend on the extent of any decline in the level of
the securities index below the exercise price. Such payments would tend to
offset a decline in the value of the Series' portfolio securities. However, if
the level of the securities index increases and remains above the exercise price
while the put option is outstanding, the Series will not be able to exercise the
option profitably and will lose the amount of the premium and any transaction
costs. Such loss may be partially offset by an increase in the value of the
Series' portfolio securities.

The Series may purchase call options on securities indices in order to
participate in an anticipated increase in securities market prices. If the
Series purchases a call option on a securities index, the amount of the payment
it receives upon exercising the option depends on the extent of any increase in
the level of the securities index above the exercise price. Such payments would,
in effect, allow the Series to benefit from securities market appreciation even
though it may not have had sufficient cash to purchase the underlying
securities. Such payments may also offset increases in the price of securities
that the Series intends to purchase. If, however, the level of the securities
index declines and remains below the exercise price while the call option is
outstanding, the Series will not be able to exercise the option profitably and
will lose the amount of the premium and transaction costs. Such loss may be
partially offset by a reduction in the price the Series pays to buy additional
securities for its portfolio.

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

The effectiveness of hedging through the purchase of securities index
options will depend upon the extent to which price movements in the portion of
the securities portfolio being hedged correlate with price movements in the
selected securities index. Perfect correlation is not possible because the
securities held or to be acquired by the Series will not exactly match the
composition of the securities indices on which options are available. In
addition, the purchase of securities index options involves the risk that the
premium and transaction costs paid by the Series in purchasing an option will be
lost as a result of unanticipated movements in prices of the securities
comprising the securities index on which the option is based.

Other Risks of Options Transactions. There is no assurance that a liquid
secondary market on a domestic or foreign options exchange will exist for any
particular exchange-traded option, or at any particular time, and for some
options no secondary market on an exchange or elsewhere may exist. If a Series
is unable to effect a closing purchase transaction with respect to covered
options it has written, it will not be able to sell the underlying securities or
dispose of assets held in a segregated account until the options expire or are
exercised. A Series may purchase and sell both options that are traded on U.S.
and foreign exchanges and certain options traded in the OTC market in
transactions with broker-dealers who make markets in such options.

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

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

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

Indexed Securities. (AMT Limited Maturity Bond Investments, AMT
International Investments and AMT Balanced Investments). These Series may invest
in securities whose value is linked to foreign currencies, interest rates,
commodities, indices, or other financial indicators ("indexed securities"). Most
indexed securities are short- to intermediate-term fixed income securities whose
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 they may have
return characteristics similar to direct investments in the underlying
instrument or to one or more options thereon. However, some indexed securities
are more volatile than the underlying instrument itself.

AMT Limited Maturity Bond Investments and AMT Balanced Investments may
invest in U.S. Treasury securities whose principal value is adjusted daily in
accordance with changes to the Consumer Price Index. Such securities are backed
by the full faith and credit of the U.S. Government. Because the coupon rate on
inflation-indexed securities is lower than fixed-rate U.S. Treasury securities,
the Consumer Price Index would have to rise at least to the amount of the
difference between the coupon rate of the inflation-indexed securities, assuming
all other factors are equal, in order for such securities to match the
performance of the fixed-rate Treasury securities. Inflation-indexed securities
are expected to react primarily to changes in the "real" interest rate (i.e.,
the nominal (or stated) rate less the rate of inflation), while a typical bond
reacts to changes in the nominal interest rate. Accordingly, inflation-indexed
securities have characteristics of fixed-rate Treasuries having a shorter
duration.

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. Because each Series must distribute substantially all of its
income to its shareholders to avoid payment of federal income and excise taxes,
a Series may have to dispose of other investments to obtain the cash necessary
to distribute the accrued taxable income on inflation-indexed securities.

Futures Contracts and Options Thereon. (AMT International Investments, AMT
Limited Maturity Bond Investments, AMT Mid-Cap Growth Investments and AMT
Balanced Investments). AMT International and Mid-Cap Growth Investments may
purchase and sell interest rate futures contracts, stock and bond index futures
contracts, and foreign currency futures contracts and may purchase and sell
options thereon in an attempt to hedge against changes in the prices of
securities or, in the case of foreign currency future and options thereon, to
hedge against changes in prevailing currency exchange rates.

AMT Limited Maturity Bond and Balanced Investments may purchase and sell
interest rate and bond index futures contracts and options thereon and may
purchase and sell foreign currency futures contracts (with interest rate and
bond index futures contracts) and options thereon. These Series engage in
interest rate and bond index futures and options transactions in an attempt to
hedge against changes in securities prices resulting from changes in prevailing
interest rates, and they engage in foreign currency futures and options
transactions in an attempt to hedge against expected changes in prevailing
currency exchange rates.

Because the futures markets may be more liquid than the cash markets, the
use of futures permits a Series to enhance portfolio liquidity and maintain a
defensive position without having to sell portfolio securities. AMT Limited
Maturity Bond and Balanced Investments do not engage in transactions in futures
or options thereon for speculation; they view investment in (1) interest-rate
and bond index futures and options thereon as a maturity or duration management
device and/or a device to reduce risk and preserve total return in an adverse
interest rate environment for hedged securities and (2) foreign currency futures
and options thereon as a means of establishing more definitely the effective
return on or the purchase price of, securities denominated in foreign currencies
held or intended to be acquired by the Series.

AMT International and Mid-Cap Growth Investments may purchase and sell
futures and purchase and write put and call options on such futures contracts
for bona fide hedging and non-hedging purposes (i.e., in an effort to enhance
income) as defined in regulations of the Commodities Futures Trading Commission
("CFTC").

AMT International and Mid-Cap Growth Investments may enter into futures
contracts on currencies, debt securities, interest rates, and securities indices
that are traded on exchanges regulated by the CFTC or on foreign exchanges.
Trading on foreign exchanges is subject to the legal requirements of the
jurisdiction in which the exchange is located and to the rules of such foreign
exchange. AMT International Investments may sell futures contracts in order to
offset a possible decline in the value of its portfolio securities. When a
futures contract is sold by the Series, the value of the contract will tend to
rise when the value of the portfolio securities declines and will tend to fall
when the value of such securities increases. The Series may purchase futures
contracts in order to fix what N&B Management believes to be a favorable price
for securities the Series intends to purchase. If a futures contract is
purchased by the Portfolio, the value of the contract will tend to change
together with changes in the value of such securities. To compensate for
differences in historical volatility between positions the Series wishes to
hedge and the standardized futures contracts available to it, the Series may
purchase or sell futures contracts with a greater or lesser value than the
securities it wishes to hedge.

With respect to currency futures, AMT International and Mid-Cap Growth
Investment may sell a futures contract or a call option, or it may purchase a
put option on such futures contract, if N&B Management anticipates that exchange
rates for a particular currency will fall. Such a transaction will be used as a
hedge (or, in the case of a sale of a call option, a partial hedge) against a
decrease in the value of portfolio securities denominated in that currency and
to protect against an increase in the price of securities which are denominated
in that currency and which the Series intends to purchase. The Series may also
purchase a currency futures contract or a call option thereon for non-hedging
purposes when N&B Management anticipates that a particular currency will
appreciate in value, but securities denominated in that currency will appreciate
in value, and securities denominated in that currency do not present an
attractive investment and are not included in the Series.

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

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

Although futures contracts by their terms may require the actual delivery
or acquisition of the underlying securities or currency, in most cases the
contractual obligation is extinguished by being offset before the expiration of
the contract, without the parties having to make or take delivery of the assets.
A futures position is offset by buying (to offset an earlier sale) or selling
(to offset an earlier purchase) an identical futures contract calling for
delivery in the same month. This may result in a profit or loss. While futures
contracts entered into by AMT International Investments will usually be
liquidated in this manner, the Series may instead make or take delivery of
underlying securities whenever it appears economically advantageous for it to do
so.

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

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

Although each Series believes that the use of futures contracts will
benefit it, if N&B Management's judgment about the general direction of the
markets or about interest rate on currency exchange rate trends is incorrect, a
Series overall return would be lower than if it had not entered into any such
contracts. The prices of futures are volatile and are influenced by, among other
things, actual and anticipated changes in interest or currency exchange rates,
which in turn are affected by fiscal and monetary policies and by national and
international political and economic events. At best, the correlation between
changes in prices of futures and of the securities and currencies being hedged
can be only approximate due to differences between the futures and securities
markets or differences between the securities or currencies underlying a Series'
futures position and the securities held by or to be purchased for the Series.
The currency futures market may be dominated by short-term traders seeking to
profit from changes in exchange rates. This would reduce the value of such
contracts used for hedging purposes over a short-term period. Such distortions
are generally minor and would diminish as the contract approaches maturity.

Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage; as a result, a relatively small price
movement in a futures contract may result in an immediate and substantial loss,
or gain, to the investor. Losses that may arise from certain futures
transactions are potentially unlimited.

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

Forward Foreign Currency Transactions. (All Series except AMT Liquid Asset
Investments). Series may enter into contracts for the purchase or sale of a
specific currency at a future date (usually less than one year from the date of
the contract) at a fixed price ("forward contracts"). Series also may engage in
foreign currency exchange transactions on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign currency exchange market.

The Series enter into forward contracts in an attempt to hedge against
changes in prevailing currency exchange rates. The Series do not engage in
transactions in forward contracts for speculation; they view investments in
forward contracts as a means of establishing more definitely the effective
return on, or the purchase price of, securities denominated in foreign
currencies. Forward contract transactions include forward sales or purchases of
foreign currencies for the purpose of protecting the U.S. dollar value of
securities held or to be acquired by a Series or protecting the U.S. dollar
equivalent of dividends, interest, or other payments on those securities.
Forward contract transactions include forward sales or purchases of foreign
currencies for the purpose of protecting the U.S. dollar value of securities
held or to be acquired by a Series that are denominated in a foreign currency or
protecting the U.S. dollar equivalent of dividends, interest or other payments
on these securities.

AMT International Investments may enter into forward contracts for hedging
or non-hedging purposes. When the Series engages in foreign currency
transactions for hedging purposes, it will not enter into forward contracts to
sell currency or maintain a net exposure to such contracts if their consummation
would obligate the Series to deliver an amount of foreign currency materially in
excess of the value of its portfolio securities or other assets denominated in
that currency. AMT International Investments may also purchase and sell forward
contracts for non-hedging purposes when N&B Management anticipates that a
foreign currency will appreciate or depreciate in value, but securities in that
currency do not present attractive investment opportunities and are not held in
the Series' investment portfolio.

Forward contracts are traded in the interbank market directly between
dealers (usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the spread)
between the price at which they are buying and selling various currencies.

At the consummation of a forward contract to sell currency, a Series may
either make delivery of the foreign currency or terminate its contractual
obligation to deliver by purchasing an offsetting contract. If the Series
chooses to make delivery of the foreign currency, it may be required to obtain
such currency through the sale of portfolio securities denominated in such
currency or through conversion of other assets of the Series into such currency.
If the Series engages in an offsetting transaction, it will incur a gain or a
loss to the extent that there has been a change in forward contract prices.
Closing purchase transactions with respect to forward contracts are usually made
with the currency dealer who is a party to the original forward contract.

The Series are not required to enter into such transactions and will not do
so unless deemed appropriate by N&B Management.

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

N&B Management believes that the use of foreign currency hedging
techniques, including "proxy-hedges," can provide significant protection of NAV
in the event of a general rise in the U.S. dollar against foreign currencies.
For example, the return available from securities denominated in a particular
foreign currency would diminish if the value of the U.S. dollar increased
against that currency. Such a decline could be partially or completely offset by
an increase in value of a hedge involving a forward contract to sell that
foreign currency or a proxy-hedge involving a forward contract to sell a
different foreign currency whose behavior is expected to resemble the currency
in which the securities being hedged are denominated but which is available on
more advantageous terms.

However, a hedge or proxy-hedge cannot protect against exchange rate risks
perfectly, and, if N&B Management is incorrect in its judgment of future
exchange rate relationships, a Series could be in a less advantageous position
than if such a hedge had not been established. If a Series uses proxy-hedging,
it may experience losses on both the currency in which it has invested and the
currency used for hedging if the two currencies do not vary with the expected
degree of correlation. Using forward contracts to protect the value of a Series'
securities against a decline in the value of a currency does not eliminate
fluctuations in the prices of the underlying securities. Because forward
contracts are not traded on an exchange, the assets used to cover such contracts
may be illiquid. A Series may experience delays in the settlement of its foreign
currency transactions.

AMT International Investments may purchase securities of an issuer
domiciled in a country other than the country in whose currency the instrument
is denominated. AMT International Investments may also invest in securities
denominated in the European Currency Unit ("ECU"), which is a "basket"
consisting of a specified amount in the currencies of certain of the member
states of the European Community. The specific amounts of currencies comprising
the ECU may be adjusted by the Council of Ministers of the European Community
from time to time to reflect changes in relative values of the underlying
currencies. In addition, the Series may invest in securities denominated in
other currency "baskets." The market for ECUs may become illiquid at times of
uncertainty or rapid change in the European currency markets, limiting the
Series' ability to prevent potential losses.

Currency Futures and Related Options. (AMT International Investments, AMT
Limited Maturity Bond Investments, AMT Mid-Cap Growth Investments and AMT
Balanced Investments). Each Series may enter into currency futures contracts and
options on such futures contracts in domestic and foreign markets. Each Series
may sell a currency futures contract or a call option, or it may purchase a put
option on such futures contract, if N&B Management anticipates that exchange
rates for a particular currency will fall. Such a transaction will be used as a
hedge (or, in the case of a sale of a call option, a partial hedge) against a
decrease in the value of a Series' securities denominated in such currency. If
N&B Management anticipates that exchange rates will rise, a Series may purchase
a currency futures contract or a call option to protect against an increase in
the price of securities which are denominated in a particular currency and which
the Series intends to purchase. AMT International Investments may also purchase
a currency futures contract, or a call option thereon, for non-hedging purposes
(i.e., in an effort to enhance income) when N&B Management anticipates that a
particular currency will appreciate in value, but securities denominated in that
currency do not present an attractive investment and are not included in the
Series' portfolio. Each Series will use these futures contracts and related
options for hedging purposes and, with respect to AMT International Investments
and AMT Mid-Cap Growth Investments, for non-hedging purposes as well (i.e., in
an effort to enhance income) as defined in CFTC regulations.

The sale of a currency futures contract creates an obligation by a Series,
as seller, to deliver the amount of currency called for in the contract at a
specified future time for a specified price. The purchase of a currency futures
contract creates an obligation by a Series, as purchaser, to take delivery of an
amount of currency at a specified future time at a specified price. Although the
terms of currency futures contracts specify actual delivery or receipt, in most
instances the contracts are closed out before the settlement date without the
making or taking of delivery of the currency. Closing out of a currency futures
contract is effected by entering into an offsetting purchase or sale
transaction. To close out a currency futures contract sold by a Series, the
Series may purchase a currency futures contract for the same aggregate amount of
currency and same delivery date. If the price in the sale exceeds the price in
the offsetting purchase, the Series is immediately paid the difference.
Similarly, to close out a currency futures contract purchased by a Series, the
Series sells a currency futures contract. If the offsetting sale price exceeds
the purchase price, the Series realizes a gain. Likewise, if the offsetting sale
price is less than the purchase price, the Series realizes a loss.

Unlike a currency futures contract, which requires the parties to buy and
sell currency on a set date, an option on a futures contract entitles its holder
to decide on or before a future date whether to enter into such a contract. If
the holder decides not to enter into the contract, the premium paid for the
option is lost. For the holder of an option, there are no daily payments of cash
for "variation" or "maintenance" margin payments to reflect the change in the
value of the underlying contract as there are by a purchaser or seller of a
currency futures contract.

A risk in employing currency futures contracts to protect against price
volatility of portfolio securities which are denominated in a particular
currency is that the prices of such securities subject to currency futures
contracts may not completely correlate with the behavior of the cash prices of
the Series' securities. The correlation may be distorted by the fact that the
currency futures market may be dominated by short-term traders seeking to profit
from changes in exchange rates. This would reduce the value of such contracts
used for hedging purposes over a short-term period. Such distortions are
generally minor and would diminish as the contract approached maturity. Another
risk is that N&B Management could be incorrect in its expectation as to the
direction or extent of various exchange rate movements or the time span within
which the movements take place. When a Series engages in the purchase of
currency futures contracts, an amount equal to the market value of the currency
futures contract (minus any required margin) will be deposited in a segregated
account of securities, cash, or cash equivalents to collateralize the position
and thereby limit the use of such futures contracts.

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

Options on Foreign Currencies. (All Series except AMT Liquid Asset
Investments). Each Series may write and purchase covered call and put options on
foreign currencies. A Series would engage in such transactions to protect
against declines in the U.S. dollar value of portfolio securities or increases
in the U.S. dollar cost of securities to be acquired or to protect the U.S.
dollar equivalent of dividends, interest, or other payments on those securities.
In addition, AMT International Investments may purchase put and call options on
foreign currencies for non-hedging purposes when N&B Management anticipates that
a currency will appreciate or depreciate in value, but securities denominated in
that currency do not present attractive investment opportunities and are not
included in the Series' investments. The Series may write (sell) put and covered
call options on any currency in order to realize greater income than would be
realized on portfolio securities alone.

A decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities, even
if their value in the foreign currency remains constant. In order to protect
against such decreases in the value of portfolio securities, a Series may
purchase put options on the foreign currency. If the value of the currency
declines, a Series will have the right to sell such currency for a fixed amount
of dollars which exceeds the market value of such currency. This would result in
a gain that may offset, in whole or in part, the negative effect of currency
depreciation on the value of the Series' securities denominated in that
currency.

Conversely, if the dollar value of a currency in which securities to be
acquired by the Series are denominated rises, thereby increasing the cost of
such securities, the Series may purchase call options on such currency. If the
value of such currency increases sufficiently, the Series will have the right to
purchase that currency for a fixed amount of dollars which is less than the
market value of that currency. Such a purchase would result in a gain that may
offset, at least partially, the effect of any currency-related increase in the
price of securities a Series intends to acquire.

As in the case of other types of options transactions, however, the benefit
a Series derives from purchasing foreign currency options will be reduced by the
amount of the premium and related transaction costs. In addition, if currency
exchange rates do not move in the direction or to the extent anticipated, a
Series could sustain losses on transactions in foreign currency options which
would deprive it of a portion or all of the benefits of advantageous changes in
such rates.

A Series may also write options on foreign currencies for hedging purposes.
For example, if N&B Management anticipates a decline in the dollar value of
foreign currency denominated securities because of declining exchange rates, it
could, instead of purchasing a put option, write a call option on the relevant
currency. If the expected decline occurs, the option will most likely not be
exercised, and the decrease in value of portfolio securities will be offset, at
least in part, by the amount of the premium received by the Series.

Similarly, a Series could write a put option on the relevant currency,
instead of purchasing a call option, to hedge against an anticipated increase in
the dollar cost of securities to be acquired. If exchange rates move in the
manner projected, the put option most likely will not be exercised, and such
increased cost will be offset, at least in part, by the amount of the premium
received by the Series. However, as in the case of other types of options
transactions, the writing of a foreign currency option will constitute only a
partial hedge up to the amount of the premium, and only if rates move in the
expected direction.

If unanticipated exchange rate fluctuations occur, a put or call option may
be exercised and the Series could be required to purchase or sell the underlying
currency at a loss which may not be fully offset by the amount of the premium.
As a result of writing options on foreign currencies, a Series also may be
required to forego all or a portion of the benefits which might otherwise have
been obtained from favorable movements in currency exchange rates. Certain
options on foreign currencies are traded on the OTC market and involve liquidity
and credit risks that may not be present in the case of exchange-traded currency
options.

AMT International Investments and AMT Mid-Cap Growth Investments, may
purchase call options on currency for non-hedging purposes when N&B Management
anticipates that the currency will appreciate in value, but the securities
denominated in that currency do not present attractive investment opportunities
and are not included in the Series' portfolio. The Series may write (sell) put
and covered call options on any currency in order to realize greater income than
would be realized on portfolio securities alone. However, in writing covered
call options for additional income, the Series may forego the opportunity to
profit from an increase in the market value of the underlying currency. Also,
when writing put options, the Series accepts, in return for the option premium,
the risk that it may be required to purchase the underlying currency at a price
in excess of the currency's market value at the time of purchase.

Currency options have characteristics and risks similar to those of
securities options, as discussed herein. Certain options on foreign currencies
are traded on the OTC market and involve liquidity and credit risks that may not
be present in the case of exchange-traded currency options.

AMT International Investments and AMT Mid-Cap Growth Investments would
normally purchase call options for non-hedging purposes in anticipation of an
increase in the market value of a currency. The Series would ordinarily realize
a gain if, during the option period, the value of such currency exceeded the sum
of the exercise price, the premium paid and transaction costs. Otherwise the
Series would realize either no gain or a loss on the purchase of the call
option. Put options may be purchased by the Series for the purpose of benefiting
from a decline in the value of currencies which it does not own. The Series
would ordinarily realize a gain if, during the option period, the value of the
underlying currency decreased below the exercise price sufficiently to more than
cover the premium and transaction costs. Otherwise the Series would realize
either no gain or a loss on the purchase of the put option.

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

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

Regulatory Limitations on Using Futures, Options on Futures and Options on
Foreign Currencies. To the extent a Series sells or purchases futures contracts
or writes options thereon or options on foreign currencies that are traded on an
exchange regulated by the CFTC other than for bona fide hedging purposes, as
defined by the CFTC, the aggregate initial margin and premiums on those
positions (excluding the amount by which options are "in-the-money") may not
exceed 5% of the Series' net assets.

Cover for Futures, Options on Futures, Options on Securities, Indices and
Foreign Currencies, and Forward Contracts ("Hedging Instruments"). Each Series
will comply with SEC staff guidelines regarding "cover" for Hedging Instruments
and, if the guidelines so require, set aside in a segregated account with its
custodian the prescribed amount of cash, fixed income, or equity securities.
Securities held in a segregated account cannot be sold while the futures,
options, or forward strategy covered by those securities is outstanding, unless
they are replaced with other suitable assets. As a result, segregation of a
large percentage of a Series' assets could impede portfolio management or the
Series' ability to meet current obligations. A Series may be unable promptly to
dispose of assets which cover or are segregated with respect to, an illiquid
futures, options, or forward position; this inability may result in a loss to
the Series.

General Risks of Hedging Instruments. The primary risks in using Hedging
Instruments are (1) imperfect correlation or no correlation between changes in
market value of the securities or currencies held or to be acquired by a Series
and changes in the market value of Hedging Instruments; (2) possible lack of a
liquid secondary market for Hedging Instruments and the resulting inability to
close out Hedging Instruments when desired; (3) the fact that the skills needed
to use Hedging Instruments are different from those needed to select a Series'
securities; (4) the fact that, although use of Hedging 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 a Series to purchase or
sell a portfolio security at a time that would otherwise be favorable for it to
do so, or the possible need for a Series to sell a portfolio security at a
disadvantageous time, due to its need to maintain cover or to segregate
securities in connection with its use of Hedging Instruments. N&B Management
intends to reduce the risk of imperfect correlation by investing only in Hedging
Instruments whose behavior is expected to resemble or offset that of a Series'
underlying securities or currency. N&B Management intends to reduce the risk
that a Series will be unable to close out Hedging Instruments by entering into
such transactions only if N&B Management believes there will be an active and
liquid secondary market. There can be no assurance that a Series' use of Hedging
Instruments will be successful. Hedging Instruments may not be available with
respect to some currencies, especially those of so-called "emerging market"
countries.

A Series' use of Hedging Instruments may be limited by certain provisions
of the Internal Revenue Code of 1996 with which it must comply if its
corresponding Fund is to qualify as a regulated investment company ("RIC"). See
"Additional Tax Information - Taxation of Each Portfolio."

Short Sales (AMT Growth Investments and AMT International Investments) and
Short Sales Against-the-Box (All Series). AMT Growth and International
Investments may enter into short sales of securities. Under applicable
guidelines of the staff of the SEC, if a Series engages in a short sale of the
type referred to in the Prospectus, it must put in a segregated account (not
with the broker) an amount of cash or U.S. government securities equal to the
difference between (1) the market value of the securities sold short at the time
they were sold short and (2) any cash or U.S. government securities required to
be deposited as collateral with the broker in connection with the short sale
(not including the proceeds from the short sale). In addition, until the Series
replaces the borrowed security, it must daily maintain the segregated account at
such a level that (1) the amount deposited in it plus the amount deposited with
the broker as collateral will equal the current market value of the securities
sold short, and (2) the amount deposited in it plus the amount deposited with
the broker as collateral will not be less than the market value of the
securities at the time they were sold short.

The effect on the Series of engaging in short selling is similar to the
effect of leverage. Short selling may amplify changes in the corresponding
Portfolio's NAV and yield. Short selling may also produce higher than normal
portfolio turnover which may result in increased transaction costs to the
Series.

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

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

Foreign debt securities are subject to risks similar to those of other
foreign securities. In addition, foreign debt securities are subject to the risk
of an issuer's inability to meet principal and interest payments on the
obligations ("credit risk") and are also subject to price volatility due to such
factors as interest rate sensitivity, market perception of the creditworthiness
of the issuer, and general market liquidity ("market risk"). Lower-rated
securities are more likely to react to developments affecting market and credit
risk than are more highly rated securities, which react primarily to movements
in the general level of interest rates. Debt securities in the lowest rating
categories may involve a substantial risk of default or may be in default.
Changes in economic conditions or developments regarding the individual issuer
are more likely to cause price volatility and weaken the capacity of the issuers
of such securities to make principal and interest payments than is the case for
higher grade debt securities. An economic downturn affecting the issuer may
result in an increased incidence of default. The market for lower-rated
securities may be thinner and less active than for higher-rated securities.
Pricing of thinly traded securities requires greater judgment than pricing of
securities for which market transactions are regularly reported. N&B Management
will invest in such securities only when it concludes that the anticipated
return to the Series and the Portfolio on such an investment warrants exposure
to the additional level of risk. A further description of the ratings used by
Moody's and S&P is included in the Appendix to the SAI. Subsequent to its
purchase by the Series, an issue of securities may cease to be rated or its
rating may be reduced. In such a case, N&B Management will make a determination
as to whether the Series should dispose of the downgraded securities.

Asset-Backed Securities. (AMT Liquid Asset Investments, AMT Limited
Maturity Bond Investments and AMT Balanced Investments). Asset-backed securities
represent direct or indirect participations in, or are secured by and payable
from, pools of assets such as motor vehicle installment sales contracts,
installment loan contracts, leases of various types of real and personal
property, and receivables from revolving credit (credit card) agreements. These
assets are securitized through the use of trusts and special purpose
corporations. Credit enhancements, such as various forms of cash collateral
accounts or letters of credit, may support payments of principal and interest on
asset-backed securities. Asset-backed securities are subject to the same risk of
prepayment described with respect to mortgage-backed securities. The risk that
recovery on repossessed collateral might be unavailable or inadequate to support
payments, however, is greater for asset-backed securities than for
mortgage-backed securities.

Certificates for Automobile Receivablessm ("CARSsm") represent undivided
fractional interests in a trust whose assets consist of a pool of motor vehicle
retail installment sales contracts and security interests in the vehicles
securing those contracts. Payment of principal and interest on the underlying
contracts are passed through monthly to certificate holders and are guaranteed
up to specified amounts by a letter of credit issued by a financial institution
unaffiliated with the trustee or originator of the trust. Underlying installment
sales contracts are subject to prepayment, which may reduce the overall return
to certificate holders. Certificate holders also may experience delays in
payment or losses on CARSsm if the trust does not realize the full amounts due
on underlying installment sales contracts because of unanticipated legal or
administrative costs of enforcing the contracts; depreciation, damage, or loss
of the vehicles securing the contracts; or other factors.

Credit card receivable securities are backed by receivables from revolving
credit card agreements ("Accounts"). Credit balances on Accounts are generally
paid down more rapidly than are automobile contracts. Most of the credit card
receivable securities issued publicly to date have been pass-through
certificates. In order to lengthen their maturity or duration, most such
securities provide for a fixed period during which only interest payments on the
underlying Accounts are passed through to the security holder; principal
payments received on the Accounts are used to fund the transfer of additional
credit card charges made on the Accounts to the pool of assets supporting the
securities. Usually, the initial fixed period may be shortened if specified
events occur which signal a potential deterioration in the quality of the assets
backing the security, such as the imposition of a cap on interest rates. An
issuer's ability to extend the life of an issue of credit card receivable
securities thus depends on the continued generation of principal amounts in the
underlying Accounts and the non-occurrence of the specified events. The
non-deductibility of consumer interest, as well as competitive and general
economic factors, could adversely affect the rate at which new receivables are
created in an Account and conveyed to an issuer, thereby shortening the expected
weighted average life of the related security and reducing its yield. An
acceleration in cardholders' payment rates or any other event that shortens the
period during which additional credit card charges on an Account may be
transferred to the pool of assets supporting the related security could have a
similar effect on its weighted average life and yield.

Credit cardholders are entitled to the protection of state and federal
consumer credit laws. Many of those laws give a holder the right to set off
certain amounts against balances owed on the credit card, thereby reducing
amounts paid on Accounts. In addition, unlike the collateral for most other
asset-backed securities, Accounts are unsecured obligations of the cardholder.

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

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

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

Foreign market also have different clearance and settlement procedures. In
certain markets, there have been times when settlements have been unable to keep
pace with the volume of securities transactions making it difficult to conduct
such transactions. Delays in settlement could result in temporary periods when a
portion of the assets of the Series are uninvested and no return is earned
thereon. The inability of the Series to make intended security purchases due to
settlement problems could cause the Series to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result in losses to the Series due to subsequent declines in
value of the securities, or, if the Series has entered into a contract to sell
the securities, could result in possible liability to the purchaser.

Interest rates prevailing in other countries may affect the prices of
foreign securities and exchange rates for foreign currencies. Local factors,
including the strength of the local economy, the demand for borrowing, the
government's fiscal and monetary policies, and the international balance of
payments, often affect interest rates in other countries. Individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, and balance of payments position.

In order to limit the risks inherent in investing in foreign currency
denominated securities, the Series (except AMT International Investments) may
not purchase any such security if, as a result, more than 10% (20% with respect
to AMT Mid-Cap Investments and 25% with respect to AMT Limited Maturity Bond
Investments) of its net assets (taken at market value) would be invested in
foreign currency denominated securities. Within the limitation, however, a
Series is not restricted in the amount it may invest in securities denominated
in any one foreign currency.

Convertible Securities. (AMT International Investments, AMT Growth
Investments, AMT Balanced Investments, AMT Mid-Cap Growth Investments, AMT
Guardian Investments and AMT Partners Investments). Each Series may invest in
convertible securities. A convertible security entitles the holder to receive
interest paid or accrued on debt or the dividend paid on preferred stock until
the convertible security matures or is redeemed, converted or exchanged. Before
conversion, convertible securities ordinarily provide a stream of income with
generally higher yields than those of common stocks of the same or similar
issuers, but lower than the yield on non-convertible debt. Convertible
securities are usually subordinated to comparable-tier nonconvertible securities
but rank senior to common stock in a corporation's capital structure. The value
of a convertible security is a function of (1) its yield in comparison with the
yields of other securities of comparable maturity and quality that do not have a
conversion privilege, and (2) its worth, at market value, if converted into the
underlying common stock. Convertible debt securities are subject to each Series'
investment policies and limitations concerning fixed-income investments.

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

Preferred Stock. (AMT International Investments, AMT Growth Investments,
AMT Balanced Investments, AMT Mid-Cap Growth Investments, AMT Guardian
Investments and AMT Partners Investments). These Series may invest in preferred
stock. Unlike interest payments on debt securities, dividends on preferred stock
are generally payable at the discretion of the issuer's board of directors,
although preferred shareholders may have certain rights if dividends are not
paid. Shareholders may suffer a loss of value if dividends are not paid, and
generally have no legal recourse against the issuer. The market prices of
preferred stocks are generally more sensitive to changes in the issuer's
creditworthiness than are the prices of debt securities.

Zero Coupon (All Series) and Step Coupon Securities. AMT Limited Maturity
Bond Investments and AMT Balanced Investments). Each Series may invest in zero
coupon securities and AMT Limited Maturity Bond and Balanced Investments may
invest in step coupon securities, both of which are debt obligations that do not
entitle the holder to any periodic payment of interest prior to maturity or
specify a future date when the securities begin paying current interest. Rather,
they are issued and traded at a significant discount from their face amount or
par value, which discount varies depending on prevailing interest rates, the
time remaining until cash payments begin, the liquidity of the security, and the
perceived credit quality of the issuer.

The discount on zero coupon and step coupon securities ("original issue
discount" or "OID") must be taken into income ratably by each such Series prior
to the receipt of any actual payments. Because each Portfolio must distribute to
its shareholders substantially all of its net income (including its share of its
corresponding Series' accrued OID) to its shareholders each year for income tax
purposes, a Series may have to dispose of portfolio securities under
disadvantageous circumstances to generate cash, or may be required to borrow, to
satisfy its corresponding Portfolio's distribution requirements.

The market prices of zero coupon securities generally are more volatile
than the prices of securities that pay interest periodically and are likely to
respond to changes in interest rates to a greater degree than do other types of
debt securities having similar maturities and credit quality.

Municipal Obligations. (AMT Limited Maturity Bond Investments, AMT Liquid
Asset Investments and AMT Balanced Investments). Municipal obligations are
securities issued by or on behalf of states (as used herein, including the
District of Columbia), territories and possessions of the United States and
their political subdivisions, agencies, and instrumentalities. Municipal
obligations include "general obligation" securities, which are backed by the
full taxing power of a municipality, and "revenue" securities, which are backed
only by the income from a specific project, facility, or tax. Municipal
obligations also include industrial development and private activity bonds which
are issued by or on behalf of public authorities, but are not backed by the
credit of any governmental or public authority. "Anticipation notes", which are
also municipal obligations, are issued by municipalities in expectation of
future proceeds from the issuance of bonds, or from taxes or other revenues, and
are payable from those bond proceeds, taxes, or revenues. Municipal obligations
also include tax-exempt commercial paper, which is issued by municipalities to
help finance short-term capital or operating requirements.

The value of municipal obligations is dependent on the continuing payment
of interest and principal when due by the issuers of the municipal obligations
in which a Series invests (or, in the case of industrial development bonds, the
revenues generated by the facility financed by the bonds or, in certain other
instances, the provider of the credit facility backing the bonds). As with other
fixed income securities, an increase in interest rates generally will reduce the
value of a Series' investments in municipal obligations, whereas a decline in
interest rates generally will increase that value. Efforts are underway that may
result in a restructuring of the federal income tax system. Any of these factors
could affect the value of municipal securities.

Fixed Income Securities. (All Series except AMT Liquid Asset Investments).
Each Series may invest in money market instruments, U.S. Government or Agency
securities, and corporate bonds and debentures receiving one of the four highest
ratings from S&P, Moody's, or any other NRSRO or, if not rated by any NRSRO,
deemed of comparable quality by N&B Management ("Comparable Unrated
Securities"); in addition, AMT Partners Investments may invest up to 15% of its
net assets, measured at the time of investment, in corporate debt securities
rated below investment grade or Comparable Unrated Securities. AMT Limited
Maturity Bond Investments and AMT Mid-Cap Growth Investments may invest up to
10% of their net assets, measured at the time of investment, in debt securities
rated below investment grade, but rated at least B (C with respect to AMT
Mid-Cap Growth Investments) by S&P or Moody's, or Comparable Unrated Securities;
AMT Balanced Investments may invest up to 10% of its debt securities portion of
its investments, measured at the time of investment, in debt securities rated
below investment grade, but rated at least B by S&P or Moody's, or
Comparable Unrated Securities. AMT International Investments may invest up to 5%
of its net assets, measured at the time of investment, in debt securities that
are rated below investment grade or comparable unrated securities. The ratings
of an NRSRO represent its opinion as to the quality of securities it undertakes
to rate. Ratings are not absolute standards of quality; consequently, securities
with the same maturity, coupon, and rating may have different yields. A Series
relies on the credit evaluations performed by N&B Management and on ratings
assigned by S&P and Moody's, which are described in Appendix A to this SAI.

Fixed income securities are subject to the risk of an issuer's inability to
meet principal and interest payments on the obligations ("credit risk") and also
may be subject to price volatility due to such factors as interest rate
sensitivity, market perception of the creditworthiness of the issuer, and
general market liquidity ("market risk"). Lower-rated securities are more likely
to react to developments affecting market and credit risk than are more highly
rated securities, which react primarily to movements in the general level of
interest rates.

Changes in economic conditions or developments regarding the individual
issuer are more likely to cause price volatility and weaken the capacity of the
issuer of such securities to make principal and interest payments than is the
case for higher-grade debt securities. An economic downturn affecting the issuer
may result in an increased incidence of default. The market for lower-rated
securities may be thinner and less active than for higher-rated securities.
Pricing of thinly traded securities requires greater judgment than pricing of
securities for which market transactions are regularly reported.

Subsequent to its purchase by a Series an issue of securities may cease to
be rated or its rating may be reduced, so that the securities would no longer be
eligible for purchase by the Series. In such a case, with respect to all Series
except AMT Liquid Asset Investments, the Series will engage in an orderly
disposition of the downgraded securities or other securities to the extent
necessary to ensure that the Series' holdings of such securities will not exceed
5% of the Series' net assets. AMT Limited Maturity Bond Investments and AMT
Balanced Investments (debt securities portion) may hold up to 5% of their net
assets in securities that are downgraded after purchase to a rating below CCC.
With respect to AMT Liquid Asset Investments, N&B Management will consider the
need to dispose of such securities in accordance with the requirements of Rule
2a-7.

Swap Agreements. (AMT International Investments). The Series may enter into
swap agreements to manage or gain exposure to particular types of investments
(including equity securities or indices of equity securities in which the Series
otherwise could not invest efficiently). In an example of a swap agreement, one
party agrees to make regular payments equal to a floating rate on a specified
amount in exchange for payments equal to a fixed rate, or a different floating
rate, on the same amount for a specified period.

Swap agreements may involve leverage and may be highly volatile; depending
on how they are used, they may have a considerable impact on the Series'
performance. The risks of swap agreements depend 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. In accordance with SEC staff requirements, the Series will
segregate cash or appropriate liquid securities in an amount equal to its
obligations under swap agreements; when an agreement provides for netting of the
payments by the two parties, the Series will segregate only the amount of its
net obligation, if any. Swap agreements may be illiquid. The swap market is
relatively new and is largely unregulated.

Lower Rated Debt Securities. (AMT Balanced Investments, AMT Limited
Maturity Bond Investments, AMT Mid-Cap Growth Investments and AMT Partners
Investments). These securities are deemed to be predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal. Lower
rated debt securities generally offer a higher current yield than that available
for investment grade issues, but they may involve significant risk under adverse
conditions. In particular, they are subject to: adverse changes in general
economic conditions and in the industries in which the issuers are engaged,
changes in the financial condition of the issuers, and price fluctuations in
response to changes in interest rates.

During periods of economic downturn or rising interest rates, highly
leveraged issuers may experience financial stress which could adversely affect
their ability to make payments of interest and principal and increase the
possibility of default. In addition, such issuers may not have more traditional
methods of financing available to them and may be unable to repay debt at
maturity by refinancing. The risk of loss due to default by such issuers is
significantly greater because such securities frequently are unsecured and
subordinated to the prior payment of senior indebtedness.

The market for lower rated debt securities has expanded rapidly in recent
years, and its growth generally paralleled a long economic expansion. In the
past, the prices of many lower rated debt securities declined substantially,
reflecting an expectation that many issuers of such securities might experience
financial difficulties. As a result, the yields on lower rated debt securities
rose dramatically. However, such higher yields did not reflect the value of the
income stream that holders of such securities expected, but rather the risk that
holders of such securities could lose a substantial portion of their value as a
result of the issuers' financial restructuring or defaults. There can be no
assurance that such declines will not recur.

The market for lower rated debt issues generally is thinner or less active
than that for higher quality securities, which may limit a Series' ability to
sell such securities at fair value in response to changes in the economy or
financial markets. Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may also decrease the values and liquidity of
lower rated debt securities, especially in a thinly traded market.

CERTAIN RISK CONSIDERATIONS

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.

Although each Series seeks to reduce risk by investing in a diversified
portfolio of securities, diversification does not eliminate all risk. There can,
of course, be no assurance that any Series will achieve its investment
objective.

PERFORMANCE INFORMATION

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

Yield Calculations

The Liquid Asset Portfolio may advertise its "current yield" and "effective
yield." The Portfolio's current yield is based on a seven-day period and is
computed by determining the net change (excluding capital changes) in the value
of a hypothetical account having a balance of one share at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from shareholder
accounts, and dividing the difference by the value of the account at the
beginning of the base period. The result is a "base period return," which is
then annualized -- that is, the amount of income generated during the seven-day
period is assumed to be generated each week over a 52-week period -- and shown
as an annual percentage of the investment.

The effective yield of the Portfolio is calculated similarly, but the base
period return is assumed to be reinvested. The assumed reinvestment is
calculated by adding 1 to the base period return, raising the sum to a power
equal to 365 divided by seven, and subtracting one from the result, according to
the following formula:

Effective Yield = [(Base Period Return + 1)365/7] - 1

For the seven calendar days ended December 31, 1997, the current yield of
the Liquid Asset Portfolio was 4.73%. For the same period, the effective yield
was 4.84%.

Limited Maturity Bond Portfolio. The Portfolio may advertise its "yield"
based on a 30-day (or one-month) period. This yield is computed by dividing the
net investment income per share earned during the period by the maximum offering
price per share on the last day of the period. The result then is annualized and
shown as an annual percentage of the investment.

The annualized yield for the Limited Maturity Bond Portfolio for the 30-day
period ended December 31, 1997 was 5.83%.

Total Return Computations. (All Portfolios except Liquid Asset Portfolio).

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

P (1 + T)n = ERV

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

The average annual total returns for the Growth Portfolio (and the
predecessor of the Growth Portfolio for the period prior to May 1, 1995) for the
one-, five-, and ten-year periods ended December 31, 1997, were +29.01%,
+13.48%, and +14.88%, respectively.

The average annual total returns for the Limited Maturity Bond Portfolio
(and the predecessor of the Limited Maturity Bond Portfolio for the period prior
to May 1, 1995) for the one-, five-, and ten-year periods ended December 31,
1997, were +6.74%, +5.63%, and +7.07%, respectively.

The average annual total returns for the Balanced Portfolio (and the
predecessor of the Balanced Portfolio for the period prior to May 1, 1995) for
the one-year and five-year periods ended December 31, 1997, and for the period
from February 28, 1989 (commencement of operations), through December 31, 1997,
were +19.45, +10.21, and +11.20, respectively.

The average annual total return for the Partners Portfolio (and the
predecessor of the Partners Portfolio for the period prior to May 1, 1995) for
the one year period ended December 31, 1997 and for the period from March 22,
1994 (commencement of operations) through December 31, 1997 was +31.25% and
+24.18% respectively.

The aggregate total return for the Mid-Cap Growth Portfolio for the period
since inception (November 3, 1997) through December 31, 1997 was +17.20%.

The aggregate total return for the Guardian Portfolio for the period since
inception (November 3, 1997) through December 31, 1997 was +5.20%.

N&B Management may waive a portion of its fee or reimburse certain of the
Portfolios and predecessors of the Portfolios for certain expenses during the
periods shown, which has the effect of increasing total return. Actual
reimbursements and waivers are described in the Prospectus and in "Investment
Management and Administrative Services" below.

Average annual total returns quoted for the Portfolios include the effect
of deducting a Portfolio's expenses, but may not include insurance-related
charges and other expenses attributable to any particular insurance product.
Since you can only purchase shares of a Portfolio through a variable annuity or
variable life insurance contract (except with respect to the Balanced Portfolio,
which may also be purchased by Qualified Plans) you should carefully review the
prospectus of the insurance product you have chosen for information on relevant
charges and expenses. Excluding these charges from quotations of a Portfolio's
performance has the effect of increasing the performance quoted. You should bear
in mind the effect of these charges when comparing a Portfolio's performance to
that of other mutual funds.

Comparative Information

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

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

(2) recognized bond, stock and other indices, such as the
Shearson Lehman Bond Index, The Standard & Poor's 500 Composite Stock
Price Index ("S&P 500 Index"), S&P Small Cap 600 ("S&P 600"), S&P Mid
Cap 400 ("S&P 400"), Russell 2000 Stock Index, Russell Mid Cap Growth
Index, Dow Jones Industrial Average ("DJIA"), Wilshire 1750, NASDAQ,
Montgomery Securities Growth Stock Index, Value Line Index, U.S.
Department of Labor Consumer Price Index ("Consumer Price Index"),
College Board Survey of Colleges Annual Increases of College costs,
Kanon Bloch's Family Performance Index, the Barra Growth Index, the
Barra Value Index, the EAFE(R) Index, the Financial Times World XUS
Index, and various other domestic, international, and global indices.
The S&P 500 Index is a broad index of common stock prices, while the
DJIA represents a narrower segment of industrial companies. The S&P 600
includes stocks that range in market value from $27 million to $880
million, with an average of $302 million. The S&P 400 measures
mid-sized companies with an average market capitalization of $1.2
billion. The EAFE(R) Index is an unmanaged index of common stock prices
of more than 1,000 companies from Europe, Australia, and the Far East
translated into U.S. dollars. The Financial Times World XUS Index is an
index of 24 international markets, excluding the U.S. market. Each
assumes reinvestment of distributions and is calculated without regard
to tax consequences or the costs of investing. Each Portfolio may
invest in different types of securities from those included in some of
the above indices.

In addition, the Limited Maturity Bond Portfolio's performance may be
compared with the Merrill Lynch 1-3 year Treasury Index and the Lehman Brothers
Intermediate Government/Corporate Bond Index, as well as the performance of
Treasury Securities, corporate bonds, and the Lipper Short Investment Grade Debt
Funds category.

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

Each Series may invest some of its assets in different types of securities
than those included in the index used as a comparison with the Series'
historical performance. A Series may also compare certain indices, which
represent different segments of the securities markets, for the purpose of
comparing the historical returns and volatility of those particular market
segments. Measures of volatility show the range of historical price
fluctuations. Standard deviation may be used as a measure of volatility. There
are other measures of volatility, which may yield different results.

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

TRUSTEES AND OFFICERS

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

<TABLE>
<CAPTION>
Positions Held with
Name, Address and Age (1) the Trusts Principal Occupation(s)(2)
- --------------------- -------------------- -----------------------
<S> <C> <C>
Stanley Egener* Chairman of the Board, Principal of Neuberger&Berman; President and Director of N&B
Age: 64 Chief Executive Officer Management; Chairman of the of each Trust Board, Chief
and Trustee Executive Officer, and Trustee of eight other mutual funds
for which N&B Management acts as investment manager or
administrator.

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

Walter G. Ehlers Trustee of each Trust Consultant; Director of The Turner
6806 Suffolk Place Corporation, A.B. Chance Company, and
Harvey Cedars, NJ 08008 Crescent Jewelry, Inc.
Age: 65

C. Anne Harvey Trustee of each Trust Director of American Association of Retired
2555 Pennsylvania Avenue, N.W. Persons ("AARP") Program Services and
Washington, DC 20037 Administrator of AARP Foundation; The
Age: 60 National Rehabilitation Hospital's Board of
Advisors; Individual Investors Advisory
Committee to the New York Stock Exchange
Board of Directors; Steering Committee for
the U.S. Securities and Exchange Commission
Facts on Saving and Investing Campaign; and
American Savings Education Council's Policy
Board (ASEC).

Leslie A. Jacobson Trustee of each Trust Counsel to Fried, Frank, Harris,
24 Birdsall Farm Drive Shriver & Jacobson, attorneys at law; previously a
Armonk, NY 10504 partner of that firm.
Age: 87

Robert M. Porter Trustee of each Trust Retired September, 1991; Formerly Director of
P.O. Box 33366 Customer Relations, Aetna Life & Casualty
Kerrville, TX 78029-3366 Company.
Age: 72

Ruth E. Salzmann Trustee of each Trust Retired; Director of John Deere Insurance
1556 Pine Street Group; Actuarial Consultant.
Stevens Point, WI 54481
Age: 79

Peter P. Trapp Trustee of each Trust Assistant Regional Manager for Atlanta
Ford Motor Credit Company Region, Ford Motor Credit Company since
1455 Lincoln Parkway August, 1997; prior thereto, President, Ford
Atlanta, GA 30346-2209 Life Insurance Company, April, 1995 until
Age: 53 August, 1997; Consultant from December, 1994
until April, 1995; Vice President, Sentry
Insurance & Mutual Company, and President and
Chief Operating Officer, Sentry Investors
Life Insurance Company until November, 1994.

Lawrence Zicklin* President and Trustee of Principal of Neuberger&Berman; Director of
Age: 62 each Trust N&B Management; President and/or Trustee of
five other mutual funds and portfolios for which
N&B Management acts as investment manager
or administrator.

Daniel J. Sullivan Vice President of each Trust Senior Vice President of N&B Management since
Age: 58 1992; Vice President of eight other mutual
funds for which N&B Management acts as
investment manager or administrator.

Michael J. Weiner Vice President and Senior Vice President of N&B Management since
Age: 51 Principal Financial Officer 1992; Treasurer of N&B Management from 1992 to 1996;
of each Trust Vice President and Principal Financial Officer of
eight other mutual funds for which N&B Management
acts as investment manager or administrator.

Claudia A. Brandon Secretary of each Trust Vice President of N&B Management; Secretary
Age: 41 of eight other mutual funds for which N&B
Management acts as investment manager or
administrator.

Richard Russell Treasurer and Principal Vice President of N&B Management since 1993;
Age: 51 Accounting Officer of each prior thereto, Assistant Vice President of
Trust N&B Management; Treasurer and Principal Accounting
Officer of eight other mutual funds for which N&B
Management acts as investment manager or
administrator.

Stacy Cooper-Shugrue Assistant Secretary of each Assistant Vice President of N&B Management
Age: 35 Trust since 1993; prior thereto, an employee of N&B
Management; Assistant Secretary of eight other
mutual funds for which N&B Management acts as
investment manager or administrator.

C. Carl Randolph Assistant Secretary Principal of Neuberger&Berman since 1992;
Age: 60 of each Trust Assistant Secretary of eight other mutual
funds for which N&B Management acts as
investment manager or administrator.

Barbara DiGiorgio Assistant Treasurer of each Assistant Vice President of N&B Management
Age: 39 Trust since 1993; prior thereto, employee of N&B
Management; Assistant Treasurer of eight other
mutual funds for which N&B Management acts as
investment manager or administrator since 1996.

Celeste Wischerth Assistant Treasurer of each Assistant Vice President of N&B Management
Age: 37 Trust since 1994; Assistant Treasurer of eight other
mutual funds for which N&B Management acts as
investment manager or administrator.

</TABLE>

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

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

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

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

The Trust's Trust Instrument and Managers Trust's Declaration of Trust
provide that each Trust will indemnify the Trustees and their officers against
liabilities and expenses reasonably incurred in connection with litigation in
which they may be involved because of their offices with the Trust or Advisers
Trust, respectively, unless it is adjudicated that they engaged in bad faith,
willful misfeasance, gross negligence, or reckless disregard of the duties
involved in their offices. In the case of settlement, such indemnification will
not be provided unless it has been determined -- by a court or other body
approving the settlement or other disposition, or by a majority of disinterested
Trustees, based upon a review of readily available facts, or in a written
opinion of independent counsel -- that such officers or Trustees have not
engaged in willful misfeasance, bad faith, gross negligence, or reckless
disregard of their duties.

Trustees who are not officers or employees of N&B Management,
Neuberger&Berman and/or the Life Companies or any of their affiliates are paid
trustees' fees. For the year ended December 31, 1997, a total of $90,750 in fees
was paid to the Trustees as a group by the Trust and a total of $92,750 in fees
was paid to the Trustees as a group by Managers Trust. The following table shows
1997 compensation by Trustee.

<TABLE>

COMPENSATION TABLE
<CAPTION>

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

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

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

Faith Colish, $15,250 None None $61,500 (3)
Trustee

Walter G. Ehlers, $15,000 None None $31,000 (4)
Trustee

C. Anne Harvey, (5) None None None None
Trustee

Leslie A. Jacobson, $15,000 None None $30,000 (4)
Trustee

Robert M. Porter, $15,250 None None $31,000 (4)
Trustee

Ruth E. Salzmann, $15,250 None None $30,500 (4)
Trustee

Peter P. Trapp, $15,000 None None $30,000 (4)
Trustee

Lawrence Zicklin, None None None None(3)
President and Trustee
</TABLE>

(1) "Aggregate Compensation From Trust" and "Total Compensation From Trust
and Fund Complex Paid to Trustees" is for the period from January 1
through December 31, 1997.
(2) Nine other investment companies.
(3) Five other investment companies.
(4) One other investment company.
(5) Commenced service as a Trustee in February, 1998.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Shares of the Portfolios are issued and redeemed in connection with
investments in and payments under certain variable annuity contracts and
variable life insurance policies (collectively, "Variable Contracts") issued
through separate accounts of life insurance companies (the "Life Companies").
Shares of the Balanced Portfolio are also offered directly to Qualified Plans.
As of April 1, 1998, the separate accounts of the Life Companies were known to
the Board of Trustees and the management of the Trust to own of record all
shares of the Growth, Guardian, Liquid Asset, Limited Maturity Bond, Mid-Cap
Growth and Partners Portfolios of the Trust and approximately 98.8% of the
shares of the Balanced Portfolio of the Trust. There were no shareholders of the
International Portfolio as of this same date. The Trustee of the Trust own in
the aggregate less than 1% of the total Trust shares issued and outstanding.

As of April 1, 1998, separate accounts of the following Life Companies
owned of record or beneficially 5% or more of the Shares of the following
Portfolios:

Shares Percentage of
Owned Outstanding
Shares Owned
Liquid Asset Portfolio

Hartford Life Insurance Company* 11,013,028.210 80%
200 Hopmeadow
Simsbury, CT 06070

Sentry Life Insurance Company 2,316,231.73 17%
1800 North Point Drive
Stevens Point, WI 54481

Partners Portfolio

Skandia Insurance Company* 39,217,493 40%
P.O. Box 883
Shelton, CT 06484

Nationwide Life Insurance* 50,760,998.005 51%
P.O. Box 182029
Columbus, OH 43218-2029

Growth Portfolio

Nationwide Life Insurance* 20,707,966.654 84.092%
P.O. Box 182029
Columbus, OH 43218-2029

Sentry Life Insurance Company 1,947,933.936 7.910%
1800 North Point Drive
Stevens Point, WI 54481

Limited Maturity Bond Portfolio

Nationwide Life Insurance* 14,736,149 77.342%
P.O. Box 182029
Columbus, OH 43218-2029

Penn Mutual Life Insurance
Company 1,024,188.463 5.375%
600 Dresher Road
Horsham, PA 19044

Balanced Portfolio

Hartford Life Insurance Company 1,661,037.911 14.969%
200 Hopmeadow
Simsbury, CT 06070

Nationwide Life Insurance* 4,946,394.586 44.573%
P.O. Box 182029
Columbus, OH 43218-2029

Penn Mutual Life Insurance Company 2,525,370.190 22.758%
600 Dresher Road
Horsham, PA 19044

Sentry Life Insurance
1800 North Point Drive 769,505.992 6.934%
Stevens Point, WI 54481

Guardian Portfolio

Nationwide Life Insurance* 360,741.609 100%
P.O. Box 182029
Columbus, OH 43218-2029

Mid-Cap Growth Portfolio

Nationwide Life Insurance* 451,359.596 100%
P.O. Box 182029
Columbus, OH 43218-2029

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

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

INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION SERVICES

All Portfolios and their corresponding Series

Neuberger&Berman is an investment management firm with headquarters in New
York. The firm's focus is on U.S. fixed income, equity and balanced fund
management. Total assets under management by Neuberger&Berman and its affiliates
were approximately $52.9 billion as of December 31, 1997. Founded in 1939 to
manage portfolios for high net worth individuals, the firm entered the mutual
fund management business in 1950, and began offering active management for
pension funds and institutions in the mid-1970s. Most money managers that come
to the Neuberger&Berman organization have at least fifteen years of experience.
Neuberger&Berman and N&B Management employ experienced professionals that work
in a competitive environment.

Because all of the Portfolios' net investable assets are invested in their
corresponding Series, the Portfolios do not need an investment manager. N&B
Management serves as each Series' investment manager pursuant to a Management
Agreement ("Management Agreement") dated as of May 1, 1995, that was approved by
the holders of the interests in all the Series on April 13, 1994 (except with
respect to AMT International Investments, AMT Guardian Investment and AMT
Mid-Cap Growth Investments). The Trustees of Managers Trust approved the
Management Agreement between AMT International Investments and N&B Management on
November 30, 1995. The Trustees of Managers Trust approved the Management
Agreement between AMT Mid-Cap Growth Investments and AMT Guardian Investments
and N&B Management on August 20, 1997.

The Management Agreement provides in substance that N&B Management will
make and implement investment decisions for the Series in its discretion and
will continuously develop an investment program for each Series' assets. The
Management Agreement permits N&B Management to effect securities transactions on
behalf of each Series through associated persons of N&B Management. The
Management Agreement also specifically permits N&B Management to compensate,
through higher commissions, brokers and dealers who provide investment research
and analysis to the Series, but N&B Management has no current plans to pay a
material amount of such compensation.

N&B Management provides to each Series, without cost, office space,
equipment, and facilities and personnel necessary to perform executive,
administrative, and clerical functions and pays all salaries, expenses, and fees
of the officers, trustees, and employees of Managers Trust who are officers,
directors, or employees of N&B Management. Two officers of N&B Management (who
also are principals of Neuberger&Berman and directors of N&B Management) serve
as trustees and officers of the Trusts. See "Trustees and Officers." N&B
Management provides similar facilities and services to each Portfolio pursuant
to an administration agreement dated May 1, 1995 ("Administration Agreement").
Each Portfolio was authorized to become subject to the Administration Agreement
by vote of the Trustees on May 26, 1994, except the International Portfolio,
which became subject to it on May 1, 1995, and the Mid-Cap Growth and Guardian
Portfolios, which became subject to the Administration Agreement on August 20,
1997.

Prior to May 1, 1995, N&B Management provided investment advisory and
administrative services to the predecessor of each Portfolio then in existence
under an Investment Advisory Agreement ("Prior Agreement") with that Portfolio.
As compensation for these services, the predecessors to the Liquid Asset
Portfolio and Limited Maturity Bond Portfolio paid N&B Management a fee at the
annual rate of 0.50% of the average daily net assets of each Portfolio; the
predecessor to the Balanced Portfolio paid N&B Management a fee at the annual
rate of 0.70% of the average daily net assets of the Portfolio; and the
predecessors to the Growth and Partners Portfolios paid N&B Management a fee at
the rate of 0.70% of the first $250 million of average asset value, 0.675% of
the next $250 million of average asset value, 0.65% of the next $250 million of
average asset value, 0.625% of the next $250 million of average asset value, and
0.60% of the average asset value in excess of $1 billion of each Portfolio. The
fee rate paid by each predecessor Portfolio under its Prior Agreement is 0.15%
lower than the combined management and administrative fees paid by the
corresponding successor Portfolio and its corresponding Series under the
Management and Administration Agreements. For a description of the Management
and Administration fees currently in effect, see "Management and Administration"
in the Prospectus.

During the fiscal years ended December 31, 1997, 1996, and 1995, the
Portfolios and their corresponding Series (for the period beginning May 1, 1995)
and the predecessors of the Portfolios (for the period prior to May 1, 1995)
paid management and administration fees to N&B Management. For the year ended
December 31, 1997, N&B Management was paid management and administration fees as
follows (amounts for each Portfolio include management fees paid by that
Portfolio's corresponding Series): $91,752, Liquid Asset Portfolio; $5,336,566,
Growth Portfolio; $1,642,678, Limited Maturity Bond Portfolio; $1,554,602,
Balanced Portfolio; $9,277,108, Partners Portfolio; $681, Mid-Cap Growth
Portfolio; and $397, Guardian Portfolio. For the year ended December 31, 1996,
N&B Management was paid management and administration fees as follows (amounts
for each Portfolio include management fees paid by that Portfolio's
corresponding Series): $98,887, Liquid Asset Portfolio; $4,704,750, Growth
Portfolio; $1,611,437, Limited Maturity Bond Portfolio; $1,425,077, Balanced
Portfolio; and $3,295,383, Partners Portfolio. For the year ended December 31,
1995, N&B Management was paid management and administration fees as follows
(amounts for each Portfolio include management fees paid by that Portfolio's
corresponding Series from May 1, 1995 to December 31, 1995): $73,935, Liquid
Asset Portfolio; $4,086,084, Growth Portfolio; $2,076,233 Limited Maturity Bond
Portfolio; $1,584,350, Balanced Portfolio; and $520,758, Partners Portfolio.

The Management and Administration Agreements each continue until May 1,
1999. The Management Agreement is renewable from year to year with respect to a
Series, so long as its continuance is approved at least annually (1) by the vote
of a majority of Managers Trust's Trustees who are not "interested persons" of
N&B Management or Managers Trust ("Independent Series Trustees"), cast in person
at a meeting called for the purpose of voting on such approval, and (2) by the
vote of a majority of Managers Trust's Trustees or by a 1940 Act majority vote
of the outstanding shares in that Series. The Administration Agreement is
renewable from year to year with respect to a Portfolio, so long as its
continuance is approved at least annually (1) by the vote of a majority of the
trustees of the Trust (the "Portfolio Trustees") who are not "interested
persons" of N&B Management or the Trust ("Independent Portfolio Trustees"), cast
in person at a meeting called for the purpose of voting on such approval, and
(2) by the vote of a majority of the Portfolio Trustees or by a 1940 Act
majority vote of the outstanding shares in that Portfolio. The Management
Agreement is terminable with respect to a Series without penalty on 60 days'
prior written notice either by Managers Trust or by N&B Management. The
Administration Agreement is terminable with respect to a Portfolio without
penalty by N&B Management upon at least 120 days' prior written notice to the
Portfolio, and by the Portfolio if authorized by the Portfolio Trustees,
including a majority of the Independent Portfolio Trustees, on at least 30 days'
prior written notice to N&B Management. Each Agreement terminates automatically
if it is assigned.

Expense Limitation

All Portfolios and their corresponding Series

As noted in the Prospectus under "Management and Administration -
Expenses," N&B Management has voluntarily undertaken to limit each Portfolio's
expenses by reimbursing each Portfolio for certain operating expenses and its
pro rata share of its corresponding Series' operating expenses. For the year
ended December 31, 1997 N&B Management reimbursed the Liquid Asset Portfolio
$15,867, the Mid-Cap Growth Portfolio $13,432, and the Guardian Portfolio
$13,586. For the years ended December 31, 1996 and 1995, N&B Management
reimbursed the Liquid Asset Portfolio $30,558 and $27,683, respectively. The
International Portfolio and AMT International Investments had not yet commenced
investment operations as of December 31, 1997.

Management and Control of N&B Management

The directors and officers of N&B Management, all of whom have offices at
the same address as N&B Management, are Richard A. Cantor, Chairman of the Board
and director; Stanley Egener, President and director; Theodore P. Giuliano, Vice
President and director; Michael M. Kassen, Vice President and director; Irwin
Lainoff, director; Lawrence Zicklin, director; Daniel J. Sullivan, Senior Vice
President; Peter E. Sundman, Senior Vice President; Michael J. Weiner, Senior
Vice President; Claudia A. Brandon, Vice President; Patrick T. Byrne, Vice
President; Brooke A. Cobb, Vice President; Robert W. D'Alelio, Vice President;
Roberta D'Orio, Vice President; Clara Del Villar, Vice President; Brian J.
Gaffney, Vice President; Joseph Galli, Vice President; Robert I. Gendelman, Vice
President; Josephine P. Mahaney, Vice President; Ellen Metzger, Vice President
and Secretary; Paul Metzger, Vice President; Janet W. Prindle, Vice President;
Kevin L. Risen, Vice President; Richard Russell, Vice President; Jennifer K.
Silver, Vice President; Kent C. Simons, Vice President; Frederic B. Soule, Vice
President; Judith M. Vale, Vice President; Susan Walsh, Vice President; Thomas
Wolfe, Vice President; Andrea Trachtenberg, Vice President of Marketing; Robert
Conti, Treasurer; Ramesh Babu, Assistant Vice President; Valerie Chang,
Assistant Vice President; Stacy Cooper-Shugrue, Assistant Vice President;
Barbara DiGiorgio, Assistant Vice President; Michael J. Hanratty, Assistant Vice
President; Leslie Holliday-Soto, Assistant Vice President; Carmen G. Martinez,
Assistant Vice President; Joseph S. Quirk, Assistant Vice President; Ingrid
Saukaitis, Assistant Vice President; Josephine Velez, Assistant Vice President;
Celeste Wischerth, Assistant Vice President; and Loraine Olavarria, Assistant
Secretary. Messrs. Cantor, Egener, Gendelman, Giuliano, Kassen, Lainoff,
Zicklin, Risen, Simons, and Sundman and Mmes. Prindle, Silver and Vale are
principals of Neuberger&Berman.

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

All of the outstanding voting stock in N&B Management is owned by persons
who are also principals of Neuberger&Berman.

Sub-Adviser

N&B Management retains Neuberger&Berman, 605 Third Avenue, New York, NY
10158, as a sub-adviser with respect to each Series. Except with respect to the
International, Mid-Cap Growth, and Guardian Portfolios, the Sub-Advisory
Agreement was authorized by the Portfolios' predecessors' shareholders on August
25, 1994 and was approved by the holders of the interests in each Series on
April 13, 1994. The Sub-Advisory Agreement was authorized by the Trustees of
Managers Trust with respect to AMT International Investments on November 30,
1995 and with respect to AMT Mid-Cap Growth and Guardian Investments on August
20, 1997.

The Sub-Advisory Agreement provides in substance that Neuberger&Berman will
furnish to N&B Management, upon reasonable request, investment recommendations
and research information of the same type that Neuberger&Berman from time to
time provides to its principals and employees for use in managing client
accounts, as N&B Management reasonably requests. In this manner, N&B Management
expects to have available to it, in addition to research from other professional
sources, the capability of the research staff of Neuberger&Berman. This research
staff consists of numerous investment analysts, each of whom specializes in
studying one or more industries, under the supervision of research partners who
are also available for consultation with N&B Management. The Sub-Advisory
Agreement provides that the services rendered by Neuberger&Berman will be paid
for by N&B Management on the basis of the direct and indirect costs to
Neuberger&Berman in connection with those services. Neuberger&Berman also serves
as a sub-adviser for all of the other mutual funds advised by N&B Management.

The Sub-Advisory Agreement continues until May 1, 1999, and is renewable
from year to year thereafter, subject to approval of its continuance in the same
manner as the Management Agreement. The Sub-Advisory Agreement is subject to
termination, without penalty, with respect to each Series by the Series'
Trustees, or by a 1940 Act majority vote of the outstanding shares of that
Series, by N&B Management, or by Neuberger&Berman on not less than 30 nor more
than 60 days' prior written notice to the appropriate Series. The Sub-Advisory
Agreement also terminates automatically with respect to each Series if it is
assigned or if the Management Agreement terminates with respect to the Series.

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

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

Investment Companies Advised

N&B Management currently serves as investment adviser or manager of the
following investment companies, which had aggregate net assets of approximately
$20.7 billion, as of December 31, 1997. Neuberger&Berman acts as sub-adviser to
these investment companies.

Approximate Net
Assets at
Name December 31, 1997

Neuberger&Berman Cash Reserves . . . . . . . $662,861,352
Portfolio (investment portfolio for
Neuberger&Berman Cash Reserves)

Neuberger&Berman Government Money . . . . $297,594,922
Portfolio (investment portfolio for
Neuberger&Berman Government Money
Fund)

Neuberger&Berman Limited Maturity Bond . . $294,956,156
Portfolio (investment portfolio for
Neuberger&Berman Limited Maturity
Bond Fund and Neuberger&Berman
Limited Maturity Bond Trust)

Neuberger&Berman Municipal Money . . . . . . $166,832,901
Portfolio (investment portfolio for
Neuberger&Berman Municipal Money Fund)

Neuberger&Berman Municipal Securities . . . . $32,970,458
Portfolio (investment portfolio for
Neuberger&Berman Municipal Securities
Trust)

Neuberger&Berman Genesis Portfolio . . . . . . $1,841,928,659
(investment portfolio for Neuberger&Berman
Genesis Fund, Neuberger&Berman
Genesis Trust and Neuberger&Berman Genesis Assets)

Neuberger&Berman Guardian Portfolio . . . . . $8,328,032,611
(investment portfolio for Neuberger&Berman
Guardian Fund, Neuberger&Berman
Guardian Trust and Neuberger&Berman
Guardian Assets)

Neuberger&Berman Manhattan Portfolio . . . . $626,632,234
(investment portfolio for Neuberger&Berman
Manhattan Fund, Neuberger&Berman
Manhattan Trust and Neuberger&Berman
Manhattan Assets)

Neuberger&Berman International Portfolio $111,718,206
(investment portfolio for Neuberger&Berman
International Fund and Neuberger&Berman International Trust)

Neuberger&Berman Partners Portfolio . . . . . . $3,830,066,838
(investment portfolio for Neuberger&Berman
Partners Fund, Neuberger&Berman
Partners Trust and Neuberger&Berman
Partners Assets)

Neuberger&Berman Focus Portfolio . . . . . . . $1,530,971,078
(investment portfolio for Neuberger&Berman
Focus Fund, Neuberger&Berman Focus
Trust and Neuberger&Berman Focus Assets)

Neuberger&Berman Socially Responsive . . . $287,169,564
Portfolio (investment portfolio for
Neuberger&Berman Socially Responsive Fund,
Neuberger&Berman Socially Responsive Trust,
Neuberger&Berman NYCDC Socially Responsive Trust

Neuberger&Berman Advisers Managers. . . . . . $2,644,430,313
Trust (eight series)

In addition, Neuberger&Berman serves as investment adviser to one
investment company, Plan Investment Fund, Inc., with assets of $46,655,752 at
December 31, 1997.

The investment decisions concerning each Series and the other mutual funds
referred to above (collectively, "Other N&B Funds") have been and will continue
to be made independently of one another. In terms of their investment
objectives, most of the Other N&B Funds differ from the Series. Even where the
investment objectives are similar, however, the methods used by the Other N&B
Funds and the Series to achieve their objectives may differ. The investment
results achieved by all of the funds managed by N&B Management have varied from
one another in the past and are likely to vary in the future.

There may be occasions when a Series and one or more of the Other N&B Funds
will be contemporaneously engaged in purchasing or selling the same securities
from or to third parties. When this occurs, the transactions will be averaged as
to price and allocated, in terms of amount, in accordance with a formula
considered to be equitable to the funds involved. Although in some cases this
arrangement could have a detrimental effect on the price or volume of the
securities as to a Series, in other cases it is believed that a Series' ability
to participate in volume transactions may produce better executions for it. In
any case, it is the judgment of the Series' Trustees that the desirability of
each Series having its advisory arrangements with N&B Management outweighs any
disadvantages that may result from contemporaneous transactions.

DISTRIBUTION ARRANGEMENTS

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

The Trust, on behalf of each Portfolio, and the Distributor are parties to
a Distribution Agreement dated May 1, 1995, that continues until May 1, 1999.
The Distribution Agreement may be renewed annually thereafter if specifically
approved by (1) the vote of a majority of the Portfolio Trustees or a 1940 Act
majority vote of the Portfolio's outstanding shares and (2) the vote of a
majority of the Independent Portfolio Trustees, cast in person at a meeting
called for the purpose of voting on such approval. The Distribution Agreement
may be terminated by either party and will automatically terminate on its
assignment, in the same manner as the Management Agreement and the Investment
Advisory Agreement.

ADDITIONAL REDEMPTION INFORMATION

Suspension of Redemptions

The Portfolios are normally open for business each day the NYSE is open
("Business Day"). The right to redeem a Portfolio's shares may be suspended or
payment of the redemption price postponed (1) when the NYSE is closed, (2) when
trading on the NYSE is restricted, (3) when an emergency exists as a result of
which disposal by the Portfolio's corresponding Series of securities owned by it
is not reasonably practicable or it is not reasonably practicable for that
Series fairly to determine the value of its net assets, or (4) for such other
period as the SEC may by order permit for the protection of a Portfolio's
shareholders; provided that applicable SEC rules and regulations shall govern as
to whether the conditions prescribed in (2) or (3) exist. If the right of
redemption is suspended, shareholders may withdraw their offers of redemption or
they will receive payment at the NAV per share in effect at the close of
business on the first Business Day after termination of the suspension.

Redemptions in Kind

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

DIVIDENDS AND OTHER DISTRIBUTIONS

Each Portfolio distributes to its shareholders (primarily insurance company
separate accounts and Qualified Plans) substantially all of its share of its
corresponding Series' net investment income (after deducting expenses incurred
directly by the Portfolio), any net realized capital gains and, with respect to
all Portfolios except the Liquid Asset Portfolio, any net realized gains from
foreign currency transactions, if any. Each Portfolio calculates its net
investment income and NAV as of the close of regular trading on the NYSE
(usually 4:00 p.m. Eastern time) on each day the NYSE is open. A Series' net
investment income consists of all income accrued on portfolio assets less
accrued expenses, but does not include net realized or unrealized capital and
foreign currency gains or losses. Net investment income and net gains and losses
are reflected in a Series' NAV (and, hence, its corresponding Portfolio's NAV)
until they are distributed. With respect to the Mid-Cap Growth, Guardian,
Growth, Partners, Balanced, Limited Maturity Bond and International Portfolios,
dividends from net investment income and distributions of net realized capital
gains and net realized gains from foreign currency transactions, if any,
normally are paid once annually, in February. 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
Liquid Asset 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.

ADDITIONAL TAX INFORMATION

Taxation of Each Portfolio

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

The Trust and Managers Trust have received a ruling from the Internal
Revenue Service ("Service"), except with respect to the Guardian Portfolio and
Mid-Cap Growth Portfolio, that each Portfolio, as an investor in a corresponding
Series of Managers Trust, will be deemed to own a proportionate share of the
Series' assets and income for purposes of determining whether the Portfolio
satisfies the requirements described above to qualify as a RIC. Similar rulings
have been applied for with respect to the Mid-Cap Growth Portfolio and Guardian
Portfolio but have not yet been issued by the Service.

Each Portfolio will be subject to a nondeductible 4% excise tax to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary income for that year and capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.

See the next section for a discussion of the tax consequences to the
Portfolios of distributions to them from the Series, investments by the Series
in certain securities, and (except for AMT Liquid Asset Investments) hedging
transactions engaged in by the Series.

Taxation of Each Series

Managers Trust has received a ruling from the Service, except with respect
to AMT Guardian Investments and AMT Mid-Cap Growth Investments, to the effect
that, among other things, each Series will be treated as a separate partnership
for federal income tax purposes and will not be a "publicly traded partnership."
Similar rulings have been applied for with respect to AMT Guardian Investments
and AMT Mid-Cap Growth Investments but have not yet been issued by the Service.
As a result, no Series will be subject to federal income tax; instead, each
investor in a Series, such as a Portfolio, is required to take into account in
determining its federal income tax liability its share of the Series' income,
gains, losses, deductions, and credits, without regard to whether it has
received any cash distributions from the Series. A Series also will not be
subject to Delaware or New York income or franchise tax.

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

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

Dividends, interest, and in some cases, capital gains received by a Series
may be subject to income, withholding, or other taxes imposed by foreign
countries and U.S. possessions that would reduce the yield and/or total return
on its securities. Tax conventions between certain countries and the United
States may reduce or eliminate these foreign taxes, however.

AMT Balanced, Mid-Cap Growth, Guardian, Growth, Partners, and International
Investments may invest in the stock of "passive foreign investment companies"
("PFICs"). A PFIC is a foreign corporation other than a "controlled foreign
corporation" (i.e., a foreign corporation in which, on any day during its
taxable year, more than 50% of the total voting power of all voting stock
therein or the total value of all stock therein is owned, directly, indirectly,
or constructively, by "U.S. shareholders," defined as U.S. persons that
individually own, directly, indirectly, or constructively, at least 10% of that
voting power) that meets either of the following tests: (1) at least 75% of its
gross income is passive; or (2) an average of at least 50% of its assets
produce, or are held for the production of, passive income. Under certain
circumstances, if a Series holds stock of a PFIC, its corresponding Portfolio
(indirectly through its interest in the Series) will be subject to federal
income tax on a portion of any "excess distribution" received on the stock as
well as gain on disposition of the stock (collectively, "PFIC income"), plus
interest thereon, even if the Portfolio distributes the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the Portfolio's investment company taxable income and, accordingly, will not be
taxable to it to the extent that income is distributed to its shareholders.

If a Series invests in a PFIC and elects to treat the PFIC as a qualified
electing fund ("QEF"), then in lieu of its corresponding Portfolio's incurring
the foregoing tax and interest obligation, the Portfolio would be required to
include in income each year its pro rata share of the Series' pro rata share of
the QEF's annual ordinary earnings and net capital gain (the excess of net
long-term capital gain over net short-term capital loss) -- which most likely
would have to be distributed by the Portfolio to satisfy the Distribution
Requirement -- even if those earnings and gain were not received by the Series
from the QEF. In most instances it will be very difficult, if not impossible, to
make this election because of certain requirements thereof.

Effective for taxable years beginning after 1997, a holder of stock in a
PFIC generally may elect to include in ordinary income each taxable year the
excess, if any, of the fair market value of the stock over its adjusted basis as
of the end of that year. Pursuant to the election, a deduction (as an ordinary,
not capital, loss) also would be allowed for the excess, if any, of the holder's
adjusted basis in PFIC stock over the fair market value thereof as of the
taxable year-end, but only to the extent of any net mark-to-market gains with
respect to that stock included in income for prior taxable years. The adjusted
basis in each PFIC's stock subject to the election would be adjusted to reflect
the amounts of income included and deductions taken thereunder. Any gain on the
sale of PFIC stock subject to a mark-to-market election would be treated as
ordinary income. The use by the Series (except AMT Liquid Asset Investments) of
hedging strategies, such as writing (selling) and purchasing futures contracts
and options and entering into forward contracts, involves complex rules that
will determine for income tax purposes the amount, character and timing of
recognition of the gains and losses they realize in connection therewith. For
each of these Series, gains from the actual disposition and mark to market of
foreign currencies (except certain gains that may be excluded by future
regulations), and gains from Hedging Instruments derived by a Series with
respect to its business of investing in securities or foreign currencies, will
qualify as permissible income for its corresponding Portfolio under the Income
Requirement

Exchange-traded futures contracts, listed options thereon and certain
forward foreign currency contracts constitute "Section 1256 Contracts." Section
1256 Contracts are required to be "marked-to-market" (that is, treated as having
been sold at market value) for federal income tax purposes at the end of a
Series' taxable year, 60% of any net gain or loss recognized as a result of
these "deemed sales" and 60% of any net realized gain or loss from any actual
sales of Section 1256 contracts are treated as long-term capital gain or loss,
and the remainder is treated as short-term capital gain or loss; however, in
certain cases where the futures contract relates to a foreign currency and
certain forward foreign currency contracts, the gain or loss may be ordinary
rather than capital.

AMT Limited Maturity Bond and Liquid Asset Investments may invest in
municipal bonds that are purchased with market discount (that is, at a price
less than the bond's principal amount or, in the case of a bond that was issued
with OID, at a price less than the amount of the issue price plus accrued OID)
("municipal market discount bonds"). If a bond's market discount is less than
the product of (1) 0.25% of the redemption price at maturity times (2) the
number of complete years to maturity after the taxpayer acquired the bond, then
no market discount is considered to exist. Gain on the disposition of a
municipal market discount bond purchased by the Series after April 30, 1993
(other than a bond with a fixed maturity date within one year from its
issuance), generally is treated as ordinary (taxable) income, rather than
capital gain, to the extent of the bond's accrued market discount at the time of
disposition. In lieu of treating the disposition gain as above, the Series may
elect to include market discount in its gross income currently, for each taxable
year to which it is attributable. Market discount on such a bond generally is
accrued ratably, on a daily basis, over the period from the acquisition date to
the date of maturity.

AMT Partners, Balanced and Mid-Cap Growth Investments each may acquire zero
coupon or other securities issued with OID. As the holder of those securities,
each Series (and, through it, its corresponding Portfolio) must take into income
the OID that accrues on the securities during the taxable year, even if no
corresponding payment on the securities is received during the year. Because
each Portfolio annually must distribute substantially all of its income
(including its share of its corresponding Series' accrued OID) to satisfy the
Distribution Requirement, it may be required in a particular year to distribute
as a dividend an amount that is greater than its share of the total amount of
cash its corresponding Series actually receives. Those distributions will be
made from a Portfolio's (or its share of its corresponding Series') cash assets
or, if necessary, from the proceeds of the Series' sales of portfolio
securities. These actions are likely to reduce the Series' and Portfolio's
assets and may thereby increase its expense ratio and decrease its rate of
return. A Series may realize capital gains or losses from those sales, which
would increase or decrease its corresponding Series' investment company taxable
income and/or net capital gain.

VALUATION OF PORTFOLIO SECURITIES

The Liquid Asset Portfolio relies on Rule 2a-7 under the 1940 Act to use
the amortized cost method of valuation to stabilize the purchase and redemption
price of its shares at $1.00 per share. This method involves the corresponding
Series valuing portfolio securities at their cost at the time of purchase and
thereafter assuming a constant amortization (or accretion) to maturity of any
premium (or discount), regardless of the impact of interest rate fluctuations on
the market value of the securities. AMT Liquid Asset Investments uses that
valuation method to try to enable its corresponding Portfolio to so stabilize
those prices. Although the Portfolio's reliance on Rule 2a-7 and the Series' use
of the amortized cost valuation method should enable the Portfolio, under most
conditions, to maintain a stable $1.00 share price, there can be no assurance
they will be able to do so. An investment in the Liquid Asset Portfolio is
neither insured nor guaranteed by the U.S. Government.

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

PORTFOLIO TRANSACTIONS

Neuberger&Berman acts as each Series' principal broker (except with respect
to AMT International Investments) to the extent a broker is used in the purchase
and sale of portfolio securities (other than certain securities traded on the
OTC market) and in connection with the writing of covered call options on their
securities. Transactions in portfolio securities for which Neuberger&Berman
serves as broker will be effected in accordance with Rule 17e-1 under the 1940
Act.

To the extent a broker is not used, purchases and sales of portfolio
securities generally are transacted with the issuers, underwriters, or dealers
serving as primary market-makers acting as principals for the securities on a
net basis. The Series typically do not pay brokerage commissions for such
purchases and sales. Instead, the price paid for newly issued securities usually
includes a concession or discount paid by the issuer to the underwriter, and
transactions placed through dealers serving as market-makers reflect a spread
between the bid and the asked prices from which the dealer derives a profit.

In purchasing and selling portfolio securities other than as described
above (for example, in the secondary market), each Series' policy is to seek
best execution at the most favorable prices through responsible broker-dealers
and, in the case of agency transactions, at competitive commission rates. In
selecting broker-dealers to execute transactions, N&B Management considers such
factors as the price of the security, the rate of commission, the size and
difficulty of the order, the reliability, integrity, financial condition, and
general execution and operational capabilities of competing broker-dealers, and
may consider the brokerage and research services they provide to the Series or
N&B Management. Some of these research services may be of value to N&B
Management in advising its various clients (including the Series) although not
all of these services are necessarily used by N&B Management in managing the
Series. Under certain conditions, a Series may pay higher brokerage commissions
in return for brokerage and research services, although no Series has a current
arrangement to do so. In any case, each Series may effect principal transactions
with a dealer who furnishes research services, may designate any dealer to
receive selling concessions, discounts, or other allowances, or may otherwise
deal with any dealer in connection with the acquisition of securities in
underwritings.

AMT International Investments

Neuberger&Berman may act as broker for AMT International Investments in the
purchase and sale of portfolio securities and in the purchase and sale of
options, and for those services would receive brokerage commissions.

All Series

During the years ended December 31, 1997, 1996 and 1995, AMT Growth
Investments (and the predecessor of the Growth Portfolio for the period prior to
May 1, 1995) paid total brokerage commissions of $1,297,021, $761,814, and
$721,943, respectively, of which $541,724, $483,502, and $466,157, respectively,
was paid to Neuberger&Berman. Transactions in which the Series used
Neuberger&Berman as broker comprised 53.6% of the aggregate dollar amount of
transactions involving the payment of commissions, and 41.8% of the aggregate
brokerage commissions paid by it during the year ended December 31, 1997. 91.9%
of the $755,297 paid to other brokers by the Series during the year ended
December 31, 1997 (representing commissions on transactions involving
approximately $432,215,133) was directed to those brokers because of research
services they provided. During the year ended December 31, 1997 the Series
acquired securities of the following of its regular broker-dealers ("B/Ds"):
General Electric Capital Corp.; Merrill Lynch, Pierce, Fenner & Smith Inc.;
Morgan Stanley, Dean Witter, Discover & Co.; and State Street Bank and Trust
Company, N.A.; at that date, the Series held the securities of its regular B/Ds
with an aggregate value as follows: $8,262,625, State Street Bank and Trust
Company, N.A.; and $2,770,000, General Electric Capital Corp.

During the years ended December 31, 1997, 1996 and 1995, AMT Balanced
Investments (and the predecessor of the Balanced Portfolio for the period prior
to May 1, 1995) paid total brokerage commissions of $229,076, $143,948, and
$218,734 respectively, of which $94,867, $99,363, and $154,773, respectively,
was paid to Neuberger&Berman. Transactions in which the Series used
Neuberger&Berman as broker comprised 52.2% of the aggregate dollar amount of
transactions involving the payment of commissions, and 41.4% of the aggregate
brokerage commissions paid by it during the year ended December 31, 1997. 92.3%
of the $134,209 paid to other brokers by the Series during the year ended
December 31, 1997 (representing commissions on transactions involving
approximately $75,969,017) was directed to those brokers because of research
services they provided. During the year ended December 31, 1997 the Series
acquired securities of the following of its regular B/Ds: General Electric
Capital Corp.; Goldman, Sachs & Co.; Lehman Brothers Inc.; Merrill Lynch,
Pierce, Fenner & Smith Inc.; Morgan Stanley, Dean Witter, Discover & Co.; Smith
Barney Inc.; and State Street Bank and Trust Company, N.A.; at that date, the
Series held the securities of its regular B/Ds with an aggregate value as
follows: $4,600,000, General Electric Capital Corp.; $1,516,908, Lehman Brother
Inc.; $1,305,088, Smith Barney Inc.; $1,297,581, State Street Bank and Trust
Company, N.A.; and $936,997, Goldman, Sachs & Co.

During the years ended December 31, 1997, 1996 and 1995, AMT Partners
Investments (and the predecessor of the Partners Portfolio for the period prior
to May 1, 1995) paid total brokerage commissions of $3,535,761, $1,753,707, and
$457,962, respectively, of which $2,252,539, $1,140,965, and $307,520,
respectively, was paid to Neuberger&Berman. Transactions in which the Series
used Neuberger&Berman as broker comprised 64.9% of the aggregate dollar amount
of transactions involving the payment of commissions, and 63.7% of the aggregate
brokerage commissions paid by it during the year ended December 31, 1997. 90.4%
of the $1,283,222 paid to other brokers by the Series during the year ended
December 31, 1997 (representing commissions on transactions involving
approximately $760,206,661) was directed to those brokers because of research
services they provided. During the year ended December 31, 1997 the Series
acquired securities of the following of its regular B/Ds: General Electric
Capital Corp.; and State Street Bank and Trust Company, N.A.; at that date, the
Series held the securities of its regular B/Ds with an aggregate value as
follows: $22,310,000, General Electric Capital Corp.

During the year ended December 31, 1997, AMT Mid Cap Growth Investments
paid total brokerage commissions of $1,469, of which $1,364 was paid to
Neuberger&Berman. Transactions in which the Series used Neuberger&Berman as
broker comprised 91.6% of the aggregate dollar amount of transactions involving
the payment of commissions, and 92.9% of the aggregate brokerage commissions
paid by it during the year ended December 31, 1997. 100.0% of the $105 paid to
other brokers by the Series during the year ended December 31, 1997
(representing commissions on transactions involving approximately $70,378) was
directed to those brokers because of research services they provided. During the
year ended December 31, 1997 the Series did not acquire any securities of its
regular B/Ds.

During the year ended December 31, 1997, AMT Guardian Investments paid
total brokerage commissions of $634, of which $601 was paid to Neuberger&Berman.
Transactions in which the Series used Neuberger&Berman as broker comprised 95.8%
of the aggregate dollar amount of transactions involving the payment of
commissions, and 94.8% of the aggregate brokerage commissions paid by it during
the year ended December 31, 1997. 100.0% of the $33 paid to other brokers by the
Series during the year ended December 31, 1997 (representing commissions on
transactions involving approximately $19,217) was directed to those brokers
because of research services they provided. During the year ended December 31,
1997 the Series acquired securities of the following of its regular B/Ds:
Merrill Lynch, Pierce, Fenner & Smith Inc.; and Morgan Stanley, Dean Witter and
Discover & Co.; at that date, the Series held the securities of its regular B/Ds
with an aggregate value as follows: $14,588, Merrill Lynch, Pierce, Fenner &
Smith Inc.; and $11,825, Morgan Stanley, Dean Witter and Discover & Co.

During the year ended December 31, 1997, AMT Liquid Asset Investments
acquired securities of the following of its regular B/Ds: General Electric
Capital Corp.; Goldman, Sachs & Co.; Merrill Lynch, Pierce, Fenner & Smith Inc.;
Morgan Stanley, Dean Witter, Discover & Co.; at that date, the Series held
securities of its regular B/Ds with aggregate value as follows: $585,669,
General Electric Capital Corp.; $500,000, Morgan Stanley, Dean Witter, Discover
& Co.; $395,487, Goldman, Sachs & Co.; and $298,517, Merrill Lynch, Pierce,
Fenner & Smith Inc.

During the year ended December 31, 1997, AMT Limited Maturity Bond
Investments acquired securities of the following of its regular B/Ds: Lehman
Brothers Inc.; Merrill Lynch, Pierce, Fenner & Smith Inc.; and Smith Barney
Inc.; at that date, the Series held securities of its Regular B/Ds with
aggregate value as follows: $6,829,412, Lehman Brothers Inc.; $4,822,708, Smith
Barney Inc.; $4,779,659, Merrill Lynch, Pierce, Fenner & Smith Inc.; and
$3,975,907, Goldman, Sachs & Co.

Insofar as portfolio transactions of AMT Partners Investments result from
active management of equity securities, and insofar as portfolio transactions of
AMT Growth Investments and AMT Mid-Cap Growth Investments result from seeking
capital appreciation by selling securities whenever sales are deemed advisable
without regard to the length of time the securities may have been held, it may
be expected that the aggregate brokerage commissions paid by those Series to
brokers (including Neuberger&Berman where it acts in that capacity) may be
greater than if securities were selected solely on a long-term basis.

Portfolio securities may be loaned from time to time by AMT Growth,
Partners, Balanced, (equity securities portion), Mid-Cap Growth, Guardian and
International Investments to Neuberger&Berman in accordance with the terms and
conditions of an order issued by the Securities and Exchange Commission,
excepting such transactions from certain provisions of the 1940 Act which would
otherwise prohibit such transactions, subject to certain conditions. In
accordance with the order, securities loans made by each Series to
Neuberger&Berman are fully secured by cash collateral. The portion of the income
on cash collateral which may be shared with Neuberger&Berman is to be determined
with reference to the concurrent arrangements between Neuberger&Berman and
non-affiliated lenders with which it engages in similar transactions. In
addition, where Neuberger&Berman borrows securities from a Series in order to
relend them to others, Neuberger&Berman may be required to pay over to that
Series, on a quarterly basis, certain of the earnings that Neuberger&Berman
otherwise has derived from the relending of the borrowed securities. When
Neuberger&Berman desires to borrow a security that a Series has indicated a
willingness to lend, Neuberger&Berman must borrow such security from the Series
rather than from the unaffiliated lender, unless the unaffiliated lender is
willing to lend such security on more favorable terms (as specified in the
order) than that Series. If, in any month, a Series' expenses exceed its income
in any securities loan transaction with Neuberger&Berman, Neuberger&Berman must
reimburse the Series for such loss.

During the year ended December 31, 1997, AMT Growth Investments and AMT
Partners Investments earned interest income of $698,938 and $270,744,
respectively, from the collateralization of securities loans, from which
Neuberger&Berman was paid $280,881 and $75,760, respectively.

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

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

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

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

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

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

Each Series expects that it will continue to execute a portion of its
transactions through brokers other than Neuberger&Berman. In selecting those
brokers, N&B Management will consider the quality and reliability of brokerage
services, including execution capability and performance and financial
responsibility, and may consider the research and other investment information
provided by those brokers, and the willingness of particular brokers to sell the
Variable Contracts issued by the Life Companies.

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

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

Theodore P. Guiliano, Robert I Gendelman, Michael M. Kassen, Jennifer K.
Silver, Kent C. Simons and Kevin L. Risen, each of whom is a principal of
Neuberger&Berman and a Vice President of N&B Management (and, with respect to
Messrs. Guiliano and Kassen, also a director of N&B Management), Josephine P.
Mahaney, Thomas Wolfe and Brooke A. Cobb, each of whom is an employee of
Neuberger&Berman and a Vice President of N&B Management, and Valerie Chang, an
Assistant Vice President of N&B Management, are the persons primarily
responsible for making decisions as to specific action to be taken with respect
to the investment portfolios of the Series. Each of them has full authority to
take action with respect to portfolio transactions and may or may not consult
with other personnel of N&B Management prior to taking such action. For more
information on these individuals, see "Management and Administration" in the
Prospectus.

Portfolio Turnover

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

REPORTS TO SHAREHOLDERS

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

CUSTODIAN AND TRANSFER AGENT

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

INDEPENDENT AUDITORS

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

LEGAL COUNSEL

Each Portfolio and Series has selected Dechert Price & Rhoads, 1775 Eye
Street, N.W., Washington, D.C. 20006 as legal counsel.

REGISTRATION STATEMENT

This SAI and Prospectus do not contain all the information included in the
Trust's registration statement filed with the SEC under the 1933 Act with
respect to the securities offered by the Prospectus. Certain portions of the
registration statement have been omitted pursuant to SEC rules and regulations.
The registration statement, including the exhibits filed therewith, may be
examined at the SEC's offices in Washington, D.C. The SEC maintains a Website
(http://www.sec.gov) that contains this SAI, material incorporated by reference
and other information regarding the Series and the Portfolios.

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

FINANCIAL STATEMENTS

The audited financial statements, notes to the audited financial
statements, and reports of the independent auditors contained in the annual
reports to the shareholders of the Trust for the fiscal year ended December 31,
1997 for Neuberger&Berman Advisers Management Trust (with respect to each of the
Balanced Portfolio, Mid-Cap Growth Portfolio, Guardian Portfolio, Growth
Portfolio, Limited Maturity Bond Portfolio, Liquid Asset Portfolio and Partners
Portfolio), and for Advisers Managers Trust (with respect to each of the AMT
Balanced Investments, AMT Mid-Cap Growth Investments, AMT Guardian Investments,
AMT Growth Investments, AMT Limited Maturity Bond Investments, AMT Liquid Asset
Investments and AMT Partners Investments) are incorporated into this Statement
of Additional Information by reference.

<PAGE>

APPENDIX A: RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER

S&P corporate bond ratings

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

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

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

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

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

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

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

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

Moody's corporate bond ratings

Aaa - Bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or an exceptionally stable
margin, and principal is secure. Although the various protective elements are
likely to change, the changes that can be visualized are most unlikely to impair
the fundamentally strong position of the issuer.

Aa - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as "high
grade bonds." They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa-rated securities, fluctuation of
protective elements may be of greater amplitude, or there may be other elements
present that make the long-term risks appear somewhat larger than in Aaa-rated
securities.

A - Bonds rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations; i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. These bonds lack outstanding
investment characteristics and in fact have speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period time may be small.

Caa - Bonds rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds rated Ca represent obligations that are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Modifiers - Moody's may apply numerical modifiers 1, 2, and 3 in each
generic rating classification described above. The modifier 1 indicates that the
security ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the issuer
ranks in the lower end of its generic rating category.

S&P commercial paper ratings

A-1 - This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus sign (+).

Moody's commercial paper ratings

Issuers rated Prime-1 (or related supporting institutions), also known
as P-1, have a superior capacity for repayment of short-term promissory
obligations. Prime-1 repayment capacity will normally be evidenced by the
following characteristics:

-Leading market positions in well-established industries;

-High rates of return on funds employed;

-Conservative capitalization structures with moderate reliance on debt
and ample asset protection;

-Broad margins in earnings coverage of fixed financial charges and
high internal cash generation; and

-Well-established access to a range of financial markets and assured
sources of alternate liquidity.

<PAGE>

APPENDIX B: A CONVERSATION WITH ROY NEUBERGER

<PAGE>

The Art of Investing:
A Conversation with Roy Neuberger

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

NEUBERGER&BERMAN

<PAGE>

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

<PAGE>

[PICTURE OF ROY NEUBERGER]

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

\s\ Roy R. Neuberger

<PAGE>

<S> <C>
YOU'VE BEEN ABLE TO CONDENSE SOME OF THE
CHARACTERISTICS OF SUCCESSFUL INVESTING INTO FIVE
"RULES." WHAT ARE THEY? Rule #1: Be flexible. My
philosophy has necessarily changed from time to time
because of events and because of mistakes. My views change
as economic, political, and technological changes occur
both on and sometimes off our planet. It is imperative
that you be willing to change your thoughts to meet new
conditions. Rule #2: Take your temperament into account.
Recognize whether you are by nature very speculative or
just the opposite -- fearful, timid of taking risks. But
in any event --
Diversify your Rule #3: Be broad-gauged. Diversify your
investments, make investments, make sure that some of your
sure that some of principal is kept safe, and try to increase your
your principal is income as well as your capital.
kept safe, and try
to increase your
income as well as
your capital. [PICTURE OF ROY NEUBERGER]

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

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

A. Dig for yourself.
B. Be from Missouri.
C. If it sounds too good to be
true, it probably is.
IN YOUR 65 YEARS OF INVESTING ARE THERE ANY
GENERAL PATTERNS YOU'VE OBSERVED AS TO HOW THE
MARKET BEHAVES?
Every decade that I've been involved with Wall Street has
a nuance of its own, an economic and social climate that
influences investors. But generally, bull markets tend to
be longer than bear markets, and stock prices tend to go
up more slowly and erratically than they go down. Bear
markets tend to be shorter and of greater intensity. The
market rarely rises or declines concurrently with business
cycles longer than six months. AS A LEGENDARY "VALUE
INVESTOR," HOW DO YOU DEFINE VALUE INVESTING? Value
investing means finding the best values -- either absolute
or relative. Absolute means a stock has a low market price
relative to its own fundamentals. Relative value means the
price is attractive relative to the market as a whole.
COULD YOU DESCRIBE A STOCK WITH "GOOD VALUE"? A classic
example is a company that has a low price to earnings
ratio, a low price to book ratio, free cash flow, a strong
balance sheet, undervalued corporate assets, unrecognized
earnings turnaround and is selling at a discount to
private market value. These characteristics usually lead
to companies that are under-researched and have a high
degree of inside ownership and entrepreneurial management.
One of my colleagues at Neuberger&Berman says he finds his
value stocks either "under a cloud" or "under a rock."
"Under a cloud" stocks are those Wall Street in general
doesn't like, because an entire industry is out of favor
and even the good stocks are being dropped. "Under a rock"
stocks are those Wall Street is ignoring, so you have to
uncover them on your own. ARE THERE OTHER KEY CRITERIA YOU
USE TO JUDGE STOCKS? I'm more interested in longer-term
trends in earnings than short-term trends. Earnings gains
should be the product of long-term strategies, superior
management, taking advantage of business opportunities and
so on. If these factors are in their proper place,
short-term earnings should not be of major concern.
Dividends are an important extra because, if they're
stable, they help support the price of the stock. WHAT
ABOUT SELLING STOCKS? Most individual investors should
invest for the long term but not mindlessly. A sell
discipline, often neglected by investors, is vitally
important.
"One should fall in One should fall in love with ideas, with people,
love with ideas, or with idealism. But in my book, the last thing
with people or with to fall in love with is a particular security. It
idealism. But in is after all just a sheet of paper indicating a
my book, the last part ownership in a corporation and its use is
thing to fall in purely mercenary. If you must love a security,
love with is a stay in love with it until it gets overvalued;
particular then let somebody else fall in love.
security."

[PICTURE OF ROY NEUBERGER]

ANY OTHER ADVICE FOR INVESTORS? I firmly believe that if
you want to manage your own money, you must be a student
of the market. If you're unwilling or unable to do that,
find someone else to manage your money for you. Two
options are a well-managed no-load mutual fund or, if you
have enough assets for separate account management, a
money manager you trust with a good record. HOW WOULD YOU
DESCRIBE YOUR PERSONAL INVESTING STYLE? Every stock I buy
is bought to be sold. The market is a daily event, and I
continually review my holdings looking for selling
opportunities. I take a profit occasionally on something
that has gone up in price over what was expected and
simultaneously take losses whenever misjudgment seems
evident. This creates a reservoir of buying power that can
be used to make fresh judgments on what are the best
values in the market at that time. My active investing
style has worked well for me over the years, but for most
investors I recommend a longer-term approach. I tend not
to worry very much about the day to day swings of the
market, which are very hard to comprehend. Instead, I try
to be rather clever in diagnosing values and trying to win
70 to 80 percent of the time. YOU BEGAN INVESTING IN 1929.
WHAT WAS YOUR EXPERIENCE WITH THE "GREAT CRASH"? The only
money I managed in the Panic of 1929 was my own. My
portfolio was down about 12 percent, and I had an uneasy
feeling about the market and conditions in general. Those
were the days of 10 percent margin. I studied the lists
carefully for a stock that was overvalued in my opinion
and which I could sell short as a hedge. I came across RCA
at about $100 per share. It had recently split 5 for 1 and
appeared overvalued. There were no dividends, little
income, a low net worth and a weak financial position. I
sold RCA short in the amount equal to the dollar value of
my long portfolio. It proved to be a timely and profitable
move. HOW DID THE CRASH OF 1929 AFFECT YOUR INVESTING
STYLE? I am prematurely bearish when the market goes up
for a long time and everybody is happy because they are
richer. I am very bullish when the market has gone down
perceptibly and I feel it has discounted any troubles we
are going to have. HOW IMPORTANT ARE PSYCHOLOGICAL FACTORS
TO MARKET BEHAVIOR? There are many factors in addition to
economic statistics or security analysis in a buy or sell
decision. I believe psychology plays an important role in
the Market. Some people follow the crowd in hopes they'll
be swept along in the right direction, but if the crowd is
late in acting, this can be a bad move. I like to be
contrary. When things look bad, I become optimistic. When
everything looks rosy, and the crowd is optimistic, I like
to be a seller. Sometimes I'm too early, but I generally
profit. AS A RENOWNED ART COLLECTOR, DO YOU FIND
SIMILARITIES BETWEEN SELECTING STOCKS AND SELECTING WORKS
OF ART? Both are an art, although picking stocks is a
minor art compared with painting, sculpture or
"When things look literature. I started buying art in the 30s, and
bad, I become in the 40s it was a daily, almost hourly
optimistic. When occurrence. My inclination to buy the works of
everything looks living artists comes from Van Gogh, who sold only
rosy, and the crowd one painting during his lifetime. He died in
is optimistic, I poverty, only then to become a legend and have
like to be a his work sold for millions of dollars.
seller."

[PICTURE OF ROY NEUBERGER] There are more
variables to consider now in both buying art and picking
stocks. In the modern stock markets, the heavy use of
futures and options has changed the nature of the
investment world. In past times, the stock market was much
less complicated, as was the art world. Artists rose and
fell on their own merits without a lot of publicity and
attention. As more and more dealers are involved with
artists, the price of their work becomes inflated. So I
almost always buy works of unknown, relatively
undiscovered artists, which, I suppose is similar to value
investing. But the big difference in my view of art and
stocks is that I buy a stock to sell it and make money. I
never bought paintings or sculptures for investment in my
life. The objective is to enjoy their beauty. WHAT DO YOU
CONSIDER THE BUSINESS MILESTONES IN YOUR LIFE? Being a
founder of Neuberger&Berman and creating one of the first
no-load mutual funds. I started on Wall Street in 1929,
and during the depression I managed my own money and that
of my clientele. We all prospered, but I wanted to have my
own firm. In 1939 I became a founder of Neuberger&Berman,
and for about 10 years we managed money for individuals
with substantial financial assets. But I also wanted to
offer the smaller investor the benefits of professional
money management, so in 1950 I created the Guardian Mutual
Fund (now known as the Neuberger&Berman Guardian Fund).
The Fund was kind of an innovation in its time because it
didn't charge a sales commission. I thought the public was
being overcharged for mutual funds, so I wanted to create
a fund that would be offered directly to the public
without a sales charge. Now of course the "no-load" fund
business is a huge industry. I managed the Fund myself for
over 28 years.

[PICTURE OF ROY NEUBERGER]
YOU'RE IN YOUR NINETIES AND STILL YOU GO INTO THE
OFFICE EVERY DAY TO MANAGE YOUR INVESTMENTS. WHY?
I like the fun of being nimble in the stock
market, and I'm addicted to the market's
fascinations.
WHAT CLOSING WORDS OF ADVICE DO YOU HAVE ABOUT
INVESTING?
Realize that there are opportunities at all times
for the adventuresome investor. And stay in good
physical condition. It's a strange thing. You
do not dissipate your energies by using them.
Exercise your body and your brain every day, and
you'll do better in investments and in life.
ROY NEUBERGER: A BRIEF BIOGRAPHY

Roy Neuberger is a founder of the investment management
firm Neuberger&Berman, and a renowned value investor. He
is also a recognized collector of contemporary American
art, much of which he has given away to museums and
colleges across the country.
During the 1920s, Roy studied art in Paris. When
he realized he didn't possess the talent to become an
artist, he decided to collect art, and to support this
passion, Roy turned to investing -- a pursuit for which
his talents have proven more than adequate.
A TALENT FOR INVESTING
Roy began his investment career by joining a
brokerage firm in 1929, seven months before the "Great
Crash." Just weeks before "Black Monday," he shorted the
stock of RCA, thinking it was overvalued. He profited from
the falling market and gained a reputation for market
prescience and stock selection that has lasted his entire
career. NEUBERGER&BERMAN'S FOUNDING

Roy's investing acumen attracted many people who
wished to have him manage their money. In 1939, at the age
of 36, after purchasing a seat on the New York Stock
Exchange, Roy founded Neuberger&Berman to provide money
management services to people who lacked the time,
interest or expertise to manage their own assets.
NEUBERGER&BERMAN -- OVER FIVE DECADES OF GROWTH
Neuberger&Berman has grown through the years and
now manages approximately $30 billion of equity and fixed
income assets, both domestic and international, for
individuals, institutions, and its family of no-load
mutual funds. Today, as when the firm was founded,
Neuberger&Berman follows a value approach to investing,
designed to enable clients to advance in good markets and
minimize losses when conditions are less favorable.

</TABLE>

Neuberger&Berman Management
Inc.[SERVICE MARK]

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

PRINTED ON RECYCLED PAPER
WITH SOY BASED INKS

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

1 Source: Morgan Stanley Capital International.
<PAGE>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

Financial Statements:

The audited financial statements, notes to the audited financial
statements, and reports of the independent auditors contained in the annual
reports to shareholders of the Registrant for the fiscal year ended December 31,
1997 for Neuberger&Berman Advisers Management Trust (with respect to each of the
Balanced Portfolio, Growth Portfolio, Guardian Portfolio, Limited Maturity Bond
Portfolio, Liquid Asset Portfolio, Mid-Cap Growth Portfolio and Partners
Portfolio), and for Advisers Managers Trust (with respect to each of AMT
Balanced Investments, AMT Growth Investments, AMT Guardian Investments, AMT
Limited Maturity Bond Investments, AMT Liquid Asset Investments, AMT Mid-Cap
Growth Investments and AMT Partners Investments) are incorporated into the
Statement of Additional Information by reference.

Included in Part A of this Post-Effective Amendment:

FINANCIAL HIGHLIGHTS for each of the Balanced Portfolio, Growth Portfolio,
Guardian Portfolio, Limited Maturity Bond Portfolio, Liquid Asset Portfolio,
Mid-Cap Growth Portfolio, and Partners Portfolio of Neuberger&Berman Adviser
Management Trust, for the periods indicated therein. Exhibits:

Exhibit Description
Number
(1) (a) Certificate of Trust of Registrant.*
(b) Trust Instrument of Registrant.*
(c) Schedule A to Trust Instrument of Registrant designating
Series of Registrant.
****
(2) (a) By-laws of Registrant.*

(b) Amendment to the By-Laws dated November 11, 1997 (filed
herewith).

(3) Voting Trust Agreement. None.
(4) (a) Trust Instrument of Registrant, Articles IV, V and VI.*
(b) By-laws of Registrant, Articles V, VI and VIII.*
(5) (a) Management Agreement Between Advisers Managers Trust and
Neuberger&Berman Management Incorporated.*
(b) Sub-Advisory Agreement Between Neuberger&Berman Management
Incorporated and Neuberger&Berman with Respect to Advisers
Managers Trust.*
(c) Substitution Agreement among Neuberger&Berman Management
Inc., Advisers Managers Trust, Neuberger&Berman, L.P. and
Neuberger&Berman, LLC.*
(d) Schedule designating series of Advisers
Managers Trust subject to the Management
Agreement.****
(e) Schedule designating series of Advisers
Managers Trust subject to the Sub-Advisory
Agreement.****
(6) (a) Distribution Agreement Between Registrant and
Neuberger&Berman Management Incorporated.*
(b) Schedule designating series of Registrant subject to
the Distribution Agreement.****
(7) Bonus, Profit Sharing or Pension Plans. None.
(8) (a) Custodian Contract Between Registrant and State Street Bank
and Trust Company.**
(b) Letter Agreement adding the International Portfolio of
Registrant to the Custodian Contract.*

(c) Form of Schedule A to the Custodian Contract designating
approved foreign banking institutions and securities
depositories (filed herewith).

(d) Custodian Fee Schedule.***
(e) Form of Letter Agreement adding the Mid-Cap Growth and
Guardian Portfolios of Registrant to the Custodian Contract
and Transfer Agency Agreement. ****
(f) Schedule designating Series of Registrant subject to
Custodian Contract.****
(9) (a) Transfer Agency Agreement Between Registrant and State Street
Bank and Trust Company.**
(b) Administration Agreement Between Registrant and
Neuberger&Berman Management Incorporated.*
(c) Form of Fund Participation Agreement.*
(d) Letter Agreement adding the International Portfolio of
Registrant to the Transfer Agency Agreement.*
(e) Reimbursement Agreement between Registrant, on behalf of the
International Portfolio, and Neuberger&Berman Management
Inc.*
(f) Form of Letter Agreement adding the Mid-Cap Growth and
Guardian Portfolios of Registrant to the Transfer Agency
Agreement (see exhibit 8(e)). ****
(g) Schedule designating Series of Registrant subject to the
Administration Agreement. ****
(h) Reimbursement Agreement between Registrant, on behalf of
the Mid-Cap Growth and Guardian Portfolios, and
Neuberger&Berman Management Inc. ****
(i) Schedule designating series of Registrant subject to the
Transfer Agency Agreement. ****

(10) Consent of Dechert Price & Rhoads (filed herewith).
(11) (a) Consent of Independent Auditors (filed herewith).

(b) Powers of Attorney.***
(12) Financial Statements Omitted from Prospectus. None.
(13) Letter of Investment Intent. None.
(14) Prototype Retirement Plan. None.
(15) (a) Distribution Plan Pursuant to Rule 12b-1.*
(b) Schedule designating Series of Registrant subject to
the Distribution Plan. ****
(16) Schedule of Computation of Performance Quotations.***

(17) Financial Data Schedules (filed herewith).

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

** Incorporated by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-96-000107.

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

**** Incorporated by reference to Post-Effective Amendment No. 25 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-97-000256.

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

Not Applicable.

Item 26. Number of Holders of Securities

As of April 1, 1998, the number of record holders of the Portfolios of
the Registrant was as follows:

Title of Class Number of Record Holders
-------------- ------------------------
Balanced Portfolio 25
Government Income Portfolio 2
Growth Portfolio 19
Liquid Asset Portfolio 6
Limited Maturity Bond Portfolio 41
Partners Portfolio 44
Guardian Portfolio 1
Mid-Cap Growth Portfolio 2

As of April 1, 1998, the International Portfolio had not yet commenced
investment operations.

Item 27. Indemnification

A Delaware business trust may provide in its governing instrument for
indemnification of its officers and trustees from and against any and all claims
and demands whatsoever. Article IX, Section 2 of the Trust Instrument provides
that the Registrant shall indemnify any present or former trustee, officer,
employee or agent of the Registrant ("Covered Person") to the fullest extent
permitted by law against liability and all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding ("Action") in
which he becomes involved as a party or otherwise by virtue of his being or
having been a Covered Person and against amounts paid or incurred by him in
settlement thereof. Indemnification will not be provided to a person adjudged by
a court or other body to be liable to the Registrant or its shareholders by
reason of "willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office" ("Disabling
Conduct"), or not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Registrant. In the event of a settlement,
no indemnification may be provided unless there has been a determination that
the officer or trustee did not engage in Disabling Conduct (i) by the court or
other body approving the settlement; (ii) by at least a majority of those
trustees who are neither interested persons, as that term is defined in the
Investment Company Act of 1940, of the Registrant ("Independent Trustees"), nor
are parties to the matter based upon a review of readily available facts; or
(iii) by written opinion of independent legal counsel based upon a review of
readily available facts.

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

Section 9 of the Management Agreement between Advisers Managers Trust and
Neuberger&Berman Management Incorporated ("N&B Management") provides that
neither N&B Management nor any director, officer or employee of N&B Management
performing services for any Series of Advisers Managers Trust (each a
"Portfolio") at the direction or request of N&B Management in connection with
N&B Management's discharge of its obligations under the Agreement shall be
liable for any error of judgment or mistake of law or for any loss suffered by a
Series in connection with any matter to which the Agreement relates; provided,
that nothing in the Agreement shall be construed (i) to protect N&B Management
against any liability to Advisers Managers Trust or a Series of Advisers
Managers Trust or its interest holders to which N&B Management would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of N&B Management's duties, or by reason of N&B Management's
reckless disregard of its obligations and duties under the Agreement, or (ii) to
protect any director, officer or employee of N&B Management who is or was a
Trustee or officer of Advisers Managers Trust against any liability to Advisers
Managers Trust or a Series or its interest holders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with Advisers Managers Trust.

Section 1 of the Sub-Advisory Agreement between Advisers Managers Trust and
Neuberger&Berman, LLC ("Sub-Adviser") provides that in the absence of willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
of reckless disregard of its duties and obligations under the Agreement, the
Sub-Adviser will not be subject to liability for any act or omission or any loss
suffered by any Series of Advisers Managers Trust or its interest holders in
connection with the matters to which the Agreement relates.

Section 9.1 of the Administration Agreement between the Registrant and N&B
Management provides that N&B Management will not be liable to the Registrant for
any action taken or omitted to be taken by N&B Management in good faith and with
due care in accordance with such instructions, or with the advice or opinion, of
legal counsel for a Portfolio of the Trust or for the Administrator in respect
of any matter arising in connection with the Administration Agreement. N&B
Management shall be protected in acting upon any such instructions, advice or
opinion and upon any other paper or document delivered by a Portfolio or such
legal counsel which N&B Management believes to be genuine and to have been
signed by the proper person or persons, and N&B Management shall not be held to
have notice of any change of status or authority of any officer or
representative of the Trust, until receipt of written notice thereof from the
Portfolio. Section 12 of the Administration Agreement provides that each
Portfolio of the Registrant shall indemnify N&B Management and hold it harmless
from and against any and all losses, damages and expenses, including reasonable
attorneys' fees and expenses, incurred by N&B Management that result from: (i)
any claim, action, suit or proceeding in connection with N&B Management's entry
into or performance of the Agreement with respect to such Portfolio; or (ii) any
action taken or omission to act committed by N&B Management in the performance
of its obligations under the Agreement with respect to such Portfolio; or (iii)
any action of N&B Management upon instructions believed in good faith by it to
have been executed by a duly authorized officer or representative of the Trust
with respect to such Portfolio; provided, that N&B Management will not be
entitled to such indemnification in respect of actions or omissions constituting
negligence or misconduct on the part of N&B Management, or its employees, agents
or contractors. Amounts payable by the Registrant under this provision shall be
payable solely out of assets belonging to that Portfolio, and not from assets
belonging to any other Portfolio of the Registrant. Section 13 of the
Administration Agreement provides that N&B Management will indemnify each
Portfolio of the Registrant and hold it harmless from and against any and all
losses, damages and expenses, including reasonable attorneys' fees and expenses,
incurred by such Portfolio of the Registrant that result from: (i) N&B
Management's failure to comply with the terms of the Agreement; or (ii) N&B
Management's lack of good faith in performing its obligations under the
Agreement; or (iii) the negligence or misconduct of N&B Management, or its
employees, agents or contractors in connection with the Agreement. A Portfolio
of the Registrant shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or misconduct on the part of that
Portfolio or its employees, agents or contractors other than N&B Management,
unless such negligence or misconduct results from or is accompanied by
negligence or misconduct on the part of N&B Management, any affiliated person of
N&B Management, or any affiliated person of an affiliated person of N&B
Management.

Section 11 of the Distribution Agreement between the Registrant and N&B
Management provides that N&B Management shall look only to the assets of a
Portfolio for the Registrant's performance of the Agreement by the Registrant on
behalf of such Portfolio, and neither the Trustees nor any of the Registrant's
officers, employees or agents, whether past, present or future, shall be
personally liable therefor.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("1933 Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

Item 28. Business and Other Connections of Adviser and Sub-Adviser

There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or officer
of N&B Management and each partner of the Sub-Adviser is, or at any time during
the past two years has been, engaged for his or her own account or in the
capacity of director, officer, employee, partner or trustee.

<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
Claudia A. Brandon Secretary, Neuberger&Berman Advisers Management
Vice President, N&B Trust (Delaware business trust); Secretary,
Management Advisers Managers Trust; Secretary,
Neuberger&Berman Income Funds; Secretary,
Neuberger&Berman Income Trust; Secretary,
Neuberger&Berman Equity Funds; Secretary,
Neuberger&Berman Equity Trust; Secretary, Income
Managers Trust; Secretary, Equity Managers
Trust; Secretary, Global Managers Trust;
Secretary, Neuberger&Berman Equity Assets.

Brooke A. Cobb Chief Investment Officer, Bainco International
Vice President Investors (2), Senior Vice President and Senior
N&B Management Portfolio Manager, Putnam Investment Management,
Inc. (1).

Stacy Cooper-Shugrue Assistant Secretary, Neuberger&Berman Advisers
Assistant Vice President, Management Trust (Delaware business trust);
N&B Management Assistant Secretary, Advisers Managers Trust;
Assistant Secretary, Neuberger&Berman Income
Funds; Assistant Secretary, Neuberger&Berman
Income Trust; Assistant Secretary,
Neuberger&Berman Equity Funds; Assistant
Secretary, Neuberger & Berman Equity Trust;
Assistant Secretary, Income Managers Trust;
Assistant Secretary, Equity Managers Trust;
Assistant Secretary, Global Managers Trust;
Assistant Secretary, Neuberger&Berman Equity
Assets.

Robert W. D'Alelio Senior Portfolio Manager, Putnam Investments (3).
Vice President,
N&B Management

Barbara DiGiorgio Assistant Treasurer, Neuberger&Berman Advisers
Assistant Vice President, Management Trust (Delaware business trust);
N&B Management Assistant Treasurer, Advisers Managers Trust;
Assistant Treasurer, Neuberger&Berman Income
Funds; Assistant Treasurer, Neuberger&Berman
Income Trust; Assistant Treasurer,
Neuberger&Berman Equity Funds; Assistant
Treasurer, Neuberger & Berman Equity Trust;
Assistant Treasurer, Income Managers Trust;
Assistant Treasurer, Equity Managers Trust;
Assistant Treasurer, Global Managers Trust;
Assistant Treasurer, Neuberger&Berman Equity
Assets.

Stanley Egener Chairman of the Board and Trustee,
President and Director, Neuberger&Berman Advisers Management Trust
N&B Management; Principal, (Delaware business trust); Chairman of the Board
Neuberger&Berman, LLC and Trustee, Advisers Managers Trust; Chairman of
the Board and Trustee, Neuberger&Berman Income
Funds; Chairman of the Board and Trustee,
Neuberger&Berman Income Trust; Chairman of the
Board and Trustee, Neuberger&Berman Equity Funds;
Chairman of the Board and Trustee,
Neuberger&Berman Equity Trust; Chairman of the
Board and Trustee, Income Managers Trust;
Chairman of the Board and Trustee, Equity
Managers Trust; Chairman of the Board and
Trustee, Global Managers Trust; Chairman of the
Board and Trustee, Neuberger&Berman Equity
Assets.

Theodore P. Giuliano President and Trustee, Neuberger&Berman Income
Vice President and Director, Funds; President and Trustee, Neuberger&Berman
N&B Management; Principal and Trustee, Neuberger&Berman Income Trust;
Management; Principal, President and Trustee, Income Managers Trust.
Neuberger&Berman, LLC

C. Carl Randolph Assistant Secretary, Neuberger&Berman Advisers
Principal, Management Trust (Delaware business trust);
Neuberger&Berman, LLC Assistant Secretary, Advisers Managers Trust;
Assistant Secretary, Neuberger&Berman Income
Funds; Assistant Secretary, Neuberger&Berman
Income Trust; Assistant Secretary
Neuberger&Berman Equity Funds; Assistant
Secretary, Neuberger&Berman Equity Trust;
Assistant Secretary, Income Managers Trust;
Assistant Secretary, Equity Managers Trust;
Assistant Secretary, Global Managers Trust;
Assistant Secretary, Neuberger & Berman Equity
Assets.

Richard Russell Treasurer, Neuberger&Berman Advisers Management
Vice President, Trust (Delaware business trust); Treasurer,
N&B Management Advisers Managers Trust; Treasurer,
Neuberger&Berman Income Funds; Treasurer,
Neuberger&Berman Income Trust; Treasurer,
Neuberger&Berman Equity Funds; Treasurer,
Neuberger&Berman Equity Trust; Treasurer, Income
Managers Trust; Treasurer, Equity Managers Trust;
Treasurer, Global Managers Trust; Treasurer,
Neuberger&Berman Equity Assets.

Ingrid Saukaitis Project Director, Council on Economic Priorities
Assistant Vice President, (2).
N&B Management

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

Daniel J. Sullivan Vice President, Neuberger&Berman Advisers
Senior Vice President, Management Trust (Delaware business trust); Vice
N&B Management President, Advisers Managers Trust; Vice
President, Advisers Managers President,
Neuberger&Berman Income Funds; Vice President,
Neuberger&Berman Income Trust; Vice President,
Neuberger&Berman Equity Funds; Vice President,
Neuberger&Berman Equity Trust; Vice President,
Income Managers Trust; Vice President, Equity
Managers Trust; Vice President, Global Managers
Trust; Vice President, Neuberger&Berman Equity
Assets.

Michael J. Weiner Vice President, Neuberger&Berman Advisers
Senior Vice President Management Trust (Delaware business trust); Vice
N&B Management President, Advisers Managers Trust; Vice
President, Neuberger&Berman Income Funds; Vice
President, Neuberger&Berman Income Trust; Vice
President, Neuberger&Berman Equity Funds; Vice
President, Neuberger&Berman Equity Trust; Vice
President, Income Managers Trust; Vice President,
Equity Managers Trust; Vice President, Global
Managers Trust; Vice President, Neuberger&Berman
Equity Assets.

Celeste Wischerth Assistant Treasurer, Neuberger&Berman Advisers
Assistant Vice President, Management Trust (Delaware business trust);
N&B Management Assistant Treasurer, Advisers Managers Trust;
Assistant Treasurer, Neuberger&Berman Income
Funds; Assistant Treasurer, Neuberger&Berman
Income Trust; Assistant Treasurer,
Neuberger&Berman Equity Funds; Assistant
Treasurer, Neuberger&Berman Equity Trust;
Assistant Treasurer, Income Managers Trust;
Assistant Treasurer, Equity Managers Trust;
Assistant Treasurer, Global Managers Trust;
Assistant Treasurer, Neuberger&Berman Equity
Assets.

Lawrence Zicklin President and Trustee, Neuberger&Berman Advisers
Director, N&B Management; Management Trust (Delaware business trust);
Principal, President and Trustee, Advisers Managers Trust;
Neuberger&Berman, LLC President and Trustee, Neuberger&Berman Equity
Funds; President and Trustee, Neuberger&Berman
Equity Trust; President and Trustee, Equity
Managers Trust; President, Global Managers Trust:
President and Trustee, Neuberger&Berman Equity
Assets.
- -------------------------------
(1) Until October 31, 1995.
(2) Until June 1997.
(3) Until 1996.

The principal address of N&B Management, Neuberger&Berman, LLC and of each
of the investment companies named above, is 605 Third Avenue, New York, New York
10158.

Item 29. Principal Underwriters

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

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

Neuberger&Berman Management Incorporated is also the investment adviser to
the master funds in which each of the above-named investment companies invest.

(b) Set forth below is information concerning the directors and officers of
the Registrant's principal underwriter. The principal business address of each
of the persons listed is 605 Third Avenue, New York, New York 10158-0180, which
is also the address of the Registrant's principal underwriter

POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ---- ---------------- ---------------
Claudia A. Brandon Vice President Secretary
Patrick T. Byrne Vice President None
Richard A. Cantor Chairman of the Board None
and Director
Ramesh Babu Assistant Vice President None
Valerie Change Assistant Vice President None
Brooke A. Cobb Vice President None
Robert Conti Treasurer None
Stacy Cooper-Shugrue Assistant Vice President Assistant Secretary
Robert W. D'Alelio Vice President None
Clara Del Villar Vice President None
Barbara DiGiorgio Assistant Vice President Assistant Treasurer
Roberta D'Orio Vice President None
Stanley Egener President and Director Chairman of the
Board and Trustee
Brian J. Gaffney Vice President None
Joseph G. Galli Vice President None
Robert I. Gendelman Vice President None
Theodore P. Giuliano Vice President and Director None
Michael J. Hanratty Assistant Vice President None
Leslie Holliday-Soto Assistant Vice President None
Michael M. Kassen Vice President and Director None
Robert Ladd Assistant Vice President None
Irwin Lainoff Director None
Josephine Mahaney Vice President None
Carmen G. Martinez Assistant Vice President None
Ellen Metzger Vice President and Secretary None
Paul Metzger Vice President None
Loraine Olavarria Assistant Secretary None
Janet W. Prindle Vice President None
Joseph S. Quirk Assistant Vice President None
Kevin L. Risen Vice President None
Richard Russell Vice President Treasurer(Principal
Accounting Officer)
Ingrid Saukaitis Assistant Vice President None
Jennifer K. Silver Vice President None
Kent C. Simons Vice President None
Frederick B. Soule Vice President None
Daniel J. Sullivan Senior Vice President Vice President
Peter E. Sundman Senior Vice President None
Andrea Trachtenberg Vice President of Marketing None
Judith M. Vale Vice President None
Josephine Velez Assistant Vice President None
Susan Walsh Vice President None
Michael J. Weiner Senior Vice President Vice President
(Principal Financial
Officer)
Celeste Wischerth Assistant Vice President Assistant Treasurer
Thomas Wolfe Vice President None
Lawrence Zicklin Director Trustee and
President

(c) No commissions or compensation were received directly or indirectly
from the Registrant by any principal underwriter who was not an affiliated
person of the Registrant.

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by
Section 31 (a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder with respect to the Registrant are maintained at the
offices of State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, except for the Registrant's Trust Instrument and Bylaws,
minutes of meetings of the Registrant's Trustees and shareholders and the
Registrant's policies and contracts, which are maintained at the offices of the
Registrant, 605 Third Avenue, New York, New York 10158.

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder with respect to the Advisers Managers Trust are
maintained at the offices of State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110, except for the Advisers Managers Trust's
Trust Instrument and Bylaws, minutes of meetings of the Advisers Managers
Trust's Trustees and shareholders and the Advisers Managers Trust's policies and
contracts, which are maintained at the offices of the Advisers Managers Trust,
605 Third Avenue, New York, New York 10158.

Item 31. Management Services

Other than as set forth in Parts A and B of this Registration Statement,
the Registrant is not a party to any management-related service contract.

Item 32. Undertakings

Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to shareholders upon
request and without charge.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 26 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and the State
of New York on the 24th day of April, 1998.

NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST

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

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 26 has been signed below by the following persons
in the capacities and on the date indicated.

Signature Title Date

/s/ Stanley Egener Chairman and Trustee April 24, 1998
Stanley Egener

/s/ Lawrence Zicklin President and Trustee November 11, 1997
Lawrence Zicklin (Principal Executive Officer)

/s/ Michael J. Weiner Vice President April 24, 1998
Michael J. Weiner (Principal Financial Officer)

/s/ Richard Russell Treasurer April 24, 1998
Richard Russell (Principal Accounting Officer)

/s/ Faith Colish Trustee April 24, 1998
Faith Colish

/s/ Walter G. Ehlers Trustee April 24, 1998
Walter G. Ehlers

/s/ Anne Harvey Trustee April 26, 1998
Anne Harvey

/s/ Leslie A. Jacobson Trustee April 24, 1998
Leslie A. Jacobson

/s/ Robert M. Porter Trustee November 11, 1997
Robert M. Porter

/s/ Ruth E. Salzmann Trustee November 11, 1997
Ruth E. Salzmann

/s/ Peter P. Trapp Trustee November 11, 1997
Peter P. Trapp

<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, ADVISERS MANAGERS TRUST certifies that the
Registrant meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 26 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and the State
of New York on the 24th day of April, 1998.

ADVISERS MANAGERS TRUST

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

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 26 has been signed below by the following persons
in the capacities and on the date indicated.

Signature Title Date

/s/ Stanley Egener Chairman and Trustee April 24, 1998
Stanley Egener

/s/ Lawrence Zicklin President and Trustee November 11, 1997
Lawrence Zicklin (Principal Executive Officer)

/s/ Michael J. Weiner Vice President April 24, 1998
Michael J. Weiner (Principal Financial Officer)

/s/ Richard Russell Treasurer April 24, 1998
Richard Russell (Principal Accounting Officer)

/s/ Faith Colish Trustee April 24, 1998
Faith Colish

/s/ Walter G. Ehlers Trustee April 24, 1998
Walter G. Ehlers

/s/ Anne Harvey Trustee April 26, 1998
Anne Harvey

/s/ Leslie A. Jacobson Trustee April 24, 1998
Leslie A. Jacobson

/s/ Robert M. Porter Trustee November 11, 1997
Robert M. Porter

/s/ Ruth E. Salzmann Trustee November 11, 1997
Ruth E. Salzmann

/s/ Peter P. Trapp Trustee November 11, 1997
Peter P. Trapp

<PAGE>
INDEX TO EXHIBITS
(for Post-Effective Amendment No. 26)

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

2(b) Amendment to the By-laws of Registrant dated
November 11, 1997

8(c) Form of Schedule A to the Custodian Contract
designating approved foreign banking and
securities depositories

10 Consent of Counsel

11(a) Consent of Independent Auditors

17 Financial Data Schedules

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

Amendment to the By-Laws

The undersigned, being the duly appointed Secretary of Neuberger&Berman
Advisers management Trust (the "Trust"), a Delaware business trust, hereby
certifies that Article X of the By-Laws of the Trust dated May 24, 1994 was
amended as follows by the vote of the Trustees of the Trust pursuant to Article
VII, Section I of the By-Laws at a meeting of the Trustees on November 11, 1997
(new text is bold, deleted text struck through):

[Begin Strikeout]Section 1. Monitoring and Reporting Conflicts. The
trustees of Advisers Managers Trust and the Trust (collectively, the "Trusts"0
are the same individuals. Set forth in this Article are procedures established
to address potential conflicts of interest that may arise between the Trusts. On
an ongoing basis, the investment adviser ("Manager") of Advisers Manager Trust
shall be responsible for monitoring the Trusts for the existence of any material
conflicts of interest between the Trusts. The Manager shall be responsible for
reporting any potential or existing conflicts to trustees of the Trusts as they
may develop.

Section 2. Annual Report. The Manager shall report to the trustees of the
Trusts annually regarding its monitoring of the Trusts for conflicts of
interest.

Section 3. Resolution of Conflicts. If a potential conflict of interest
arises, the Trustees shall take such action as is reasonably appropriate to deal
with the conflict, up to and including recommending a change in the trustees and
implementing such recommendation, consistent with applicable law.[End strikeout]

Section 4 1. Annual Review. The Trustees, including a majority of the
Disinterested Trustees, shall determine no less frequently than annually that
the operating structure is in the best interest of Shareholders. The Trustees
shall consider, among other things, whether the expenses incurred by the Trust
are approximately the same or less than the expenses that the Trust would incur
if it invested directly in the type of securities being held by Advisers
Managers Trust. The Trustees, including a majority of the Disinterested
Trustees, shall review no less frequently than annually these procedures for
their continuing appropriateness.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 20th
day of April, 1998.

---------------------------------------
Claudia Brandon
Secretary
Neuberger&Berman Advisers Management Trust

FORM OF SCHEDULE A TO THE CUSTODIAN CONTRACT

SCHEDULE A
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
ADVISERS MANAGERS TRUST

The following foreign banking institutions and foreign securities
depositories have been approved by the boards of trustees of the above mentioned
trust as sub-custodians for the securities and other assets:

Citibank, N.A. (Caja de Valores) (Argentina)

Westpac Banking Corp. (Austraclear/RITS) (Australia)

GiroCredit Bank Aktiengesellschaft der Sparkassen (OEKB) (Austria)

Generale Bank (C.I.K./Banque Nationale de Belgique) (Belgium)

Citibank, N.A. (BOVESPA, CETIP, SELIC) (Brazil)

Canada Trustco Mortgage Company (CDS) (Canada)

Citibank, N.A. (Chile)

The Hong Kong and Shanghai Banking Corporation Limited (SSCCR, SSCC) (China)

Cititrust Colombia S.A. Sociedad Fiduciaria (Colombia)

Ceskoslovenska Obchodni Bank A.S. (SCP/Czech National Bank) (Czech Republic)

Den Danske Bank (VP-Centralen) (Denmark)

Merita Bank Limited (CSD) (Finland)

Banque Paribas (SICOVAM/Banque de France) (France)

Dresdner Bank AG (Kassenverein) (Germany)

National Bank of Greece S.A. (Apothetirion Titlon A.E., Bank of Greece) (Greece)

Standard Chartered Bank, Hong Kong (CCASS, CMU) (Hong Kong)

Citibank Budapest Rt. (KELER, Ltd) (Hungary)

Deutsche Bank AG, The Hong Kong and Shanghai Banking Corporation Limited (India)

Standard Chartered Bank (Indonesia)

Bank of Ireland (Central Bank of Ireland/GSO) (Ireland)

Bank of Hapoalim B.M. (The Clearing House of the Tel Aviv Stock
Exchange)(Israel)

Banque Paribas (Monte Titoli S.p.A. Banca d'Italia) (Italy)

Sumitomo Trust & Banking Company, Limited and The Fuji Bank, Limited
(JASDEC/Bank of Japan) (Japan)

Standard Chartered Bank Malaysia Berhad (MCD, SSTS) (Malaysia)

Citibank Mexico, S.A. (INDEVAL) (Mexico)

Banque Comeriale du Maroc (Morocco)

Mees Pierson N.V. (NECIGEF, De Nederlandshce Bank, N.V.) (The Netherlands)

ANZ Banking Group (NZ) Ltd. (NZCSD) (New Zealand)

Christiania bank og Kreditkasse (VPS) (Norway)

Deutsche Bank AG (Pakistan)

Citibank, N.A. (CAVAL) (Peru)

Standard Chartered Bank (PCD, BES, Ross) (the Philippines)

Citibank Poland, S.A. (The National Depository of Securities/National
Bank of Poland) (Poland)

Banco Comercial Portuguese (Central de Valores Mobiliarios) (Portugal)

SEOULBANK (KSD) (Republic of Korea)

Credit Suisse First Boston/Credit Suisse First Boston Limited (Russia)

The Development Bank of Singapore, Limited (CDP) (Singapore)

Ceskoslovenska Obchodna BankA, A.S., (SCP/National Bank of Slovakia)
(Slovak Republic)

Standard Bank of South Africa Ltd. (The Central Depository Limited)
(South Africa)

Banco Santander, S.A. (SCLV/Banco de Espana) (Spain)

Skandinaviska Enskilda Banken (VPC) (Sweden)

Union Bank of Switzerland (SEGA) (Switzerland)

Central Trust of china (TSCD) (Taiwan)

Standard Chartered Bank, Bangkok (TSD) (Thailand)

Citibank, N.A. (TAKASBANK/Central Bank of Turkey) (Turkey)

State Street Bank and Trust Co. and State Street London (CGO, CMO, ESO)
(United Kingdom)

Citibank, N.A. (Venezuela)

The Euroclear System

Cedel Bank societe anonyme

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST

ADVISERS MANAGERS TRUST

Name: ________________________________________
Michael J. Weiner

Date:

DECHERT PRICE & RHOADS
1775 Eye Street, N.W.
Washington, D.C. 20006

April 24, 1998

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

Re: Post-Effective Amendment No. 26 to Registration Statement on Form N-1A
for Neuberger&Berman Advisers Management Trust (the "Trust")
(File Nos. 2-88566 and 811-4255)

Dear Sirs and Madams:

We hereby consent to the reference to our firm as counsel in the Trust's
Statement of Additional Information contained in the Post-Effective Amendment
No. 26 to the Trust's Registration Statement.

Very truly yours,

Dechert Price & Rhoads

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Financial
Highlights" in each Prospectus and "Reports to Shareholders", "Independent
Auditors" and "Financial Statements" in the Statement of Additional Information
in Post-Effective Amendment Number 26 to the Registration Statement (Form N-1A
No. 2-88566) of Neuberger & Berman Advisers Management Trust, and to the
incorporation by reference of our reports dated January 26, 1998 on the Balanced
Portfolio, Growth Portfolio, Guardian Portfolio, Limited Maturity Bond
Portfolio, Liquid Asset Portfolio, Mid-Cap Growth Portfolio and Partners
Portfolio, seven of the series comprising Neuberger & Berman Advisers Management
Trust, and on AMT Balanced Investments, AMT Growth Investments, AMT Guardian
Investments, AMT Limited Maturity Bond Investments, AMT Liquid Asset
Investments, AMT Mid-Cap Growth Investments and AMT Partners Investments, seven
of the series comprising Advisers Managers Trust, included in the 1997 Annual
Report to Shareholders of Neuberger & Berman Advisers Management Trust.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts
March 23, 1998

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Liquid Asset Portfolio Annual Report and is qualified in its entirety by
reference to such document.
</LEGEND>
<CIK> 0000736913
<NAME> NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
<SERIES>
<NUMBER> 01
<NAME> LIQUID ASSET PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 13,873
<RECEIVABLES> 15
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 13,888
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 448
<TOTAL-LIABILITIES> 448
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 13,442
<SHARES-COMMON-STOCK> 13,442
<SHARES-COMMON-PRIOR> 13,465
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 13,440
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 792
<OTHER-INCOME> 0
<EXPENSES-NET> (142)
<NET-INVESTMENT-INCOME> 650
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 649
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (650)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14,044
<NUMBER-OF-SHARES-REDEEMED> (14,713)
<SHARES-REINVESTED> 646
<NET-CHANGE-IN-ASSETS> (24)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 142
<AVERAGE-NET-ASSETS> 14,098
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Growth Portfolio Annual Report and is qualified in its entirety by reference to
such document.
</LEGEND>
<CIK> 0000736913
<NAME> NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
<SERIES>
<NUMBER> 02
<NAME> GROWTH PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 586,427
<RECEIVABLES> 214
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 586,641
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,929
<TOTAL-LIABILITIES> 2,929
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 347,752
<SHARES-COMMON-STOCK> 19,111
<SHARES-COMMON-PRIOR> 21,972
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 152,102
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 83,858
<NET-ASSETS> 583,712
<DIVIDEND-INCOME> 3,517
<INTEREST-INCOME> 1,541
<OTHER-INCOME> 0
<EXPENSES-NET> 5,784
<NET-INVESTMENT-INCOME> (726)
<REALIZED-GAINS-CURRENT> 153,192
<APPREC-INCREASE-CURRENT> 3,904
<NET-CHANGE-FROM-OPS> 156,370
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 49,278
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,978
<NUMBER-OF-SHARES-REDEEMED> (12,771)
<SHARES-REINVESTED> 1,932
<NET-CHANGE-IN-ASSETS> 17,362
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 48,914
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,784
<AVERAGE-NET-ASSETS> 643,546
<PER-SHARE-NAV-BEGIN> 25.78
<PER-SHARE-NII> (.03)
<PER-SHARE-GAIN-APPREC> 7.06
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.27)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 30.54
<EXPENSE-RATIO> .90
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Limited
Maturity Bond Portfolio Annual Report and is qualified in its entirety by
reference to such document.
</LEGEND>
<CIK> 0000736913
<NAME> NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
<SERIES>
<NUMBER> 03
<NAME> LIMITED MATURITY BOND PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 250,658
<RECEIVABLES> 653
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 251,311
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 199
<TOTAL-LIABILITIES> 199
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 243,521
<SHARES-COMMON-STOCK> 17,786
<SHARES-COMMON-PRIOR> 18,290
<ACCUMULATED-NII-CURRENT> 15,666
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8,942)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 867
<NET-ASSETS> 251,112
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 17,775
<OTHER-INCOME> 0
<EXPENSES-NET> (1,937)
<NET-INVESTMENT-INCOME> 15,838
<REALIZED-GAINS-CURRENT> (1,645)
<APPREC-INCREASE-CURRENT> 2,315
<NET-CHANGE-FROM-OPS> 16,508
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (14,961)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,086
<NUMBER-OF-SHARES-REDEEMED> (6,710)
<SHARES-REINVESTED> 1,120
<NET-CHANGE-IN-ASSETS> (5,789)
<ACCUMULATED-NII-PRIOR> 14,773
<ACCUMULATED-GAINS-PRIOR> (7,281)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,937
<AVERAGE-NET-ASSETS> 252,694
<PER-SHARE-NAV-BEGIN> 14.05
<PER-SHARE-NII> .88
<PER-SHARE-GAIN-APPREC> .02
<PER-SHARE-DIVIDEND> (.83)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.12
<EXPENSE-RATIO> .77
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Balanced
Portfolio Annual Report and is qualified in its entirety by reference to such
document.
</LEGEND>
<CIK> 0000736913
<NAME> NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
<SERIES>
<NUMBER> 04
<NAME> BALANCED PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 162,025
<RECEIVABLES> 74
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 162,099
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 190
<TOTAL-LIABILITIES> 190
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 116,823
<SHARES-COMMON-STOCK> 9,098
<SHARES-COMMON-PRIOR> 10,875
<ACCUMULATED-NII-CURRENT> 3,753
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 26,510
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14,823
<NET-ASSETS> 161,909
<DIVIDEND-INCOME> 624
<INTEREST-INCOME> 5,062
<OTHER-INCOME> 0
<EXPENSES-NET> (1,894)
<NET-INVESTMENT-INCOME> 3,792
<REALIZED-GAINS-CURRENT> 26,658
<APPREC-INCREASE-CURRENT> 898
<NET-CHANGE-FROM-OPS> 31,348
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,159)
<DISTRIBUTIONS-OF-GAINS> (8,107)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 957
<NUMBER-OF-SHARES-REDEEMED> (3,454)
<SHARES-REINVESTED> 720
<NET-CHANGE-IN-ASSETS> (11,258)
<ACCUMULATED-NII-PRIOR> 3,074
<ACCUMULATED-GAINS-PRIOR> 8,005
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,894
<AVERAGE-NET-ASSETS> 182,775
<PER-SHARE-NAV-BEGIN> 15.92
<PER-SHARE-NII> .36
<PER-SHARE-GAIN-APPREC> 2.59
<PER-SHARE-DIVIDEND> (.30)
<PER-SHARE-DISTRIBUTIONS> (.77)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 17.80
<EXPENSE-RATIO> 1.04
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Partners
Portfolio Annual Report and is qualified in its entirety by reference to such
document.
</LEGEND>
<CIK> 0000736913
<NAME> NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
<SERIES>
<NUMBER> 05
<NAME> PARTNERS PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 1,626,673
<RECEIVABLES> 7,697
<ASSETS-OTHER> 4
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,634,374
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,539
<TOTAL-LIABILITIES> 1,539
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,272,406
<SHARES-COMMON-STOCK> 79,263
<SHARES-COMMON-PRIOR> 42,801
<ACCUMULATED-NII-CURRENT> 6,693
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 207,455
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 146,281
<NET-ASSETS> 1,632,835
<DIVIDEND-INCOME> 14,164
<INTEREST-INCOME> 2,734
<OTHER-INCOME> 0
<EXPENSES-NET> 9,970
<NET-INVESTMENT-INCOME> 6,928
<REALIZED-GAINS-CURRENT> 208,112
<APPREC-INCREASE-CURRENT> 75,122
<NET-CHANGE-FROM-OPS> 290,162
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,480)
<DISTRIBUTIONS-OF-GAINS> (38,189)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 60,337
<NUMBER-OF-SHARES-REDEEMED> (26,355)
<SHARES-REINVESTED> 2,480
<NET-CHANGE-IN-ASSETS> 927,400
<ACCUMULATED-NII-PRIOR> 2,245
<ACCUMULATED-GAINS-PRIOR> 37,532
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 9,970
<AVERAGE-NET-ASSETS> 1,153,466
<PER-SHARE-NAV-BEGIN> 16.48
<PER-SHARE-NII> .12
<PER-SHARE-GAIN-APPREC> 4.82
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> (.77)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.60
<EXPENSE-RATIO> .86
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Guardian Portfolio Annual Report and is qualified in its
entirety by reference to such document.
</LEGEND>
<CIK> 0000736913
<NAME> NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
<SERIES>
<NUMBER> 08
<NAME> GUARDIAN PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 564
<RECEIVABLES> 17
<ASSETS-OTHER> 8
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 589
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22
<TOTAL-LIABILITIES> 22
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 550
<SHARES-COMMON-STOCK> 54
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18
<NET-ASSETS> 567
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1
<OTHER-INCOME> 0
<EXPENSES-NET> (1)
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> 18
<NET-CHANGE-FROM-OPS> 17
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 54
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 567
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 14
<AVERAGE-NET-ASSETS> 289
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> .51
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.52
<EXPENSE-RATIO> 1.00<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
Annualized.
</FN>

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Mid-Cap
Growth Portfolio Annual Report and is qualified
in its entirety by reference to such document.
</LEGEND>
<CIK> 0000736913
<NAME> NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
<SERIES>
<NUMBER> 09
<NAME> MID-CAP GROWTH PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 1,574
<RECEIVABLES> 135
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,721
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22
<TOTAL-LIABILITIES> 22
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,607
<SHARES-COMMON-STOCK> 145
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 18
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 73
<NET-ASSETS> 1,699
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2
<OTHER-INCOME> 0
<EXPENSES-NET> (1)
<NET-INVESTMENT-INCOME> 1
<REALIZED-GAINS-CURRENT> 18
<APPREC-INCREASE-CURRENT> 73
<NET-CHANGE-FROM-OPS> 92
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 145
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,699
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 14
<AVERAGE-NET-ASSETS> 497
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 1.71
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.72
<EXPENSE-RATIO> 1.00<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
Annualized.
</FN>

</TABLE>

<ARTICLE> 6
<CIK> 0000736913
<NAME> NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
<SERIES>
<NUMBER> 07
<NAME> INTERNATIONAL PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Amt Liquid Asset Investments Annual Report and is qualified in
its entirety by reference to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 01
<NAME> AMT LIQUID ASSET INVESTMENTS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 13,829
<INVESTMENTS-AT-VALUE> 13,829
<RECEIVABLES> 39
<ASSETS-OTHER> 11
<OTHER-ITEMS-ASSETS> 4
<TOTAL-ASSETS> 13,883
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10
<TOTAL-LIABILITIES> 10
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,880
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,994
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 13,873
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 792
<OTHER-INCOME> 0
<EXPENSES-NET> (78)
<NET-INVESTMENT-INCOME> 714
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 713
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 321
<ACCUMULATED-NII-PRIOR> 1,280
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 35
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 78
<AVERAGE-NET-ASSETS> 14,144
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the AMT
Growth Investments Annual Report and is qualified in its entirety by reference
to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 02
<NAME> AMT GROWTH INVESTMENTS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 500,201
<INVESTMENTS-AT-VALUE> 584,059
<RECEIVABLES> 9,830
<ASSETS-OTHER> 58
<OTHER-ITEMS-ASSETS> 9
<TOTAL-ASSETS> 593,956
<PAYABLE-FOR-SECURITIES> 4,421
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,108
<TOTAL-LIABILITIES> 7,529
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 254,023
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2,747
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 245,799
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 83,858
<NET-ASSETS> 586,427
<DIVIDEND-INCOME> 3,517
<INTEREST-INCOME> 1,541
<OTHER-INCOME> 0
<EXPENSES-NET> (3,720)
<NET-INVESTMENT-INCOME> 1,338
<REALIZED-GAINS-CURRENT> 153,192
<APPREC-INCREASE-CURRENT> 3,904
<NET-CHANGE-FROM-OPS> 158,434
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 17,788
<ACCUMULATED-NII-PRIOR> 1,409
<ACCUMULATED-GAINS-PRIOR> 92,607
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,406
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,720
<AVERAGE-NET-ASSETS> 643,685
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the AMT
Limited Maturity Bond Investments Annual Report and is qualified in its entirety
by reference to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 03
<NAME> AMT LIMITED MATURITY BOND INVESTMENTS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 245,604
<INVESTMENTS-AT-VALUE> 246,935
<RECEIVABLES> 3,906
<ASSETS-OTHER> 43
<OTHER-ITEMS-ASSETS> 4
<TOTAL-ASSETS> 250,888
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 230
<TOTAL-LIABILITIES> 230
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 201,084
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 47,587
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,120
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 867
<NET-ASSETS> 250,658
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 17,775
<OTHER-INCOME> 0
<EXPENSES-NET> (819)
<NET-INVESTMENT-INCOME> 16,956
<REALIZED-GAINS-CURRENT> (1,645)
<APPREC-INCREASE-CURRENT> 2,315
<NET-CHANGE-FROM-OPS> 17,626
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (6,146)
<ACCUMULATED-NII-PRIOR> 30,631
<ACCUMULATED-GAINS-PRIOR> 2,765
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 632
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 819
<AVERAGE-NET-ASSETS> 252,761
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .32
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the AMT
Balanced Investments Annual Report and is qualified in its entirety by reference
to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 04
<NAME> AMT BALANCED INVESTMENTS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 145,760
<INVESTMENTS-AT-VALUE> 160,701
<RECEIVABLES> 2,862
<ASSETS-OTHER> 28
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 163,594
<PAYABLE-FOR-SECURITIES> 1,426
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 143
<TOTAL-LIABILITIES> 1,569
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 82,888
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 11,561
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 52,753
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14,823
<NET-ASSETS> 162,025
<DIVIDEND-INCOME> 624
<INTEREST-INCOME> 5,062
<OTHER-INCOME> 0
<EXPENSES-NET> (1,183)
<NET-INVESTMENT-INCOME> 4,503
<REALIZED-GAINS-CURRENT> 26,658
<APPREC-INCREASE-CURRENT> 898
<NET-CHANGE-FROM-OPS> 32,059
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (11,471)
<ACCUMULATED-NII-PRIOR> 7,058
<ACCUMULATED-GAINS-PRIOR> 26,095
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,006
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,183
<AVERAGE-NET-ASSETS> 182,959
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the AMT
Partners Investments Annual Report and is qualified in its entirety by reference
to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 05
<NAME> AMT PARTNERS INVESTMENTS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,501,342
<INVESTMENTS-AT-VALUE> 1,647,623
<RECEIVABLES> 2,463
<ASSETS-OTHER> 34
<OTHER-ITEMS-ASSETS> 27
<TOTAL-ASSETS> 1,650,147
<PAYABLE-FOR-SECURITIES> 373
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23,101
<TOTAL-LIABILITIES> 23,474
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,211,055
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 15,152
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 254,185
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 146,281
<NET-ASSETS> 1,626,673
<DIVIDEND-INCOME> 14,164
<INTEREST-INCOME> 2,734
<OTHER-INCOME> 0
<EXPENSES-NET> 6,241
<NET-INVESTMENT-INCOME> 10,657
<REALIZED-GAINS-CURRENT> 208,112
<APPREC-INCREASE-CURRENT> 75,122
<NET-CHANGE-FROM-OPS> 293,891
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 947,252
<ACCUMULATED-NII-PRIOR> 4,495
<ACCUMULATED-GAINS-PRIOR> 46,073
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,817
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,241
<AVERAGE-NET-ASSETS> 1,153,713
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .54
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the AMT
Guardian Investments Annual Report and is qualified in its entirety by reference
to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 08
<NAME> AMT GUARDIAN INVESTMENTS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 564
<INVESTMENTS-AT-VALUE> 582
<RECEIVABLES> 1
<ASSETS-OTHER> 26
<OTHER-ITEMS-ASSETS> 10
<TOTAL-ASSETS> 619
<PAYABLE-FOR-SECURITIES> 25
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 30
<TOTAL-LIABILITIES> 55
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 550
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (3)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18
<NET-ASSETS> 564
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1
<OTHER-INCOME> 0
<EXPENSES-NET> (4)
<NET-INVESTMENT-INCOME> (3)
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> 18
<NET-CHANGE-FROM-OPS> 14
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 564
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4
<AVERAGE-NET-ASSETS> 289
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 9.53<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
Annualized.
</FN>

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the AMT
Mid-Cap Growth Investments Annual Report and is qualified in its entirety by
reference to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 09
<NAME> AMT MID-CAP GROWTH INVESTMENTS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,992
<INVESTMENTS-AT-VALUE> 2,064
<RECEIVABLES> 0
<ASSETS-OTHER> 26
<OTHER-ITEMS-ASSETS> 5
<TOTAL-ASSETS> 2,095
<PAYABLE-FOR-SECURITIES> 490
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 31
<TOTAL-LIABILITIES> 521
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,486
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (3)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 18
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 73
<NET-ASSETS> 1,574
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2
<OTHER-INCOME> 0
<EXPENSES-NET> (5)
<NET-INVESTMENT-INCOME> (3)
<REALIZED-GAINS-CURRENT> 18
<APPREC-INCREASE-CURRENT> 73
<NET-CHANGE-FROM-OPS> 88
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,574
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5
<AVERAGE-NET-ASSETS> 495
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 5.92<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
Annualized.
</FN>

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 07
<NAME> AMT INTERNATIONAL INVESTMENTS
<MULTIPLIER> 1,000

</TABLE>