NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST, 497, 1999-05-03

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
497, 1999-05-03

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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.

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TABLE OF CONTENTS

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

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

CERTAIN RISK CONSIDERATIONS...................................................53

PERFORMANCE INFORMATION.......................................................53

TRUSTEES AND OFFICERS.........................................................58

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...........................63

INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION SERVICES...................66

Expense Limitations..................................................68
Management and Control of NB Management..............................69
Sub-Adviser..........................................................70
Investment Companies Advised.........................................71

DISTRIBUTION ARRANGEMENTS.....................................................73

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..............................................79

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

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

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

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

CUSTODIAN AND TRANSFER AGENT..................................................93

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

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

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

FINANCIAL STATEMENTS..........................................................94

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

APPENDIX B: TOTAL RETURN ANALYSIS...........................................B-1

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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.

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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.

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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.

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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.

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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.

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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,

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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

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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

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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.

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(1) Source: Morgan Stanley Capital International.

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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.

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Annual Total Returns for EAFE and S&P 500 (1984-1998)(2)

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.

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

(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.

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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.

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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.

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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.

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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,

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<PAGE>

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

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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, Partners and Socially
Responsive 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 any 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

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<PAGE>

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

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<PAGE>

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 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

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<PAGE>

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.

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<PAGE>

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

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<PAGE>

(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

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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.

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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.

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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,

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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.

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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. (The Equity Series and AMT 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.

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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.

The Equity Series 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

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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

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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

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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.

The Equity Series 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.

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

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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

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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

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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

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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.

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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

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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

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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

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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

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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

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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

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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.

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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) 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

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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

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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.

"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.

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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

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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

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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.

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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

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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.

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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

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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

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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

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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.

54
<PAGE>

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

55
<PAGE>

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

56
<PAGE>

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.

57
<PAGE>

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>
Positions Held with
Name, Address and Age (1) the Trusts Principal Occupation(s) (2)
- --------------------- ----------------------- -----------------------
<S> <C> <C>
Stanley Egener* Chairman of the Board, Principal of Neuberger
Age: 65 Chief Executive Officer Berman; President and
andTrustee Director of NB Management;
Chairman of the of each
Trust Board, Chief
Executive Officer, and
Trustee 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
63 Wall Street Colish, A Professional
24th Floor Corporation.
New York, NY 10005
Age: 63

Walter G. Ehlers Trustee of each Trust Consultant; Director of The
6806 Suffolk Place Turner Corporation, A.B.
Harvey Cedars, NJ 08008 Chance Company, and
Age: 66 Crescent Jewelry, Inc.

C. Anne Harvey Trustee of each Trust Director of American
2555 Pennsylvania Avenue, N.W. Association of Retired
Washington, DC 20037 Persons ("AARP") Program
Age: 61 Services and Administrator
of AARP Foundation; The
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).
</TABLE>

58
<PAGE>

<TABLE>
<CAPTION>
Positions Held with
Name, Address and Age (1) the Trusts Principal Occupation(s) (2)
- --------------------- ----------------------- ---------------------------
<S> <C> <C>
Leslie A. Jacobson Trustee of each Trust Counsel to Fried, Frank,
24 Birdsall Farm Drive Harris, Shriver & Jacobson,
Armonk, NY 10504 attorneys at law;
Age: 88 previously a partner of
that firm.

Robert M. Porter Trustee of each Trust Retired September, 1991;
P.O. Box 33366 Formerly Director of
Kerrville, TX 78029-3366 Customer Relations, Aetna
Age: 73 Life & Casualty Company.

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

Peter P. Trapp Trustee of each Trust Assistant Regional Manager
Ford Motor Credit Company for Atlanta Region, Ford
1455 Lincoln Parkway Motor Credit Company since
Atlanta, GA 30346-2209 August, 1997; prior
Age: 54 thereto, President, Ford
Life Insurance Company,
April, 1995 until 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
Age: 63 each Trust Berman; Director of NB
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 of each Senior Vice President of NB
Age: 59 Trust Management since 1992; Vice
President of nine other
mutual funds for which NB
Management acts as
investment manager or
administrator.
</TABLE>

59
<PAGE>

<TABLE>
<CAPTION>
Positions Held with
Name, Address and Age (1) the Trusts Principal Occupation(s) (2)
- --------------------- ----------------------- ---------------------------
<S> <C> <C>
Michael J. Weiner* Vice President and Senior Vice President of NB
Age: 52 Principal Financial Management since 1992;
Officer of each Trust Principal of Neuberger
Berman since 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
Age: 42 Management; Director,
Corporate Secretarial of
Neuberger Berman since
1999; Secretary of nine
other mutual funds for
which NB Management acts as
investment manager or
administrator.

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

Stacy Cooper-Shugrue Assistant Secretary of Assistant Vice President of
Age: 36 each Trust NB Management since 1993;
Assistant Director,
Corporate Secretarial of
Neuberger Berman since
1999; 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
Age: 61 of each Trust Berman since 1992;
Assistant Secretary of nine
other mutual funds for
which NB Management acts as
investment manager or
administrator.

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

60
<PAGE>

<TABLE>
<CAPTION>
Positions Held with
Name, Address and Age (1) the Trusts Principal Occupation(s) (2)
- --------------------- ----------------------- ---------------------------
<S> <C> <C>
Celeste Wischerth Assistant Treasurer of Assistant Vice President of
Age: 38 each Trust 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.

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 $103,958.59 in fees was
paid to the Trustees as a group by the Trust and a total of $104,758.41 in fees
was paid to the Trustees as a group by Managers Trust. The following table shows
1998 compensation by Trustee.

61
<PAGE>

COMPENSATION TABLE

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

Pension or Total Compensation
Retirement Estimated From Trust and Fund
Aggregate Benefits Accrued Annual Benefits Complex Paid to
Name of Person, Compensation From As Part of Upon Retirement Trustees(1)
Position Trust(1) Trust's Expenses
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stanley Egener, None None None None(2)
Chairman and Trustee

Faith Colish, $16,125 None None $82,750(3)
Trustee

Walter G. Ehlers, $15,250 None None $31,000(4)
Trustee

C. Anne Harvey, $12,080(4) None None $24,167(4)
Trustee

Leslie A. Jacobson, $13,750 None None $27,500(4)
Trustee

Robert M. Porter, $16,500 None None $33,000(4)
Trustee

Ruth E. Salzmann, $15,250 None None $30,500(4)
Trustee

Peter P. Trapp, $15,000 None None $30,000(4)
Trustee

Lawrence Zicklin, None None None None(3)
President and Trustee
</TABLE>

- ----------
(1) "Aggregate Compensation From Trust" and "Total Compensation From Trust and
Fund Complex Paid to Trustees" is for the period from January 1 through
December 31, 1998.

(2) Nine other investment companies.

(3) Five other investment companies.

(4) One other investment company.

62
<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 March 31, 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 98.5% of the
shares of the Balanced Portfolio of the Trust and 9% of the shares of the
Socially Responsive Portfolio of the Trust. There were no shareholders of the
International Portfolio as of that same date. The Trustees of the Trust own in
the aggregate less than 1% of the total Trust shares issued and outstanding.

As of March 31, 1999, separate accounts of the following Life Companies
owned of record or beneficially 5% or more of the Shares of the following
Portfolios:

Percentage of
Outstanding
Shares Owned
------------
Liquid Asset Portfolio

Hartford Life Insurance Company* 77.6%
200 Hopmeadow
Simsbury, CT 06070

Sentry Life Insurance Company 18.2%
1800 North Point Drive
Stevens Point, WI 54481

Partners Portfolio

Skandia Insurance Company* 28.8%
P.O. Box 883
Shelton, CT 06484

63
<PAGE>

Percentage of
Outstanding
Shares Owned
------------

Nationwide Life Insurance* 54.8%
P.O. Box 182029
Columbus, OH 43218-2029

Growth Portfolio

Nationwide Life Insurance* 81.5%
P.O. Box 182029
Columbus, OH 43218-2029

Sentry Life Insurance Company 8.7%
1800 North Point Drive
Stevens Point, WI 54481

Limited Maturity Bond Portfolio

Nationwide Life Insurance* 67.9%
P.O. Box 182029
Columbus, OH 43218-2029

Penn Mutual Life Insurance Company 5.0%
600 Dresher Road
Horsham, PA 19044

Golden American Life Insurance Company 7.2%
f/b/o Security Life of Denver Insurance Company
1475 Dunwoody Drive
West Chester, PA 19308

Balanced Portfolio

Hartford Life Insurance Company 15.2%
200 Hopmeadow
Simsbury, CT 06070

64
<PAGE>

Percentage of
Outstanding
Shares Owned
------------

Nationwide Life Insurance* 41.6%
P.O. Box 182029
Columbus, OH 43218-2029

Penn Mutual Life Insurance Company 24.8%
600 Dresher Road
Horsham, PA 19044

Sentry Life Insurance 7.2%
1800 North Point Drive
Stevens Point, WI 54481

Guardian Portfolio

Nationwide Life Insurance*
P.O. Box 182029 99.4%
Columbus, OH 43218-2029

Mid-Cap Growth Portfolio

Nationwide Life Insurance* 98.4%
P.O. Box 182029
Columbus, OH 43218-2029

Socially Responsive Portfolio

Neuberger Berman Management Inc. 15.3%
605 Third Avenue, 2nd Floor
New York, NY 10158-0180

Neuberger Berman, LLC* 75.6%
605 Third Avenue, 2nd Floor
New York, NY 10158-0180

Northwestern National Life 9.0%
Route 3806
P.O. Box 20
Minneapolis, MN 55440-0020

- ----------
*These entities owned of record 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.

65
<PAGE>

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.

66
<PAGE>

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:

67
<PAGE>

Management and Administration Fees
Accrued for Fiscal Years
Portfolio Ended December 31

1998 1997 1996
---- ---- ----
Growth $ 4,754,721 $ 5,336,566 $ 4,704,750
Limited Maturity Bond $ 1,726,341 $ 1,642,678 $ 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 $ 114,303 $ 681 --

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.

68
<PAGE>
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 year 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 year 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

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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.

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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 mutual funds referred
to below ("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

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Approximate Net
Assets at
Name December 31, 1998
- ---- -----------------

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)

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Approximate Net
Assets at
Name December 31, 1998
- ---- -----------------

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

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

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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.

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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

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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.

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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

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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.

The Socially Responsive 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, the 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.

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

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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

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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 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

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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

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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-

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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

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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

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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

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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.;
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.

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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, Sachs & Co.; Merrill Lynch, Pierce, Fenner & Smith Inc.;
Morgan Stanley, Dean Witter & Co.; and 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, Solomon 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.

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<TABLE>
<CAPTION>
Interest Income from
Collateralization of Amount Paid to
Name of Series Fiscal Year End Securities Loans Neuberger Berman
- -------------- --------------- -------------------- ----------------
<S> <C> <C> <C>
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 Guardian Investments 12/31/98 $ 421 $ -0-

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

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).

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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

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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.

The following individuals are the persons primarily responsible for making
decisions as to specific action to be taken with respect to the investment
portfolios of the indicated Series: Theodore P. Giuliano and Catherine
Waterworth - AMT Balanced (debt securities portion), Limited Maturity Bond, and
Liquid Asset (with respect to Mr. Giuliani); Josephine Mahaney - Liquid Asset;
Kevin L. Risen and Allan R. White III - Guardian; Valerie Chang - International;
Jennifer K. Silver and Brooke A. Cobb - Growth, Balanced (equity securities
portion) and Mid-Cap Growth; Michael M. Kassen, Robert I. Gendelman and S. Basu
Mullick - Partners; and Janet W. Prindle - Socially Responsive. Each of these
individuals 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). 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.

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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,

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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.

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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

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

INDEPENDENT AUDITORS

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

LEGAL COUNSEL

Each Portfolio and Series has selected Dechert Price & Rhoads, 1775 Eye
Street, N.W., Washington, D.C. 20006 as legal counsel.

REGISTRATION STATEMENT

This SAI and Prospectus do not contain all the information included in the
Trust's registration statement filed with the SEC under the 1933 Act with
respect to the securities offered by the Prospectus. Certain portions of the
registration statement have been omitted pursuant to SEC rules and regulations.
The registration statement, including the exhibits filed therewith, may be
examined at the SEC's offices in Washington, D.C. The SEC maintains a Website
(http://www.sec.gov) that contains this SAI, material incorporated by reference
and other information regarding the Series and the Portfolios.

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

FINANCIAL STATEMENTS

The audited financial statements, notes to the audited financial
statements, and reports of the independent auditors contained in the annual
reports to the shareholders of the Trust for the fiscal year ended December 31,
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.

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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

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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.

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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.

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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%

B-1