<PAGE>
PARTNERS PORTFOLIO
NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST
ANNUAL REPORT
DECEMBER 31, 1998
NMAAR1081298
<PAGE>
PORTFOLIO MANAGERS' COMMENTARY
Neuberger Berman Advisers Management Trust December 31, 1998
- --------------------------------------------------------------------------------
AMT Partners Portfolio
PORTFOLIO CO-MANAGERS MICHAEL KASSEN, ROBERT GENDELMAN AND S. BASU MULLICK
FOCUS ON OUT-OF-FAVOR LARGE-CAP STOCKS AND MID SIZED COMPANIES LESS WIDELY
FOLLOWED BY WALL STREET ANALYSTS. THEY ARE PARTICULARLY PARTIAL TO "FALLEN
ANGELS" -- GROWTH STOCKS THAT HAVE EXPERIENCED TEMPORARY SETBACKS, BUT WHOSE
LONGER-TERM FUNDAMENTAL OUTLOOK REMAINS STRONG. THE PORTFOLIO MANAGEMENT TEAM
VIEWS STOCKS AS PIECES OF BUSINESSES THEY WOULD LIKE TO OWN RATHER THAN PIECES
OF PAPER TO TRADE BASED ON SHORT TERM PRICE FLUCTUATIONS. THE GOAL IS TO FIND
QUALITY COMPANIES TRADING AT A DISCOUNT TO THEIR INTRINSIC ECONOMIC VALUE.
1998 was not a particularly rewarding year for value investors relative to
their growth stock counterparts. Namely, the S&P 500/BARRA Growth Index
outperformed the S&P 500/BARRA Value Index by a whopping 27.5%*. Size was also a
big factor in performance. The S&P 500* is capitalization weighted. This means
the largest companies in the Index are given a higher weighting in calculating
the return. While the S&P 500 gained an impressive 28.5% for the year, the equal
weighted S&P 500 (all 500 component stocks given an equal weighting in
calculating performance) gained just 12.8%. Amazingly, more than 40% of the S&P
500 component stocks closed the year with a loss! As value investors focusing on
mid/large cap stocks, (the portfolio's weighted average capitalization is
approximately $21 billion compared to more than $88 billion for the S&P 500), we
were swimming against the prevailing style/ capitalization market tide.
We also made some mistakes. Early in the year, our value discipline led us to
quality companies in out-of-favor industries like commodity oriented cyclicals
(steel, paper, chemicals, and energy) and the economically sensitive capital
goods producers (construction and agricultural equipment). Cheap stocks in these
cheap groups got even cheaper when the Asian economic crisis deepened in
mid-year sending commodities prices sharply lower and curtailing capital
spending. Ongoing earnings uncertainty prevented most of these stocks from
participating in the strong fourth quarter rally that took the market back to
near record highs. We think even the best companies in these groups will
continue to suffer from commodity deflation, soft demand, and a total lack of
pricing power. Accordingly, we have been reducing and/or eliminating positions
in these industry groups.
Our financial stock holdings (banks, broker/asset management, and insurance
companies) also declined sharply during the third quarter, when the credit
crunch triggered by the collapse of the Russian ruble and the much publicized
problems of hedge fund Long Term Capital Management panicked investors.
Fortunately, these stocks recovered nicely, as three Federal Reserve interest
rate cuts provided liquidity and helped revive the world's capital and credit
markets. Another bright spot in the portfolio was communications services
stocks, which rose on good earnings and accelerating consolidation in the
telecommunications industry.
How are we responding to the portfolio's poor relative performance in 1998?
We are not abandoning our value discipline to "chase" returns from the large-cap
market darlings. We think valuations in this market sector are inflated and
highly vulnerable to any disappointing earnings news. We are modifying our
approach in several ways. We are being more flexible on valuations in
recognition that industries and individual companies with pricing power probably
deserve somewhat higher price/earnings multiples. We are not going to go out and
pay 50 times earnings for market favorites. We will be more willing to pay a
market average multiple for stocks we believe have above market average earnings
potential. Also, in today's market, stocks with earnings momentum are rising
higher and faster than
A-2
<PAGE>
we have been accustomed to. Consequently, some valuation flexibility will allow
us to hold on to winners a bit longer to take greater advantage of favorable
earnings trends. Finally, the portfolio's weighted capitalization will likely
increase in recognition of the advantages larger companies have in an
increasingly global economy.
Our value style and focus on mid/large-cap stocks restrained performance in a
year in which the market strongly favored very large-cap growth stocks. We have
re-examined our discipline and taken carefully measured steps to modify it in a
manner more attuned to what we believe will be long lasting economic and market
trends. We are in the process of repositioning the portfolio in industries and
larger companies with better pricing and earnings power. We believe our ongoing
commitment to value tempered by greater valuation flexibility will enhance
returns going forward.
Sincerely,
/s/ Robert Gendelman /s/ Michael Kassen /s/ S. Basu Mullick
Robert Gendelman, Michael Kassen and S. Basu Mullick
PORTFOLIO CO-MANAGERS
*The S&P 500/BARRA Growth and Value Indices are constructed by dividing the
stocks in an index according to a single attribute: book-to-price ratio. This
splits the index into two mutually exclusive groups designed to track two of
the predominant investment styles in the U.S. equity market. The value index
contains firms with higher book-to-price ratios; conversely, the growth index
has firms with lower book-to-price ratios. Each company in the index is
assigned to either the value or growth index so that the two style indices
"add up" to the full index. Like the full S&P indexes, the value and growth
indices are capitalization-weighted, meaning that each stock is weighted in
proportion to its market value. The S&P 500 Index is an unmanaged index
generally considered to be representative of stock market activity. Please
note that indices do not take into account any fees and expenses of investing
in the individual securities that they track, and that individuals cannot
invest directly in any index. Data about the performance of these indices are
prepared or obtained by Neuberger Berman Management Inc. and include
reinvestment of all dividend and capital gain distributions. The Portfolio
invests in many securities not included in the above-described indices.
The composition, industries and holdings are subject to change. The Portfolio
is invested in a wide array of securities and no single holding makes up more
than a small fraction of its total assets.
Past performance is no guarantee of future results and shares when redeemed
may be worth more or less than their original cost.
The investments for the Portfolio are managed by the same portfolio manager(s)
who manage one or more other mutual funds that have similar names, investment
objectives and investment styles as the Portfolio. You should be aware that
the Portfolio is likely to differ from the other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance can be
expected to vary from those of the other mutual funds.
A-3
<PAGE>
COMPARISON OF A $10,000 INVESTMENT
Neuberger Berman Advisers Management Trust December 31, 1998
- --------------------------------------------------------------------------------
Partners Portfolio
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C> <C>
PARTNERS PORTFOLIO S&P 500 INDEX(2)
1 Year +4.21% +28.52%
Life of Fund +19.71% +25.13%
Average Annual Total Return (1)
Partners Portfolio S&P 500 Index
3/22/94 $10,000 $10,000
12/31/94 $9,770 $10,085
1995 $13,333 $13,861
1996 $17,276 $17,035
1997 $22,674 $22,711
1998 $23,629 $29,188
</TABLE>
Neuberger Berman Advisers Management Trust Partners Portfolio-SM- (the
"Fund") commenced operations on 3/22/94.
1. "Total Return" includes reinvestment of all income dividends and capital gain
distributions. Results represent past performance and do not indicate future
results. The value of an investment in the Fund and the return on the investment
both will fluctuate, and redemption proceeds may be higher or lower than an
investor's original cost.
2. The S&P 500 Index is an unmanaged index generally considered to be
representative of overall stock market activity. Please note that indices do not
take into account any fees and expenses of investing in the individual
securities that they track, and that individuals cannot invest directly in any
index. Data about the performance of this index are prepared or obtained by
Neuberger Berman Management Inc.-Registered Trademark- and include reinvestment
of all dividends and capital gain distributions. The Series invests in many
securities not included in the above-described index.
Performance data are historical and include changes in share price and
reinvestment of dividends and capital gain distributions. Performance numbers
are net of all Fund operating expenses, but do not include any insurance charges
or other expenses imposed by your insurance company's variable annuity or
variable life insurance policy. If this performance information included the
effect of the insurance charges and other expenses, performance numbers would be
lower.
B-1
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
Neuberger Berman Advisers Management Trust
- --------------------------------------------------------------------------------
Partners Portfolio
<TABLE>
<CAPTION>
December 31,
1998
--------------
<S> <C>
ASSETS
Investment in Series, at value (Note A) $1,638,027,081
Receivable for Trust shares sold 2,725,421
Deferred organization costs (Note A) 624
--------------
1,640,753,126
--------------
LIABILITIES
Payable for Trust shares redeemed 9,770,969
Payable to administrator (Note B) 410,765
Accrued expenses 102,425
--------------
10,284,159
--------------
NET ASSETS at value $1,630,468,967
--------------
NET ASSETS consist of:
Par value $ 86,130
Paid-in capital in excess of par value 1,435,986,195
Accumulated undistributed net investment
income 18,224,870
Accumulated net realized gains on investment 25,177,758
Net unrealized appreciation in value of
investment 150,994,014
--------------
NET ASSETS at value $1,630,468,967
--------------
SHARES OUTSTANDING
($.001 par value; unlimited shares
authorized) 86,130,084
--------------
NET ASSET VALUE, offering and redemption price per
share $18.93
--------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
B-2
<PAGE>
STATEMENT OF OPERATIONS
Neuberger Berman Advisers Management Trust
- --------------------------------------------------------------------------------
Partners Portfolio
<TABLE>
<CAPTION>
For the
Year Ended
December 31,
1998
------------
<S> <C>
INVESTMENT INCOME
Investment income from Series (Note A) $32,877,330
------------
Expenses:
Administration fee (Note B) 5,243,274
Shareholder reports 204,523
Legal fees 83,705
Trustees' fees and expenses 68,614
Auditing fees 13,915
Custodian fees 10,000
Registration and filing fees 3,440
Amortization of deferred organization and
initial offering expenses (Note A) 2,811
Miscellaneous 7,408
Expenses from Series (Notes A & B) 9,019,116
------------
Total expenses 14,656,806
Expenses reduced by custodian fee expense
offset arrangement (Note B) (7,031)
------------
Total net expenses 14,649,775
------------
Net investment income 18,227,555
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS FROM
SERIES (NOTE A)
Net realized gain on investment securities 27,913,853
Change in net unrealized appreciation of
investment securities 4,713,050
------------
Net gain on investments from Series (Note
A) 32,626,903
------------
Net increase in net assets resulting from
operations $50,854,458
------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
B-3
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
Neuberger Berman Advisers Management Trust
- --------------------------------------------------------------------------------
Partners Portfolio
<TABLE>
<CAPTION>
Year Ended
December 31,
1998 1997
-----------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income $ 18,227,555 $ 6,928,054
Net realized gain on investments
from Series (Note A) 27,913,853 208,112,368
Change in net unrealized
appreciation of investments from
Series (Note A) 4,713,050 75,121,916
-----------------------------
Net increase in net assets resulting
from operations 50,854,458 290,162,338
-----------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (6,673,458) (2,479,825)
Net realized gain on investments (210,213,946) (38,189,299)
-----------------------------
Total distributions to shareholders (216,887,404) (40,669,124)
-----------------------------
FROM TRUST SHARE TRANSACTIONS:
Proceeds from shares sold 644,476,585 1,115,192,751
Proceeds from reinvestment of
dividends and distributions 216,887,404 40,669,124
Payments for shares redeemed (697,697,436) (477,954,508)
-----------------------------
Net increase from Trust share
transactions 163,666,553 677,907,367
-----------------------------
NET INCREASE (DECREASE) IN NET ASSETS (2,366,393) 927,400,581
NET ASSETS:
Beginning of year 1,632,835,360 705,434,779
-----------------------------
End of year $1,630,468,967 $1,632,835,360
-----------------------------
Accumulated undistributed net
investment income at end of year $ 18,224,870 $ 6,693,210
-----------------------------
NUMBER OF TRUST SHARES:
Sold 33,150,734 60,336,693
Issued on reinvestment of dividends
and distributions 11,179,764 2,479,824
Redeemed (37,463,695) (26,354,418)
-----------------------------
Net increase in shares outstanding 6,866,803 36,462,099
-----------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
B-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Neuberger Berman Advisers Management Trust December 31, 1998
- --------------------------------------------------------------------------------
Partners Portfolio
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1) GENERAL: Partners Portfolio (the "Fund") is a separate operating series of
Neuberger Berman Advisers Management Trust (the "Trust"), a Delaware business
trust organized pursuant to a Trust Instrument dated May 23, 1994. The Trust
is currently comprised of seven separate operating series (the "Funds"). The
Trust is registered as a diversified, open-end management investment company
under the Investment Company Act of 1940, as amended, and its shares are
registered under the Securities Act of 1933, as amended. The trustees of the
Trust may establish additional series or classes of shares without the
approval of shareholders.
The assets of each fund belong only to that fund, and the liabilities of
each fund are borne solely by that fund and no other.
The Fund seeks to achieve its investment objective by investing all of its
net investable assets in AMT Partners Investments (the "Series"), a series of
Advisers Managers Trust having the same investment objective and policies as
the Fund. The value of the Fund's investment in the Series reflects the
Fund's proportionate interest in the net assets of the Series (100% at
December 31, 1998). The performance of the Fund is directly affected by the
performance of the Series. The financial statements of the Series, including
the Schedule of Investments, are included elsewhere in this report and should
be read in conjunction with the Fund's financial statements.
2) PORTFOLIO VALUATION: The Fund records its investment in the Series at value.
Investment securities held by the Series are valued as indicated in the notes
following the Series' Schedule of Investments.
3) FEDERAL INCOME TAXES: The Funds are treated as separate entities for Federal
income tax purposes. It is the policy of the Fund to continue to qualify as a
regulated investment company by complying with the provisions available to
certain investment companies, as defined in applicable sections of the
Internal Revenue Code, and to make distributions of investment company
taxable income and net capital gains (after reduction for any amounts
available for Federal income tax purposes as capital loss carryforwards)
sufficient to relieve it from all, or substantially all, Federal income
taxes. Accordingly, the Fund paid no Federal income taxes and no provision
for Federal income taxes was required.
4) DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: The Fund earns income, net of
Series expenses, daily on its investment in the Series. Income dividends and
distributions from net realized capital gains, if any, are normally
distributed in February. Income dividends and capital gain distributions to
shareholders are recorded on the ex-dividend date. To the extent the Fund's
net realized capital gains, if any, can be offset by capital loss
carryforwards, it is the policy of the Fund not to distribute such gains.
The Fund distinguishes between dividends on a tax basis and a financial
reporting basis and only distributions in excess of tax basis earnings and
profits are reported in the financial statements as a return of capital.
Differences in the recognition or classification of income between the
financial statements and tax earnings and profits which result in temporary
over-distributions for financial statement purposes are classified as
distributions in excess of net investment income or accumulated net realized
gains.
5) ORGANIZATION EXPENSES: Expenses incurred by the Fund in connection with its
organization are being amortized by the Fund on a straight-line basis over a
five-year period. At December 31, 1998, the unamortized balance of such
expenses amounted to $624.
B-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Cont'd)
Neuberger Berman Advisers Management Trust December 31, 1998
- --------------------------------------------------------------------------------
Partners Portfolio
6) EXPENSE ALLOCATION: Expenses directly attributable to a fund are charged to
that fund. Expenses not directly attributed to a fund are allocated, on the
basis of relative net assets, to each of the Funds.
7) OTHER: All net investment income and realized and unrealized capital gains
and losses of the Series are allocated pro rata among the Fund and any other
investors in the Series.
NOTE B -- ADMINISTRATION FEES, DISTRIBUTION ARRANGEMENTS, AND OTHER TRANSACTIONS
WITH AFFILIATES:
Fund shares are issued and redeemed in connection with investments in and
payments under certain variable annuity contracts and variable life insurance
policies issued through separate accounts of life insurance companies.
The Fund retains Neuberger Berman Management Incorporated ("Management") as
its administrator under an Administration Agreement ("Agreement"). Pursuant to
this Agreement the Fund pays Management an administration fee at the annual rate
of 0.30% of the Fund's average daily net assets. The Fund indirectly pays for
investment management services through its investment in the Series (see Note B
of Notes to Financial Statements of the Series).
Effective May 1, 1995, the trustees of the Trust adopted a non-fee
distribution plan for each series of the Trust.
Management has voluntarily undertaken to limit the Fund's expenses by
reimbursing the Fund for its operating expenses plus its pro rata share of its
Series' operating expenses (excluding the fees payable to Management, interest,
taxes, brokerage commissions, extraordinary expenses, and transaction costs)
which exceed, in the aggregate, 1% per annum of the Fund's average daily net
assets. This undertaking is subject to termination by Management upon at least
60 days' prior written notice to the Fund. For the year ended December 31, 1998,
no reimbursement to the Fund was required.
All of the capital stock of Management is owned by individuals who are also
principals of Neuberger Berman, LLC ("Neuberger"), a member firm of The New York
Stock Exchange and sub-adviser to the Series. Several individuals who are
officers and/or trustees of the Trust are also principals of Neuberger and/or
officers and/ or directors of Management.
The Series has an expense offset arrangement in connection with its custodian
contract. In addition, in connection with the Securities Lending Agreement
between the Series and Morgan Stanley & Co. Incorporated ("Morgan"), Morgan has
agreed to reimburse the Series for transaction costs incurred on security
lending transactions charged by the custodian. The impact of these arrangements,
respectively, reflected in the Statement of Operations under the caption
Expenses from Series, was a reduction of $6,055 and $976.
NOTE C -- INVESTMENT TRANSACTIONS:
During the year ended December 31, 1998, additions and reductions in the
Fund's investment in its Series amounted to $431,883,918 and $477,022,217,
respectively.
B-6
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger Berman Advisers Management Trust
- --------------------------------------------------------------------------------
Partners Portfolio
The following table includes selected data for a share outstanding throughout
each year and other performance information derived from the Financial
Statements. It should be read in conjunction with its Series' Financial
Statements and notes thereto.(1)
<TABLE>
<CAPTION>
Period
from
March
22,
1994(3)
to
December
Year Ended December 31, 31,
1998(2) 1997(2) 1996(2) 1995(2) 1994
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 20.60 $ 16.48 $ 13.23 $ 9.77 $10.00
-----------------------------------------------------------
Income From Investment Operations
Net Investment Income .20 .12 .10 .11 .03
Net Gains or Losses on Securities
(both realized and unrealized) .73 4.82 3.69 3.43 (.26)
-----------------------------------------------------------
Total From Investment Operations .93 4.94 3.79 3.54 (.23)
-----------------------------------------------------------
Less Distributions
Dividends (from net investment
income) (.08) (.05) (.04) (.01) --
Distributions (from net capital
gains) (2.52) (.77) (.50) (.07) --
-----------------------------------------------------------
Total Distributions (2.60) (.82) (.54) (.08) --
-----------------------------------------------------------
Net Asset Value, End of Year $ 18.93 $ 20.60 $ 16.48 $ 13.23 $ 9.77
-----------------------------------------------------------
Total Return(4) +4.21% +31.25% +29.57% +36.47% -2.30%(5)
-----------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (in
millions) $ 1,630.5 $ 1,632.8 $ 705.4 $ 207.5 $ 9.4
-----------------------------------------------------------
Ratio of Gross Expenses to Average
Net Assets(6) .84% .86% .95% 1.09% --
-----------------------------------------------------------
Ratio of Net Expenses to Average Net
Assets .84% .86% .95% 1.09% 1.75%(7)
-----------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets 1.04% .60% .60% .97% .45%(7)
-----------------------------------------------------------
Portfolio Turnover Rate(8) -- -- -- 76% 90%
-----------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL HIGHLIGHTS
B-7
<PAGE>
NOTES TO FINANCIAL HIGHLIGHTS
Neuberger Berman Advisers Management Trust December 31, 1998
- --------------------------------------------------------------------------------
Partners Portfolio
1) The per share amounts which are shown have been computed based on the average
number of shares outstanding during each fiscal period.
2) The per share amounts and ratios which are shown reflect income and expenses,
including the Fund's proportionate share of the Series' income and expenses.
3) The date investment operations commenced.
4) Total return based on per share net asset value reflects the effects of
changes in net asset value on the performance of the Fund during each fiscal
period and assumes dividends and other distributions, if any, were
reinvested. Results represent past performance and do not guarantee future
results. Investment returns and principal may fluctuate and shares when
redeemed may be worth more or less than original cost. The total return
information shown does not reflect charges and other expenses that apply to
the separate account or the related insurance policies, and the inclusion of
these charges and other expenses would reduce the total return for all fiscal
periods shown.
5) Not annualized.
6) For fiscal periods ending after September 1, 1995, the Fund is required to
calculate an expense ratio without taking into consideration any expense
reductions related to expense offset arrangements.
7) Annualized.
8) The Fund transferred all of its investment securities into its Series on
April 28, 1995. After that date the Fund invested only in its Series, and
that Series, rather than the Fund, engaged in securities transactions.
Therefore, after that date the Fund had no portfolio turnover rate. Portfolio
turnover rates for periods ending after April 28, 1995, are included in the
Financial Highlights of AMT Partners Investments, which appear elsewhere in
this report.
B-8
<PAGE>
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
To the Board of Trustees of
Neuberger Berman Advisers Management Trust and
Shareholders of Partners Portfolio
We have audited the accompanying statement of assets and liabilities of
Partners Portfolio, one of the series constituting the Neuberger Berman Advisers
Management Trust (the "Trust"), as of December 31, 1998, and the related
statement of operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended, and the financial
highlights for each of the periods indicated therein. These financial statements
and financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Partners Portfolio of Neuberger Berman Advisers Management Trust at December 31,
1998, the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the financial
highlights for each of the periods indicated therein, in conformity with
generally accepted accounting principles.
[SIGNATURE]
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
January 29, 1999
B-9
<PAGE>
SCHEDULE OF INVESTMENTS
Advisers Managers Trust December 31, 1998
- --------------------------------------------------------------------------------
AMT Partners Investments
<TABLE>
<CAPTION>
Number Market
of Shares Value(1)
- ----------- -------------
<C> <S> <C>
COMMON STOCKS (98.7%)
AEROSPACE (1.8%)
96,700 Northrop Grumman $ 7,071,187
450,000 Raytheon Co. Class A 23,259,375
-------------
30,330,562
-------------
AIRLINES (1.1%)
535,000 Continental Airlines Class B 17,922,500(2)
-------------
AUTOMOBILE MANUFACTURING (1.0%)
499,500 LucasVarity PLC ADR 16,733,250
-------------
AUTO/TRUCK REPLACEMENT PARTS (2.4%)
245,000 AutoZone, Inc. 8,069,687(2)
300,000 Goodyear Tire & Rubber 15,131,250
406,900 Lear Corp. 15,665,650(2)
-------------
38,866,587
-------------
BANKING & FINANCIAL SERVICES (12.5%)
770,000 Bank One 39,318,125
905,500 BankBoston Corp. 35,257,906
390,000 Chase Manhattan 26,544,375
860,000 Countrywide Credit Industries 43,161,250
37,000 Dun & Bradstreet 1,167,812
1,209,100 IndyMac Mortgage Holdings 12,771,119
998,800 SLM Holding 47,942,400
-------------
206,162,987
-------------
CHEMICALS (0.7%)
487,200 Morton International 11,936,400
-------------
COMMUNICATIONS (3.5%)
410,000 Bell Atlantic 21,730,000
495,000 MCI WorldCom 35,516,250(2)
-------------
57,246,250
-------------
ELECTRICAL & ELECTRONICS (1.5%)
625,900 General Motors Class H 24,840,406(2)
-------------
ELECTRONICS (3.8%)
891,500 Loral Space & Communications 15,879,844(2)
370,000 Raychem Corp. 11,955,625
515,000 Tandy Corp. 21,211,562
330,000 Teradyne, Inc. 13,983,750(2)
-------------
63,030,781
-------------
ENERGY (5.6%)
364,400 Illinova Corp. 9,110,000
748,000 McDermott International 18,466,250
21,000 Montana Power 1,187,812
468,400 Niagara Mohawk Power 7,552,950(2)
<CAPTION>
Number Market
of Shares Value(1)
- ----------- -------------
<C> <S> <C>
567,900 PG&E Corp. $ 17,888,850
765,000 Texas Utilities 35,715,937
-------------
89,921,799
-------------
ENTERTAINMENT (1.0%)
1,055,200 Mirage Resorts 15,762,050(2)
-------------
FINANCIAL SERVICES (1.4%)
544,800 Associates First Capital 23,085,900
-------------
FOOD & TOBACCO (3.7%)
450,000 Anheuser-Busch 29,531,250
754,700 Nabisco Holdings 31,320,050
-------------
60,851,300
-------------
FOOD PRODUCTS (1.7%)
907,000 ConAgra, Inc. 28,570,500
-------------
GAS (1.5%)
678,300 Praxair, Inc. 23,910,075
-------------
HEALTH CARE (10.9%)
600,000 Alza Corp. 31,350,000(2)
620,000 American Home Products 34,913,750
512,500 Baxter International 32,960,156
160,000 Biogen, Inc. 13,280,000(2)
896,700 Boston Scientific 24,042,769(2)
36,500 Centocor, Inc. 1,647,062(2)
981,000 Tenet Healthcare 25,751,250(2)
162,000 Wellpoint Health Networks 14,094,000(2)
-------------
178,038,987
-------------
INDUSTRIAL GOODS & SERVICES (2.3%)
930,300 AK Steel Holding 21,862,050
553,600 Owens-Illinois 16,954,000(2)
-------------
38,816,050
-------------
INSURANCE (9.1%)
670,000 Ace, Ltd. 23,073,125
355,000 Aetna Inc. 27,911,875
610,000 Aon Corp. 33,778,750
486,000 CIGNA Corp. 37,573,875
355,000 EXEL Ltd. 26,625,000
-------------
148,962,625
-------------
OIL & GAS (7.7%)
190,000 Chevron Corp. 15,758,125
355,000 Coastal Corp. 12,402,813
270,000 K N Energy 9,821,250
242,900 Noble Affiliates 5,981,413
490,000 Texaco, Inc. 25,908,750
</TABLE>
B-10
<PAGE>
SCHEDULE OF INVESTMENTS (Cont'd)
Advisers Managers Trust December 31, 1998
- --------------------------------------------------------------------------------
AMT Partners Investments
<TABLE>
<CAPTION>
Number Market
of Shares Value(1)
- ----------- -------------
<C> <S> <C>
1,150,000 The Williams Cos. $ 35,865,625
731,100 Tosco Corp. 18,917,213
-------------
124,655,189
-------------
PAPER & FOREST PRODUCTS (1.4%)
410,000 Kimberly-Clark 22,345,000
-------------
PUBLISHING & BROADCASTING (2.3%)
417,400 E.W. Scripps 20,765,650
87,800 Infinity Broadcasting 2,403,525(2)
425,000 New York Times 14,742,188
-------------
37,911,363
-------------
REAL ESTATE (1.2%)
134,000 Crestline Capital 1,959,750(2)
1,340,000 Host Marriott 18,508,750(2)
-------------
20,468,500
-------------
RESTAURANTS (2.0%)
170,000 McDonald's Corp. 13,026,250
377,800 Tricon Global Restaurants 18,937,225(2)
-------------
31,963,475
-------------
RETAILING (3.5%)
473,200 Consolidated Stores 9,552,725(2)
383,000 Fred Meyer 23,075,750(2)
460,500 Harcourt General 24,492,844
-------------
57,121,319
-------------
TECHNOLOGY (8.4%)
597,800 Computer Associates 25,481,225
315,300 Hewlett-Packard 21,538,931
770,300 Parametric Technology 12,613,663(2)
1,040,000 Quantum Corp. 22,100,000(2)
265,000 Texas Instruments 22,674,063
276,800 Xerox Corp. 32,662,400
-------------
137,070,282
-------------
TELECOMMUNICATIONS (4.9%)
375,000 GTE Corp. 24,375,000
808,000 MediaOne Group 37,976,000(2)
375,000 Northern Telecom 18,796,875
-------------
81,147,875
-------------
<CAPTION>
Number Market
of Shares Value(1)
- ----------- -------------
<C> <S> <C>
UTILITIES (1.8%)
221,000 GPU, Inc. $ 9,765,438
500,000 Unicom Corp. 19,281,250
-------------
29,046,688
-------------
TOTAL COMMON STOCKS (COST
$1,465,724,686) 1,616,718,700
-------------
</TABLE>
<TABLE>
<CAPTION>
Principal
Amount
- -----------
<C> <S> <C>
REPURCHASE AGREEMENTS (1.3%)
$21,930,000 State Street Bank and Trust
Co. Repurchase Agreement,
4.50%, due 1/4/99, dated
12/31/98, Maturity Value
$21,940,965, Collateralized by
$15,955,000 U.S. Treasury
Bonds, 8.50%, due 2/15/20
(Collateral Value $22,588,786)
(COST $21,930,000) 21,930,000(3)
-------------
SHORT-TERM INVESTMENTS (6.8%)
5,000,000 American Express Credit Corp.,
4.90%, due 1/6/99 4,996,597(3)
106,389,688 N&B Securities Lending Quality
Fund, LLC 106,389,688(3)
-------------
TOTAL SHORT-TERM INVESTMENTS
(COST $111,386,285) 111,386,285
-------------
TOTAL INVESTMENTS (106.8%)
(COST $1,599,040,971) 1,750,034,985(4)
Liabilities, less cash,
receivables and other assets
[(6.8%)] (112,007,903)
-------------
TOTAL NET ASSETS (100.0%) $1,638,027,082
-------------
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS
B-11
<PAGE>
NOTES TO SCHEDULE OF INVESTMENTS
Advisers Managers Trust December 31, 1998
- --------------------------------------------------------------------------------
AMT Partners Investments
1) Investment securities of the Series are valued at the latest sales price;
securities for which no sales were reported, unless otherwise noted, are
valued at the mean between the closing bid and asked prices. The Series
values all other securities by a method the trustees of Advisers Managers
Trust believe accurately reflects fair value. Foreign security prices are
furnished by independent quotation services expressed in local currency
values. Foreign security prices are translated from the local currency into
U.S. dollars using current exchange rates. Short-term debt securities with
less than 60 days until maturity may be valued at cost which, when combined
with interest earned, approximates market value.
2) Non-income producing security.
3) At cost, which approximates market value.
4) At December 31, 1998, the cost of investments for Federal income tax purposes
was $1,605,362,258. Gross unrealized appreciation of investments was
$205,506,456 and gross unrealized depreciation of investments was
$60,833,729, resulting in net unrealized appreciation of $144,672,727, based
on cost for Federal income tax purposes.
SEE NOTES TO FINANCIAL STATEMENTS
B-12
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
Advisers Managers Trust
- --------------------------------------------------------------------------------
AMT Partners Investments
<TABLE>
<CAPTION>
December 31,
1998
--------------
<S> <C>
ASSETS
Investments in securities, at market value*
(Note A) -- see Schedule of Investments $1,750,034,985
Cash 7,744
Receivable for securities sold 8,645,957
Dividends and interest receivable 4,496,404
Prepaid expenses and other assets 37,189
Deferred organization costs (Note A) 7,008
--------------
1,763,229,287
--------------
LIABILITIES
Payable for collateral on securities loaned
(Note A) 106,389,688
Payable for securities purchased 17,034,418
Accrued expenses 1,111,139
Payable to investment manager (Note B) 666,960
--------------
125,202,205
--------------
NET ASSETS Applicable to Investors' Beneficial
Interests $1,638,027,082
--------------
NET ASSETS consist of:
Paid-in capital $1,487,033,068
Net unrealized appreciation in value of
investment securities 150,994,014
--------------
NET ASSETS $1,638,027,082
--------------
*Cost of investments $1,599,040,971
--------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
B-13
<PAGE>
STATEMENT OF OPERATIONS
Advisers Managers Trust
- --------------------------------------------------------------------------------
AMT Partners Investments
<TABLE>
<CAPTION>
For the
Year Ended
December 31,
1998
------------
<S> <C>
INVESTMENT INCOME
Income:
Dividend income $31,156,917
Interest income 1,875,516
Foreign taxes withheld (Note A) (155,103)
------------
Total income 32,877,330
------------
Expenses:
Investment management fee (Note B) 8,429,503
Custodian fees (Note B) 325,475
Trustees' fees and expenses 71,427
Auditing fees 67,538
Legal fees 59,941
Insurance expense 18,414
Accounting fees 10,000
Amortization of deferred organization and
initial offering expenses (Note A) 5,264
Miscellaneous 31,554
------------
Total expenses 9,019,116
Expenses reduced by custodian fee expense
offset arrangement (Note B) (7,031)
------------
Total net expenses 9,012,085
------------
Net investment income 23,865,245
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investment securities
sold 27,913,853
Change in net unrealized appreciation of
investment securities 4,713,050
------------
Net gain on investments 32,626,903
------------
Net increase in net assets resulting from
operations $56,492,148
------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
B-14
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
Advisers Managers Trust
- --------------------------------------------------------------------------------
AMT Partners Investments
<TABLE>
<CAPTION>
Year Ended
December 31,
1998 1997
-----------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income $ 23,865,245 $ 10,657,196
Net realized gain on investments 27,913,853 208,112,368
Change in net unrealized
appreciation of investments 4,713,050 75,121,916
-----------------------------
Net increase in net assets resulting
from operations 56,492,148 293,891,480
-----------------------------
TRANSACTIONS IN INVESTORS' BENEFICIAL
INTERESTS:
Additions 431,883,918 979,036,741
Reductions (477,022,217) (325,676,040)
-----------------------------
Net increase (decrease) in net
assets resulting from transactions
in investors' beneficial interests (45,138,299) 653,360,701
-----------------------------
NET INCREASE IN NET ASSETS 11,353,849 947,252,181
NET ASSETS:
Beginning of year 1,626,673,233 679,421,052
-----------------------------
End of year $1,638,027,082 $1,626,673,233
-----------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
B-15
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Advisers Managers Trust December 31, 1998
- --------------------------------------------------------------------------------
AMT Partners Investments
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1) GENERAL: AMT Partners Investments (the "Series") is a separate operating
series of Advisers Managers Trust ("Managers Trust"), a New York common law
trust organized as of May 24, 1994. Managers Trust is currently comprised of
seven separate operating series. Managers Trust is registered as a
diversified, open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act").
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.
2) PORTFOLIO VALUATION: Investment securities are valued as indicated in the
notes following the Series' Schedule of Investments.
3) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded on a trade date basis. Dividend income is recorded on the
ex-dividend date or, for certain foreign dividends, as soon as the Series
becomes aware of the dividends. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, including accretion of original issue discount,
where applicable, and accretion of discount on short-term investments, is
recorded on the accrual basis. Realized gains and losses from securities
transactions are recorded on the basis of identified cost.
4) FEDERAL INCOME TAXES: Managers Trust intends to comply with the requirements
of the Internal Revenue Code. Each series of Managers Trust also intends to
conduct its operations so that each of its investors will be able to qualify
as a regulated investment company. Each series will be treated as a
partnership for Federal income tax purposes and is therefore not subject to
Federal income tax.
5) FOREIGN TAXES: Foreign taxes withheld represent amounts withheld by foreign
tax authorities, net of refunds recoverable.
6) ORGANIZATION EXPENSES: Expenses incurred by the Series in connection with its
organization are being amortized by the Series on a straight-line basis over
a five-year period. At December 31, 1998, the unamortized balance of such
expenses amounted to $7,008.
7) EXPENSE ALLOCATION: Expenses directly attributable to a series are charged to
that series. Expenses not directly attributed to a series are allocated, on
the basis of relative net assets, to each of the series of Managers Trust.
8) SECURITY LENDING: Securities loans involve certain risks in the event a
borrower should fail financially, including delays or inability to recover
the lent securities or foreclose against the collateral. The investment
manager, under the general supervision of Managers Trust's Board of Trustees,
monitors the creditworthiness of the parties to whom the Series makes
security loans. The Series will not lend securities on which covered call
options have been written, or lend securities on terms which would prevent
investors from qualifying as a regulated investment company. Prior to June 1,
1998, the Series made securities loans to Neuberger Berman, LLC
("Neuberger"), the Series' principal broker and sub-adviser. These loans were
made in accordance with an exemptive order issued by the Securities and
Exchange Commission under the 1940 Act. The Series received cash as
collateral against the lent securities, which was maintained at not less than
100% of the market value of the lent securities during the period of the
loan. The Series received income earned on the lent securities and a portion
of the income earned on the cash collateral. During the year ended December
31, 1998, the Series lent securities to Neuberger.
B-16
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Cont'd)
Advisers Managers Trust December 31, 1998
- --------------------------------------------------------------------------------
AMT Partners Investments
Effective June 1, 1998, the Series entered into a Securities Lending
Agreement with Morgan Stanley & Co. Incorporated ("Morgan"). The Series
receives cash collateral equal to at least 100% of the current market value
of the loaned securities. The Series invests the cash collateral in the N&B
Securities Lending Quality Fund, LLC ("investment vehicle"), which is managed
by State Street Bank and Trust Company pursuant to guidelines approved by
Managers Trust's investment manager. Income earned on the investment vehicle
is paid to Morgan monthly. The Series receives a fee, payable monthly,
negotiated by the Series and Morgan, based on the number and duration of the
lending transactions. At December 31, 1998, the value of the securities
loaned and the value of the collateral were $104,303,620 and $106,389,688,
respectively.
9) REPURCHASE AGREEMENTS: The Series may enter into repurchase agreements with
institutions that the Series' investment manager has determined are
creditworthy. Each repurchase agreement is recorded at cost. The Series
requires that the securities purchased in a repurchase transaction be
transferred to the custodian in a manner sufficient to enable the Series to
obtain those securities in the event of a default under the repurchase
agreement. The Series monitors, on a daily basis, the value of the securities
transferred to ensure that their value, including accrued interest, is
greater than amounts owed to the Series under each such repurchase agreement.
NOTE B -- MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:
The Series retains Neuberger Berman Management Incorporated ("Management") as
its investment manager under a Management Agreement. For such investment
management services, the Series pays 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.
All of the capital stock of Management is owned by individuals who are also
principals of Neuberger, a member firm of The New York Stock Exchange and
sub-adviser to the Series. Neuberger is retained by Management to furnish it
with investment recommendations and research information without added cost to
the Series. Several individuals who are officers and/or trustees of Managers
Trust are also principals of Neuberger and/or officers and/or directors of
Management.
The Series has an expense offset arrangement in connection with its custodian
contract. In addition, in connection with the Securities Lending Agreement
between the Series and Morgan, Morgan has agreed to reimburse the Series for
transaction costs incurred on security lending transactions charged by the
custodian. The impact of these arrangements, respectively, reflected in the
Statement of Operations under the caption Custodian fees, was a reduction of
$6,055 and $976.
NOTE C -- SECURITIES TRANSACTIONS:
During the year ended December 31, 1998, there were purchase and sale
transactions (excluding short-term securities) of $2,516,622,541 and
$2,514,014,625, respectively.
During the year ended December 31, 1998, brokerage commissions on securities
transactions amounted to $6,312,310, of which Neuberger received $3,663,981, and
other brokers received $2,648,329.
In addition, Neuberger's share of the total interest income earned for the
year ended December 31, 1998, from the collateralization of securities loaned to
or through Neuberger was $61,019.
B-17
<PAGE>
FINANCIAL HIGHLIGHTS
Advisers Managers Trust
- --------------------------------------------------------------------------------
AMT Partners Investments
<TABLE>
<CAPTION>
Period
from
May 1,
1995(1)
to
December
Year Ended December 31, 31,
1998 1997 1996 1995
-----------------------------------------------
<S> <C> <C> <C> <C>
RATIOS TO AVERAGE NET ASSETS:
Gross Expenses(2) .52% .54% .60% .67%(3)
-----------------------------------------------
Net Expenses .52% .54% .60% .67%(3)
-----------------------------------------------
Net Investment Income 1.37% .92% .95% 1.34%(3)
-----------------------------------------------
Portfolio Turnover Rate 148% 106% 118% 98%
-----------------------------------------------
Net Assets, End of Year (in millions) $1,638.0 $1,626.7 $679.4 $142.4
-----------------------------------------------
</TABLE>
1) The date investment operations commenced.
2) The Series is required to calculate an expense ratio without taking into
consideration any expense reductions related to expense offset arrangements.
3) Annualized.
B-18
<PAGE>
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
To the Board of Trustees of
Advisers Managers Trust and
Owners of Beneficial Interest of AMT Partners Investments
We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of AMT Partners Investments, one of the
series constituting the Advisers Managers Trust (the "Trust"), as of December
31, 1998, and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the periods indicated therein.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of December 31, 1998, by correspondence with the custodian
and brokers or other appropriate auditing procedures where replies from brokers
were not received. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of AMT
Partners Investments of Advisers Managers Trust at December 31, 1998, the
results of its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended, and the financial highlights
for each of the periods indicated therein, in conformity with generally accepted
accounting principles.
[SIGNATURE]
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
January 29, 1999
B-19
