NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST, 485APOS, 1999-03-02

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
485APOS, 1999-03-02

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As filed with the Securities and Exchange Commission on March 2, 1999
Registration No. 2-88566
Investment Company Act File No. 811-4255
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No.
Post-Effective Amendment No. 29 x

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 29 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)
<TABLE>
<S> <C> <C> <C>
[ ] Immediately upon filing pursuant to [ ] on _________ pursuant to paragraph (b)
paragraph (b)

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

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

[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
</TABLE>

1 Registrant is a "master/feeder fund." This Post-Effective Amendment
No. 29 includes a signature page for the master fund, Advisers
Managers Trust.

<PAGE>
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

Contents of Registration Statement
----------------------------------

This Post Effective Amendment No. 29 to the Registration Statement of the
Neuberger Berman Advisers Management Trust consists of the following documents:

Cover Sheet
Contents of Registration Statement
Advisers Management Trust
- Part A - Joint Prospectus
- Part B - Statement of Additional Information
- Part C - Other Information and Signature Page
Exhibit Index
Exhibits

<PAGE>

[LOGO]

NEUBERGER BERMAN

ADVISERS MANAGEMENT TRUST

JOINT PROSPECTUS MAY 1, 1999

THESE FUNDS:

- - ARE OFFERED TO LIFE INSURANCE COMPANIES TO SERVE AS INVESTMENT VEHICLES
UNDER THEIR VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS (AND,
IN THE CASE OF BALANCED PORTFOLIO, ARE ALSO OFFERED TO QUALIFIED PENSION
AND RETIREMENT PLANS)

- - ARE DESIGNED FOR INVESTORS WITH LONG-TERM GOALS IN MIND

- - OFFER YOU THE OPPORTUNITY TO PARTICIPATE IN FINANCIAL MARKETS THROUGH
PROFESSIONALLY MANAGED STOCK, BOND, AND MONEY MARKET PORTFOLIOS

- - USE A MASTER/FEEDER STRUCTURE IN THEIR PORTFOLIOS; SEE "PORTFOLIO
STRUCTURE" FOR INFORMATION ON HOW IT WORKS

- - CARRY CERTAIN RISKS, INCLUDING THE RISK THAT YOU COULD LOSE MONEY IF FUND
SHARES ARE WORTH LESS THAN WHAT YOU PAID

- - ARE MUTUAL FUNDS, NOT BANK DEPOSITS, AND ARE NOT GUARANTEED OR INSURED

PORTFOLIO MANAGEMENT

All of the Neuberger Berman Advisers Management Trust Portfolios are managed by
Neuberger Berman Management Inc., in conjunction with Neuberger Berman, LLC, as
sub-adviser. Together, the firms manage more than $55 billion in total assets as
of 12/31/99 and continue an asset management history that began in 1939.

RISK INFORMATION

In certain cases, the investments for these portfolios are managed by the
same individual(s) who manage one or more other Neuberger Berman mutual funds
that have similar names, objectives, and investment styles as a portfolio.
You should be aware that the portfolios are likely to differ from these other
mutual funds in size, cash flow pattern, and tax matters. Accordingly, the
holdings and performance of these portfolios can be expected to vary from
those of the other mutual funds.

This prospectus discusses principal risks of investment in portfolio shares.
These and other risks are discussed in detail in the Statement of Additional
Information (see back cover). If you are buying a variable contract, you
should also read the contract's prospectus.

The Securities and Exchange Commission does not say whether any mutual fund is a
good or bad investment or whether the information in any prospectus is accurate
or complete. It is unlawful for anyone to indicate otherwise.

CONTENTS
- --------------------------------------------------
THE PORTFOLIOS
<S> <C>
Balanced Portfolio . . . . . . . . . . . . . . . 2

Growth Portfolio . . . . . . . . . . . . . . . . 6

Guardian Portfolio . . . . . . . . . . . . . . .10

Mid-Cap Growth Portfolio . . . . . . . . . . . .14

Partners Portfolio . . . . . . . . . . . . . . .18

Socially Responsive Portfolio. . . . . . . . . .22

International Portfolio. . . . . . . . . . . . .25

Limited Maturity Bond Portfolio. . . . . . . . .28

Liquid Asset Portfolio . . . . . . . . . . . . .32

YOUR INVESTMENT

Buying and Selling Portfolio Shares. . . . . . .36

Share Prices . . . . . . . . . . . . . . . . . .36

Portfolio Structure. . . . . . . . . . . . . . .37

Distributions and Taxes. . . . . . . . . . . . .37
</TABLE>

<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
BALANCED PORTFOLIO
- --------------------------------------------------------------------------------

"BY KEEPING MOST OF THE PORTFOLIO'S ASSETS INVESTED IN THE MID-CAP SEGMENT OF
THE STOCK MARKET, THE PORTFOLIO SEEKS LONG-TERM GROWTH, WHILE SUBSTANTIAL
INVESTMENT IN THE SHORT-TERM BOND MARKET HAS THE POTENTIAL TO REDUCE RISK WHILE
ADDING TO INCOME."

GOAL & STRATEGY
- --------------------------------------------------------------------------------
THE PORTFOLIO SEEKS GROWTH OF CAPITAL AND REASONABLE CURRENT INCOME WITHOUT
UNDUE RISK TO PRINCIPAL.

To pursue these goals, the portfolio allocates its assets between stocks --
primarily those of mid-capitalization companies -- and short-term fixed-income
securities from U.S. government and corporate issuers. The portfolio seeks to
reduce risk by diversifying among many issuers and different types of
securities.

The managers may allocate anywhere from 50% to 70% of assets to stock
investments, with the balance allocated to bond investments (at least 25%) and
operating cash. In determining the portfolio's allocation, the managers consult
with senior management of the adviser and sub-adviser.

In selecting stocks, the managers look for fast-growing companies in emerging or
rapidly evolving industries whose characteristics may include one or more of the
following:

- - above-average growth of earnings

- - earnings that have exceeded analysts' expectations

- - financial strength

- - a strong competitive position

- - a reasonable stock price in light of the company's growth rate

The portfolio's fixed-income securities consist mainly of investment-grade bonds
and other debt securities from U.S. government and corporate issuers, and may
include mortgage- and asset-backed securities. Although the portfolio may invest
in securities of any maturity, it normally maintains an average portfolio
duration of four years or less. In selecting fixed-income securities, the
managers monitor national trends, looking for securities that appear relatively
underpriced or appear likely to have their credit ratings raised.

- --------------------------------------------------------------------------------
ASSET ALLOCATION
- --------------------------------------------------------------------------------

Studies of performance and volatility indicate that balanced portfolios of
stocks and fixed-income securities can approach stock market performance while
experiencing lower volatility. The first step in an allocation strategy is to
determine how assets should be divided among investment categories. Selecting
appropriate investments within those categories is a second step.

- --------------------------------------------------------------------------------
MID-CAP STOCKS
- --------------------------------------------------------------------------------

Mid-cap stocks have historically shown risk/return characteristics that are in
between those of small- and large-cap stocks. Their prices can rise and fall
substantially, although they have the potential to offer comparatively
attractive long-term returns.

Mid-caps are less widely followed on Wall Street than large-caps, which can make
it comparatively easier to find attractive stocks that are not overpriced.

2 Balanced Portfolio
<PAGE>

MAIN RISKS
- --------------------------------------------------------------------------------

Most of the portfolio's performance depends on what happens in the stock and
bond markets. The behavior of these markets is unpredictable, particularly in
the short term. The value of your investment will rise and fall, and you could
lose money.

By focusing on mid-cap stocks, the portfolio is subject to their risks,
including the risk its holdings may:

- - fluctuate more widely in price than the market as a whole

- - underperform other types of stock when the market or the economy is not
robust

- - fall in price or be difficult to sell during market downturns

Because the prices of most growth stocks may be based on future expectations,
these stocks tend to be more sensitive than value stocks to bad economic news
and negative earnings surprises. While the prices of any type of stock can
rise and fall rapidly, growth stocks in particular may underperform during
periods when the market favors value stocks. The portfolio's performance may
also suffer if certain stocks do not perform as the portfolio managers
expected. To the extent that the managers sell stocks before they reach their
market peak, the portfolio may miss out on opportunities for higher
performance.

Most of the performance of the bond portion of the portfolio depends on what
happens in the investment-grade bond market. The portfolio's yield and total
return on its fixed-income securities will typically fall when interest rates
rise. The portfolio sensitivity to this risk will increase with any increase in
the portfolio's duration.

A credit downgrade or default that affected any of the portfolio's securities
would adversely affect the portfolio's performance, as would unexpected interest
rate trends that cause mortgage- or asset-backed securities to be paid off
substantially earlier or later than expected.

The portfolio's performance may also suffer if certain investments or asset
allocations do not perform as portfolio managers expected.

- --------------------------------------------------------------------------------
OTHER RISKS
- --------------------------------------------------------------------------------

The portfolio may use certain practices and securities involving additional
risks.

Borrowing, securities lending and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements.

The use of certain derivatives to hedge interest rate risk or produce income
could affect portfolio performance if the derivatives do not perform as
expected.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

Through active trading, the portfolio may have a high turnover rate, which can
mean lower performance due to increased brokerage costs.

When the portfolio anticipates unusual market or other conditions, it may
temporarily depart from its goal and invest substantially in high-quality
short-term securities. This could help the portfolio avoid losses but may mean
lost opportunities.

3 Balanced Portfolio
<PAGE>

PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart below shows how the portfolio's performance has varied from one
year to another. The table below the chart shows what the return would equal if
you averaged out actual performance over various lengths of time. This
information is based on past performance; it's not a prediction of future
results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- ----------------------------------------------------------------------------------------------------
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.95 22.68 8.06 6.45 -3.36 23.76 6.89 19.45 12.18
- ----------------------------------------------------------------------------------------------------
</TABLE>

- - BEST QUARTER: Q4 '98, UP 16.55% - WORST QUARTER: Q3 '98, DOWN 12.97%
YEAR-TO-DATE PERFORMANCE AS OF 3/31/99: UP 00.00%
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98
- --------------------------------------------------------------------------------
Since
Inception
1 Year 5 Years 2/28/89
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCED PORTFOLIO 12.18 11.37 11.30
Russell Midcap Growth Index 17.86 17.34 17.01
Merrill Lynch 1-3 Year Treasury Index 00.00 00.00 00.00
S&P 500 Index 28.52 24.02 19.06
- --------------------------------------------------------------------------------
</TABLE>

The Russell Midcap Growth is an unmanaged index of U.S. mid-cap growth stocks.
The Merrill Lynch 1-3 Year Treasury Index is an unmanaged index of U.S. Treasury
securities.
The S&P 500 is an unmanaged index of U.S. stocks.
- --------------------------------------------------------------------------------
PERFORMANCE MEASURES
- --------------------------------------------------------------------------------

The information at left provides different measures of the portfolio's total
return. Total return includes the effect of distributions as well as changes in
share price, if any should occur. The figures assume that all distributions were
reinvested in the portfolio, and include all portfolio expenses.

As a frame of reference, the table includes two broad-based market indices as
well as a more focused index of mid-cap growth stocks. The portfolio's
performance figures include all of its expenses; the indices do not include
costs of investment.

INVESTOR EXPENSES
- --------------------------------------------------------------------------------

The portfolio charges no fees for buying, selling, or exchanging shares, or for
maintaining an account. Your only portfolio cost is your share of annual
operating expenses. You may, however, have additional insurance expenses in
connection with your variable contract.

FEE TABLE
- --------------------------------------------------------------------------------
SHAREHOLDER FEES None
- --------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES (% of average net assets)*
<S> <C>
These are deducted from portfolio assets, so you pay them indirectly.
Management/administration fees 0.00
PLUS: Distribution (12b-1) fees none
Other expenses 0.00
----
EQUALS: Total annual operating expenses 0.00
- --------------------------------------------------------------------------------
</TABLE>

EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

The example assumes that you invested $10,000 for the periods shown, that you
earned a hypothetical 5% total return each year, and that the portfolio's
expenses were unchanged. Your costs would be the same whether you sold your
shares or continued to hold them at the end of each period. Actual performance
and expenses may be higher or lower.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses** $000 $000 $000 $000
- --------------------------------------------------------------------------------
</TABLE>

* THE FIGURES IN THE TABLE ARE BASED ON LAST YEAR'S EXPENSES. ACTUAL EXPENSES
THIS YEAR MAY BE HIGHER OR LOWER. THE TABLE INCLUDES COSTS PAID BY THE
PORTFOLIO AND ITS SHARE OF MASTER PORTFOLIO COSTS. FOR MORE INFORMATION ON
MASTER/FEEDER FUNDS, SEE "PORTFOLIO STRUCTURE".

** UNDER THE PORTFOLIO'S EXPENSE REIMBURSEMENT ARRANGEMENT DESCRIBED IN THE
STATEMENT OF ADDITIONAL INFORMATION, YOUR COSTS FOR THE ONE-, THREE-,
FIVE-, AND TEN-YEAR PERIODS WOULD BE THE SAME AS SHOWN HERE.

4 Balanced Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------

Year Ended December 31, 1994 1995 1996 1997 1998
- --------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data have been computed based on the average number of shares outstanding.throughout each year indicated.
You can see what the portfolio earned (or lost), what it distributed to investors, and how its share
price changed.
<S> <C> <C> <C> <C> <C> <C>
Share price (NAV)at beginning of year 15.62 14.51 17.52 15.92 17.80
PLUS: Income from investment operations
Net investment income 0.30 0.32 0.34 0.36 0.29
Net gains/losses -- realized and unrealized (0.80) 3.06 0.75 2.59 1.62
SUBTOTAL: INCOME FROM INVESTMENT OPERATIONS (0.50) 3.38 1.09 2.95 1.91
MINUS: Distributions to shareholders
Income dividends 0.23 0.28 0.41 0.30 0.42
Capital gain distributions 0.38 0.09 2.28 0.77 2.95
SUBTOTAL: DISTRIBUTIONS TO SHAREHOLDERS 0.61 0.37 2.69 1.07 3.37
----------------------------------------------
EQUALS: Share price (NAV) at end of year 14.51 17.52 15.92 17.80 16.34

- ---------------------------------------------------------------------------------------------------------
<CAPTION>
RATIOS (% of average net assets)

The ratios show the portfolio's expenses and net investment income, as they actually are as well as how
they would have been if certain expense offset arrangements had not been in effect.
<S> <C> <C> <C> <C> <C>
Net expenses -- actual 0.91 0.99 1.09 1.04 1.03
Expenses(1) -- 0.99 1.09 1.04 1.03
Net investment income -- actual 1.91 1.99 1.84 2.07 1.84

- ---------------------------------------------------------------------------------------------------------
<CAPTION>
OTHER DATA

Total return shows how an investment in the portfolio would have performed over each period, assuming all
distributions were reinvested. The turnover rate reflects how actively the portfolio bought and
sold securities.
<S> <C> <C> <C> <C> <C>
Total return(2) (%) (3.36) 23.76 6.89 19.45 12.18
Net assets at end of year ($ x 1,000,000) 179.3 144.4 173.2 161.9 177.6
Portfolio turnover rate (%) 55 76(3) 87 103 71
- ---------------------------------------------------------------------------------------------------------
</TABLE>

The figures above have been audited by _______________________, the portfolio's
independent auditors. Their report, including full financial statements, appears
in the portfolio's most recent shareholder report (see back cover).

(1) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS. THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.

(2) DOES NOT REFLECT CHARGES AND OTHER EXPENSES THAT APPLY TO THE SEPARATE
ACCOUNT OR THE RELATED INSURANCE POLICIES. QUALIFIED PLANS THAT ARE DIRECT
SHAREHOLDERS OF THE PORTFOLIO ARE NOT AFFECTED BY INSURANCE-RELATED
EXPENSES.

(3) REFLECTS THE PORTFOLIO'S OWN TURNOVER RATE OF 21% PRIOR TO THE DATE IT
JOINED ITS SERIES, APRIL 28, 1995 AND REFLECTS THE SERIES' TURNOVER RATE OF
55% FROM THAT DATE ON.

- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------

THEODORE P. GIULIANO, a Vice President and Director of Neuberger Berman
Management and a principal of Neuberger Berman, LLC, is the manager of the Fixed
Income Group of Neuberger Berman, which he helped establish in 1984. He has
co-managed the portfolio's assets since its inception.

CATHERINE WATERWORTH, a Vice President of Neuberger Berman Management, has
co-managed the portfolio's debt securities investments since joining the firm
in December 1998. She was a managing director of a major investment firm from
1995-98 and a senior officer at another firm prior to that.

JENNIFER K. SILVER is a Vice President of Neuberger Berman Management and a
principal of Neuberger Berman, LLC. Currently the Director of the Growth Equity
Group, she has been co-manager of the portfolio's equity investments since
joining the firm in 1997. From 1981 to 1997, she was an analyst and a portfolio
manager at another firm.

BROOKE A. COBB is a Vice President of Neuberger Berman Management. He has been
co-manager of the portfolio's equity investments since joining the firm in 1997.
From 1972 to 1997, he was a portfolio manager at several other firms.

NEUBERGER BERMAN MANAGEMENT is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/98,
the management/ administrative fees paid to Neuberger Berman Management were
0.85% of average daily net assets.

The portfolio's management agreements are contracts and may be altered under
certain circumstances. Neuberger Berman Management has agreed to limit the
portfolio's annual operating expenses when certain expenses exceed a specified
limit. This agreement is voluntary and may be terminated. See the Statement of
Additional Information for more details.

5 Balanced Portfolio
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
GROWTH PORTFOLIO
- --------------------------------------------------------------------------------

"WITHOUT QUESTION, WE ARE GROWTH INVESTORS. WE LOOK FOR COMPANIES THAT WE THINK
WILL DELIVER POSITIVE EARNINGS SURPRISES, PARTICULARLY THOSE WITH THE POTENTIAL
TO DO SO CONSISTENTLY. IDEALLY, WE WANT TO IDENTIFY COMPANIES THAT WILL SOMEDAY
RANK AMONG THE FORTUNE 500."

GOAL & STRATEGY
- --------------------------------------------------------------------------------
THE PORTFOLIO SEEKS GROWTH OF CAPITAL.

To pursue this goal, the portfolio invests mainly in common stocks of mid-
capitalization companies. The portfolio seeks to reduce risk by diversifying
among many companies and industries. The managers look for fast-growing
companies that are in emerging or rapidly evolving industries.

Factors in identifying these firms may include:

- - above-average growth of earnings

- - earnings that have exceeded analysts' expectations

The managers may also look for other characteristics in a company, such as
financial strength, a strong position relative to competitors or a stock price
that is reasonable in light of its growth rate. The managers follow a
disciplined selling strategy, and may drop a stock from the portfolio when it
reaches a target price, fails to perform as expected, or appears substantially
less desirable than another stock.

The portfolio has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

- --------------------------------------------------------------------------------
MID-CAP STOCKS
- --------------------------------------------------------------------------------

Mid-caps are less widely followed on Wall Street than large-caps, which can make
it comparatively easier to find attractive stocks that are not overpriced.

- --------------------------------------------------------------------------------
GROWTH INVESTING
- --------------------------------------------------------------------------------

For growth investors, the aim is to invest in companies that are already
successful but could be even more so. Often, these stocks are in emerging or
rapidly growing industries. While most growth stocks are known to investors,
they may not yet have reached their full potential. The growth investor looks
for reasons for continued success.

6 Growth Portfolio
<PAGE>

MAIN RISKS
- --------------------------------------------------------------------------------

By focusing on mid-cap stocks, the portfolio is subject to their risks,
including the risk its holdings may:

- - fluctuate more widely in price than the market as a whole

- - underperform other types of stocks when the market or the economy is not
robust

- - fall in price or be difficult to sell during market downturns

The portfolio's performance may also suffer if certain stocks do not perform as
the portfolio managers expected. To the extent that the managers sell stocks
before they reach their market peak, the portfolio may miss out on opportunities
for higher performance. Through active trading, the portfolio may have a high
turnover rate, which can mean lower performance due to increased brokerage
costs.

- --------------------------------------------------------------------------------
OTHER RISKS
- --------------------------------------------------------------------------------

The portfolio may use certain practices and securities involving additional
risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the portfolio anticipates unusual market or other conditions, it may
temporarily depart from its goal and invest substantially in high-quality short-
term investments. This could help the portfolio avoid losses but may mean lost
opportunities.

7 Growth Portfolio
<PAGE>

PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart below shows how the portfolio's performance has varied from one
year to another. The table below the chart shows what the return would
equal if you averaged out actual performance over various lengths of time. This
information is based on past performance; it's not a prediction of
future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- ----------------------------------------------------------------------------------------------------
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
29.47 -8.19 29.73 9.54 6.79 -4.99 31.73 9.14 29.01 15.53
- ----------------------------------------------------------------------------------------------------
</TABLE>

- - BEST QUARTER: Q4 '98, UP 27.07% - WORST QUARTER: Q3 '98, DOWN 21.39%
Year-to-date performance as of 3/31/99: up 00.00%
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
GROWTH PORTFOLIO 15.53 15.28 13.89
Russell Midcap Growth Index 17.86 17.34 17.30
S&P 500 Index 28.52 24.02 19.16
</TABLE>

The Russell Midcap Growth is an unmanaged index of U.S. mid-cap growth stocks.
The S&P 500 is an unmanaged index of U.S. stocks.

- --------------------------------------------------------------------------------
PERFORMANCE MEASURES
- --------------------------------------------------------------------------------

The information on this page provides different measures of the portfolio's
total return. Total return includes the effect of distributions as well as
changes in share price. The figures assume that all distributions were
reinvested in the fund.

As a frame of reference, the table includes a broad-based market index as well
as a more focused index of mid-cap growth stocks. The portfolio's performance
figures include all of its expenses; the indices do not include costs of
investment.

Because the portfolio had a policy of investing in stocks of all
capitalizations and used a comparatively more value-oriented investment
approach prior to July 1997, its performance prior to that date would have
been different if current policies had been in effect.

8 Growth Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------------

Year Ended December 31, 1994 1995 1996 1997 1998
- ------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)

Data have been computed based on the average number of shares outstanding throughout each year indicated. You
can see what the portfolio earned (or lost), what it distributed to investors, and how its share
price changed.
<S> <C> <C> <C> <C> <C>
Share price (NAV)at beginning of year 24.28 20.31 25.86 25.78 30.54
PLUS: Income from investment operations
Net investment income (loss) 0.07 0.01 (0.07) (0.03) (0.10)
Net gains/losses -- realized and unrealized (1.11) 6.26 2.34 7.06 4.12
SUBTOTAL: INCOME FROM INVESTMENT OPERATIONS (1.04) 6.27 2.27 7.03 4.02
MINUS: Distributions to shareholders
Income dividends 0.12 0.05 0.01 -- --
Capital gain distributions 2.81 0.67 2.34 2.27 8.27
SUBTOTAL: DISTRIBUTIONS TO SHAREHOLDERS 2.93 0.72 2.35 2.27 8.27
---------------------------------------------
EQUALS: Share price (NAV) at end of year 20.31 25.86 25.78 30.54 26.29

- ------------------------------------------------------------------------------------------------------------
<CAPTION>

RATIOS (% of average net assets)

The ratios show the portfolio's expenses and net investment income (loss), as they actually are as well
as how they would have been if certain expense offset arrangements had not been in effect.
<S> <C> <C> <C> <C> <C>
Net expenses -- actual 0.84 0.90 0.92 0.90 0.92
Expenses(1) -- 0.90 0.92 0.90 0.92
Net investment income (loss) -- actual 0.26 0.04 (0.30) (0.11) (0.41)
- -------------------------------------------------------------------------------------------------------------

OTHER DATA

Total return shows how an investment in the portfolio would have performed over each period, assuming all
distributions were reinvested. The turnover rate reflects how actively the portfolio bought and
sold securities.
<S> <C> <C> <C> <C> <C>
Total return(2) (%) (4.99) 31.73 9.14 29.01 15.53
Net assets at end of year ($ x 1,000,000) 369.3 537.8 566.4 583.7 616.4
Portfolio turnover rate (%) 46 44(3) 57 113 83
- --------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Shows what expenses would have been if there had been no expense offset
arrangements. This calculation is required for all periods ending after
9/1/95.

(2) Does not reflect charges and other expenses that apply to the separate
account or the related insurance policies.

(3) Reflects the portfolio's own turnover rate of 9% prior to the date it
joined its series, April 28, 1995 and reflects the series' turnover rate of
35% from that date on.

- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------

JENNIFER K. SILVER is a Vice President of Neuberger Berman Management and a
principal of Neuberger Berman, LLC. Currently the Director of the Growth Equity
Group, she has been co-manager of the portfolio since joining the firm in 1997.
From 1981 to 1997, she was an analyst and a portfolio manager at another firm.

BROOKE A. COBB is a Vice President of Neuberger Berman Management. He has been
co-manager of the portfolio since joining the firm in 1997. From 1972 to 1997,
he was a portfolio manager at several other firms.

NEUBERGER BERMAN MANAGEMENT is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/98,
the management/administration fees paid to Neuberger Berman Management were
0.83% of average daily net assets.

9 Growth Portfolio
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
GUARDIAN PORTFOLIO
- --------------------------------------------------------------------------------

"WITH GUARDIAN PORTFOLIO WE LOOK FOR ESTABLISHED COMPANIES THAT ARE EITHER
'UNDER A ROCK' OR 'UNDER A CLOUD' -- MEANING THAT THEY'RE EITHER NOT WELL
FOLLOWED ON WALL STREET OR THEY'RE TEMPORARILY OUT OF FAVOR WITH OTHER
INVESTORS. IT'S VERY MUCH A CLASSIC VALUE APPROACH."

GOAL & STRATEGY
- --------------------------------------------------------------------------------
THE PORTFOLIO SEEKS LONG-TERM GROWTH OF CAPITAL; CURRENT INCOME IS A SECONDARY
GOAL.

To pursue these goals, the portfolio invests mainly in common stocks of
large-capitalization companies. Because the managers tend to find that
undervalued stocks may be more common in certain sectors of the economy at a
given time, the portfolio may emphasize those sectors.

The portfolio seeks to reduce risk by diversifying among a large number of
companies across many different industries and economic sectors, and by managing
its overall exposure to a wide variety of risk factors.

The managers look for well-managed companies whose stock prices are undervalued.

Factors in identifying these firms may include:

- - solid balance sheets

- - above-average returns

- - low price-to-earnings ratios

- - consistent earnings

The portfolio managers consider portfolio level risk management when they
choose investments. They do this by evaluating whether there is a buildup of
different types of risk in the portfolio due to interrelationship of
investments. Through this process, the managers attempt to identify whether
the portfolio, while diversified, is comprised of industries and sectors that
may be affected by common external factors.

The portfolio has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

- --------------------------------------------------------------------------------
LARGE-CAP STOCKS
- --------------------------------------------------------------------------------

Large companies are usually well-established. They may have a variety of
products and business lines and a sound financial base that can help them
weather bad times. Compared to smaller companies, large companies can be less
responsive to changes and opportunities.

At the same time, their returns have sometimes lead those of smaller companies,
often with lower volatility.

The portfolio managers consider portfolio level risk management when they
choose investments. They do this by evaluating whether there is a buildup of
different types of risk in the portfolio due to interrelationship of
investments. Through this process, the managers attempt to identify whether the
portfolio, while diversified, is comprised of industries and sectors that may
be affected by common external factors.

- --------------------------------------------------------------------------------
VALUE INVESTING
- --------------------------------------------------------------------------------

At any given time, there are companies whose stock prices are below the market
average, based on earnings, book value, or other financial measures. The value
investor examines these companies, searching for those that may rise in price
as other investors realize their worth.

10 Guardian Portfolio
<PAGE>

MAIN RISKS
- --------------------------------------------------------------------------------

At times, large-cap stocks may lag other types of stocks in performance, which
could cause the portfolio to perform less well than certain other mutual funds.
While they may at times be less risky than small-cap stocks, large-cap stocks
may perform better or less well over time.

To the extent that a value approach dictates an emphasis on certain sectors of
the market at any given time, the portfolio's performance is likely to be
disproportionately affected by the economic, market, and other developments that
may influence those sectors. The portfolio's performance may also suffer if a
sector does not perform as the portfolio managers expected.

With a value approach, there is also the risk that stocks may remain undervalued
during a given period. This may happen because value stocks as a category lose
favor with investors compared to growth stocks or because the managers failed to
anticipate which stocks or industries would benefit from changing market or
economic conditions.

- --------------------------------------------------------------------------------
OTHER RISKS
- --------------------------------------------------------------------------------

The portfolio may use certain practices and securities involving additional
risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements.

In using certain derivatives to gain stock market exposure for excess cash
holdings, the portfolio increases its risk of loss. Although they may add
diversification, foreign securities can be riskier, because foreign markets tend
to be more volatile and currency exchange rates fluctuate.

When the portfolio anticipates unusual market or other conditions, it may
temporarily depart from its goal and invest substantially in high-quality
short-term investments. This could help the portfolio avoid losses but may mean
lost opportunities.

11 Guardian Portfolio
<PAGE>

PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart below shows the portfolio's performance for its first full
calendar year. The table below the chart compares the portfolio's return to that
of a broad-based market index. This information is based on past performance;
it's not a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- ----------------------------------------------------------------------------------------------------
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31.67
- ----------------------------------------------------------------------------------------------------
</TABLE>

- - BEST QUARTER: Q1 '98, UP 31.76% - WORST QUARTER: Q3 '98, DOWN 22.27%
Year-to-date performance as of 3/31/99: up 00.00%
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98
- --------------------------------------------------------------------------------
Since
Inception
1 Year 11/3/97
- --------------------------------------------------------------------------------
<S> <C> <C>
GUARDIAN PORTFOLIO 31.67 32.20
S&P 500 Index 28.52 31.14
Russell 1000 Index

The S&P 500 and the Russell 1000 are unmanaged indices of U.S. stocks.
- --------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
PERFORMANCE MEASURES
- --------------------------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index. The
portfolio's performance figures include all of its expenses; the index does not
include costs of investment.

12 Guardian Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Year Ended December 31, 19971 1998
- --------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data have been computed based on the average number of shares
outstanding.throughout each year indicated. You can see what the portfolio
earned (or lost), what it distributed to investors, and how its share price
changed.
<S> <C> <C>
Share price (NAV)at beginning of year 10.00 10.52
PLUS: Income from investment operations
Net investment income 0.01 0.11
Net gains/losses -- realized and unrealized 0.51 3.22(2)
SUBTOTAL: INCOME FROM INVESTMENT OPERATIONS 0.52 3.33
MINUS: Distributions to shareholders
Income dividends -- 0.01
SUBTOTAL: DISTRIBUTIONS TO SHAREHOLDERS -- 0.01
----------------------
EQUALS: Share price (NAV) at end of year 10.52 13.84
- --------------------------------------------------------------------------------
<CAPTION>
RATIOS (% of average net assets)

The ratios show the portfolio's expenses and net investment income, as they
actually are as well as how they would have been if certain expense
reimbursement and offset arrangements had not been in effect.
<S> <C> <C>
Net expenses -- actual 1.00(3) 1.00
Gross expenses(4) 30.06(3) 1.14
Expenses(5) 1.06(3) 1.00
Net investment income -- actual 0.98(3) 0.80
- --------------------------------------------------------------------------------

OTHER DATA

Total return shows how an investment in the portfolio would have performed over
each period, assuming all distributions were reinvested. The turnover rate
reflects how actively the portfolio bought and sold securities.
<S> <C> <C>
Total return(6) (%) 5.20(7) 31.67
Net assets at end of year ($ x 1,000,000) 0.67 4.1
Portfolio turnover rate (%) 12 197
- --------------------------------------------------------------------------------
</TABLE>

(1) Period from 11/3/97 (beginning of operations) to 12/31/97.

(2) May not accord with the change in aggregate gains and losses in securities
for the fiscal period because of the timing of sales and repurchases of
portfolio shares in relation to fluctuating market values of the portfolio.

(3) Annualized.

(4) Shows what this ratio would have been if there had been no expense
reimbursement.

(5) Shows what expenses would have been if there had been no expense offset
arrangements.

(6) Does not reflect charges and other expenses that apply to the separate
account or the related insurance policies.

(7) Not annualized.

- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------

KEVIN L. RISEN AND ALLAN R. WHITE III are Vice Presidents of Neuberger Berman
Management and principals of Neuberger Berman, LLC. Risen has co-managed the
portfolio's assets since its inception. He joined Neuberger Berman in 1992 as an
analyst, and has been a portfolio manager since 1995. White has been co-manager
of the portfolio since September 1998, when he joined the firm. From 1989 to
1998 he was a portfolio manager at another firm.

NEUBERGER BERMAN MANAGEMENT is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/98,
the management/administration fees paid to Neuberger Berman Management were
0.85% of average daily net assets.

13 Guardian Portfolio
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
MID-CAP GROWTH PORTFOLIO
- --------------------------------------------------------------------------------

GOAL & STRATEGY
- --------------------------------------------------------------------------------
THE PORTFOLIO SEEKS GROWTH OF CAPITAL.

To pursue this goal, the portfolio invests mainly in common stocks of
mid-capitalization companies. The portfolio seeks to reduce risk by diversifying
among many companies and industries. The managers look for fast-growing
companies that are in emerging or rapidly evolving industries.

Factors in identifying these firms may include:

- - above-average growth of earnings

- - earnings that have exceeded analysts' expectations

The managers may also look for other characteristics in a company, such as
financial strength, a strong position relative to competitors and a stock price
that is reasonable in light of its growth rate. The managers follow a
disciplined selling strategy, and may drop a stock from the portfolio when it
reaches a target price, fails to perform as expected, or appears substantially
less desirable than another stock.

The portfolio has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

- --------------------------------------------------------------------------------
MID-CAP STOCKS
- --------------------------------------------------------------------------------

Mid-caps are less widely followed on Wall Street than large-caps, which can make
it comparatively easier to find attractive stocks that are not overpriced.

- --------------------------------------------------------------------------------
GROWTH INVESTING
- --------------------------------------------------------------------------------

14 Mid-Cap Growth Portfolio
<PAGE>

MAIN RISKS
- --------------------------------------------------------------------------------

Most of the portfolio's performance depends on what happens in the stock market.
The market's behavior is unpredictable, particularly in the short term. Because
of this, the value of your investment will rise and fall, and you could lose
money. By focusing on mid-cap stocks, the portfolio is subject to their risks,
including the risk its holdings may:

- - fluctuate more widely in price than the market as a whole

- - underperform other types of stocks when the market or the economy is not
robust

- - fall in price or be difficult to sell during market downturns

Because the prices of most growth stocks are based on future expectations, these
stocks tend to be more sensitive than value stocks to bad economic news and
negative earnings surprises. While the prices of any type of stock can rise and
fall rapidly, growth stocks in particular may underperform during periods when
the market favors value stocks.

- --------------------------------------------------------------------------------
OTHER RISKS
- --------------------------------------------------------------------------------

The portfolio may use certain practices and securities involving additional
risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the portfolio anticipates unusual market or other conditions, it may
temporarily depart from its goal and invest substantially in high-quality
short-term investments. This could help the portfolio avoid losses but may mean
lost opportunities.

15 Mid-Cap Growth Portfolio
<PAGE>

PERFORMANCE
- --------------------------------------------------------------------------------

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- ----------------------------------------------------------------------------------------------------
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
39.28
- ----------------------------------------------------------------------------------------------------
</TABLE>

- - BEST QUARTER: Q4 '98, up 32.73% - WORST QUARTER: Q3 '98, down 16.76%
YEAR-TO-DATE PERFORMANCE AS OF 3/31/99: UP 00.00%
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL % RETURNS AS OF 12/31/98
- --------------------------------------------------------------------------------
Since
Inception
1 Year 11/3/97
- --------------------------------------------------------------------------------
<S> <C> <C>
MID-CAP GROWTH PORTFOLIO 39.28 52.18
S&P 400/BARRA Growth Index 34.86 31.64
</TABLE>

The S&P Midcap 400/BARRA Growth Index is an unmanaged index of U.S. mid-cap
growth stocks.

- --------------------------------------------------------------------------------
PERFORMANCE MEASURES
- --------------------------------------------------------------------------------

16 MID-CAP GROWTH PORTFOLIO
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------

Year Ended December 31, 1997(1) 1998
- --------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data have been computed based on the average number of shares outstanding throughout each
year indicated. You can see what the portfolio earned (or lost), what it distributed to
investors, and how its share price changed.
<S>
Share price (NAV)at beginning of year 10.00 11.72
PLUS: Income from investment operations
Net investment income (loss) 0.01 (0.03)
Net gains/losses -- realized and unrealized 1.71 4.61
SUBTOTAL: INCOME FROM INVESTMENT OPERATIONS 1.72 4.58
MINUS: Distributions to shareholders
Income dividends -- 0.01
Capital gain distributions -- 0.07
SUBTOTAL: DISTRIBUTIONS TO SHAREHOLDERS -- 0.08
EQUALS: Share price (NAV) at end of year 11.72 16.22
- ----------------------------------------------------------------------------------------------

RATIOS (% of average net assets)

The ratios show the portfolio's expenses and net investment income (loss), as they actually
are as well as how they would have been if certain expense reimbursement and offset
arrangements had not been in effect.
<S> <C> <C>
Net expenses -- actual 1.00(2) 1.00
Gross expenses(3) 17.73(2) 1.43
Expenses(4) 1.05(2) 1.00
Net investment income (loss) -- actual 0.83(2) (0.20)
- ----------------------------------------------------------------------------------------------

OTHER DATA

Total return shows how an investment in the portfolio would have performed over each period,
assuming all distributions were reinvested. The turnover rate reflects how actively the
portfolio bought and sold securities.
<S> <C> <C>
Total return(5) (%) 17.20(6) 39.28
Net assets at end of year ($ x 1,000,000) 1.7 31.0
Portfolio turnover rate (%) 20 106
- ----------------------------------------------------------------------------------------------
</TABLE>

(1) Period from 11/3/97 (beginning of operations) to 12/31/97.

(2) Annualized.

(3) Shows what this ratio would have been if there had been no expense
reimbursement.

(4) Shows what expenses would have been if there had been no expense offset
arrangements.

(5) Does not reflect charges and other expenses that apply to the separate
account or the related insurance policies.

(6) Not annualized.

- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------

JENNIFER K. SILVER is a Vice President of Neuberger Berman Management and a
principal of Neuberger Berman, LLC. Currently the Director of the Growth Equity
Group, she has been co-manager of the portfolio since its inception. From 1981
to 1997, she was an analyst and a portfolio manager at another firm.

BROOKE A. COBB is a Vice President of Neuberger Berman Management. He has been
co-manager of the portfolio since its inception. From 1972 to 1997, he was a
portfolio manager at several other firms.

NEUBERGER BERMAN MANAGEMENT is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as
sub-adviser to provide management and related services. For the 12 months
ended 12/31/98, the management/administration fees paid to Neuberger Berman
Management were 0.85% of average daily net assets.

17 Mid-Cap Growth Portfolio
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
PARTNERS PORTFOLIO
- --------------------------------------------------------------------------------

"OUR MANAGEMENT APPROACH FOCUSES ON FINDING UNDERVALUED COMPANIES. IN
PARTICULAR, WE LOOK FOR 'FALLEN ANGELS' -- GROWTH STOCKS WHOSE PRICES HAVE HIT
NEW LOWS. AT THE SAME TIME, WE TEND TO BE DISCIPLINED IN MAKING SELL DECISIONS.
WE WOULD RATHER SELL EARLY THAN SELL TOO LATE."

GOAL & STRATEGY
- --------------------------------------------------------------------------------
THE PORTFOLIO SEEKS GROWTH OF CAPITAL.

To pursue this goal, the portfolio invests mainly in common stocks of mid- to
large-capitalization companies. The portfolio seeks to reduce risk by
diversifying among many companies and industries. The managers look for
well-managed companies whose stock prices are believed to be undervalued.

Factors in identifying these firms may include:

- - strong fundamentals

- - consistent cash flow

- - a sound track record through all phases of the market cycle

The managers may also look for other characteristics in a company, such as a
strong position relative to competitors, a high level of stock ownership among
management, and a recent sharp decline in stock price that appears to be the
result of a short-term market overreaction to negative news.

The portfolio generally considers selling a stock when it reaches the managers'
target price, when it fails to perform as expected, or when other opportunities
appear more attractive. The portfolio has the ability to change its goal without
shareholder approval, although it does not currently intend to do so.

- --------------------------------------------------------------------------------
MID- AND LARGE-CAP STOCKS
- --------------------------------------------------------------------------------

Large companies are usually well-established. Compared to mid-cap companies,
they may be less responsive to change, but their returns have sometimes lead
those of mid-cap companies, often with lower volatility.

Mid-cap stocks have historically performed more like small-caps than like large-
caps. Their prices can rise and fall substantially, although they have the
potential to offer attractive long-term returns.

- --------------------------------------------------------------------------------
VALUE INVESTING
- --------------------------------------------------------------------------------

18 Partners Portfolio
<PAGE>

MAIN RISKS
- --------------------------------------------------------------------------------

To the extent that the portfolio emphasizes mid- or large-cap stocks, it takes
on the associated risks. Mid-cap stocks tend to be somewhat riskier than
large-cap stocks; over time, however, large-cap stocks may perform better or
less well than mid-cap stocks. At any given time, one or both groups of stocks
may be out of favor with investors. If the portfolio emphasizes either group of
stocks, its performance could suffer.

To the extent that the managers sell stocks before they reach their market peak,
the portfolio may miss out on opportunities for higher performance. Through
active trading, the portfolio may have a high turnover rate, which can mean
lower performance due to increased brokerage costs.

- --------------------------------------------------------------------------------
OTHER RISKS
- --------------------------------------------------------------------------------

The portfolio may use certain practices and securities involving additional
risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the portfolio anticipates unusual market or other conditions, it may
temporarily depart from its goal and invest substantially in high-quality
short-term investments. This could help the portfolio avoid losses but may mean
lost opportunities.

19 Partners Portfolio
<PAGE>

PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart below shows how the portfolio's performance has varied from one
year to another. The table below the chart shows what the return would
equal if you averaged out actual performance over various lengths of time. This
information is based on past performance; it's not a prediction of
future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- ----------------------------------------------------------------------------------------------------
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36.47 29.57 31.25 4.21
- ----------------------------------------------------------------------------------------------------
</TABLE>

- - BEST QUARTER: Q4 '98, up 15.64% - WORST QUARTER: Q3 '98, down 14.96%
YEAR-TO-DATE PERFORMANCE AS OF 3/31/99: UP 00.00%
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98
- --------------------------------------------------------------------------------
Since
Inception
1 Year 3/22/94
- --------------------------------------------------------------------------------
<S> <C> <C>
PARTNERS PORTFOLIO 4.21 19.71
S&P 500 Index 28.52 25.13
Russell 1000 Index

The S&P 500 and Russell 1000 are unmanaged indices of U.S. stocks.
</TABLE>

- --------------------------------------------------------------------------------
PERFORMANCE MEASURES
- --------------------------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index. The
portfolio's performance figures include all of its expenses; the index does not
include costs of investment.

20 Partners Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------

Year Ended December 31, 1994(1) 1995 1996 1997 1998
- ----------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)

Data have been computed based on the average number of shares outstanding.throughout each year
indicated. You can see what the portfolio earned (or lost), what it distributed to investors, and
how its share price changed.
<S> <C> <C> <C> <C> <C>
Share price (NAV)at beginning of year 10.00 9.77 13.23 16.48 20.60
PLUS: Income from investment operations
Net investment income 0.03 0.11 0.10 0.12 0.20
Net gains/losses -- realized and unrealized (0.26) 3.43 3.69 4.82 0.73
SUBTOTAL: INCOME FROM INVESTMENT OPERATIONS (0.23) 3.54 3.79 4.94 0.93
MINUS: Distributions to shareholders
Income dividends -- 0.01 0.04 0.05 0.08
Capital gain distributions -- 0.07 0.50 0.77 2.52
SUBTOTAL: DISTRIBUTIONS TO SHAREHOLDERS -- 0.08 0.54 0.82 2.60
----------------------------------------------
EQUALS: Share price (NAV) at end of year 9.77 13.23 16.48 20.60 18.93
- ----------------------------------------------------------------------------------------------------

RATIOS (% OF AVERAGE NET ASSETS)

The ratios show the portfolio's expenses and net investment income, as they actually are as well as
how they would have been if certain expense offset arrangements had not been in effect.
<S> <C> <C> <C> <C> <C>
Net expenses -- actual 1.75(2) 1.09 0.95 0.86 0.84
Expenses(3) -- 1.09 0.95 0.86 0.84
Net investment income -- actual 0.45(2) 0.97 0.60 0.60 1.04
- ----------------------------------------------------------------------------------------------------

OTHER DATA

Total return shows how an investment in the portfolio would have performed over each period,
assuming all distributions were reinvested. The turnover rate reflects how actively the portfolio
bought and sold securities.
<S>
Total return(4) (%) (2.30)(5) 36.47 29.57 31.25 4.21
Net assets at end of year ($ x 1,000,000) 9.4 207.5 705.4 1,632.8 1,630.5
Portfolio turnover rate (%) 90 174(6) 118 106 148
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) PERIOD FROM 3/22/94 (BEGINNING OF OPERATIONS) TO 12/31/94.

(2) ANNUALIZED.

(3) SHOWS WHAT EXPENSES WOULD HAVE BEEN IF THERE HAD BEEN NO EXPENSE OFFSET
ARRANGEMENTS.THIS CALCULATION IS REQUIRED FOR ALL PERIODS ENDING AFTER
9/1/95.

(4) DOES NOT REFLECT CHARGES AND OTHER EXPENSES THAT APPLY TO THE SEPARATE
ACCOUNT OR THE RELATED INSURANCE POLICIES.

(5) NOT ANNUALIZED.

(6) REFLECTS THE PORTFOLIO'S OWN TURNOVER RATE OF 76% PRIOR TO THE DATE IT
JOINED ITS SERIES, APRIL 28, 1995 AND REFLECTS THE SERIES' TURNOVER RATE OF
98% FROM THAT DATE ON.

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

MIICHAEL M. KASSEN, ROBERT I. GENDELMAN AND S. BASU MULLICK are Vice Presidents
of Neuberger Berman Management. Kassen and Gendelman are principals of Neuberger
Berman, LLC. Kassen and Gendelman have been managers of the portfolio since
1994, Mullick since 1998. Mullick was a portfolio manager at another firm from
1993 to 1998.

NEUBERGER BERMAN MANAGEMENT is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/98,
the management/administration fees paid to Neuberger Berman Management were
0.78% of average daily net assets.

21 Partners Portfolio
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
SOCIALLY RESPONSIVE PORTFOLIO
- --------------------------------------------------------------------------------

"WE BELIEVE THAT SOUND PRACTICES IN AREAS LIKE EMPLOMENT AND THE ENVIRONMENT CAN
HAVE A POSITIVE IMPACT ON A COMPANY'S BOTTOM LINE. WE LOOK FOR COMPANIES THAT
MEET VALUE INVESTING CRITERIA AND ALSO SHOW A COMMITMENT TO UPHOLD OR IMPROVE
THEIR STANDARDS OF CORPORATE CITIZENSHIP."

GOAL & STRATEGY
- --------------------------------------------------------------------------------
THE PORTFOLIO SEEKS LONG-TERM GROWTH OF CAPITAL BY INVESTING PRIMARILY IN
SECURITIES OF COMPANIES THAT MEET THE PORTFOLIO'S FINANCIAL CRITERIA AND SOCIAL
POLICY.

To pursue this goal, the portfolio invests mainly in common stocks of mid- to
large-capitalization companies. The portfolio seeks to reduce risk by investing
in a large number of companies across many different industries. The managers
initially screen companies using value investing criteria. They look for
undervalued companies with solid balance sheets, strong management, consistent
cash flows, and other value-related factors.

Among companies that meet these criteria, the managers look for those that show
leadership in three areas:

- - environmental concerns

- - diversity in the work force

- - progressive employment and workplace practices

The managers typically also look at a company's record in public health and the
nature of its products. The managers judge firms on their corporate citizenship
overall, considering their accomplishments as well as their goals.

While these judgments are inevitably subjective, the portfolio has a strict
policy of avoiding companies that receive more than 5% of their earnings from
alcohol, tobacco, gambling, or weapons, as well as companies that sell
non-consumer products to the military or are involved in nuclear power.

The portfolio has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

- --------------------------------------------------------------------------------
SOCIAL INVESTING
- --------------------------------------------------------------------------------

Portfolios that follow social policies seek something in addition to economic
success. They are designed to allow investors to put their money to work and
also support companies that follow principles of good corporate citizenship.

- --------------------------------------------------------------------------------
VALUE INVESTING
- --------------------------------------------------------------------------------

22 Socially Responsive Portfolio
<PAGE>

MAIN RISKS
- --------------------------------------------------------------------------------

Most of the portfolio's performance depends on what happens in the stock market.
The market's behavior is unpredictable, particularly in the short term. Because
of this, the value of your investment will rise and fall, and you could lose
money. The portfolio's social policy could cause it to underperform similar
portfolios that do not have a social policy.

Among the reasons for this are:

- - undervalued stocks that don't meet the social criteria could outperform
those that do

- - economic or political changes could make certain companies less attractive

for investment

- - the social policy could cause the fund to sell or avoid stocks that
subsequently perform well

- --------------------------------------------------------------------------------
OTHER RISKS
- --------------------------------------------------------------------------------

The portfolio may use certain practices and securities involving additional
risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements. These investments are not subject to the portfolio's social policy.

Although they may add diversification, foreign securities can be riskier,
because foreign markets tend to be more volatile and currency exchange rates
fluctuate.

When the portfolio anticipates unusual market or other conditions, it may
temporarily depart from its goal and invest substantially in high-quality
short-term investments. This could help the portfolio avoid losses but may mean
lost opportunities.

23 Socially Responsive Portfolio
<PAGE>

PERFORMANCE OF A SIMILAR FUND
- --------------------------------------------------------------------------------

Because the portfolio commenced investment operations on February 18, 1999,
it does not have performance to report in this prospectus.

However, the portfolio has an investment objective, policies, limitations,
and strategies substantially similar to those of, and the same portfolio
manager as, another mutual fund managed by Neuberger Berman Management called
the Neuberger Berman Socially Responsive Fund. The following table shows
average annual total returns for that fund as well as the Standard & Poor's
500 Index, which is pertinent to the Neuberger Berman Socially Responsive
Fund.

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98
- --------------------------------------------------------------------------------
Since
Inception
1 Year 3/16/94
- --------------------------------------------------------------------------------
<S> <C> <C>
SOCIALLY RESPONSIVE FUND 0.00 0.00

S&P 500 Index 0.00 0.00

The S&P 500 is an unmanaged index of U.S. stocks.
- --------------------------------------------------------------------------------
</TABLE>

The performance of Neuberger Berman Socially Responsive Fund reflects that
fund's expense ratio, and does not reflect any expenses or charges that apply to
variable contracts. Insurance expenses and charges would reduce performance.
Although the objective, policies, limitations and strategies of the portfolio
are substantially similar to that of the Neuberger Berman Socially Responsive
Fund, the portfolio is a distinct mutual fund and may have different fees,
expenses, investment returns, portfolio holdings, and risk/return
characteristics than Neuberger Berman Socially Responsive Fund. The historical
performance of Neuberger Berman Socially Responsive Fund is not indicative of
future performance of the portfolio.

This performance representation relies on data suppplied by Neuberger Berman
Management or derived by Neuberger Berman Management from statistical services,
reports or other sources it believes to be reliable.

- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------

JANET PRINDLE, a Vice President of Neuberger Berman Management and a
principal of Neuberger Berman, LLC joined the latter firm in 1977. She has
been managing assets using social criteria since 1990, and has been the
manager of the fund since its inception.

ROBERT LADD and INGRID SAUKAITIS are Assistant Vice Presidents of Neuberger
Berman Management and have been Associate Managers of the fund since its
inception. Ladd has been a portfolio manager at the firm since 1992;
Saukaitis was a project director for a social research group from 1995 to
1997.

NEUBERGER BERMAN MANAGEMENT is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services.

The portfolio pays the following fees to Neuberger Berman management, all
expressed as a percentage of the portfolio's average daily net assets: for
investment management, 0.55% of the first $250 million; 0.525 of the next $250
million; 0.50 of the next $250 million; and 0.475 of the next $250 million;
0.45% of the next $500 million; and 0.425% on assets over $1.5 billion; and
0.30% for administration. The portfolio's management agreements are contracts
and may be altered under certain circumstances. Neuberger Berman Management has
agreed to limit the portfolio's annual operating expenses when certain expenses
exceed a specified limit. This agreement is voluntary and may be terminated. See
the Statement of Additional Information for more details.

24 Socially Responsive Portfolio
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
INTERNATIONAL PORTFOLIO
- --------------------------------------------------------------------------------

"IN IDENTIFYING ATTRACTIVE STOCKS FROM AMONG THE MANY THOUSANDS CURRENTLY
AVAILABLE OUTSIDE THE U.S., IT'S IMPORTANT TO HAVE A CLEAR STRATEGY. THIS
PORTFOLIO USES A COMBINATION OF GROWTH AND VALUE CRITERIA, WHILE ALSO
CONSIDERING LARGER SCALE ECONOMIC FACTORS."

To pursue this goal, the portfolio invests mainly in foreign companies of any
size, including companies in developed and emerging industrialized markets. The
portfolio defines a foreign company as one that is organized outside of the
United States and conducts the majority of its business abroad.

The portfolio seeks to reduce risk by diversifying among many industries.
Although it has the flexibility to invest a significant portion of its assets in
one country or region, it generally intends to remain well-diversified across
countries and geographical regions.

In picking stocks, the manager looks for well-managed companies that show
potential for above-average growth or whose stock prices are believed to be
undervalued. Factors in identifying these firms may include strong
fundamentals, such as attractive cash flows and balance sheets, as well as
prices that are reasonable in light of projected earnings growth. The manager
also considers the outlooks for various countries and regions around the
world, examining economic, market, social, and political conditions.

The portfolio has the ability to change its goal without shareholder approval,
although it does not currently intend to do so.

- --------------------------------------------------------------------------------
FOREIGN STOCKS
- --------------------------------------------------------------------------------

There are many promising opportunities for investment outside the U.S. These
foreign markets often respond to different factors, and therefore tend to follow
cycles that are different from each other.

For this reason, many investors put a portion of their portfolios in foreign
investments as a way of gaining further diversification. While foreign stock
markets can be risky, investors gain an opportunity to add potential long-term
growth.

25 International Portfolio
<PAGE>

MAIN RISKS
- --------------------------------------------------------------------------------

Most of the portfolio's performance depends on what happens in international
stock markets. The behavior of these markets is unpredictable, particularly in
the short term. Because of this, the value of your investment will rise and
fall, sometimes sharply, and you could lose money.

Foreign stocks are riskier than comparable U.S. stocks. This is in part because
foreign markets are less developed and foreign governments, economies, laws, tax
codes and securities firms may be less stable. There is also a higher chance
that key information will be unavailable, incomplete, or inaccurate. As a
result, foreign stocks can fluctuate more widely in price than comparable U.S.
stocks, and they may also be less liquid. These risks are generally greater in
emerging markets. Over a given period of time, foreign stocks may underperform
U.S. stocks -- sometimes for years. The portfolio could also underperform if the
manager invests in the wrong countries or regions.

Changes in currency exchange rates bring an added dimension of risk. Currency
fluctuations could erase investment gains or add to investment losses.

To the extent that the portfolio invests in growth stocks or in value stocks, it
takes on the risks associated with both types of stocks. Growth stocks may
suffer more than value stocks during market downturns, while value stocks may
remain undervalued. Either type of stock may underperform the other during a
given period.

- --------------------------------------------------------------------------------
OTHER RISKS
- --------------------------------------------------------------------------------

The portfolio may use certain practices and securities involving additional
risks.

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements. The portfolio may use derivatives for hedging and for speculation.
Hedging could reduce the portfolio's losses from currency fluctuations, but
could also reduce its gains. A derivative instrument could fail to perform as
expected. Any speculative investment could cause a loss for the portfolio.

When the portfolio anticipates unusual market or other conditions, it may
temporarily depart from its goal and invest substantially in high-quality
short-term investments. This could help the portfolio avoid losses but may mean
lost opportunities.

26 International Portfolio
<PAGE>

PERFORMANCE OF A SIMILAR FUND
- --------------------------------------------------------------------------------

Because the portfolio had not commenced investment operations as of December
31, 1998, it does not have performance to report in this prospectus.

However, the portfolio has an investment objective, policies, limitations,
and strategies substantially similar to those of, and the same portfolio
manager as, another mutual fund managed by Neuberger Berman Management called
the Neuberger Berman International Fund. The following table shows average
annual total returns for that fund as well as the EAFE Index, which is
pertinent to the Neuberger Berman International Fund.

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98
- --------------------------------------------------------------------------------
Since
Inception
1 Year 6/15/94
- --------------------------------------------------------------------------------
<S> <C> <C>
Neuberger Berman International Fund 0.00 0.00
EAFE Index 0.00 0.00

The EAFE is an unmanaged index of stocks from Europe, Australasia, and the Far
East.
- --------------------------------------------------------------------------------
</TABLE>

The performance of Neuberger Berman International Fund reflects that fund's
expense ratio, and does not reflect any expenses or charges that apply to
variable contracts. Insurance expenses and charges would reduce performance.
Although the objective, policies, limitations and strategies of the portfolio
are substantially similar to that of the Neuberger Berman International Fund,
the portfolio is a distinct mutual fund and may have different fees, expenses,
investment returns, portfolio holdings, and risk/return characteristics than
Neuberger Berman International Fund. The historical performance of Neuberger
Berman International Fund is not indicative of future performance of the
portfolio.

This performance representation relies on data suppplied by Neuberger Berman
management or derived by Neuberger Berman Management from statistical services,
reports or other sources it believes to be reliable.

- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------

VALERIE CHANG is an Assistant Vice President of Neuberger Berman Management.
In 1996 she joined the firm and became an assistant manager of the fund. She
has been the manager since 1997. She began her career in 1990 in banking, and
from 1995 to 1996 was a senior securities analyst at another firm.

BENJAMIN E. SEGAL is an Assistant Vice President of Neuberger Berman
Management and has been an Associate Manager of the fund since January 1999.
He was an assistant portfolio manager at another firm from 1997 to 1998.
Prior to 1997, he held positions in international finance and consulting.

NEUBERGER BERMAN MANAGEMENT is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services.

The portfolio pays the following fees to Neuberger Berman Management, all
expressed as a percentage of the portfolio's average daily net assets: for
investment management, 0.85% of the first $250 million; 0.825 of the next
$250 million; 0.80 of the next $250 million; 0.775 of the next $250 million;
0.75% of the next $500 million; and 0.725% on assets over $1.5 billion; and
0.30% for administration. The portfolio's management agreements are written
contracts and may be altered under certain circumstances. Neuberger Berman
Management has voluntarily agreed to limit the portfolio's expenses when
certain annual operating expenses of the portfolio exceed the agreed-upon
limit. This expense limitation agreement may be terminated. The details of
this limitation are discussed in the Statement of Additional Information.

27 International Portfolio
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
LIMITED MATURITY BOND PORTFOLIO
- --------------------------------------------------------------------------------

"HISTORICALLY, LIMITED MATURITY PORTFOLIOS HAVE BEEN ABLE TO DELIVER MUCH OF THE
YIELD AVAILABLE IN THE INVESTMENT-GRADE BOND MARKET WHILE OFFERING REDUCED SHARE
PRICE FLUCTUATION. WITH THIS IN MIND, WE STRIVE TO MANAGE THE PORTFOLIO WITH AN
EMPHASIS ON YIELD AND RISK MANAGEMENT."

GOAL & STRATEGY
- --------------------------------------------------------------------------------
THE PORTFOLIO SEEKS THE HIGHEST AVAILABLE CURENT INCOME CONSISTENT WITH
LIQUIDITY AND LOW RISK TO PRINCIPAL; TOTAL RETURN IS SECONDARY GOAL.

To pursue these goals, the portfolio invests mainly in investment-grade bonds
and other debt securities from U.S. government and corporate issuers. These may
include mortgage- and asset-backed securities. To enhance yield and add
diversification, the portfolio may invest up to 10% of net assets in securities
that are below investment grade, provided that, at the time of purchase, they
are rated at least B by Moody's or Standard and Poor's or, if unrated by either
of these, are believed by the manager to be of comparable quality.

The portfolio seeks to reduce credit risk by diversifying among many issuers and
different types of securities. Although it may invest in securities of any
maturity, under normal circumstances it maintains an average portfolio
duration of four years or less. The managers monitor national trends in the
corporate and government securities markets, including a range of economic
and financial factors.

The managers look for securities that appear underpriced compared to securities
of similar structure and credit quality, and securities that appear likely to
have their credit ratings raised. In choosing lower-rated securities, the
managers look for bonds from issuers whose financial health appears
comparatively strong but that are smaller or less well known to investors.

- --------------------------------------------------------------------------------
DURATION
- --------------------------------------------------------------------------------

Duration is a measurement of a bond investment's sensitivity to changes in
interest rates. Typically, with a 1% rise in interest rates, an investment's
value may be expected to fall approximately 1% for each year of its duration.

- --------------------------------------------------------------------------------
BOND RATINGS
- --------------------------------------------------------------------------------

Most large issuers obtain ratings for their bonds from one or more independent
rating agencies, although many bonds of all quality levels remain unrated.

Bonds in the top four categories of credit quality are considered investment
grade. Bonds in the fifth or sixth category (BB/Ba or B) are called lower-rated,
or non-investment-grade. Many of these "junk bonds" are actually issued by
reputable companies, and offer attractive yields.

28 Limited Maturity Bond Portfolio
<PAGE>

MAIN RISKS
- --------------------------------------------------------------------------------

Most of the portfolio's performance depends on what happens in the
investment-grade bond market. The value of your investment will rise and fall,
and you could lose money. The portfolio's yield and total return will change
with interest rate movements. When interest rates rise, the portfolio's share
price will typically fall.

The portfolio's sensitivity to this risk will increase with any increase in the
fund's duration. A downgrade or default affecting any of the portfolio's
securities would affect the portfolio's performance. Performance could also be
affected if unexpected interest rate trends cause the portfolio's mortgage- or
asset-backed securities to be paid off substantially earlier or later than
expected.

Over time, the portfolio may produce a lower return than stock investments and
less conservative bond investments. Although over the long term the portfolio's
average performance has outpaced inflation, it may not always do so. Through
active trading, the portfolio may have a high turnover rate, which can mean
higher taxable distributions and increased transaction costs.

- --------------------------------------------------------------------------------
OTHER RISKS
- --------------------------------------------------------------------------------

The portfolio may use certain practices and securities involving additional
risks.

The use of certain derivatives to hedge interest rate risk or produce income
could affect portfolio performance if the derivatives do not perform as
expected.

Foreign securities could add to the ups and downs in the portfolio's share
price, because foreign markets tend to be more volatile and currency exchange
rates fluctuate.

29 Limited Maturity Bond Portfolio
<PAGE>

PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart below shows how the portfolio's performance has varied from one
year to another. The table below the chart shows what the return would
equal if you averaged out actual performance over various lengths of time. This
information is based on past performance; it's not a prediction of
future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- ----------------------------------------------------------------------------------------------------
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10.77 8.32 11.34 5.18 6.63 -0.15 10.94 4.31 6.74 4.39
- ----------------------------------------------------------------------------------------------------
</TABLE>

- - BEST QUARTER: Q2 '89, up 4.96% - WORST QUARTER: Q1 '94, down 1.08%
Year-to-date performance as of 3/31/99: up 00.00%

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/98
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
LIMITED MATURITY BOND PORTFOLIO 4.39 5.18 6.79
Merrill Lynch 1-3 Year Treasury Index 7.00 5.99 7.37

The Merill Lynch 1-3 Year Treasury Index is an unmanaged index of U.S.
Treasuries with maturities between 1 and 3 years.
- --------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
PERFORMANCE MEASURES
- --------------------------------------------------------------------------------

As a frame of reference, the table includes a broad-based market index. The
portfolio's performance figures include all of its expenses; the index does not
include costs of investment.

To obtain the portfolio's current yield, call 1-800-877-9700. The current yield
is the fund's net income over a recent 30-day period expressed as an annual rate
of return.

30 Limited Maturity Bond Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1994 1995 1996 1997 1998
- -----------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data have been computed based on the average number of shares outstanding throughout each year indicated. You can see what the
portfolio earned (or lost), what it distributed to investors, and how its share price changed.
<S> <C> <C> <C> <C> <C>
Share price (NAV)at beginning of year 14.66 14.02 14.71 14.05 14.12
PLUS: Income from investment operations
Net investment income (loss) 0.78 0.82 0.92 0.88 0.80
Net gains/losses -- realized and unrealized (0.80) 0.65 (0.34) 0.02 (0.21)
SUBTOTAL: INCOME FROM INVESTMENT OPERATIONS (0.02) 1.47 0.58 0.90 0.59
MINUS: Distributions to shareholders
Income dividends 0.55 0.78 1.24 0.83 0.89
Capital gain distributions 0.07 -- -- -- --
SUBTOTAL: DISTRIBUTIONS TO SHAREHOLDERS 0.62 0.78 1.24 0.83 0.89
-----------------------------------------------------------------
EQUALS: Share price (NAV) at end of year 14.02 14.71 14.05 14.12 13.82

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

RATIOS (% of average net assets)

The ratios show the portfolio's expenses and net investment income, as they actually are as well as how they would have been if
certain expense offset arrangements had not been in effect.
<S> <C> <C> <C> <C> <C>
Net expenses -- actual 0.66 0.71 0.78 0.77 0.76
Expenses(1) -- 0.71 0.78 0.77 0.76
Net investment income -- actual 5.42 5.99 6.01 6.27 5.83

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

OTHER DATA

Total return shows how an investment in the portfolio would have performed over each period, assuming all distributions were
reinvested. The turnover rate reflects how actively the portfolio bought and sold securities.
<S> <C> <C> <C> <C> <C>
Total return(2) (%) (0.15) 10.94 4.31 6.74 4.39
Net assets at end of year ($ x 1,000,000) 344.8 238.9 256.9 251.1 277.3
Portfolio turnover rate (%) 90 105(3) 132 86 44
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Shows what expenses would have been if there had been no expense offset
arrangements. This calculation is required for all periods ending after
9/1/95.

(2) Does not reflect charges and other expenses that apply to the separate
account or the related insurance policies.

(3) Reflects the portfolio's own turnover rate of 27% prior to the date it
joined its series, April 28, 1995 and reflects the series' turnover rate of
78% from that date on.

- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------

CATHERINE WATERWORTH, a Vice President of Neuberger Berman Management, has
co-managed the portfolio's assets since joining the firm in December 1998. She
was a managing director of a major investment firm from 1995-98 and a senior
officer at another firm prior to that.

NEUBERGER BERMAN MANAGEMENT is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/98,
the management/ administration fees paid to Neuberger Berman Management were
0.65% of average daily net assets.

31 Limited Maturity Bond Portfolio
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
LIQUID ASSET PORTFOLIO
- --------------------------------------------------------------------------------

"IN MANAGING THIS PORTFOLIO WE FOCUS ON THE THREE MAIN GOALS INVESTORS LOOK FOR
IN A MONEY MARKET INVESTMENT: LIQUIDITY, STABILITY AND HIGH CURRENT INCOME. AT
THE SAME TIME, WE SEEK TO MAINTAIN HIGH STANDARDS FOR CREDIT QUALITY, IN SOME
CASES HIGHER THAN REQUIRED BY LAW."

GOAL & STRATEGY
- --------------------------------------------------------------------------------
THE PORTFOLIO SEEKS THE HIGHEST AVAILABLE CURENT INCOME CONSISTENT WITH SAFETY
AND LIQUIDITY.

To pursue this goal, the portfolio invests in high quality money market
securities. These securities may be from U.S. or foreign issuers, including
governments and their agencies, banks, and corporations, but in all cases
must be denominated in U.S. dollars. The portfolio may invest significantly
in commercial paper, and may invest more than 25% of total assets in CDs and
similar time deposits and banker's acceptances issued by U.S. banks. The
portfolio may also invest in repurchase agreements.

The portfolio seeks to maintain a stable $1.00 share price, and seeks to reduce
credit risk by diversifying among many issuers of money market securities. The
managers monitor a range of economic and financial factors, in order to weigh
the yields of money market securities of various maturities against their levels
of interest rate and credit risk. Based on their analysis, the managers invest
the portfolio's assets in a mix of money market securities that is intended to
provide as high a yield as possible without violating the portfolio's credit
quality policies or jeopardizing the stability of its share price.

- --------------------------------------------------------------------------------
MONEY MARKET FUNDS
- --------------------------------------------------------------------------------

Money market funds are subject to federal regulations designed to help maintain
liquidity and a stable share price. The regulations set strict standards for
maturity (397 days or less for individual securities, 90 days or less on average
for the portfolio overall).

The regulations also require money market funds to limit investments to the top
two rating categories of credit quality. This portfolio typically exceeds this
requirement by investing only in top-tier securities.

32 Liquid Asset Portfolio
<PAGE>

MAIN RISKS
- --------------------------------------------------------------------------------

Most of the portfolio's performance depends on interest rates. When interest
rates fall, the portfolio's yields will typically fall as well. The portfolio's
emphasis on top-tier credit quality securities may mean that its yields are
somewhat lower than those available from certain other money market mutual
funds.

Over time, the portfolio may produce a lower return than bond or stock
investments. Although historically the portfolio's yield has outpaced inflation,
it may not always do so.

Because the portfolio may invest more than 25% of total assets in securities
issued by banks, its performance could be affected by factors influencing the
health of the banking industry. These may include economic trends, industry
competition and governmental actions, as well as factors affecting the financial
stability of borrowers.

The bank securities in which the portfolio may invest typically are not insured
by the federal government. Securities that do not represent deposits have lower
priority in the bank's capital structure than those that do.

- --------------------------------------------------------------------------------
OTHER RISKS
- --------------------------------------------------------------------------------

Although the portfolio has maintained a stable share price since its inception,
the share price could fluctuate, meaning that there is a chance that you could
lose money by investing in the portfolio.

While the portfolio may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the portfolio itself.

33 Liquid Asset Portfolio
<PAGE>

PERFORMANCE
- --------------------------------------------------------------------------------

YEAR-BY-YEAR % RETURNS AS OF 12/31 EACH YEAR
- ----------------------------------------------------------------------------------------------------
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
8.58 7.55 5.61 3.25 2.43 3.46 5.04 4.52 4.71 4.66
- ----------------------------------------------------------------------------------------------------
</TABLE>

- - BEST QUARTER: Q2 '89, up 2.25% - WORST QUARTER: Q2 '93, up 0.56%
Year to date performance as of 3/31/99: up 0.00%
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL % RETURNS AS OF 12/31/98
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
LIQUID ASSET PORTFOLIO 4.66 4.48 4.97
- --------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
PERFORMANCE MEASURES
- --------------------------------------------------------------------------------

The information on this page provides different measures of the portfolio's
total return. Total return includes the effect of distributions as well as
changes in share price, if any should occur. The figures assume that all
distributions were reinvested in the portfolio, and include all portfolio
expenses.

Because the portfolio's share price remained stable throughout the periods
described on this page, the portfolio's yield over a given period is the same as
its total return.

To obtain the portfolio's current yield, call 1-800-XXX-XXXX. The current yield
is the portfolio's net income over a recent seven-day period expressed as an
annual rate of return.

34 Liquid Asset Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1994 1995 1996 1997 1998
- -----------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Data apply to a single share throughout each year indicated. You can see what the fund earned (or lost), what it distributed to
investors, and how its share price changed.
<S> <C> <C> <C> <C> <C> <C>
Share price (NAV)at beginning of year 1.0009 0.9997 1.0000 0.9999 0.9999
PLUS: Income from investment operations
Net investment income 0.0328 0.0493 0.0443 0.0461 0.0456
Net gains/losses -- 0.0003 (0.0001)(1) -- --
SUBTOTAL: INCOME FROM INVESTMENT OPERATIONS 0.0328 0.0496 0.0442 0.0461 0.0456
MINUS: Distributions to shareholders
Income dividends 0.0328 0.0493 0.0443 0.0461 0.0456
Capital gain distributions 0.0012 -- -- -- --
SUBTOTAL: DISTRIBUTIONS TO SHAREHOLDERS 0.0340 0.0493 0.0443 0.0461 0.0456

EQUALS: Share price (NAV) at end of year 0.9997 1.0000 0.9999 0.9999 0.9999

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

RATIOS (% of average net assets)

The ratios show the portfolio's expenses and net investment income, as they actually are as well as how they would have been if
certain expense reimbursement and offset arrangements had not been in effect.
<S> <C> <C> <C> <C> <C>
Net expenses -- actual 1.02 1.01 1.00 1.00 1.00
Gross Expenses(2) 1.03 1.25 1.21 1.12 1.14
Expenses(3) -- 1.02 1.01 1.01 1.01
Net investment income -- actual 3.28 4.90 4.44 4.61 4.56

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

OTHER DATA

Total return shows how an investment in the portfolio would have performed over each period, assuming all distributions were
reinvested.
<S> <C> <C> <C> <C> <C>
Total return(4) (%) 3.46 5.04 4.52 4.71 4.66
Net assets at end of year ($ x 1,000,000) 5.3 31.9 13.5 13.4 14.8
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) 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.

(2) Shows what this ratio would have been if there had been no expense
reimbursement.

(3) Shows what expenses would have been if there had been no expense offset
arrangements. This calculation is required for all periods ending after
9/1/95.

(4) Would have been lower if Neuberger Berman Management had not reimbursed
certain expenses. Does not reflect charges and other expenses that apply to
the separate account or the related insurance policies.

- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------

JOSEPHINE MAHANEY is a Vice President of Neuberger Berman Management. She joined
the firm in 1976 and has co-managed the portfolio's assets since 1992.

NEUBERGER BERMAN MANAGEMENT is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/98,
the management/ administration fees paid to Neuberger Berman Management were
0.65% of average daily net assets.

35 Liquid Asset Portfolio
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
YOUR INVESTMENT
- --------------------------------------------------------------------------------

BUYING AND SELLING
PORTFOLIO SHARES
- --------------------------------------------------------------------------------

The portfolios described in this prospectus are designed for use with certain
variable insurance policies and, in the case of Balanced Portfolio, certain
qualified plans as well. Because shares of the portfolios are held by the
insurance companies or qualified plans involved, you will need to follow the
instructions provided by your insurance company or qualified plan for matters
involving allocations to these portfolios.

Under certain circumstances, the portfolios reserve the right to:

- - suspend the offering of shares

- - reject any investment order

- - satisfy an order to sell portfolio shares with securities rather than cash,
for certain very large orders

- - suspend or postpone the redemption of shares on days when trading on the

New York Stock Exchange is restricted, or as otherwise permitted by the SEC

Because the portfolios are offered to different insurance companies and for
different types of variable contracts -- annuities and life insurance -- and
to qualified plans, groups with different interests will share the
portfolios. Due to differences of tax treatment and other considerations
among these shareholders, it is possible (although not likely) that the
interests of the shareholders might sometimes be in conflict. In addition, the
portfolios' master/feeder structure could lead to a conflict between the
interests of the portfolio shareholders and the interests in other investors
in the master fund's series. For these reasons, the trustees of the
portfolios watch for the existence of any material irreconcilable conflicts
and will determine what action, if any, should be taken in the event of a
conflict. If there is a conflict, it is possible that to resolve it, one or
more separate accounts or qualified plans might be compelled to withdraw its
investment in a portfolio. While this might resolve the conflict, it also
might force the portfolio to sell securities at disadvantageous prices.

SHARE PRICES
- --------------------------------------------------------------------------------

When you buy and sell shares of a portfolio, the share price is that portfolio's
net asset value per share.

The portfolios are open for business every day the New York Stock Exchange is
open. In general, every buy or sell request you place will go through at the
next share price to be calculated after your request has been accepted; check
with your insurance company or plan administrator to find out by what time
your transaction request must be received in order to be processed the same
day. Each portfolio normally calculates its share price as of the end of
regular trading on the Exchange on business days, usually 4:00 p.m. eastern
time. Depending on when your insurance company or plan administrator accepts
transaction requests, it's possible that the portfolio's share price could
change on days when you are unable to buy or sell shares. Because foreign
markets may be open on days when U.S. markets are closed, the value of
foreign securities owned by a portfolio could change on days when you can't
buy or sell portfolio shares. The portfolio's share price, however, will not
change until the next time it is calculated.

- --------------------------------------------------------------------------------
SHARE PRICE CALCULATIONS
- --------------------------------------------------------------------------------

A portfolio's share price is the total value of its assets minus its
liabilities, divided by the total number of shares. Because the value of a
portfolio's securities changes every day, the share price usually changes as
well (an exception is the Liquid Asset Portfolio, which seeks to maintain a
stable $1.00 share price).

The portfolios value equity securities by using market prices, and value debt
securities using bid quotations from independent pricing services or
principal market makers. The portfolios may value short-term securities with
remaining maturities of less than 60 days at cost; these values, when
combined with interest earned, approximate market value. Securities in the
Liquid Asset Portfolio are valued using a constant amortization method that
is in keeping with the fund's efforts to maintain a stable share price.

In rare cases, events that occur after makets have closed may render certain
prices unreliable. When a portfolio believes a market price does not reflect a
security's true value, the portfolio may substitute for the market price a
fair-value estimate derived through methods approved by its trustees. A
portfolio may also use these methods to value certain types of illiquid
securities.

36 Your Investment
<PAGE>

PORTFOLIO STRUCTURE
- --------------------------------------------------------------------------------

Each of the portfolios in this prospectus uses a master/feeder structure.
Rather than investing directly in securities, each portfolio is a feeder
portfolio, meaning that it invests in a corresponding master portfolio, known
as a series. The series in turn invests in securities, using the strategies
described in this prospectus. One potential benefit of this structure may be
lower costs, since the expenses of the series can be shared with any other
feeder portfolios. As of December 31, 1998 each active portfolio is the only
investor in its corresponding series. In this prospectus we have used the
word "portfolio" to mean a feeder portfolio and its series. Costs for a
feeder portfolio include the feeder's own costs plus its share of the
corresponding series' costs.

While Neuberger Berman Management and Neuberger Berman LLC may serve as the
adviser or sub-adviser of other mutual funds that have similar names, goals,
and strategies as some of the the portfolios, these other funds are not part
of the portfolios' master feeder structure. There may be certain differences
between the portfolios and these other funds in matters such as size, cash
flow patterns and tax matters, among others. As a result, there could also
be differences in performance.

For reasons relating to costs or a change in investment goal, among others,
a feeder portfolio could switch to another series or decide to manage its assets
itself. No portfolio in this prospectus is currently contemplating such a move.

DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

The information below is only a summary of some of the important Federal tax
considerations generally affecting the portfolios and their shareholders; for a
more detailed discussion, request a copy of the Statement of Additional
Information (see back cover). Also, you may want to consult your tax
professional. Everyone's tax situation is different, and your professional
should be able to help you answer any questions you may have.

DISTRIBUTIONS -- Each portfolio pays out to shareholders of record any net
income and net capital gains. Ordinarily, the portfolios make distributions
once a year (in February), except for the Liquid Asset Portfolio, which
ordinarily declares income dividends once a month. All dividends and other
distributions received by shareholders of record are automatically reinvested
in portfolio shares.

HOW DISTRIBUTIONS AND TRANSACTIONS ARE TAXED -- Dividends and other
distributions made by a portfolio, as well as transactions in portfolio
shares, are taxable, if at all, to the extent described in your variable
contract prospectus or qualified plan documentation. Consult your variable
contract prospectus or qualified plan documents.

- --------------------------------------------------------------------------------
INSURANCE EXPENSES
- --------------------------------------------------------------------------------

The fees and policies outlined in this prospectus are set by the portfolios and
by Neuberger Berman Management. The fee information here does not include the
fees and expenses charged by your insurance company under your variable
contract; for those fees, you will need to see the prospectus for your policy.

- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICES
- --------------------------------------------------------------------------------

Each portfolio has a non-fee distribution plan that recognizes that Neuberger
Berman Management may use its own resources, including profits that derive from
administration fees paid by the portfolios, to pay expenses associated with the
distribution of portfolio shares.

Neuberger Berman Management may also pay insurance companies for services they
provide to current and prospective variable contract owners, such as providing
information about the portfolios and delivering portfolio documents, among other
services.

Neuberger Berman Management does not receive any separate fees from the
portfolios for making these payments.

37 Your Investment
<PAGE>

DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

OTHER TAX-RELATED CONSIDERATIONS -- In unusual circumstances, there may be a
risk to you of special tax liabilities from an investment in the portfolios.
Because the portfolios are offered through certain variable insurance policies
and qualified plans, they are subject to special diversification standards
beyond those that normally apply to mutual funds. If the underlying assets of a
portfolio fail to meet the special standards, you could be subject to adverse
tax consequences -- for example, some of the income earned by a portfolio could
generate a current tax liability.

The managers of each portfolios' assets intend to comply with the special
diversification requirements. It is possible that their attempts to comply may
at times call for decisions that would somewhat reduce investment performance.

- --------------------------------------------------------------------------------
EURO AND YEAR 2000 ISSUES
- --------------------------------------------------------------------------------

Like other mutual funds, the portfolios could be affected by problems relating
to the conversion of European currencies into the Euro beginning 1/1/99 and the
ability of computer systems to recognize the year 2000.

At Neuberger Berman, we are taking steps to ensure that our own computer systems
are compliant with Euro and Year 2000 issues and to determine that the systems
used by our major service providers are also compliant. We are also making
efforts to determine whether companies whose securities are owned by the
portfolios will be affected by either issue.

At the same time, it is impossible to know in advance whether these problems,
which could disrupt fund operations and investments if uncorrected, have been
adequately addressed.

38 Your Investment
<PAGE>

FOR ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

If you'd like further details on any of these portfolios, you can request a
free copy of the following documents:

SHAREHOLDER REPORTS -- Published twice a year, the shareholder reports offer
information about the portfolio's recent performance, including:

- - a discussion by the portfolio manager(s) about strategies and market
conditions

- - fund performance data and financial statements

- - complete portfolio holdings

STATEMENT OF ADDITIONAL INFORMATION -- The SAI contains more comprehensive
information on these portfolios, including:

- - various types of securities and practices, and their risks

- - investment limitations and additional policies

- - information about each portfolio's management and business structure

The SAI is incorporated by reference into this prospectus, making it legally
part of this prospectus.

INVESTMENT MANAGER:
Neuberger Berman Management Inc.
SUB-ADVISER:
Neuberger Berman LLC

NEUBERGER BERMAN

NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue, 2nd Floor
New York, NY 01058-0180

- --------------------------------------------------------------------------------
OBTAINING INFORMATION
- --------------------------------------------------------------------------------

You can obtain a shareholder report, SAI, and other information from:

NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue, 2nd Floor
New York, NY 10168-0180

800-877-9700
212-476-8800

WEB SITE:
www.nbfunds.com
EMAIL:
[email protected]

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-6005
800-SEC-0330 (Public Reference Section)

WEB SITE:
www.sec.gov

You can request copies of documents from the SEC for the cost of a duplicating
fee, or view documents at the SEC's Public Reference Room in Washington, D.C.

SEC file number 811-425

<PAGE>
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

STATEMENT OF ADDITIONAL INFORMATION

Dated May 1, 1999

The Balanced Portfolio, Growth Portfolio, Guardian Portfolio,
International Portfolio, Limited Maturity Bond Portfolio, Liquid Asset
Portfolio, Mid-Cap Growth Portfolio, Partners Portfolio and Socially Responsive
Portfolio (each a "Portfolio") of Neuberger Berman Advisers Management Trust
("Trust") offer shares pursuant to a Prospectus dated May 1, 1999 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, AMT Partners Investments and AMT Socially Responsive
Investments (each a "Series"), respectively.

The Portfolios' Prospectus provides the basic information that an
investor should 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.

The "Neuberger Berman" name and logo are service marks of Neuberger
Berman LLC. "Neuberger Berman Management Inc." and the Portfolios and Series
names in this SAI are either service marks or registered trademarks of Neuberger
Berman Management Inc. (C)1999 Neuberger Berman Management Inc.

<PAGE>
TABLE OF CONTENTS
Page

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

Investment Policies and Limitations..................................1
Rating Agencies......................................................5
Investment Insight...................................................6
Additional Investment Information...................................17

CERTAIN RISK CONSIDERATIONS..................................................54

PERFORMANCE INFORMATION......................................................55

TRUSTEES AND OFFICERS........................................................59

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..........................64

INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION SERVICES..................67

Expense Limitations.................................................69
Management and Control of NB Management.............................70
Sub-Adviser.........................................................71
Investment Companies Advised........................................72

DISTRIBUTION ARRANGEMENTS....................................................74

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...............................75

Suspension of Redemptions...........................................76
Redemptions in Kind.................................................76

DIVIDENDS AND OTHER DISTRIBUTIONS............................................77

ADDITIONAL TAX INFORMATION...................................................77

Taxation of Each Portfolio..........................................77
Taxation of Each Series.............................................80

PORTFOLIO TRANSACTIONS.......................................................84

PORTFOLIO TURNOVER...........................................................91

REPORTS TO SHAREHOLDERS......................................................91

INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER MATTERS........91

CUSTODIAN AND TRANSFER AGENT.................................................94

INDEPENDENT AUDITORS.........................................................94

LEGAL COUNSEL................................................................94

REGISTRATION STATEMENT.......................................................94

FINANCIAL STATEMENTS.........................................................95

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

APPENDIX B: NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST.....................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 and organized on May 23,
1994. 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 securities
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 ("NB 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 without shareholder approval. 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.

For purposes of the investment limitation on concentration in a
particular industry, NB 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 Series' quality restrictions, the 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 and
certificates of deposit ("CD") is interpreted to include similar types of time
deposits.

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 percentage 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,
NB 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, or (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, or securities of another regulated investment company.

(AMT Liquid Asset Investments). The Series may not purchase the
securities of any one issuer (other than U.S. Government and Agency Securities
or securities subject to a guarantee issued by a non-controlled person as
defined in Rule 2a-7 under the 1940 Act) if, as a result, more than 5% of the
Series' total assets would be invested in the securities of that issuer.

6........Foreign Securities. (AMT Guardian, Partners, and Socially
Responsive 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,
including American Depositary Receipts ("ADRs").

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.

The other Series are not subject to any restrictions on their ability
to pledge or hypothecate assets and may do so in connection with permitted
borrowings.

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.

AMT Growth and Partners Investments do not intend to invest in futures
contracts and options thereon during the coming year. In addition, although the
Series do not have policies limiting their investment in warrants, no Series
currently intends to invest in warrants unless acquired in units or attached to
securities.

Temporary Defensive Positions.

For temporary defensive purposes, each Series (except AMT Socially
Responsive and 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. AMT Limited Maturity
Bond, Balanced (debt securities portion) and Liquid Asset Investments may adopt
shorter than normal weighted average maturities or durations. Yields on these
securities are generally lower than yields available on the lower-rated debt
securities in which AMT Limited Maturity Bond and AMT Balanced (debt portion)
Investments normally invests.

Any part of AMT Socially Responsive Investments' assets may be retained
temporarily in investment grade fixed income securities of non-governmental
issuers, U.S. Government and Agency Securities, repurchase agreements, money
market instruments, commercial paper, and cash and cash equivalents when NB
Management believes that significant adverse market, economic political, or
other circumstances require prompt action to avoid losses. Generally, the
foregoing temporary investments for AMT Socially Responsive Investments are
selected with a concern for the social impact of each investment.

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. AMT
International Investments may also invest in such instruments to increase
liquidity or to provide collateral to be held in segregated accounts.

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 NB Management to the rated
securities in which the Series may permissibly invest.
<PAGE>
Investment Insight

Neuberger Berman's commitment to its asset management approach is
reflected in the more than $125 million the organization's principals, employees
and their families have invested in the Neuberger Berman mutual funds.

AMT Limited Maturity Bond, Balanced (debt securities portion) and
Liquid Asset Investments are designed with varying degrees of risk and return
based on the duration and/or maturity of each Series. Duration measures a bond's
exposure to interest rate risk. Duration incorporates a bond's yield, coupon
interest payments, final maturity and call features into one measure. In
general, the longer you extend a bond's duration, the greater its potential
return and exposure to interest rate fluctuations.

For example, AMT Liquid Asset Investments is a money market fund with
average portfolio maturity of up to 90 days. AMT Limited Maturity Bond and
Balanced (debt securities portion) Investments seek a higher income but can
experience more price fluctuation. Their portfolio of bonds has a maximum
average duration of four years. A more detailed discussion of each Series
follows. In all cases, these Series pursue attractive current income with
varying levels of risk to principal and differ according to their investment
guidelines. These guidelines include maturity or duration, type of bonds, and
the credit quality of these bonds.

AMT Growth Investments; AMT Balanced Investments (equity securities portion)

The portfolio co-managers of AMT Growth and Balanced (equity securities
portion) Investments love surprises - positive earnings surprises that is. Their
extensive research has revealed that historically the stocks of companies that
consistently exceeded consensus earnings estimates tended to be terrific
performers. They screen the mid-cap growth stock universe to isolate stocks
whose most recent earnings have beat the Street's expectations. They then roll
up their sleeves and, through diligent fundamental research, strive to identify
those companies most likely to record a string of positive earnings surprises.
Their goal is to invest today in the fast growing mid-sized companies that will
comprise tomorrow's Fortune 500.

The co-managers explain, "Let us begin by saying we are growth stock
investors in the purest sense of the term. We want to own the stocks of
companies that are growing earnings faster than the average American business
and ideally, faster than the competitors in their respective industries." The
co-managers explain that they are particularly biased towards companies that
have consistently beaten consensus earnings estimates. Their extensive research
has revealed that stocks whose earnings consistently exceeded expectations
offered greater potential for long-term capital appreciation.

The co-managers focus their research efforts on mid-cap stocks in new
and/or rapidly evolving industries. However, the Series can invest in securities
of companies of any capitalization level. The mid-cap growth sector is less
widely followed by Wall Street analysts and therefore, less efficient than the
large-cap stock market. Considering the currently high valuations of large-cap
growth stocks relative to mid-cap growth stocks with what the co-managers think
is comparable or, in many cases, better earnings growth potential, they believe
the Series are particularly well positioned in today's market.

The Series now use the Russell Midcap(TM) Index as a benchmark in
addition to the S&P "500". The Series regard mid-cap companies to be those
companies with market capitalizations that, at the time of investment, fall
within the capitalization range of the Russell Midcap(TM) Index as last
announced by the Frank Russell Company before the date of this SAI. For purposes
of this SAI, that range was approximately $1.4 billion to $10.3 billion.
Companies whose market capitalizations move out of this mid-cap range after
purchase continue to be considered mid-cap companies for purposes of the Series'
investment program. The Series do not follow a policy of active trading for
short-term profits.

They reiterate, "Let us once again emphasize we are growth stock
investors. But, there is a value component to our discipline as well. We just
define value differently." The kind of fast growth companies the co-managers
favor generally do not trade at below market average price/earnings ratios.
However, they often trade at very reasonable multiples relative to annual
earnings growth rates. Given the choice between two good companies with
comparable earnings growth rates, the co-managers will select the one trading at
the lower multiple to earnings growth.

"We are dispassionate sellers," say the co-managers. "If a stock does
not live up to our earnings expectations or if we believe its valuation has
become excessive, we will sell and direct the assets to another opportunity we
find more attractive. We will maintain a broadly diversified portfolio rather
than heavily concentrating our holdings in just a few of the fastest growing
industry groups."

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 knowledgeable
about the companies whose stocks they buy. That knowledge is important, because
sometimes it takes courage to buy stocks that the rest of the market has
forsaken. 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.

Consistent Value Style

Guardian is a large cap value fund that searches for:

o Established high-quality companies
o Low price/earnings ratios
o Strong balance sheets
o Solid management

Disciplined, Large-Cap Value Orientation

As part of its stock selection process, the portfolio pursues a
disciplined, value-driven investment style, which is Neuberger Berman's historic
strength. Specifically, the portfolio co-managers seek large-capitalization
companies whose stock prices are substantially undervalued. Characteristics of
these firms may include: solid balance sheets, above-average returns, low
valuations, and consistent earnings.

Bottom-Up Approach to Stock Selection

The managers believe cheap stocks are plentiful, but true investment
bargains are a rare find. To uncover them, they scour a universe of stocks
consisting of the bottom 20% of the market in terms of valuation. Those deemed
by the managers as inexpensive and poised for a turnaround are placed under
consideration. Potential investment candidates are financially sound,
well-managed companies that are undervalued relative to their earnings potential
and the market as a whole.

A Broad View of Risk Management

Managing risk involves carefully monitoring the way the stocks in the
portfolio react to one another as well as to outside factors. Companies that are
in completely different sectors may in fact react similarly to certain economic,
market or international events. In their efforts to consider these
relationships, the managers use quantitative analysis to evaluate these factors
and their impact on the overall portfolio. It is a process they believe is a
crucial component in controlling risk and one that evolves over time as new
holdings are introduced to the portfolio.

A Strong Sell Discipline

The managers will generally make an initial investment in a stock of
between 1-4% of total net assets. A higher weighting indicates that they believe
the company has an "edge" over Wall Street analysts, or they believe it is an
uncovered value that others may have overlooked. Once a stock grows beyond the
high side of that range, gains are harvested and the holding is reduced to about
3% of total net assets.

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 confiscator 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.

At least 65% of the Series' total assets normally are invested in
equity securities of foreign issuers. The Series invests primarily in equity
securities of companies located in developed foreign economies, as well as in
"emerging markets." NB Management's investment process includes a combination of
a top-down or macro-economic analysis and a bottom-up, micro-economic approach,
as well as a blend of growth and value investment styles. The Series may use
leverage to facilitate transactions it enters into for hedging purposes.

The portfolio manager searches the world for investment opportunities
wherever and whenever they arise -- in both developed and emerging markets.

A Macro- and Micro-Economic Approach

A macro view of various regions and countries is incorporated into the
manager's fundamental bottom-up approach to aid in the selection of areas that
offer the best relative value. The manager's analysis is designed to add value,
not replicate a particular international index. Countries believed to offer the
best investment potential are overweighted, while those with limited prospects
are underweighted. The manager's micro or bottom-up perspective seeks
well-managed companies with strong fundamentals, such as attractive cash flows,
strong balance sheets, and solid earnings growth. The Series' selection process
leads to investments in companies of all sizes, including small-, mid- and
large-sized companies.

A Blend of Growth and Value Investment Styles

The manager uses a blend of styles to guard against significant losses
when a particular style falls out of favor with investors. The growth component
highlights rapidly growing companies in niche industries with unique products or
services, while the value component focuses on undervalued, out-of-favor
companies that may be poised for a turnaround.

Well-Diversified Across Countries and Individual Securities

The manager typically allocates assets across more than 20 countries
and upwards of 100 individual securities issues.

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.

To illustrate the importance of including an international component in
a well-diversified portfolio, below are the annual returns for the S&P "500"
Index and the EAFE(R) Index for the years 1984-1998. In seven of the past
fifteen years, international stocks (as represented by the EAFE Index) have
outperformed U.S. stocks (as represented by the S&P 500 Index), in some cases by
a significant margin. Conversely, in other years, U.S. stocks have substantially
outperformed international stocks. Investors with exposure to both domestic and
international issues can minimize losses because gains in one market can offset
losses in another.

<TABLE>
<CAPTION>
Annual Total Returns for EAFE and S&P 500 (1984-1998):2

-----------------------------------------------------------------------------------------------------------------------------------
Year 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
S&P 500 28.52% 33.32% 22.90% 37.44% 1.36% 10.03% 7.61% 30.34% -3.11% 31.59% 16.50% 5.18% 18.62% 31.64% 6.22%
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
EAFE 20.33% 2.06% 6.36% 11.55% 8.06% 32.94% -11.85% 12.50% -23.20% 10.80% 28.59% 24.93% 69.94% 56.72% 7.86%
-----------------------------------------------------------------------------------------------------------------------------------
<FN>

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

2 Total return includes reinvestment of all dividends and other
distributions. The EFAE(R) Index, also known as the Morgan Stanley
Capital International Europe, Australasia, Far East Index, is an
unmanaged index of over 1,000 foreign stock prices and is translated
into U.S. dollars. The S&P "500" Index is an unmanaged index generally
considered to be representative of U.S. stock market activity. Indices
do not take into account brokerage commissions or other fees and
expenses of investing in the individual securities that they track.
Data about the performance of these indices are prepared or obtained by
NB Management.
</FN>
</TABLE>

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.

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 searching for timely, accurate, and
comprehensive information about foreign economies and securities is left to
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 Portfolio's
investments the securities of large-capitalization companies, determined in
relation to the appropriate national market, as well as securities of
faster-growing, small- and 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
Portfolio 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 Portfolio's 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.

Q: Do you integrate ideas from Neuberger Berman's 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)

AMT Limited Maturity Bond Investments and Balanced Investments (debt
securities portion) are appropriate for investors who seek to participate in the
returns of the bond market, but wish to avoid significant fluctuations in
principal value. In order to achieve its investment goal, each Series has the
flexibility to invest across the full range of bond sectors (corporate,
mortgage-backed securities, etc.) and may invest a limited portion of its assets
in foreign securities denominated in foreign currencies as well as lower-rated
"high yield" issues.

The investment strategy of these Series is based upon the demonstrated
ability of short and intermediate duration portfolios to deliver virtually all
of the income of riskier long-term maturity portfolios. Thus, these Series limit
their maximum average duration to four years. However, in order to improve total
return, it invests across a broad range of fixed income sectors and within each
sector seeks out securities that have a higher yield than counterpart issues
that we believe have a similar credit risk. It may opportunistically invest in
foreign issues when they offer higher yield than U.S. issues. In addition, it
may invest up to 10% of its net assets in "high yield" issues when these issues
offer the prospect of higher total return to the Series. It is the manager's
belief that the combination of broad sector diversification, active security
selection and flexible maturity and duration management can offer investors the
prospect of total returns that will approximate the bond market as a whole, with
only moderate fluctuation in principal value.

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 NB 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.

AMT Socially Responsive Investments

Securities for this Series are selected through a two-phase process.
The first is financial. The portfolio manager analyzes a universe of companies
according to NB Management's value-oriented philosophy and looks for stocks
which are undervalued for any number of reasons. The manager focuses on
financial fundamentals, including balance sheet ratios and cash flow analysis,
and meets with company management in an effort to understand how those
unrecognized values might be realized in the market.

The second part of the process is social screening. NB Management's
social research is based on the same kind of philosophy that governs its
financial approach: NB Management believes that first-hand knowledge and
experience are its most important tools. Utilizing a database, the portfolio
manager does careful, in-depth tracking and analyzes a large number of companies
on some eighty issues in six broad social categories. The manager uses a wide
variety of sources to determine company practices and policies in these areas.
Performance is analyzed in light of knowledge of the issues and of the best
practices in each industry.

Under normal conditions, at least 65% of the Series' total assets are
invested in accordance with its Social Policy, and at least 65% of its total
assets are invested in equity securities. The Series expects that substantially
all of its equity securities will be selected in accordance with the Social
Policy. On occasion, the portfolio manager may consider deposits with community
banks and credit unions for investment.

The portfolio manager understands that, for many issues and in many
industries, absolute standards are elusive and often counterproductive. Thus, in
addition to quantitative measurements, the manager places value on such
indicators as management commitment, progress, direction, and industry
leadership.

An Interview with the Portfolio Manager

Q: First things first. How do you begin your stock selection process?

A: Our first question is always: On financial grounds alone, is a
company a smart investment? For a company's stock to meet our financial test, it
must pass a number of hurdles.

We look for bargains, just like the portfolio managers of the other
Portfolios. More specifically, we search for companies that we believe have
terrific products, excellent customer service, and solid balance sheets -- but
because they may have missed quarterly earnings expectations by a few pennies,
because their sectors are currently out of favor, because Wall Street
overreacted to a temporary setback, or because the company's merits aren't
widely known, their stocks are selling at a discount.

While we look at the stock's fundamentals carefully, that's not all we
examine. We meet an awful lot of CEOs and CFOs. Top officers of over 400
companies visit Neuberger Berman each year, and we're also frequently on the
road visiting dozens of corporations. We meet with representatives of every
company we own.

When we're face to face with a CEO, we're searching for answers to two
crucial questions: "Does the company have a vision of where it wants to go?" and
"Can the management team make it happen?" We've analyzed companies for over
three decades, and we always look for companies that have both clear strategies
and management talent.

Q: When you evaluate a company's balance sheet, what matters the most
to you?

A: Definitely a company's "free cash flow." Compare it to your
household's discretionary income -- the money you have left over each month
after you pay off your monthly debt and other expenses. With ample free cash
flow, a company can do any number of things. It can buy back its stock. Make
important acquisitions. Expand its research and development spending. Or
increase its dividend payments.

When a company generates lots of excess cash flow, it has growth
capital at its disposal. It can invest for higher profits down the line and
improve shareholder value. Determining exactly how a company intends to spend
its excess cash is an entirely different matter -- and that's where the
information learned in our company meetings comes in. Still, you've got to have
the extra cash in the first place. Which is why we pay so much attention to it.

Q: So you take a hard look at a company's balance sheet and its
management. After a company passes your financial test, what do you do next?

A: After we're convinced of a company's merits on financial grounds
alone, we review its record as a corporate citizen. In particular, we look for
evidence of leadership in three key areas: concern for the environment,
workplace diversity, and enlightened employment practices.

It should be clear that our social screening always takes place after
we search far and wide for what we believe are the best investment opportunities
available. This is a crucial point, and an analogy can be used to explain it.
Let's assume you're looking to fill a vital position in your company. What you'd
pay attention to first is the candidate's competence: Can he or she do the job?
So after interviewing a number of candidates, you'd narrow your list to those
that are highly qualified. To choose from this smaller group, you might look at
the candidate's personality: Can he or she get along with everyone in your
group?

Obviously, you wouldn't hire an unqualified person simply because he or
she is likable. What you'd probably do is give the job to a highly qualified
person who is also compatible with your group.

Now, let's turn to the companies that do make our financial cuts. How
do we decide whether they meet our social criteria? Once again, our regular
meetings with CEOs are key. We look for top management's support of programs
that put more women and minorities in the pipeline to be future officers and
board members; that minimize emissions, reduce waste, conserve energy, and
protect natural resources; and that enable employees to balance work and family
life with benefits such as flextime and generous maternal and paternal leave.

We realize that companies are not all good or all bad. Instead of
looking for ethical perfection, we analyze how a company responds to troublesome
problems. If a company is cited for breaking a pollution law, we evaluate its
reaction. We also ask: Is it the first time? Do its top executives have a plan
for making sure it doesn't happen again -- and how committed are they?

If we're satisfied with the answers, a company makes it into our
portfolio. When all is said and done, we invest in companies that have diverse
work forces, strong CEOs, tough environmental standards, and terrific balance
sheets. In our judgment, financially strong companies that are also good
corporate citizens are more likely to enjoy a competitive advantage. These days,
more and more people won't buy a product unless they know it's environmentally
friendly. In a similar vein, companies that treat their workers well may be more
productive and profitable.

Q: What kind of investors do you think are attracted to the Socially
Responsive Portfolio?

A: Shareholders that are looking to invest for the future in more ways
than one. While they care deeply about their own financial futures, they're
equally passionate about the world they leave to later generations. They want to
be able to meet their college bills and leave a world where the air is a little
cleaner and where the doors to the executive suite are a little more open.

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. As used
herein, "Equity Series" refers to AMT Balanced (equity securities portion),
Growth, Guardian, International, Mid-Cap Growth, and Partners Investments.
"Income Series" refers to AMT Balanced (debt securities portion), Limited
Maturity Bond, and Liquid Asset Investments.

* * *

Each Equity Series invests in a wide array of stocks, and no single
stock makes up more than a small fraction of and series' total assets. Of
course, each Series' holdings are subject to change.

Illiquid Securities. (All Series). Illiquid securities 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
1933 Act, as amended, 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 NB 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 even if they are not registered in the U.S.
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.

Policies and Limitations. Each Series may invest up to 15% (10% in the
case of AMT Liquid Asset Investments) of its net assets in illiquid securities.

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 from 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. Costs, delays, or losses could result if the
selling party to a repurchase agreement becomes bankrupt or otherwise defaults.
NB Management monitors the creditworthiness of sellers. 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.

Policies and Limitations. Repurchase agreements with a maturity of more
than seven days are considered to be illiquid securities. No Series may enter
into 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 may enter into a repurchase agreement only
if (1) the underlying securities are of a 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.

Securities Loans. (All Series). Each Series may lend securities to
banks, brokerage firms, or institutional investors judged creditworthy by NB
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. NB 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.

Policies and Limitations. Each Series may lend portfolio securities
with a value not exceeding 33-1/3% of its total assets to banks, brokerage
firms, or other institutional investors judged creditworthy by NB Management.
Borrowers are required continuously to secure their obligations to return
securities on loan from a Series by depositing collateral in a form determined
to be satisfactory by the trustees of Managers Trust ("Series Trustees). The
collateral, which must be marked to market daily, must be equal to at least 100%
of the market value of the loaned securities, which will also be marked to
market daily. Securities lending by AMT Socially Responsive Investments is not
subject to the Social Policy.

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 market 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. NB 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. Restricted securities for which no
market exists are priced by a method that the Series' Trustees believe
accurately reflect fair value.

Policies and Limitations. 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.

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, NB Management may in certain cases determine that
such paper is liquid, pursuant to guidelines established by the Series'
Trustees.

Policies and Limitations. Each Equity Series normally may invest up to
35% of its net assets in debt securities, including commercial paper. Except
with respect to AMT Partners, Mid-Cap Growth and International Investments, the
Equity Series may invest in commercial paper only if it has received the highest
rating from S&P (A-1) or Moody's (P-1) or is deemed by NB Management to be of
comparable quality. AMT International Investments may invest in such commercial
paper as a defensive measure, to increase liquidity, or as needed for segregated
accounts.

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. Reverse repurchase agreements may increase fluctuations in a
Series' and its corresponding Portfolio's NAV and may be viewed as a form of
leverage. 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. NB Management monitors the
creditworthiness of counterparties to reverse repurchase agreements.

Policies and Limitations. Reverse repurchase 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 or
appropriate liquid securities, marked to market daily, in an amount at least
equal to each Series' obligations under the agreement.

Banking and Savings Institution Securities. 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.

Policies and Limitations. AMT Liquid Asset Investments may invest 25%
or more of its total assets in CDs or banker's acceptances issued by domestic
branches of U.S. banks. CDs are interpreted to include similar types of time
deposits. The Series 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 NB Management's approved
list, and (3) in the case of a foreign bank or institution, the securities are,
in NB 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.

Each Equity Series will normally limit its investments in debt
securities, including banking and savings institution securities, to no more
than 35% of its total assets.

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
Portfolio's 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 from borrowing 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.

Policies and 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. Reverse repurchase agreements create
leverage and are considered borrowings for purposes of the Series' investment
limitations.

Foreign Securities. (All Series). Each Series may invest in U.S.
dollar-denominated securities issued by foreign issuers (including banks,
governments, and quasi-governmental organizations) and foreign branches of U.S.
banks, including negotiable CDs, banker's acceptances and commercial paper.
These investments are subject to each Series' quality and, in the case of each
Income Series, its maturity or duration standards.

While investments in foreign securities are intended to reduce risk by
providing further diversification (except with respect to AMT International
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, less 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) CDs,
commercial paper, fixed-time deposits, and bankers' acceptances issued by
foreign banks, (3) obligations of other corporations, and (4) 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 (and gains realized on
disposition thereof) 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.

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.

The Series (except AMT Liquid Asset and Limited Maturity Bond
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 sponsored ADRs, but not unsponsored ADRs, are
contractually obligated to disclose material information in the United States.
Therefore, the market value of unsponsored ADRs may not reflect the effect of
such information. 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.

Policies and Limitations. In order to limit the risks inherent in
investing in foreign currency denominated securities, AMT Balanced (equity
securities portion), Growth, Guardian, Partners, and Socially Responsive
Investments may not purchase any such security if, as a result, more than 10% of
its total assets (taken at market value) would be invested in foreign currency
denominated securities. AMT Limited Maturity Bond Investments may not purchase
securities denominated in or indexed to foreign currencies, if, as a result,
more than 25% of its total assets (taken at market value) would be invested in
such securities. AMT Mid-Cap Growth Investments may not purchase foreign
currency denominated securities if, as a result, more than 20% of its total
assets (taken at market value) would be invested in such securities. Within
those limitations, however, no Series is restricted in the amount it may invest
in securities denominated in any one foreign currency. AMT International
Investments invests primarily in foreign securities. AMT Liquid Asset
Investments may not invest in foreign currency-denominated securities.

Investments in securities of foreign issuers are subject to each
Series' quality standards. Each Series (except AMT International Investments)
may invest only in securities of issuers in countries whose governments are
considered stable by NB Management.

Japanese Investments. (AMT International Investments). All of the
Series may invest in foreign securities, including securities of Japanese
issuers. From time to time, AMT International Investments may invest a
significant portion of its assets in securities of Japanese issuers. The
performance of the Series 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. Japan is located in a seismically active area, and severe earthquakes may
damage important elements of the country's infrastructure. Japan's economic
prospects may be affected by the political and military situations of its near
neighbors, notably North and South Korea, China and Russia.

Variable or Floating Rate Securities; Demand and Put 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 a 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. 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.

Among the Adjustable Rate Securities in which AMT Liquid Asset
Investments 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 laws.

Policies and Limitations. 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. Each Equity Series normally may invest up to 35%
of its total assets in debt securities, including variable or floating rate
securities.

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. 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, NB Management considers whether the interest
rate reset is expected to cause the security to trade at approximately its par
value.

GICs are generally regarded as illiquid. Thus, AMT Liquid Asset
Investments may not invest in such GICs if, as a result, more than 10% of the
value of its net assets would then be invested in such GICs and other illiquid
securities.

Mortgage-Backed Securities. (AMT Liquid Asset, Limited Maturity Bond
and 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 GNMA, Fannie Mae, and Freddie Mac, though not
necessarily backed by the full faith and credit of the United States, or may be
issued by private issuers. Private issuers are generally originators of and
investors in mortgage loans and include 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-governmental 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.

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 NB Management believes is reasonable in light of all relevant
circumstances. If this determination is not borne out in practice, it could
positively or negatively affect the value of the Series and corresponding
Portfolio 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.

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. NB 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 Portfolio may buy mortgage-backed securities
without insurance or guarantees, if NB Management determines that the securities
meet the Portfolio's quality standards. NB Management will, consistent with the
Portfolio's investment objectives, 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.

Policies and Limitations. A Series may not purchase mortgage-backed
securities that, in NB 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.

Dollar Rolls. (AMT Limited Maturity Bond and Balanced Investments). In
a "dollar roll", a Series sells securities for delivery in the current month and
simultaneously agrees to repurchase substantially similar (i.e., 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. Dollar rolls may increase fluctuations in a
Series' and its corresponding Portfolio's NAVs and may be viewed as a form of
leverage. 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. 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.
NB Management monitors the creditworthiness of counterparties to dollar rolls.

Policies and Limitations. Dollar rolls are considered borrowings for
purposes of each Series' investment policies and limitations concerning
borrowings.

Forward Commitments (AMT International Investments) and When-Issued
Securities. (AMT International, Limited Maturity Bond, and Balanced (debt
securities portion) Investments). The 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 AMT International Investments 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 NB 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, AMT International Investments 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. If the
seller fails to complete the sale, the Series may lose the opportunity to obtain
a favorable price.

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 AMT International Investments makes a
forward commitment to sell securities it owns, the proceeds to be received upon
settlement are included in the Series' assets. Fluctuations in the market value
of the underlying securities are not reflected in the Series' NAV as long as the
commitment to sell remains in effect.

Policies and Limitations. 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,
appropriate liquid securities having a value (determined daily) 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.

Futures, Options on Futures, Options on Securities and Indices,
Forward Contracts, and Options on Foreign
Currencies (collectively, "Financial Instruments")

Futures Contracts and Options Thereon. (AMT Socially Responsive,
International, Guardian, Mid-Cap Growth, Limited Maturity Bond and Balanced
Investments). Each of AMT Socially Responsive 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 futures and options thereon, to
hedge against changes in prevailing currency exchange rates. Because the futures
markets may be more liquid than the cash markets, the use of futures contracts
permits each Series to enhance portfolio liquidity and maintain a defensive
position without having to sell portfolio securities. Each Series views
investment in (i) interest rate and securities index futures and options thereon
as a maturity management device and/or a device to reduce risk or preserve total
return in an adverse environment for the hedged securities, and (ii) 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 that are held or intended to be acquired by the Series.

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 and options thereon in an
attempt to hedge against changes in the prices of securities or, in the case of
foreign currency futures and options thereon, to hedge against 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. The Series 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 the 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 Investments may enter into futures contracts on
currencies, debt securities, interest rates, and securities indices that are
traded on exchanges regulated by the Commodity Futures Trading Commission
("CFTC") or on foreign exchanges. Trading on foreign exchanges is subject to the
legal requirements of the jurisdiction in which the exchange is located and 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 NB Management believes to be a favorable price
for securities the Series intends to purchase. If a futures contract is
purchased by the Series, 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 AMT International Investments 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 Investments may
sell a futures contract or a call option, or it may purchase a put option on
such futures contract, if NB 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. If NB Management
anticipates that a particular currency will rise, AMT International Investments
may purchase a currency futures contract or a call option 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 NB
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.

AMT Guardian Investments may purchase and sell stock index futures
contracts, and may purchase and sell options thereon. For purposes of managing
cash flow, the managers may use such futures and options to increase the Series'
exposure to the performance of a recognized securities index, such as the S&P
"500" Index.

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 stock and 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, an
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. 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 a Series 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 a futures contract 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 the 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 deposit to exceed the required
margin, the excess will be paid to the Series. In computing their NAVs, the
Series mark to market the value of their 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 discussed herein.

Although each Series believes that the use of futures contracts will
benefit it, if NB Management's judgment about the general direction of the
markets or about interest rate or currency exchange rate trends is incorrect,
the Series' (and corresponding Portfolio's) overall return would be lower than
if it had not entered into any such contracts. Further, an appropriate futures
contract may not be available even if the portfolio manager wishes to enter into
one. The prices of futures contracts 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 contracts and of securities
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 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 traders to substantial losses. If this were to happen with respect to
a position held by a Series, it could (depending on the size of the position)
have an adverse impact on the NAV of the Series (and corresponding Portfolio).

Policies and Limitations. AMT Socially Responsive and Mid-Cap Growth
Investments may purchase and sell 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 futures and options thereon, to
hedge against prevailing currency exchange rates. The Series does not engage in
transactions in futures and options on futures for speculation. The use of
futures and options on futures by AMT Socially Responsive Investments is not
subject to the Social Policy.

AMT International Investments may purchase and sell futures for bona
fide hedging purposes, as defined in regulations of the CFTC, and for
non-hedging purposes (i.e., in an effort to enhance income). The Series may also
purchase and write put and call options on such futures contracts for bona fide
hedging and non-hedging purposes.

AMT Limited Maturity Bond and Balanced Investments may purchase and
sell interest rate and bond index futures and may purchase and sell options
thereon in an attempt to hedge against changes in securities prices resulting
from changes in prevailing interest rates. The Series engage in foreign currency
futures and options transactions in an attempt to hedge against changes in
prevailing currency exchange rates. Neither Series engages in transactions in
futures or options thereon for speculation.

Call Options on Securities. (All Series except AMT Liquid Asset
Investments). AMT, Socially Responsive, Mid-Cap Growth, Limited Maturity Bond,
Balanced and International Investments may write covered call options and may
purchase call options on securities. Each of the other Series may write 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, at least in part,
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. Portfolio
securities on which call options may be written and purchased by a Series are
purchased solely on the basis of investment considerations consistent with the
Series' investment objective.

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. The Series receives a premium for
writing the call option. When writing call options, each Series writes only
"covered" call options on securities it owns. So long as the obligation of the
call option continues, the Series 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 an 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 Series would purchase a call option to protect against an increase in
the price of securities it intends to purchase or to offset a previously written
call option.

The writing of covered call options is a conservative investment
technique that is believed to involve relatively little risk, 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 higher than the current
market price of the security.

If a call option that a Series has written expires unexercised, the
Series will realize a gain in the amount of the premium; however, that gain may
be offset by a decline in the market value of the underlying security during the
option period. If the call option is exercised, the Series will realize a gain
or loss from the sale of the underlying security.

Policies and Limitations. Income Series (except AMT Liquid Asset
Investments). Each Series may write covered call options and may purchase call
options on debt securities in its portfolio or on foreign currencies in its
portfolio for hedging purposes. Each Series may write covered call options for
the purpose of producing income. Each Series will write a call option on a
security only if it holds that security or currency or has the right to obtain
the security or currency at no additional cost.

Equity Series. Each Series may write covered call options and may
purchase call options in related closing transactions. Each Series writes only
"covered" call options on securities it owns (in contrast to the writing of
"naked" or uncovered call options, which the Series will not do).

A Series would purchase a call option to offset a previously written
call option. Each of AMT Socially Responsive, Mid-Cap Growth, Limited Maturity
Bond and Balanced Investments also may purchase a call option to protect against
an increase in the price of the securities it intends to purchase. The use of
call options on securities by AMT Socially Responsive Investments is not subject
to the Social Policy. AMT International Investments may purchase call options
for hedging or non-hedging purposes.

Put Options on Securities. (AMT Socially Responsive, Mid-Cap Growth,
International, Limited Maturity Bond and Balanced Investments). Each of these
Series may write and purchase put options on securities.

The Series will receive a premium for writing a put option, which
obligates the Series to acquire a security at a certain price at any time until
a certain date if the purchaser decides to exercise the option. The Series may
be obligated to purchase the underlying 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. The Series would purchase a put option in order to
protect itself against a decline in the market value of a security it owns.

Portfolio securities on which 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. When writing a put option, the
Series, in return for the premium, takes the risk that it must purchase the
underlying security at a price that may be higher than the current market price
of the security. If a put option that the Series has written expires
unexercised, the Series will realize a gain in the amount of the premium.

Policies and Limitations. AMT Socially Responsive, Mid-Cap Growth and
International Investments generally write and purchase put options on securities
for hedging purposes (i.e., to reduce, at least in part, the effect of price
fluctuations of securities held by the Series on the Series' and its
corresponding Portfolio's NAVs). However, AMT International Investments also may
use put options for non-hedging purposes. The use of put options on securities
by AMT Socially Responsive Investments is not subject to the Social Policy.

AMT Limited Maturity Bond and Balanced Investments generally write and
purchase put options on securities or on foreign currencies for hedging purposes
(i.e., to reduce, at least in part, the effect of price fluctuations of
securities held by the Series on the Series' and its corresponding Portfolio's
NAVs).

General Information About Securities Options. 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 also may purchase European-style options, which are
exercisable only immediately prior to their expiration date. The obligation
under any option written by a Series terminates upon expiration of the option
or, at an earlier time, when the Series 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, the 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 also may
purchase and sell options that 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 a 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 transaction with the dealer to whom (or from whom) the Series
originally sold (or purchased) the option. There can be no assurance that the
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 until different cover is
substituted. In the event of the counter-party's insolvency, a Series may be
unable to liquidate its options position and the associated cover. NB Management
monitors the creditworthiness of dealers with which a Series may engage in OTC
options transactions.

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

A Series pays brokerage commissions or spreads in connection with
purchasing or writing options, including those used to close out existing
positions. From time to time, the 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.

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.

Policies and Limitations. Each Series may use American-style options.
AMT International Investments may also purchase European-style options and may
purchase and sell options that are traded on foreign exchanges.

The assets used as cover (or held in a segregated account) for OTC
options written by a Series will be considered illiquid 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 use of put and call options by AMT Socially Responsive Investments
is not subject to the Social Policy.

Put and Call Options on Securities Indices. (AMT International and
Guardian Investments). AMT International Investments may purchase put and call
options on securities indices for the purpose of hedging against the risk of
price movements that would adversely affect 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.

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 (1) the difference between the exercise price of the
option and the value of the underlying securities index on the exercise date (2)
multiplied by 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.

The effectiveness of hedging through the purchase of securities index
options will depend upon the extent to which price movements in the securities
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.

Securities index options have characteristics and risks similar to
those of securities options, as discussed herein.

Policies and Limitations. AMT International Investments may purchase
put and call options on securities indices for the purpose of hedging. All
securities index options purchased by the Series will be listed and traded on an
exchange. The Series currently does not expect to invest a substantial portion
of its assets in securities index options.

For purposes of managing cash flow, AMT Guardian Investments may
purchase put and call options on securities indices to increase the Series'
exposure to the performance of a recognized securities index, such as the S&P
"500" Index. All securities index options purchased by AMT Guardian Investments
will be listed and traded on an exchange.

Foreign Currency Transactions. (All Series except AMT Liquid Asset
Investments). Each 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"). The 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 (other than AMT International Investments) 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 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; foreign exchange dealers realize a profit based on the
difference (the spread) between the prices 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.

NB 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 NB 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. The Series may invest in securities denominated in the European
Currency Unit ("ECU"), which is a "basket" consisting of a specified amount of
the currencies of certain of the member states of the European Union. The
specific amounts of currencies comprising the ECU may be adjusted by the Council
of Ministers of the European Union from time to time to reflect changes in
relative values of the underlying currencies. 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. In addition,
AMT International Investments may invest in securities denominated in other
currency baskets.

Policies and Limitations. The Series (other than AMT International
Investments) may enter into forward contracts for the purpose of hedging and not
for speculation. The use of forward contracts by AMT Socially Responsive
Investments is not subject to the Social Policy.

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 NB 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.

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. AMT International Investments 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.

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.

Policies and Limitations. A Series would use options on foreign
currencies 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 NB
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. The use of options on
currencies by AMT Socially Responsive Investments is not subject to the Social
Policy.

Regulatory Limitations on Using Financial Instruments. 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. AMT
Growth and Partners Investments do not intend to invest in futures contracts and
options thereon during the coming year.

Cover for Financial Instruments. 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 to promptly 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.

Policies and Limitations. Each Series will comply with SEC guidelines
regarding "cover" for Financial Instruments and, if the guidelines so require,
set aside in a segregated account with its custodian the prescribed amount of
cash or appropriate liquid securities.

General Risks of Financial Instruments. The primary risks in using
Financial 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 the prices of Financial Instruments; (2) possible lack of a
liquid secondary market for Financial Instruments and the resulting inability to
close out Financial Instruments when desired; (3) the fact that the skills
needed to use Financial Instruments are different from those needed to select a
Series' securities; (4) the fact that, although use of Financial Instruments for
hedging purposes can reduce the risk of loss, they 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 Financial Instruments. There
can be no assurance that a Series' use of Financial Instruments will be
successful.

Each Series' use of Financial Instruments may be limited by the
provisions of the Internal Revenue Code of 1986, as amended ("Code"), with which
it must comply if its corresponding Portfolio is to continue to qualify as a
regulated investment company ("RIC"). See "Additional Tax Information."
Financial Instruments may not be available with respect to some currencies,
especially those of so-called emerging market countries.

Policies and Limitations. NB Management intends to reduce the risk of
imperfect correlation by investing only in Financial Instruments whose behavior
is expected to resemble or offset that of a Series' underlying securities or
currency. NB Management intends to reduce the risk that a Series will be unable
to close out Financial Instruments by entering into such transactions only if NB
Management believes there will be an active and liquid secondary market.

Indexed Securities. (AMT Limited Maturity Bond, International and
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.

Inflation-Indexed Securities. (AMT Limited Maturity Bond and Balanced
Investments). The Series 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.
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 security, the Series
may earn less on it than on a conventional bond.

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 fixed
rate U.S. Treasury issues and 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. 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.

Short Sales. (AMT International Investments). The Series may attempt to
limit exposure to a possible decline in the market value of portfolio securities
through short sales of securities that NB Management believes possess volatility
characteristics similar to those being hedged. The Series also may use short
sales in an attempt to realize gain. To effect a short sale, the Series borrows
a security from a brokerage firm to make delivery to the buyer. The Series then
is obliged to replace the borrowed security by purchasing it at the market price
at the time of replacement. Until the security is replaced, the Series is
required to pay 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 is required to pay in connection with the short sale. A short position
may be adversely affected by imperfect correlation between movements in the
price of the securities sold short and the securities being hedged.

The Series also may make short sales against-the-box, in which it sells
securities short only if it owns or has the right to obtain without payment of
additional consideration an equal amount of the same type of securities sold.

The effect of short selling on the Series is similar to the effect of
leverage. Short selling may amplify changes in the Series' and its corresponding
Portfolio's NAVs. Short selling may also produce higher than normal portfolio
turnover, which may result in increased transaction costs to the Series.

Policies and Limitations. Under applicable guidelines of the SEC staff,
if the Series engages in a short sale (other than a short sale against-the-box),
it must put in a segregated account (not with the broker) an amount of cash or
appropriate liquid securities equal to the difference between (1) the market
value of the securities sold short at the time they were sold short and (2) any
cash or 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 equals 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 is not less than the
market value of the securities at the time they were sold short.

Asset-Backed Securities. (AMT Liquid Asset, Limited Maturity Bond and
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. 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.
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.

AMT Limited Maturity Bond and Balanced Investments each 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. Dividend 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 a Series.

Convertible Securities. (Equity Series). Each 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. convertible
securities generally have features of both common stocks and debt 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.

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. Convertible securities are typically issued by smaller capitalized
companies whose stock prices may be volatile. 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.
Convertible securities generally have features of both common stocks and debt
securities. 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 a Series' and its corresponding Portfolio's ability to
achieve its investment objective.

Policies and Limitations. AMT Socially Responsive Investments may invest
up to 20% of its net assets in convertible securities. The Series does not
intend to purchase any convertible securities that are not investment grade.
Convertible debt securities are subject to each Series' investment policies and
limitations concerning debt securities.

Preferred Stock. (Equity Series). The Series may invest in preferred
stock. Unlike interest payments on debt securities, dividends on preferred stock
are generally payable at the discretion of the issuer's board of directors,
although preferred shareholders may have certain rights if dividends are not
paid. Shareholders may suffer a loss of value if dividends are not paid, and
generally have no legal recourse against the issuer. The market prices of
preferred stocks are generally more sensitive to changes in the issuer's
creditworthiness than are the prices of debt securities.

Zero Coupon (AMT Partners, International, Guardian, Growth, Mid-Cap
Growth, Socially Responsive, Limited Maturity Bond, Balanced, and Liquid Asset
Investments) and Step Coupon Securities. (AMT Limited Maturity Bond and Balanced
Investments). The 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 that 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. The
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. They are redeemed at face value when they mature.

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 and step 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 other
types of debt securities having similar maturities and credit quality.

Municipal Obligations. (Income Series). 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. The interest on
municipal obligations is generally exempt from federal income tax. The
tax-exempt status of any issue of municipal obligations is determined on the
basis of an opinion of the issuer's bond counsel at the time the obligations are
issued.

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.

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 under way 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.

Policies and Limitations. AMT Limited Maturity Bond Portfolio may
invest up to 5% of its net assets in municipal obligations. AMT Liquid Asset
Investments may invest in municipal obligations that otherwise meet its criteria
for quality and maturity.

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, or by instrumentalities of the U.S.
Government, such as the Government National Mortgage Association ("GNMA"),
Fannie Mae (also known as the Federal National Mortgage Association), Freddie
Mac (also known as the Federal Home Loan Mortgage Corporation), Student Loan
Marketing Association (commonly known as "Sallie Mae"), and Tennessee Valley
Authority. Some U.S. Government Agency Securities are supported by the full
faith and credit of the United States, while others may be supported by 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 U.S. Government Agency mortgage-backed
securities. (See "Mortgage-Backed Securities," below.) The market prices of U.S.
Government Agency Securities are not guaranteed by the Government and generally
fluctuate inversely with changing interest rates.

Policies and Limitations. AMT Liquid Asset Investments may invest 25%
or more of its total assets in U.S. Government and Agency Securities. The Equity
Series normally may invest up to 35% of their total assets in debt securities,
including U.S. Government and Agency securities.

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. Swap agreements may be illiquid. The swap market is relatively new
and is largely unregulated.

Policies and Limitations. 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.

Fixed Income Securities. (All Series). The Income Series invest
primarily in fixed income securities. While the emphasis of the Equity Series'
investment programs is on common stocks and other equity securities, the Series
may also invest in money market instruments, U.S. Government and Agency
Securities, and other fixed income securities. Each Series may invest in
investment grade corporate bonds and debentures. AMT Partners, Mid-Cap Growth,
Limited Maturity Bond, Balanced and International Investments each may invest in
corporate debt securities rated below investment grade.

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 or by
instrumentalities of the U.S. Government, such as the Government National
Mortgage Association, Fannie Mae (also known as Federal National Mortgage
Association), Freddie Mac (also known as Federal Home Loan Mortgage
Corporation), Student Loan Marketing Association (commonly known as "Sallie
Mae"), and the Tennessee Valley Authority. Some U.S. Government Agency
Securities are supported by the full faith and credit of the United States,
while others may by supported by 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 U.S. Government
Agency mortgage-backed securities. The market prices of U.S. Government and
Agency Securities are not guaranteed by the Government.

"Investment grade" debt securities are those receiving one of the four
highest ratings from Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's ("S&P"), or another nationally recognized statistical rating organization
("NRSRO") or, if unrated by any NRSRO, deemed by NB Management to be comparable
to such rated securities ("Comparable Unrated Securities"). Securities rated by
Moody's in its fourth highest rating category (Baa) or Comparable Unrated
Securities may be deemed to have speculative characteristics.

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 Portfolios may rely on the ratings of any NRSRO,
the Portfolios primarily refer to 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 its obligations ("credit
risk") and are subject to price volatility due to such factors as interest rate
sensitivity, market perception of the creditworthiness of the issuer, and market
liquidity ("market risk"). The value of the fixed income securities in which a
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. Foreign debt securities are subject to risks similar to those of
other foreign securities. 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.

Lower Rated Debt Securities. (AMT Balanced, Limited Maturity Bond,
Mid-Cap Growth, Partners and International Investments). 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. 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 with
similar maturities, but they may involve significant risk under adverse
conditions. In particular, adverse changes in general economic conditions and in
the industries in which the issuers are engaged and changes in the financial
condition of the issuers 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 Series 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 NB Management.

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. Judgment may play a greater role in pricing such
securities than it does for more liquid securities. 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.

See Appendix A for further information about the ratings of debt
securities assigned by S&P and Moody's.

Policies and Limitations. 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 and 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 with respect to AMT Limited
Maturity Bond Investments and 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 the 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 in domestic and foreign debt
securities of any rating, including those rated below investment grade and
Comparable Unrated Securities.

Subsequent to its purchase by a Series, an issue of debt securities may
cease to be rated or its rating may be reduced, so that the securities would no
longer be eligible for purchase by that Series. In such a case, AMT Socially
Responsive Investments will engage in an orderly disposition of the downgraded
securities, and AMT Limited Maturity Bond and Balanced (debt securities portion)
Investments will engage in an orderly disposition of the downgraded securities
or other securities to the extent necessary to ensure the Series' holdings that
are considered by the Series to be below investment grade will not exceed 10% of
its net assets. AMT Limited Maturity Bond and Balanced (debt securities portion)
Investments may hold up to 5% of its net assets in securities that are
downgraded after purchase to a rating below that permissible by the Series'
investment policies. Each other Series (except AMT International Investments)
will engage in an orderly disposition of downgraded securities to the extent
necessary to ensure that the Series' holdings of securities rated below
investment grade and Comparable Unrated Securities will not exceed 5% of its net
assets (15% in the case of AMT Partners Investments and 10% in the case of AMT
Mid-Cap Growth Investments). NB Management will make a determination as to
whether AMT International Investments should dispose of the downgraded
securities.

NB Management will invest in lower-rated securities only when it
concludes that the anticipated return on such an investment to AMT Partners,
Mid-Cap Growth or International Investments warrants exposure to the additional
level of risk.

Ratings of Fixed Income Securities

As discussed above, the Series may purchase securities rated by
Standard & Poor's ("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, duration, 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. Each Series may also invest in unrated securities that are deemed
comparable in quality by NB Management to the rated securities in which the
Series may permissibly invest.

High-quality debt securities. High-quality debt securities are
securities that have received a rating from at least one NRSRO, such as S&P or
Moody's, 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 NB Management to be of
comparable quality. If two or more NRSROs have rated a security, at least two of
them must rate it as high quality if the security is to be eligible for purchase
by AMT Liquid Asset Investments.

Investment Grade Debt Securities. Investment grade debt securities are
securities that have received a rating from at least one NRSRO in one of the
four highest rating categories or, if not rated by any NRSRO, have been
determined by NB Management to be of comparable quality. Moody's deems
securities rated in its fourth highest category (Baa) to have speculative
characteristics; a change in economic factors could lead to a weakened capacity
of the issuer to repay.

Lower-Rated 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 predominantly
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 by the issuer, or the securities may
already be in default. See the additional risks described above for lower-rated
securities.

Subsequent to its purchase by a Series, an issue of debt securities may
cease to be rated or its rating may be reduced, so that the securities would no
longer be eligible for purchase by that Series. The policy on downgraded
securities with respect to all Series except AMT Liquid Asset Investments is
discussed above under "Lower Rated Debt Securities." With respect to the AMT
Liquid Asset Investments, NB Management will consider the need to dispose of
such securities in accordance with the requirements of Rule 2a-7 under the 1940
Act.

Duration and Maturity

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. For AMT Limited Maturity Bond and Balanced (debt securities portion)
Investments, NB Management utilizes duration as a tool in portfolio selection
instead of the more traditional measure known as "term to maturity." "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 occurring 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 of the 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, NB Management, where permitted,
will use more sophisticated analytical techniques that incorporate the economic
life of a security into the determination of its interest rate exposure.

AMT Liquid Asset Investments is required to maintain a dollar-weighted
average portfolio maturity of no more than 90 days and invest in a portfolio of
debt instruments with remaining maturities of 397 days or less. AMT Limited
Maturity Bond and Balanced (debt securities portion) Investments'
dollar-weighted average duration 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.

Risks of Equity Securities

The Equity Series may invest in securities that 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.

To the extent the Series invest in such securities, the value of
securities held by the Series will be affected by changes in the stock markets,
which may be the result of domestic or international political or economic news,
changes in interest rates or changing investor sentiment. At times, the stock
markets can be volatile and stock prices can change substantially. The equity
securities of smaller companies are more sensitive to these changes than those
of larger companies. This market risk will affect the Series' and the
corresponding Portfolio's NAVs per share, which will fluctuate as the value of
the securities held by the Series change. Not all stock prices change uniformly
or at the same time and not all stock markets move in the same direction at the
same time. Other factors affect a particular stock's prices, such as poor
earnings reports by an issuer, loss of major customers, major litigation against
an issuer, or changes in governmental regulations affecting an industry. Adverse
news affecting one company can sometimes depress the stock prices of all
companies in the same industry. Not all factors can be predicted.

Other Investment Companies. (AMT International and Guardian Investments).
AMT International Investments may invest 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. AMT Guardian
Investments at times may invest in instruments structured as investment
companies to gain exposure to the performance of a recognized securities index,
such as the S&P "500" Index.

As a shareholder in an investment company, a Series would bear its pro
rata share of that investment company's expenses. Investment in other funds may
involve the payment of substantial premiums above the value of such issuer's
portfolio securities. The Series do not intend to invest in such funds unless,
in the judgment of NB Management, the potential benefits of such investment
justify the payment of any applicable premium or sales charge.

Policies and Limitations. Each Series' investment in such securities is
limited to (i) 3% of the total voting stock of any one investment company, (ii)
5% of the Series' total assets with respect to any one investment company and
(iii) 10% of the Series' total assets in the aggregate.

AMT Socially Responsive Investments - Description of Social Policy

Background Information on Socially Responsive Investing

In an era when many people are concerned about the relationship between
business and society, socially responsive investing ("SRI") is a mechanism for
assuring that investors' social values are reflected in their investment
decisions. As such, SRI is a direct descendent of the successful effort begun in
the early 1970's to encourage companies to divest their South African operations
and subscribe to the Sullivan Principles. Today, a growing number of individuals
and institutions are applying similar strategies to a broad range of problems.

Although there are many strategies available to the socially responsive
investor, including proxy activism, below-market loans to community projects,
and venture capital, the SRI strategies used by the Series generally fall into
two categories:

Avoidance Investing. Most socially responsive investors seek to avoid
holding securities of companies whose products or policies are seen as being at
odds with the social good. The most common exclusions historically have involved
tobacco companies and weapons manufacturers.

Leadership Investing. A growing number of investors actively look for
companies with progressive programs that are exemplary or companies which make
it their business to try to solve some of the problems of today's society.

The marriage of social and financial objectives would not have
surprised Adam Smith, who was, first and foremost, a moral philosopher. The
Wealth of Nations is firmly rooted in the Enlightenment conviction that the
purpose of capital is the social good and the related belief that idle capital
is both wasteful and unethical. But, what very likely would have surprised Smith
is the sheer complexity of the social issues we face today and the diversity of
our attitudes toward the social good. War and peace, race and gender, the
distribution of wealth, and the conservation of natural resources -- the social
agenda is long and compelling. It is also something about which reasonable
people differ. What should society's priorities be? What can and should be done
about them? And what is the role of business in addressing them? Since
corporations are on the front lines of so many key issues in today's world, a
growing number of investors feel that a corporation's role cannot be ignored.
This is true of some of the most important issues of the day such as equal
opportunity and the environment.

The Socially Responsive Database

Neuberger Berman, LLC ("Neuberger Berman"), the Portfolio's
sub-adviser, maintains a database of information about the social impact of the
companies it follows. NB Management uses the database to evaluate social issues
after it deems a stock acceptable from a financial standpoint for acquisition by
the Portfolio. The aim of the database is to be as comprehensive as possible,
given that much of the information concerning corporate responsibility comes
from subjective sources. Information for the database is gathered by Neuberger
Berman in many categories and then analyzed by NB Management in the following
six categories of corporate responsibility:

Workplace Diversity and Employment. NB Management looks for companies
that show leadership in areas such as employee training and promotion policies
and benefits, such as flextime, generous profit sharing, and parental leave. NB
Management looks for active programs to promote women and minorities and takes
into account their representation among the officers of an issuer and members of
its board of directors. As a basis for exclusion, NB Management looks for Equal
Employment Opportunity Act infractions and Occupational Safety and Health Act
violations; examines each case in terms of severity, frequency, and time elapsed
since the incident; and considers actions taken by the company since the
violation. NB Management also monitors companies' progress and attitudes toward
these issues.

Environment. A company's impact on the environment depends largely on
the industry. Therefore, NB Management examines a company's environmental record
vis-a-vis those of its peers in the industry. All companies operating in an
industry with inherently high environmental risks are likely to have had
problems in such areas as toxic chemical emissions, federal and state fines, and
Superfund sites. For these companies, NB Management examines their problems in
terms of severity, frequency, and elapsed time. NB Management then balances the
record against whatever leadership the company may have demonstrated in terms of
environmental policies, procedures, and practices. NB Management defines an
environmental leadership company as one that puts into place strong affirmative
programs to minimize emissions, promote safety, reduce waste at the source,
insure energy conservation, protect natural resources, and incorporate recycling
into its processes and products. NB Management looks for the commitment and
active involvement of senior management in all these areas. Several major
manufacturers which still produce substantial amounts of pollution are among the
leaders in developing outstanding waste source reduction and remediation
programs.

Product. NB Management considers company announcements, press reports,
and public interest publications relating to the health, safety, quality,
labeling, advertising, and promotion of both consumer and industrial products.
NB Management takes note of companies with a strong commitment to quality and
with marketing practices which are ethical and consumer-friendly. NB Management
pays particular attention to companies whose products and services promote
progressive solutions to social problems.

Public Health. NB Management measures the participation of companies in
such industries and markets as alcohol, tobacco, gambling and nuclear power. NB
Management also considers the impact of products and marketing activities
related to those products on nutritional and other health concerns, both
domestically and in foreign markets.

Weapons. NB Management keeps track of domestic military sales and,
whenever possible, foreign military sales and categorizes them as nuclear
weapons related, other weapons related, and non-weapon military supplies, such
as micro-chip manufacturers and companies that make uniforms for military
personnel.

Corporate Citizenship. NB Management gathers information about a
company's participation in community affairs, its policies with respect to
charitable contributions, and its support of education and the arts. NB
Management looks for companies with a focus, dealing with issues not just by
making financial contributions, but also by asking the questions: What can we do
to help? What do we have to offer? Volunteerism, high-school mentoring programs,
scholarships and grants, and in-kind donations to specific groups are just a few
ways that companies have responded to these questions.

Implementation of Social Policy

Companies deemed acceptable by NB Management from a financial
standpoint are analyzed using Neuberger Berman's database. The companies are
then evaluated by the portfolio manager to determine if the companies' policies,
practices, products, and services withstand scrutiny in the following major
areas of concern: the environment and workplace diversity and employment.
Companies are then further evaluated to determine their track record in issues
and areas of concern such as public health, weapons, product, and corporate
citizenship.

The issues and areas of concern that are tracked lend themselves to
objective analysis in varying degrees. Few, however, can be resolved entirely on
the basis of scientifically demonstrable facts. Moreover, a substantial amount
of important information comes from sources that do not purport to be
disinterested. Thus, the quality and usefulness of the information in the
database depend on Neuberger Berman's ability to tap a wide variety of sources
and on the experience and judgment of the people at NB Management who interpret
the information.

In applying the information in the database to stock selection for the
Portfolio, NB Management considers several factors. NB Management examines the
severity and frequency of various infractions, as well as the time elapsed since
their occurrence. NB Management also takes into account any remedial action
which has been taken by the company relating to these infractions. NB Management
notes any quality innovations made by the company in its effort to create
positive change and looks at the company's overall approach to social issues.

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 the return for a
recent 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, 1998, the current yield
of the Liquid Asset Portfolio was 4.29%. For the same period, the effective
yield was 4.38%.

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, 1998 was 5.45%.

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, 1998, were +15.53%,
+15.28%, and +13.89%, 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, 1998, were +4.39%, +5.18%, and +6.79%, 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, 1998, and for the period
from February 28, 1989 (commencement of operations), through December 31, 1998,
were +12.18%, +11.37%, and +11.30%, 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, 1998 and for the period from March 22,
1994 (commencement of operations) through December 31, 1998 was +4.21% and
+19.71% respectively.

The average annual total return for the Mid-Cap Growth Portfolio for
the one year period ended December 31, 1998 and the period since inception
(November 3, 1997) through December 31, 1998 was +39.28% and +52.18%,
respectively.

The average annual total return for the Guardian Portfolio for the one
year period ended December 31, 1998 and the period since inception (November 3,
1997) through December 31, 1998 was +31.67% and +32.20%, respectively.

NB 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. Investment Technologies, Inc., Wiesenberger
Investment Companies Service, Investment Company Data Inc.,
IBC/Financial Data Inc.'s Money Market Fund Report, 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 $35 million to $3.2
billion, with an average of $514 million. The S&P 400 measures
mid-sized companies with an average market capitalization of $2.1
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.

The Limited Maturity Bond Portfolio's performance may also 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.

The Socially Responsive Portfolio's performance may also be compared to
various socially responsive indices. These include The Domini Social Index and
the indices developed by the quantitative department of Prudential Securities,
such as that department's Large and Mid-Cap portfolio indices for various
breakdowns ("Sin" Stock Free, Cigarette-Stock Free, S&P Composite, etc.).

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.

In addition, the Income Series performance may be compared at times
with that of various bank instruments (including bank money market accounts and
CDs of varying maturities) as reported in publications such as The Bank Rate
Monitor. Any such comparisons may be useful to investors who wish to compare a
Portfolio's past performance with that of certain of its competitors. Of course,
past performance is not a guarantee of future results. Unlike an investment in a
Portfolio, bank CDs pay a fixed rate of interest for a stated period of time and
are insured up to $100,000.

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 NB Management.

<TABLE>
<CAPTION>
<S> <C> <C>
Positions Held with
Name, Address and Age (1) the Trusts Principal Occupation(s) (2)
- --------------------- ---------------------- -----------------------

Stanley Egener* Chairman of the Board, Principal of Neuberger Berman; President and
Age: 65 Chief Executive Officer Director of NB Management; Chairman of the
and Trustee of each Board, Chief Executive Officer, and Trustee
Trust of nine other mutual funds for which NB
Management acts as investment manager or
administrator.

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

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: 66

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: 61 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;
Armonk, NY 10504 previously a partner of that firm.
Age: 88

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: 73

Ruth E. Salzmann Trustee of each Trust Retired; Director of John Deere Insurance
1556 Pine Street Group; Actuarial Consultant.
Stevens Point, WI 54481
Age: 80

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: 54 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 NB
Age: 63 each Trust Management; President and/or Trustee of six
other mutual funds and portfolios for which NB
Management acts as investment manager or
administrator.

Daniel J. Sullivan Vice President Senior Vice President of NB Management since
Age: 59 of each Trust 1992; Vice President of nine other mutual
funds for which NB Management acts as
investment manager or administrator.
<PAGE>

Michael J. Weiner* Vice President and Senior Vice President of NB Management since
Age: 52 Principal Financial 1992; Principal of Neuberger Berman since
Officer of each Trust 1998; Treasurer of NB Management from 1992 to
1996; Vice President and Principal Financial
Officer of nine other mutual funds for which
NB Management acts as investment manager or
administrator.

Claudia A. Brandon Secretary of each Trust Vice President of NB Management; Secretary of
Age: 42 nine other mutual funds for which NB
Management acts as investment manager or
administrator.

Richard Russell Treasurer and Principal Vice President of NB Management since 1993;
Age: 52 Accounting Officer Treasurer and Principal Accounting Officer of
of each Trust nine other mutual funds for which NB
Management acts as investment manager or
administrator.

Stacy Cooper-Shugrue Assistant Secretary of each Assistant Vice President of NB Management
Age: 36 Trust since 1993; Assistant Secretary of nine other
mutual funds for which NB Management acts as
investment manager or administrator.

C. Carl Randolph Assistant Secretary Principal of Neuberger Berman since 1992;
Age: 61 of each Trust Assistant Secretary of nine other mutual
funds for which NB Management acts as
investment manager or administrator.

Barbara DiGiorgio Assistant Treasurer Assistant Vice President of NB Management
Age: 40 of each Trust since 1993; Assistant Treasurer of nine other
mutual funds for which NB Management acts as
investment manager or administrator since 1996.

Celeste Wischerth Assistant Treasurer Assistant Vice President of NB Management
Age: 38 of each Trust since 1994; prior thereto, employee of NB
Management since 1994; prior thereto,
employee of NB Management, Assistant Treasurer
of nine other mutual funds for which NB
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, Weiner and Zicklin are interested persons
by virtue of the fact that they are officers and directors of NB
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.

<PAGE>

Trustees who are not officers or employees of NB Management, Neuberger
Berman and/or the Life Companies or any of their affiliates are paid trustees'
fees. For the year ended December 31, 1998, a total of $_______ in fees was paid
to the Trustees as a group by the Trust and a total of $_______ in fees was paid
to the Trustees as a group by Managers Trust. The following table shows 1998
compensation by Trustee.

<TABLE>
<CAPTION>
COMPENSATION TABLE
<S> <C> <C> <C> <C>
- -------------------------------- ------------------- --------------------- ------------------ ----------------------

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)
- -------------------------------- ------------------- --------------------- ------------------ ----------------------

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

Faith Colish, $______ None None $______
Trustee

Walter G. Ehlers, $______ None None $______
Trustee

C. Anne Harvey, $______ None None $______
Trustee

Leslie A. Jacobson, $______ None None $______
Trustee

Robert M. Porter, $______ None None $______
Trustee

Ruth E. Salzmann, $______ None None $______
Trustee

Peter P. Trapp, $______ None None $______
Trustee

Lawrence Zicklin, $______ None None $______
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, 1998.
(2) Nine other investment companies.
(3) Five other investment companies.
(4) One other investment company.

<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Shares of the Portfolios are issued and redeemed in connection with
investments in and payments under certain variable annuity contracts and
variable life insurance policies (collectively, "Variable Contracts") issued
through separate accounts of life insurance companies (the "Life Companies").
Shares of the Balanced Portfolio are also offered directly to Qualified Plans.
As of April 1, 1999, 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 ____% of the
shares of the Balanced Portfolio of the Trust. There were no shareholders of the
International and Socially Responsive Portfolios as of that 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, 1999, separate accounts of the following Life Companies
owned of record or beneficially 5% or more of the
Shares of the following Portfolios:

<TABLE>
<CAPTION>
Percentage of
Shares Outstanding
Owned Shares Owned
<S> <C> <C> <C>

Liquid Asset Portfolio

Hartford Life Insurance Company* __________ ___%
200 Hopmeadow
Simsbury, CT 06070

Sentry Life Insurance Company __________ ___%
1800 North Point Drive
Stevens Point, WI 54481

Partners Portfolio

Skandia Insurance Company* __________ ___%
P.O. Box 883
Shelton, CT 06484

Nationwide Life Insurance* __________ ___%
P.O. Box 182029
Columbus, OH 43218-2029

Growth Portfolio

Nationwide Life Insurance* __________ ___%
P.O. Box 182029
Columbus, OH 43218-2029

Sentry Life Insurance Company __________ ___%
1800 North Point Drive
Stevens Point, WI 54481

Limited Maturity Bond Portfolio

Nationwide Life Insurance* __________ ___%
P.O. Box 182029
Columbus, OH 43218-2029

Penn Mutual Life Insurance
Company __________ ___%
600 Dresher Road
Horsham, PA 19044

Balanced Portfolio

Hartford Life Insurance Company __________ ___%
200 Hopmeadow
Simsbury, CT 06070

Nationwide Life Insurance* __________ ___%
P.O. Box 182029
Columbus, OH 43218-2029

Penn Mutual Life Insurance Company __________ ___%
600 Dresher Road
Horsham, PA 19044

Sentry Life Insurance __________ ___%
1800 North Point Drive
Stevens Point, WI 54481

Guardian Portfolio

Nationwide Life Insurance*
P.O. Box 182029 __________ ___%
Columbus, OH 43218-2029

Mid-Cap Growth Portfolio

Nationwide Life Insurance* __________ ___%
P.O. Box 182029
Columbus, OH 43218-2029

</TABLE>

*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 $55.4 billion as of December 31, 1998. 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 NB 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. NB
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, Guardian, Mid-Cap Growth, and Socially Responsive
Investments). The Trustees of Managers Trust approved the Management Agreement
between: AMT International Investments and NB Management on November 30, 1995;
AMT Mid-Cap Growth Investments and AMT Guardian Investments and NB Management on
August 20, 1997; and AMT Socially Responsive Investments and NB Management on
May 28, 1998.

The Management Agreement provides in substance that NB 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 NB Management to effect securities transactions on
behalf of each Series through associated persons of NB Management. The
Management Agreement also specifically permits NB Management to compensate,
through higher commissions, brokers and dealers who provide investment research
and analysis to the Series, but NB Management has no current plans to pay a
material amount of such compensation.

NB 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 NB Management. Three officers of NB Management (who
also are principals of Neuberger Berman and directors of NB Management) serve as
trustees and officers of the Trusts. See "Trustees and Officers." NB 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, the Mid-Cap Growth and Guardian Portfolios,
which became subject to it on August 20, 1997, and the Socially Responsive
Portfolio, which became subject to it on May 28, 1998.

Management and Administration Fees

For investment management services, AMT Balanced, Growth, Guardian,
Mid-Cap Growth, Partners and Socially Responsive Investments each pays NB
Management a fee at the annual rate of 0.55% of the first $250 million of the
Series' average daily net assets, 0.525% of the next $250 million, 0.50% of the
next $250 million, 0.475% of the next $250 million, 0.45% of the next $500
million, and 0.425% of average daily net assets in excess of $1.5 billion. AMT
International Investments pays NB Management a fee for investment management
services at the annual rate of 0.85% of the first $250 million of the Series'
average daily net assets, 0.825% of the next $250 million, 0.80% of the next
$250 million, 0.775% of the next $250 million, 0.75% of the next $500 million
and 0.725% of average daily net assets in excess of $1.5 billion. AMT Limited
Maturity Bond and Liquid Asset Investments each pays NB Management a fee for
investment management services at the annual rate of 0.25% of the first $500
million of the Series' average daily net assets, 0.225% of the next $500
million, 0.20% of the next $500 million, 0.175% of the next $500 million, and
0.15% of average daily net assets in excess of $2 billion.

For administrative services, each Portfolio (except Limited Maturity
Bond and Liquid Asset Portfolios) pays NB Management a fee at the annual rate of
0.30% of that Portfolio's average daily net assets. For administrative services,
Limited Maturity Bond and Liquid Asset Portfolios each pays NB Management a fee
at the annual rate of 0.40% of average daily net assets.

During the fiscal years ended December 31, 1998, 1997 and 1996, each
Portfolio accrued management and administration fees as follows:

<TABLE>
<CAPTION>
Management and Administration Fees
Accrued for Fiscal Years
Portfolio Ended December 31
<S> <C> <C> <C>

1998 1997 1996
---- ---- ----
Growth $4,754,721 $5,336,566 $4,704,750
Limited Maturity Bond $1,726,341 $ 642,678 $1,611,437
Liquid Asset $ 96,793 $ 91,752 $ 98,887
Guardian $ 308,524 $ 397 --
Balanced $1,418,336 $1,554,602 $1,425,077
Partners $13,672,777 $9,277,108 $3,295,383
Mid-Cap Growth $ 114,103 $ 681 --

</TABLE>

The Management and Administration Agreements each continue until May 1,
2000. 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
NB 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 NB 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 NB Management. The
Administration Agreement is terminable with respect to a Portfolio without
penalty by NB 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 NB Management. Each Agreement terminates automatically
if it is assigned.

Expense Limitations

All Portfolios and their Corresponding Series (except International and Socially
Responsive Portfolios and their corresponding Series). NB 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 NB
Management (with respect to all Portfolios but the Guardian, Mid-Cap Growth and
Liquid Asset Portfolios), 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 upon at least 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, for the excess, operating expenses borne by
NB Management, so long as the Portfolio's annual operating expenses during that
period do not exceed the expense limitation.

International and Socially Responsive Portfolios and their Corresponding Series.
NB Management has voluntarily undertaken until May 1, 2000 to limit the
Portfolios' expenses by reimbursing each Portfolio for total operating expenses
and its pro rata share of its corresponding Series' total operating expenses,
including compensation to NB Management, but excluding taxes, interest,
extraordinary expenses and brokerage commissions, that exceed, in the aggregate,
1.70% per annum of the International Portfolio's average daily net asset value
and 1.50% per annum of the Socially Responsive Portfolio's average daily net
asset value. Each Portfolio has in turn agreed to repay through December 31,
2001 for the excess operating expenses borne by NB 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 NB Management is to reduce
operating expenses of a Portfolio and its corresponding Series and thereby
increase total return. There can no assurance that these expense limitation
agreements will be continued or extended.

For the year ended December 31, 1998, NB Management reimbursed the
Liquid Asset Portfolio $20,005, the Mid-Cap Growth Portfolio $58,074 and the
Guardian Portfolio $50,071. For the years ended December 31, 1997 NB 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, NB Management reimbursed the Liquid Asset Portfolio $30,558.

Management and Control of NB Management

The directors and officers of NB Management, all of whom have offices
at the same address as NB 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; Clara Del Villar, Vice President; Brian J. Gaffney,
Vice President; Joseph G. Galli, Vice President; Robert I. Gendelman, Vice
President; Josephine P. Mahaney, Vice President; Michael F. Malouf, Vice
President; Ellen Metzger, Vice President and Secretary; Paul Metzger, Vice
President; S. Basu Mullick, 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;
Catherine Waterworth, Vice President; Allan R. White, III, Vice President;
Andrea Trachtenberg, Senior 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; Robert
L. Ladd, 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, D'Alelio, Egener, Gendelman, Giuliano, Kassen, Lainoff, Risen, Simons,
Sundman, Weiner, White and Zicklin and Mmes. Prindle, Silver and Vale are
principals of Neuberger Berman.

Messrs. Egener and Zicklin are trustees and officers of each Trust.
Messrs. Russell, Sullivan, and Weiner, 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 NB Management is owned by
persons who are also principals of Neuberger Berman.

Sub-Adviser

NB 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, Guardian and Socially Responsive 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, with respect to AMT Mid-Cap Growth and Guardian Investments
on August 20, 1997, and with respect to AMT Socially Responsive Investments on
May 28, 1998.

The Sub-Advisory Agreement provides in substance that Neuberger Berman
will furnish to NB 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 NB Management reasonably requests. In this manner, NB
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 NB Management.
The Sub-Advisory Agreement provides that the services rendered by Neuberger
Berman will be paid for by NB 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 NB
Management.

The Sub-Advisory Agreement continues with respect to each series until
May 1, 2000, 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 NB 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 NB 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 NB 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

NB Management currently serves as investment adviser or manager of the
following investment companies, which had aggregate net assets of approximately
$20.2 billion, as of December 31, 1998. Neuberger Berman acts as sub-adviser to
these investment companies.

Approximate Net
Assets at
Name December 31, 1998

Neuberger Berman Cash Reserves . . . . . . . $981,140,568
Portfolio (investment portfolio for
Neuberger Berman Cash Reserves)

Neuberger Berman Government Money . . . . $440,406,207
Portfolio (investment portfolio for
Neuberger Berman Government Money
Fund)

Neuberger Berman Limited Maturity Bond . . $348,406,527
Portfolio (investment portfolio for
Neuberger Berman Limited Maturity
Bond Fund and Neuberger Berman
Limited Maturity Bond Trust)

Neuberger Berman High Yield Bond Portfolio. . $ 26,558,174
(investment portfolio for Neuberger
Berman High Yield Bond Fund)

Neuberger Berman Municipal Money . . . . . . $199,204,243
Portfolio (investment portfolio for
Neuberger Berman Municipal Money Fund)

Neuberger Berman Municipal Securities . . . . $39,108,246
Portfolio (investment portfolio for
Neuberger Berman Municipal Securities Trust)

Neuberger Berman Genesis Portfolio . . . . . . $2,108,218,180
(investment portfolio for Neuberger Berman
Genesis Fund, Neuberger Berman
Genesis Trust and Neuberger Berman Genesis Assets)

Neuberger Berman Guardian Portfolio . . . . . $6,129,925,896
(investment portfolio for Neuberger Berman
Guardian Fund, Neuberger Berman
Guardian Trust and Neuberger Berman
Guardian Assets)

Neuberger Berman Manhattan Portfolio . . . . $687,293,400
(investment portfolio for Neuberger Berman
Manhattan Fund, Neuberger Berman
Manhattan Trust and Neuberger Berman
Manhattan Assets)

Neuberger Berman Millennium Portfolio. . . . . . $19,345,561
(investment portfolio for Neuberger
Berman Millenium Fund and
Neuberger Berman Millenium Trust)

Neuberger Berman International Portfolio $129,228,022
(investment portfolio for Neuberger Berman
International Fund and
Neuberger Berman International Trust)

Neuberger Berman Partners Portfolio . . . . . . $4,210,143,373
(investment portfolio for Neuberger Berman
Partners Fund, Neuberger Berman
Partners Trust and Neuberger Berman
Partners Assets)

Neuberger Berman Focus Portfolio . . . . . . . $1,660,583,608
(investment portfolio for Neuberger Berman
Focus Fund, Neuberger Berman Focus
Trust and Neuberger Berman Focus Assets)

Neuberger Berman Socially Responsive . . . $363,240,337
Portfolio (investment portfolio for
Neuberger Berman Socially Responsive Fund,
Neuberger Berman Socially Responsive Trust,
Neuberger Berman Socially Responsive Assets and
Neuberger Berman NYCDC Socially Responsive Trust

<PAGE>

Advisers Managers Trust (seven series) . . . . . $2,823,523,160

The investment decisions concerning each Series and the other mutual
funds referred to above (collectively, "Other NB Funds") have been and will
continue to be made independently of one another. In terms of their investment
objectives, most of the Other NB Funds differ from the Series. Even where the
investment objectives are similar, however, the methods used by the Other NB
Funds and the Series to achieve their objectives may differ. The investment
results achieved by all of the funds managed by NB 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 NB
Funds or other accounts managed by Neuberger Berman are contemporaneously
engaged in purchasing or selling the same securities from or to third parties.
When this occurs, the transactions are 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 may 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 NB Management outweighs any disadvantages that may result from
contemporaneous transactions.

DISTRIBUTION ARRANGEMENTS

NB 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 personally, through the mails, or by
electronic means. The Distributor is each 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 Trust, on behalf of each Portfolio, and the Distributor are parties
to a Distribution Agreement dated May 1, 1995, that continues until May 1, 2000.
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 Sub-Advisory
Agreement.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Share Prices and Net Asset Value

Each Portfolio's shares are bought or sold at a price that is the
Portfolio's NAV per share. The NAVs for each Series and its corresponding
Portfolio are calculated by subtracting total 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's 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 NYSE, usually 4 p.m. Eastern time, on each day
the NYSE is open.

The Liquid Asset Portfolio tries to maintain a stable NAV of $1.00 per
share. Its corresponding Series values its securities at their cost at the time
of purchase and assumes a constant amortization to maturity of any discount or
premium. 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 it
will be able to do so. An investment in the Liquid Asset Portfolio is neither
insured nor guaranteed by the U.S. Government.

The Equity Series (except AMT International Investments) value
securities (including options) listed on the NYSE, the American Stock Exchange
or other national securities exchanges or quoted on The Nasdaq Stock Market, and
other securities for which market quotations are readily available, at the last
reported 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. These Series value all
other securities and assets, including restricted securities, by a method that
the trustees of Managers Trust believe accurately reflects fair value.

AMT International Investments values equity securities at the last
reported 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 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. The Series 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 that Portfolio. Similarly, as discussed
above under "Foreign Securities," other Series may invest to varying degrees in
securities traded primarily in foreign markets, and their (and their
corresponding Portfolios) share prices may also be affected on days when
shareholders have no access to the Portfolios.

AMT Limited Maturity Bond and Balanced (debt securities portion)
Investments 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.

If NB 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.

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, earned or realized by its
corresponding Series. 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 Business Day. 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, Socially Responsive 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

Set forth below is a discussion of certain U.S. federal income tax
issues concerning the Portfolios and the Series and the purchase, ownership, and
disposition of Portfolio shares. This discussion does not purport to be complete
or to deal with all aspects of federal income taxation that may be relevant to
shareholders in light of their particular circumstances. This discussion is
based upon present provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), the regulations promulgated thereunder, and judicial and
administrative ruling authorities, all of which are subject to change, which
change may be retroactive. Prospective investors should consult their own tax
advisers with regard to the federal tax consequences of the purchase, ownership,
or disposition of Portfolio shares, as well as the tax consequences arising
under the laws of any state, foreign country, or other taxing jurisdiction.

Taxation of Each Portfolio

Subchapter M

To continue to qualify for treatment as a RIC under the 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 (together with the 50% requirement, the "Diversification Requirement").
Each Portfolio intends to satisfy the Distribution Requirement, the Income
Requirement, and the Diversification Requirement. If a Portfolio failed to
qualify for treatment as a RIC for any taxable year, it would be taxed on the
full amount of its taxable income for that year without being able to deduct the
distributions it makes to its shareholders and the shareholders would treat all
those distributions, including distributions of net capital gain (the excess of
net long-term capital gain over net short-term capital loss), as dividends (that
is, ordinary income) to the extent of the Portfolio's earnings and profits.

The Trust and Managers Trust have received a ruling from the Internal
Revenue Service ("Service"), except with respect to the Guardian, Mid-Cap Growth
and Socially Responsive 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.
Although these rulings may not be relied on as precedent by Guardian, Mid-Cap
Growth, or Socially Responsive Portfolios, NB Management believes the reasoning
thereof and, hence, their conclusion applies to those Portfolios as well.

Each Portfolio will be subject to a nondeductible 4% excise tax
("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. To avoid application of the Excise Tax, each Portfolio intends to
make distributions in accordance with the calendar year requirement.

A distribution will be treated as paid on December 31 of a calendar
year if it is declared by a Portfolio in October, November or December of that
year with a record date in such a month and paid by the Portfolio during January
of the following year. Such a distribution will be taxable to shareholders in
the calendar year in which the distribution is declared, rather than the
calendar year in which it is received.

Section 817(h)

The Portfolios serve as the underlying investments for variable annuity
contracts and variable life insurance policies ("Variable Contracts") issued
through separate accounts of the life insurance companies which may or may not
be affiliated. 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, and Socially Responsive, the Trust and Managers
Trust, except with respect to the Guardian, Mid-Cap Growth, and Socially
Responsive Portfolios, 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.
Although these rulings may not be relied on as precedent by Guardian, Mid-Cap
Growth, or Socially Responsive series, NB Management believes the reasoning
thereof and, hence their conclusion applies to the those series.

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, Mid-Cap Growth and Socially Responsive 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." As a result, no Series is 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. Although these rulings may not
be relied on as precedent by Guardian, Mid-Cap Growth, or Socially Responsive
series, NB Management believes the reasoning thereof and, hence their conclusion
applies to the those series. A Series also will not be subject to Delaware or
New York income or franchise tax.

Because 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, and many foreign
countries do not impose taxes on capital gains in respect of investments by
foreign investors.

The Equity Series 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) as to which a Series is a U.S. shareholder and that, in
general, meets either of the following tests: (1) at least 75% of its gross
income is passive; or (2) an average of at least 50% of its assets produce, or
are held for the production of, passive income. Under certain circumstances, if
a Series holds stock of a PFIC, its corresponding Portfolio (indirectly through
its interest in the Series) will be subject to federal income tax on a portion
of any "excess distribution" received on the stock as well as gain on
disposition of the stock (collectively, "PFIC income"), plus interest thereon,
even if the Portfolio distributes the PFIC income as a taxable dividend to its
shareholders. The balance of the PFIC income will be included in the Portfolio's
investment company taxable income and, accordingly, will not be taxable to it to
the extent that income is distributed to its shareholders (assuming the
Portfolio qualifies as a regulated investment company).

In general, under the PFIC rules, an excess distribution is treated as
having been realized ratably over the period during which the Portfolio (through
its corresponding Series) held the PFIC shares. A Portfolio will itself be
subject to tax on the portion, if any, of an excess distribution that is so
allocated to prior Portfolio taxable years and an interest factor will be added
to the tax, as if the tax had been payable in such prior taxable years. Certain
distributions from a PFIC as well as gain from the sale of PFIC shares are
treated as excess distributions. Excess distributions are characterized as
ordinary income even though, absent application of the PFIC rules, certain
excess distributions might have been classified as capital gain.

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 and avoid imposition of the excise tax -- 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.

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 (and under regulations proposed in 1992 that
provided a similar election with respect to the stock of certain PFICs). 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. Gains
from the disposition 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 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. Sixty percent 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. Section 1256 contracts
also may be marked-to-market for purposes of the excise tax. These rules may
operate to increase the amount that a Portfolio must distribute to satisfy the
Distribution Requirement, which will be taxable to the shareholders as ordinary
income, and to increase the net capital gain recognized by the Portfolio,
without in either case increasing the cash available to the Portfolio. The
Portfolio may elect to exclude certain transactions from the operation of
section 1256, although doing so may have the effect of increasing the relative
proportion of net short-term capital gain (taxable as ordinary income) and/or
increasing the amount of dividends that must be distributed to meet the
Distribution Requirement and avoid imposition of the excise tax.

Transactions in options, futures and forward contracts undertaken by a
Series may result in "straddles" for federal income tax purposes. The straddle
rules may affect the character of gains (or losses) realized by the Series, and
losses realized by the Series on positions that are part of a straddle may be
deferred under the straddle rules, rather than being taken into account in
calculating the taxable income for the taxable year in which the losses are
realized. In addition, certain carrying charges (including interest expense)
associated with positions in a straddle may be required to be capitalized rather
than deducted currently. Certain elections that each Series may make with
respect to its straddle positions may also affect the amount, character and
timing of the recognition of gains or losses from the affected positions.

Because only a few regulations implementing the straddle rules have
been promulgated, the consequences of such transactions to each Series are not
entirely clear. The straddle rules may increase the amount of short-term capital
gain realized by each Series (and its corresponding Portfolio), which is taxed
as ordinary income when distributed to shareholders. Because application of the
straddle rules may affect the character of gains or losses, defer losses and/or
accelerate the recognition of gains or losses from the affected straddle
positions, the amount which must be distributed to shareholders as ordinary
income or long-term capital gain may be increased or decreased substantially as
compared to a fund that did not engage in such transactions.

Section 988 of the Code also may apply to forward contracts and options
on foreign currencies. Under section 988 each foreign currency gain or loss
generally is computed separately and treated as ordinary income or loss. In the
case of overlap between section 1256 and 988, special provisions determine the
character and timing of any income, gain or loss.

When a covered call option written (sold) by a Series expires, it
realizes a short-term capital gain equal to the amount of the premium it
received for writing the option. When a Series terminates its obligations under
such an option by entering into a closing transaction, it realizes a short-term,
capital gain (or loss), depending on whether the cost of the closing transaction
is less (or more) than the premium it received when it wrote the option. When a
covered call option written by a Series is exercised, the Series is treated as
having sold the underlying security, producing long-term or short-term capital
gain or loss, depending on the holding period of the underlying security and
whether the sum of the option price received on the exercise plus the premium
received when it wrote the option is more or less than the basis of the
underlying security.

If a Series has an "appreciated financial position" -- generally, an
interest (including an interest through an option, futures or forward contract,
or short sale) with respect to any stock, debt instrument (other than "straight
debt"), or partnership interest the fair market value of which exceeds its
adjusted basis -- and enters into a "constructive sale" of the same or
substantially similar property, the Series will be treated as having made an
actual sale thereof, with the result that gain will be recognized at that time.
A constructive sale generally consists of a short sale, an offsetting notional
principal contract (e.g., a swap contract), or a futures or forward contract
entered into by a Series or a related person with respect to the same or
substantially similar property. In addition, if the appreciated financial
position is itself a short sale or such a contract, acquisition of the
underlying property or substantially similar property will be deemed a
constructive sale. The foregoing will not apply, however, to any transaction
during any taxable year that otherwise would be treated as a constructive sale
if the transaction is closed within 30 days after the end of that year and the
Series holds the appreciated financial position unhedged for 60 days after that
closing (i.e., at no time during that 60-day period is the Series risk of loss
regarding that position reduced by reason of certain specified transactions with
respect to substantially similar or related property, such as having an option
to sell, being contractually obligated to sell, making a short sale, or granting
an option to buy substantially identical stock or securities).

Gains or losses attributable to fluctuations in exchange rates which
occur between the time a Series accrues income or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time the
Series actually collects such receivables or pays such liabilities generally are
treated as ordinary income or ordinary loss. Similarly, on disposition of some
investments, including debt securities and certain forward contracts denominated
in a foreign currency, gains or losses attributable to fluctuations in the value
of the foreign currency between the acquisition and disposition of the position
also are treated as ordinary gain or loss. These gains and losses, referred to
under the Code as "Section 988" gains or losses, increase or decrease the amount
of the Series' investment company taxable income available to be distributed to
its shareholders as ordinary income. If Section 988 losses exceed other
investment company taxable income during a taxable year, the Series would not be
able to make any ordinary dividend distributions, or distributions made before
the losses were realized would be recharacterized as a return of capital to
shareholders, rather than as an ordinary dividend, reducing each shareholder's
basis in his or her Series' shares.

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 (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. 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. In lieu of treating the disposition
gain as described above, a Series may elect to include market discount in its
gross income currently, for each taxable year to which it is attributable.

AMT Partners, Balanced, and Socially Responsive 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 and other non-cash income 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 investment company taxable income (including its share
of its corresponding Series' accrued OID) to satisfy the Distribution
Requirement and avoid imposition of the excise tax ,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. 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.

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 purchase and sale of options on
their securities. Neuberger Berman may act as broker for AMT International
Investments. Neuberger Berman receives brokerage commissions for these services.
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 the
prices quoted by 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
in the preceding paragraph (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, NB 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 NB Management. Some of these
research services may be of value to NB Management in advising its various
clients (including the Series) although not all of these services are
necessarily used by NB 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.

During the years ended December 31, 1998, 1997, and 1996 AMT Growth
Investments paid total brokerage commissions of $906,984, $1,297,021, and
$761,814, respectively, of which $389,675, $541,724, and $483,502, respectively,
was paid to Neuberger Berman. Transactions in which the Series used Neuberger
Berman as broker comprised 44.2% of the aggregate dollar amount of transactions
involving the payment of commissions, and 43.0% of the aggregate brokerage
commissions paid by it during the year ended December 31, 1998. 99.9% of the
$517,309 paid to other brokers by the Series during the year ended December 31,
1998 (representing commissions on transactions involving approximately
$284,167,806) was directed to those brokers because of research services they
provided. During the year ended December 31, 1998 the Series acquired securities
of the following of its regular broker-dealers ("B/Ds"): Donaldson, Lufkin &
Jenrette Securities Corp.; General Electric Capital Corp.; and State Street Bank
and Trust Company; at that date, the Series held the securities of its regular
B/Ds with an aggregate value as follows: $4,575,600, Donaldson, Lufkin &
Jenrette Securities Corp.; and $27,319,300, State Street Bank and Trust Co.

During the years ended December 31, 1998, 1997, and 1996, AMT Balanced
Investments paid total brokerage commissions of $162,566, $229,076, and
$143,948, respectively, of which $70,352, $94,867, and $99,363, respectively,
was paid to Neuberger Berman. Transactions in which the Series used Neuberger
Berman as broker comprised 44.5% of the aggregate dollar amount of transactions
involving the payment of commissions, and 43.3% of the aggregate brokerage
commissions paid by it during the year ended December 31, 1998. 99.7% of the
$92,214 paid to other brokers by the Series during the year ended December 31,
1998 (representing commissions on transactions involving approximately
$49,595,097 was directed to those brokers because of research services they
provided. During the year ended December 31, 1998 the Series acquired securities
of the following of its regular B/Ds: Donaldson, Lufkin & Jenrette Securities
Corp.; General Electric Capital Corp.; Morgan Stanley, Dean Witter & Co.; and
State Street Bank and Trust Company; at that date, the Series held the
securities of its regular B/Ds with an aggregate value as follows: $877,400,
Donaldson, Lufkin & Jenrette Securities Corp.; $1,510,958, Lehman Brothers Inc.;
$1,118,697, Morgan Stanley, Dean Witter & Co.; $1,303,384, Salomon Smith Barney;
$6,926,906, State Street Bank and Trust Company.

During the years ended December 31, 1998, 1997, 1996, AMT Partners
Investments paid total brokerage commissions of $6,312,310, $3,535,761, and
$1,753,707, respectively, of which $3,663,981, $2,252,539, and $1,140,965,
respectively, was paid to Neuberger Berman. Transactions in which the Series
used Neuberger Berman as broker comprised 60.3% of the aggregate dollar amount
of transactions involving the payment of commissions, and 58.1% of the aggregate
brokerage commissions paid by it during the year ended December 31, 1998. 89.0%
of the $2,648,329 paid to other brokers by the Series during the year ended
December 31, 1998 (representing commissions on transactions involving
approximately $1,621,796,320 was directed to those brokers because of research
services they provided. During the year ended December 31, 1998 the Series
acquired securities of the following of its regular B/Ds: General Electric
Capital Corp.; Morgan Stanley, Dean Witter & Co.; and State Street Bank and
Trust Company; at that date, the Series held the securities of its regular B/Ds
with an aggregate value as follows: $21,930,000, State Street Bank and Trust
Company.

During the years ended December 31, 1998 and 1997, AMT Mid Cap Growth
Investments paid total brokerage commissions of $37,363, and $1,469,
respectively, of which $18,697 and $1,364, respectively, was paid to Neuberger
Berman. Transactions in which the Series used Neuberger Berman as broker
comprised 53.9% of the aggregate dollar amount of transactions involving the
payment of commissions, and 50.0% of the aggregate brokerage commissions paid by
it during the year ended December 31, 1998. 98.1% of the $18,666 paid to other
brokers by the Series during the year ended December 31, 1998 (representing
commissions on transactions involving approximately $9,520,609) was directed to
those brokers because of research services they provided. During the year ended
December 31, 1998 the Series acquired securities of its regular B/Ds. Donaldson,
Lufkin & Jenrette Securities Corp.; General Electric Capital Corp.; and State
Street Bank and Trust Company; at that date, the Series held the securities of
its regular B/Ds with an aggregate value as follows: $250,100, Donaldson, Lufkin
& Jenrette Securities Corp.; and $1,200,000, State Street Bank and Trust
Company.

During the year ended December 31, 1998 and 1997, AMT Guardian
Investments paid total brokerage commissions of $158,418 and $634, respectively,
of which $77,154 and $601, respectively, was paid to Neuberger Berman.
Transactions in which the Series used Neuberger Berman as broker comprised 59.5%
of the aggregate dollar amount of transactions involving the payment of
commissions, and 48.7% of the aggregate brokerage commissions paid by it during
the year ended December 31, 1998. 97.6% of the $81,264 paid to other brokers by
the Series during the year ended December 31, 1998 (representing commissions on
transactions involving approximately $51,497,946) was directed to those brokers
because of research services they provided. During the year ended December 31,
1998 the Series acquired securities of the following of its regular B/Ds:
General Electric Capital Corp.; Merrill Lynch, Pierce, Fenner & Smith Inc.; and
Morgan Stanley, Dean Witter & Co., and State Street Bank and Trust Company; at
that date, the Series held the securities of its regular B/Ds with an aggregate
value as follows: $994,000, Morgan Stanley, Dean Witter & Co.; and $2,940,000,
State Street Bank and Trust Co.

During the year ended December 31, 1998, 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 & Co., at that date, the Series held securities of
its regular B/Ds with aggregate value as follows: $597,779, Merrill Lynch,
Pierce, Fenner & Smith Inc.; and $297,035, General Electric Capital Corp.

During the year ended December 31, 1998, AMT Limited Maturity Bond
Investments acquired securities of the following of its regular B/Ds: Lehman
Brothers Inc.; Goldman, Sach & Co.; Merrill Lynch, Pierce, Fenner & Smith Inc.;
Morgan Stanley, Dean Witter & Co.; Salomon Smith Barney Inc.; at that date, the
Series held securities of its Regular B/Ds with aggregate value as follows:
$6,801,209, Lehman Brothers Inc.; $4,818,073, Salomon Smith Barney Inc.;
$4,776,755, Merrill Lynch, Pierce, Fenner & Smith Inc.; and $4,336,299, Morgan
Stanley, Dean Witter & 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 are, from time to time, loaned by the Equity
Series to Neuberger Berman in accordance with the terms and conditions of an
order issued by the SEC. The order exempts such transactions from provisions of
the 1940 Act that would otherwise prohibit such transactions, subject to certain
conditions. In accordance with the order, securities loans made by a Series to
Neuberger Berman are fully secured by cash collateral. The portion of the income
on the cash collateral which may be shared with Neuberger Berman is to be
determined by reference to 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
re-lend them to others, Neuberger Berman may be required to pay that Series on a
quarterly basis, certain of the earnings that Neuberger Berman otherwise has
derived from the re-lending of the borrowed securities. When Neuberger Berman
desires to borrow a security that a Series has indicated a willingness to lend,
Neuberger Berman must borrow such security from that Series, rather than from a
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' expense exceed its income in any securities loan
transaction with Neuberger Berman, Neuberger Berman must reimburse that Series
for such loss.

A committee of Independent Series Trustees from time to time reviews,
among other things, information relating to securities loans by the Series. The
following information reflects interest income earned by the Series from the
cash collateralization of securities loans during the fiscal years ended
December 31, 1998, 1997, and 1996. As reflected below, Neuberger Berman received
a portion of the interest income from the cash collateral.

<TABLE>
<S> <C> <C> <C>
Interest Income from
Collateralization of Amount Paid to
Name of Series Fiscal Year End Securities Loans Neuberger Berman
- -------------- --------------- ----------------------
AMT Growth Investments 12/31/98 $ 211,900 $ 140,131
12/31/97 $ 698,938 $ 280,881

- ------------------------------------ ---------------------- ---------------------------- -----------------------------
- ------------------------------------ ---------------------- ---------------------------- -----------------------------
AMT Partners Investments 12/31/98 $ 254,699 $ 61,019
12/31/97 $ 270,744 $ 75,760

- ------------------------------------ ---------------------- ---------------------------- -----------------------------
- ------------------------------------ ---------------------- ---------------------------- -----------------------------
AMT Mid-Cap Growth Investment 12/31/98 $ 476 $ 354
- ------------------------------------ ---------------------- ---------------------------- -----------------------------
</TABLE>

Each Series may also lend securities to unaffiliated entities,
including, banks, brokerage firms, and other institutional investors judged
creditworthy by NB 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.

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 NB 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 NB 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, NB 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 NB Management and principals of
Neuberger Berman who are portfolio managers of some of the Series and Other NB
Funds (collectively, "NB 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 NB 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 NB Funds and/or the Managed Accounts; and (3) the aggregate amount
of brokerage commissions generated by transactions for the NB 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 NB 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. NB
Management believes that those research services provide the Series with
benefits by supplementing the information otherwise available to NB Management.
That research information may be used by NB 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 NB
Management from brokers effecting portfolio transactions on behalf of the Other
NB 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. Giuliano and Catherine Waterworth; Josephine Mahaney; Kevin
L. Risen and Allan R. White III; Valerie Chang; Jennifer K. Silver and Brooke A.
Cobb; Michael M. Kassen, Robert I. Gendelman and S. Basu Mullick; and Janet W.
Prindle; each of whom is a Vice President of NB Management (except for Ms.
Chang, who is an Assistant Vice President) and a principal of Neuberger Berman
(except for Ms. Waterworth, Ms. Mahaney, Mr. Cobb, Ms. Chang, and Mr. Mullick),
are the persons primarily responsible for making decisions as to specific action
to be taken with respect to the investment portfolios of: AMT Balanced (debt
securities portion), Limited Maturity Bond, and Liquid Asset (with respect to
Mr. Giuliani); Liquid Asset; Guardian; International; Growth; Balanced (equity
securities portion) and Mid-Cap Growth; Partners; and Socially Responsive
Investments; respectively. Each of them has full authority to take action with
respect to portfolio transactions and may or may not consult with other
personnel of NB Management prior to taking such action. If Ms. Prindle is
unavailable to perform her responsibilities, Robert Ladd and/or Ingrid
Saukaitis, each of whom is a Assistant Vice President of NB Management, will
assume responsibility for the portfolio of AMT Socially Responsive Investments.

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.

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

NB Management and Neuberger Berman serve as investment manager and
sub-advisor, respectively, to other mutual funds, and the investments for the
Portfolios (through their corresponding series) are managed by the same
portfolio managers who manage one or more other mutual funds, that have similar
names, investment objectives and investment styles as each Portfolio and are
offered directly to the public by means of separate prospectuses. These other
mutual funds are not part of the Trust or Managers Trust. You should be aware
that each Portfolio is likely to differ from the other mutual funds in size,
cash flow pattern, and certain tax matters, and may differ in risk/return
characteristics. Accordingly, the portfolio holdings and performance of the
Portfolios may vary from those of the other mutual funds with similar names.

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

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

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

The Series

Each Series is a separate series of Managers Trust, a New York common
law trust organized as of May 24, 1994. Managers Trust is registered under the
1940 Act as a diversified, open-end management investment company. Managers
Trust has nine separate Series. The assets of each Series belong only to that
Series, and the liabilities of each Series are borne solely by that Series and
no other.

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

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

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.

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 _____________________________ 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,
1998 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 Mid-Cap Growth Investments , AMT Liquid Asset
Investments and AMT Partners Investments) are incorporated into this Statement
of Additional Information by reference to each Portfolio's Annual Report to
shareholders for the fiscal year ended December 31, 1998.

<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

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

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

1960 - 1998

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

100/0 (100% S&P "500")
Return 12.03% 100.0%
Volatility 15.7% 100.0%
70/30
Return 10.72% 89.08%
Volatility 11.3% 72.0%
60/40
Return 10.24% 85.09%
Volatility 9.9% 63.0%
50/50
Return 9.74% 80.93%
Volatility 8.5% 54.2%
0/100
Return 6.93% 57.58%
Volatility 4.0% 25.6%

1 Source: Morgan Stanley Capital International.

<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
POST-EFFECTIVE AMENDMENT NO. 29 ON FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

<TABLE>
<S> <C> <C>
Exhibit Number Description

(a) (1) Amended and Restated Certificate of Trust of the Registrant (filed herewith).
(2) Trust Instrument of Registrant.1
(3) Amendment to Trust Instrument dated November 9, 1998 (filed herewith).
(4) Schedule A to Trust Instrument of Registrant designating Series of Registrant.7
(b) (1) By-laws of Registrant.1
(2) Amendment to By-laws dated November 11, 1997.5
(3) Amendment to By-laws dated November 9, 1998 (filed herewith).
(c) (1) Trust Instrument of Registrant, Articles IV, V and VI.1 (2)
By-laws of Registrant, Articles V, VI and VIII.1
(d) (1) Management Agreement Between Advisers Managers Trust and Neuberger Berman
Management Incorporated.1
(2) Sub-Advisory Agreement Between Neuberger Berman Management Incorporated and
Neuberger Berman, LLC with Respect to Advisers Managers Trust.1
(3) Substitution Agreement among Neuberger Berman Management Inc., Advisers Managers
Trust, Neuberger Berman, L.P. and Neuberger Berman, LLC.1
(4) Schedule designating series of Advisers Managers Trust subject to the Management Agreement.7
(5) Schedule designating series of Advisers Managers Trust subject to the Sub-Advisory Agreement.7
(e) (1) Distribution Agreement Between Registrant and Neuberger Berman Management Incorporated.1
(2) Schedule designating series of Registrant subject to the Distribution Agreement.7
(f) Bonus or Profit Sharing Contracts. None.
(g) (1) Custodian Contract Between Registrant and State Street Bank and Trust Company.2
(2) Letter Agreement adding the International Portfolio of Registrant to the Custodian Contract.1
(3) Schedule A to the Custodian Contract designating approved foreign banking institutions
and securities depositories.5
(4) Custodian Fee Schedule.3
(5) Letter Agreement adding the Mid-Cap Growth and Guardian Portfolios of Registrant
to the Custodian Contract and Transfer Agency Agreement.4
(6) Schedule designating Series of Registrant subject to Custodian Contract.7
(7) Letter Agreement adding the Socially Responsive Portfolio of Registrant to the
Custodian Contract and Transfer Agency Agreement.7
(h) (1) Transfer Agency Agreement Between Registrant and State Street Bank and Trust Company.2
(2) Administration Agreement Between Registrant and Neuberger Berman Management
Incorporated.1
(3) Form of Fund Participation Agreement.1
(4) Letter Agreement adding the International Portfolio of Registrant to the Transfer Agency
Agreement.1
(5) Reimbursement Agreement between Registrant, on behalf of the International Portfolio, and
Neuberger Berman Management Inc.1
(6) Letter Agreement adding the Mid-Cap Growth and Guardian Portfolios of Registrant to the
Transfer Agency Agreement.4
(7) Schedule designating Series of Registrant subject to the Administration Agreement.7
(8) Reimbursement Agreement between Registrant, on behalf of the Mid-Cap Growth and
Guardian Portfolios, and Neuberger Berman Management Inc.4
(9) Schedule designating series of Registrant subject to the Transfer Agency Agreement.7
(10) Reimbursement Agreement between Registrant, on behalf of the Socially Responsive
Portfolio, and Neuberger Berman Management, Inc.6
(11) Letter Agreement adding the Socially Responsive Portfolio of Registrant to the
Transfer Agency Agreement.7
(i) Legal Opinions. [To be filed by amendment.]
(j) (1) Consent of Independent Auditors. [To be filed by amendment.]
(2) Powers of Attorney.3
(k) Financial Statements Omitted from Prospectus. None.
(l) Initial Capital Agreements. None.
(m) (1) Plan Pursuant to Rule 12b-1.1
(2) Schedule designating Series of Registrant subject to the Rule 12b-1 Plan.7
(n) Financial Data Schedules. [To be filed by amendment.]
(o) Rule 18f-3 Plan. None.
</TABLE>

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

1 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.

2 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.

3 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.

4 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.

5 Incorporated by reference to Post-Effective Amendment No. 26 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255,
EDGAR Accession No. 0000943663-98-000094.

6 Incorporated by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255,
EDGAR Accession No. 0000943663-98-000180.

7 Incorporated by reference to Post-Effective Amendment No. 28 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255,
EDGAR Accession No. 0000943663-98-000266.

Item 24. Persons Controlled By or Under Common Control with Registrant

No person is controlled by or under common control with the Registrant
(Registrant is organized in a master/feeder fund structure, and technically may
be considered to control the master fund in which it invests, Advisers Managers
Trust.)

Item 25. 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 ("NB Management") provides that
neither NB Management nor any director, officer or employee of NB Management
performing services for any Series of Advisers Managers Trust (each a
"Portfolio") at the direction or request of NB Management in connection with NB
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 NB Management against
any liability to Advisers Managers Trust or a Series of Advisers Managers Trust
or its interest holders to which NB Management would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of NB Management's duties, or by reason of NB Management's reckless disregard of
its obligations and duties under the Agreement, or (ii) to protect any director,
officer or employee of NB 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
NB Management provides that NB Management will not be liable to the Registrant
for any action taken or omitted to be taken by NB 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. NB 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 NB Management believes to be genuine
and to have been signed by the proper person or persons, and NB 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 NB Management and hold it harmless
from and against any and all losses, damages and expenses, including reasonable
attorneys' fees and expenses, incurred by NB Management that result from: (i)
any claim, action, suit or proceeding in connection with NB 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 NB Management in the performance of
its obligations under the Agreement with respect to such Portfolio; or (iii) any
action of NB 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 NB Management will not be entitled to
such indemnification in respect of actions or omissions constituting negligence
or misconduct on the part of NB 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 NB 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) NB
Management's failure to comply with the terms of the Agreement; or (ii) NB
Management's lack of good faith in performing its obligations under the
Agreement; or (iii) the negligence or misconduct of NB 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 NB Management,
unless such negligence or misconduct results from or is accompanied by
negligence or misconduct on the part of NB Management, any affiliated person of
NB Management, or any affiliated person of an affiliated person of NB
Management.

Section 11 of the Distribution Agreement between the Registrant and NB
Management provides that NB 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 26. 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 NB 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.

NAME BUSINESS AND OTHER CONNECTIONS

Claudia A. Brandon Secretary, Neuberger Berman
Vice President, NB Management Advisers Management Trust;
Secretary, Advisers Managers Trust;
Secretary, Neuberger Berman
Income Funds; Secretary,
Neuberger Berman Income Trust;
Secretary, Neuberger Berman Equity
Funds; Secretary, Neuberger
Berman Equity Trust; Secretary,
Income Managers Trust;
Secretary, Equity Managers Trust;
Secretary, Global Managers Trust;
Secretary, Neuberger Berman Equity
Assets; Secretary, Neuberger
Berman Equity Series.

Brooke A. Cobb Chief Investment Officer, Bainco
Vice President, International Investors; Senior
NB Management Vice President and Portfolio
Manager, Putnam Investments.*

Stacy Cooper-Shugrue Assistant Secretary, Neuberger
Assistant Vice President, Berman Advisers Management Trust;
NB 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; Assistant Secretary
Neuberger Berman Equity Series.

Barbara DiGiorgio Assistant Treasurer, Neuberger
Assistant Vice President, Berman Advisers Management Trust;
NB 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; Assistant Treasurer,
Neuberger Berman Equity Series.

Stanley Egener Chairman of the Board and Trustee,
President and Director, Neuberger Berman Advisers
NB Management; Principal, Management Trust; Chairman
Neuberger Berman, LLC of the Board 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; Chairman of
the Board and Trustee Neuberger
Berman Equity Series.

Theodore P. Giuliano President and Trustee, Neuberger
Vice President and Director, Berman Income Funds; President and
NB Management; Principal, Trustee, Neuberger Berman Income
Neuberger Berman, LLC Trust; President and Trustee,
Income Managers Trust

S. Basu Mullick Portfolio Manager, Ark Asset
Vice President, NB Management Management.**

C. Carl Randolph Assistant Secretary, Neuberger
Principal, Neuberger Berman, LLC Berman Advisers Management Trust;
Assistant Secretary, Advisers
Managers Trust; Assistant
Secretary, Neuberger Berman Income
Funds; Assistant Secretary,
Neuberger Berman Income Trust;
Assistant Secretary, Neuberger
Berman Equity Funds; Assistant
Secretary, Neuberger Berman
Equity Trust; Assistant Secretary,
Income Managers Trust;
Assistant Secretary, Equity
Managers Trust; Assistant
Secretary, Global Managers Trust;
Assistant Secretary, Neuberger
Berman Equity Assets; Assistant
Secretary, Neuberger Berman Equity
Series.

Richard Russell Treasurer, Neuberger Berman
Vice President, NB Management Advisers Management Trust;
Treasurer, 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;
Neuberger Berman Equity Series.

Ingrid Saukaitis Project Director, Council
Assistant Vice President, on Economic Priorities.*
NB Management

Jennifer K. Silver Portfolio Manager and Director,
Vice President, NB Management; Putnam Investment Management, Inc.*
Principal, Neuberger Berman, LLC

Daniel J. Sullivan Vice President, Neuberger Berman
Senior Vice President, NB Management Advisers Management Trust; Vice
President, Advisers Managers Trust;
Vice President, Neuberger
Berman Income Funds; Vice
President, Neuberger Berman
Income Trust; Vice President,
Neuberger Berman Equity Funds;
Vice President, Neuberger Berman
Equity Trust; Vice President,
Income Managers Trust; Vice
President, Equity Managers Trust;
Vice President, Global Managers
Trust; Vice President,
Neuberger Berman Equity Assets;
Vice President, Neuberger Berman
Equity Series.

Catherine Waterworth Managing Director, TCW Group Inc.**
Vice President, NB Management

Michael J. Weiner Vice President, Neuberger Berman
Senior Vice President, Advisers Management Trust; Vice
NB 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;
Vice President, Neuberger Berman
Equity Series.

Allan R. White, III Portfolio Manager, Salomon Asset
Vice President, NB Management; Management.**
Principal, Neuberger Berman

Celeste Wischerth Assistant Treasurer, Neuberger
Assistant Vice President, Berman Advisers Management Trust;
NB 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; Vice
President, Neuberger Berman Equity
Series.

Lawrence Zicklin President and Trustee, Neuberger
Director, NB Management; Berman Advisers Management Trust;
Principal, President and Trustee, Advisers
Neuberger Berman, LLC Managers Trust; President
and Trustee, Neuberger Berman
Equity Funds; President and
Trustee, Neuberger Berman Equity
Trust; President and Trustee,
Equity Managers Trust;
President, Global Managers Trust;
President and Trustee, Neuberger
Berman Equity Assets; President
and Trustee, Neuberger Berman
Equity Series.

The principal address of NB Management, Neuberger Berman, LLC and of
each of the investment companies named above, is 605 Third Avenue, New York, New
York 10158.

- -------------------------------
* Until 1997.
** Until 1998.

Item 27. 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 Equity Series
Neuberger Berman Income Funds
Neuberger Berman Income Trust

NB Management 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

<TABLE>
<S> <C> <C> <C>
Name Position and Offices Positions and offices
with Underwriter with registrant

Ramesh Babu Assistant Vice President None
Claudia A. Brandon Vice President Secretary
Patrick T. Byrne Vice President None
Richard A. Cantor Chairman of the Board and Director None
Valerie Chang 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
Stanley Egener President and Director Chairman of the Board, Chief
Executive Officer 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
Michael M. Kassen Vice President and Director None
Robert Ladd Assistant Vice President None
Irwin Lainoff Director None
Josephine Mahaney Vice President None
Michael F. Malouf Vice President None
Carmen G. Martinez Assistant Vice President None
Ellen Metzger Vice President and Secretary None
Paul Metzger Vice President None
S. Basu Mullick 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 and 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
Catherine Waterworth Vice President None
Michael J. Weiner Senior Vice President Vice President and Principal
Financial Officer
Allen R. White, III
Celeste Wischerth Assistant Vice President Assistant Treasurer
Lawrence Zicklin Director Trustee and President

</TABLE>

(c) No commissions or compensation were received directly or indirectly
from the Registrant by any principal underwriter who was not an affiliated
person of the Registrant.

Item 28. 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.

Item 29. 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 30. Undertakings

None.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 29 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 November, 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. 29 has been signed below by the following persons
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>

/s/ Stanley Edener Chairman and Trustee November 24, 1998
- --------------------------- -----------------
Stanley Egener

/s/ Lawrence Zicklin President and Trustee November 24, 1998
- --------------------------- (Principal Executive Officer) -----------------
Lawrence Zicklin

/s/ Michael J. Weiner Vice President November 24, 1998
- --------------------------- (Principal Financial Officer) -----------------
Michael J. Weiner

/s/ Richard Russell Treasurer November 24, 1998
- --------------------------- -----------------
Richard Russell (Principal Accounting Officer)

/s/ Faith Colish Trustee November 24, 1998
- --------------------------- -----------------
Faith Colish

/s/ Walter G. Ehlers Trustee February 25, 1999
- --------------------------- -----------------
Walter G. Ehlers

/s/ C. Anne Harvey Trustee November 24, 1998
- --------------------------- -----------------
C. Anne Harvey

/s/ Leslie A. Jacobson Trustee February 25, 1999
- --------------------------- -----------------
Leslie A. Jacobson

/s/ Robert M. Porter Trustee November 24, 1998
- --------------------------- -----------------
Robert M. Porter

/s/ Ruth E. Salzmann Trustee November 24, 1998
- --------------------------- -----------------
Ruth E. Salzmann

/s/ Peter P. Trapp Trustee February 25, 1999
- --------------------------- -----------------
Peter P. Trapp

</TABLE>

<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, ADVISERS MANAGERS TRUST has duly caused this
Post-Effective Amendment No. 29 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 November, 1998.

ADVISERS MANAGERS TRUST

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

<PAGE>

/s/ Stanley Edener Chairman and Trustee November 24, 1998
- --------------------------- -----------------
Stanley Egener

/s/ Lawrence Zicklin President and Trustee November 24, 1998
- --------------------------- (Principal Executive Officer) -----------------
Lawrence Zicklin

/s/ Michael J. Weiner
- --------------------------- Vice President November 24, 1998
Michael J. Weiner (Principal Financial Officer) -----------------

/s/ Richard Russell Treasurer November 24, 1998
- --------------------------- (Principal Accounting Officer) -----------------
Richard Russell

/s/ Faith Colish Trustee November 24, 1998
- --------------------------- -----------------
Faith Colish

/s/ Walter G. Ehlers Trustee February 25, 1999
- --------------------------- -----------------
Walter G. Ehlers

/s/ C. Anne Harvey Trustee November 24, 1998
- --------------------------- -----------------
C. Anne Harvey

/s/ Leslie A. Jacobson Trustee February 25, 1999
- --------------------------- -----------------
Leslie A. Jacobson

/s/ Robert M. Porter Trustee November 24, 1998
- --------------------------- -----------------
Robert M. Porter

/s/ Ruth E. Salzmann Trustee November 24, 1998
- --------------------------- -----------------
Ruth E. Salzmann

/s/ Peter P. Trapp Trustee February 25, 1999
- --------------------------- -----------------
Peter P. Trapp

</TABLE>
<PAGE>

INDEX TO EXHIBITS
(for Post-Effective Amendment No. 29)

Exhibit Number Under
Part C of Form N-1A Name of Exhibit

(a)(1) Amended and Restated Certificate of Trust

(a)(3) Amendment to Trust Instrument dated November 9, 1998

(b)(3) Amendment to By-Laws dated November 9, 1998

Exhibit: (a)(1)
AMENDED AND RESTATED
CERTIFICATE OF TRUST
OF
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

This Certificate of Trust ("Certificate") is amended and restated to
reflect a change in the name of the Trust from Neuberger&Berman Advisers
Management Trust to Neuberger Berman Advisers Management Trust (the "Trust").
The Certificate is filed in accordance with the provisions of the Delaware
Business Trust Act (12 Del. Code Ann. tit. 12 Section 3801 et seq.) and sets
forth the following:

1. The name of the Trust is: Neuberger Berman Advisers Management
Trust, formerly Neuberger&Berman Advisers Management Trust.

2. The Trust was originally formed on May 23, 1994.

2. The business address of the registered office of the Trust and of the
registered agent of the Trust is:

The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

3. This Certificate is effective upon filing.

4. The Trust is a Delaware business trust registered under the Investment
Company Act of 1940, as amended. Notice is hereby given that the Trust
shall consist of one or more series. The debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing
with respect to a particular series of the Trust shall be enforceable
against the assets of such series only, and not against the assets of
the Trust generally or any other series.

IN WITNESS WHEREOF, the undersigned, being a Trustee of the Trust, has
executed this Certificate on the 5th day of November, 1998.

/s/ Lawrence Zicklin
- ---------------------------
Lawrence Zicklin, as
Trustee and not individually

Address: 605 Third Avenue
New York, New York
10158-0006

<PAGE>

STATE OF NEW YORK
CITY OF NEW YORK

Before me this 5th day of November, 1998, personally appeared the
above-named Lawrence Zicklin, known to me to be the person who executed the
forgoing instrument and who acknowledged that he executed the same.

/s/ Kevin Lyons
---------------------------
Kevin Lyons
Notary Public

My commission expires 7/31/2000

Kevin Lyons
Notary Public, State of New York
No. 31-4824781
Certified in NY County
Commission expires 7/31/2000

Exhibit: (a)(3)

Neuberger Berman Advisers Management Trust

Amendment to the Trust Instrument

The undersigned, being the duly appointed Secretary of Neuberger Berman
Advisers Management Trust (the "Trust"), a Delaware business trust, hereby
certifies that the title on the first page, Article I, paragraph (l), and the
title on Schedule A of the Trust Instrument dated May 23, 1994, was amended as
follows by the vote of the Trustees of the Trust, pursuant to Article X, Section
8 of the Trust Instrument, at a meeting of the Trustees on August 26, 1998 (new
text is bold, deleted text is struck through):

1. Title on the first page of the Trust Instrument:

[begin strikethrough] Neuberger&Berman [end strikethrough]
[begin bold] Neuberger Berman [end bold] Advisers Management Trust
Trust Instrument

2. Article I, paragraph (l): "Trust" mean [begin strikethrough] Neuberger
&Berman [end strikethrough] [begin bold] Neuberger Berman [end bold]
Advisers Management Trust established hereby, and reference to the
Trust, when applicable to one or more Series, refers to that Series;

3. Schedule A:

Schedule A to trust instrument of [begin bold] Neuberger Berman [end
bold] [begin strikethrough] Neuberger&Berman [end strikethrough]
Advisers Management Trust

In Witness whereof, the undersigned has executed this instrument this
9th day of November, 1998.

/s/ Claudia A. Brandon
________________________________
Claudia Brandon
Secretary
Neuberger Berman Advisers
Management Trust

Exhibit: (b)(3)
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 the cover page, title on the first page, and the introductory
paragraph on the first page of the By-Laws of the Trust dated May 23, 1994, was
amended as follows by the vote of the Trustees of the Trust pursuant to Article
VIII, Section 1 of the By-Laws, at a meeting of the Trustees on August 26, 1998
(new text is bold, deleted text is struck through):

1. Cover Page: [begin strikethrough] Neuberger & Berman [end
strikethrough] [begin bold] Neuberger Berman [end bold] Advisers
Management

Trust

2. Title on the first page of the By-Laws:

BY-LAWS
OF

[begin strikethrough] Neuberger & Berman [end strikethrough]
[begin bold] Neuberger Berman [end bold] Advisers Management Trust

3. Introductory paragraph on the first page of the By-Laws:

These By-laws of [begin strikethrough] Neuberger & Berman [end
strikethrough] [begin bold] Neuberger Berman [end bold] Advisers
Management Trust (the "Trust"), a Delaware business trust, are subject
to the Trust Instrument of the Trust dated May 23, 1994, as from time
to time amended, supplemented or restated (the "Trust Instrument").
Capitalized terms used herein have the same meanings as in the Trust
Instrument.

In Witness whereof, the undersigned has executed this instrument this
9th day of November, 1998.

/s/ Claudia A. Brandon
_________________________
Claudia Brandon
Secretary
Neuberger Berman Advisers Management Trust