NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST, 485APOS, 2000-02-18

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
485APOS, 2000-02-18

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As filed with the Securities and Exchange Commission on February 18, 2000
Registration No. 2-88566
Investment Company Act File No. 811-4255

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|

Pre-Effective Amendment No. |_|

Post-Effective Amendment No. 31 |X|

and/or

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940 |X|

Amendment No. 31 |X|
(Check appropriate box or boxes)

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST(1)
---------------------------------------------
(Exact Name of Registrant as Specified in Charter)

605 Third Avenue, 2nd Floor, New York, New York 10158-0006
----------------------------------------------------------
(Address of Principal Executive Offices)

Registrant's Telephone Number: (212) 476-8800

Lawrence Zicklin
c/o Neuberger Berman Management Inc.
605 Third Avenue, 2nd Floor
New York, New York 10158-0006
(Name and Address of Agent for Service)

Copies to:

Jeffrey S. Puretz, Esq.
Dechert Price & Rhoads
1775 Eye Street, N.W.
Washington, D.C. 20006

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

|_| Immediately upon filing pursuant to paragraph(b)

|_| 60 days after filing pursuant to paragraph (a)(1), or

|_| 75 days after filing pursuant to paragraph (a)(2) or

|_| This post-effective amendment designate new effective date for a previously
filed post-effective amendment.

|_| on _________ pursuant to paragraph (a)(1)

|X| on May 1, 2000 pursuant to paragraph (a)(1)

|_| on _________ pursuant to paragraph of Rule 485

- ----------
(1) Registrant is a "master/feeder fund." This Post-Effective Amendment No. 31
includes a signature page for the master fund, Advisers Managers Trust.
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

CONTENTS OF REGISTRATION STATEMENT
----------------------------

This Post Effective Amendment No. 31 to the Registration Statement of Neuberger
Berman Advisers Management Trust consists of the following documents:

Cover Sheet
Contents of Registration Statement
Neuberger Berman Advisers Management Trust
- Part A - Joint Prospectus
- Part B - Statement of Additional Information
- Part C - Other Information and Signature Pages
Exhibit Index
Exhibits
<PAGE>

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NEUBERGER BERMAN [LOGO]

Neuberger Berman
Advisers Management Trust
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Joint Prospectus May 1, 2000

THESE PORTFOLIOS:

o are offered to life insurance companies to serve as investment vehicles
under their variable annuity and variable life insurance contracts (and,
in the case of Balanced Portfolio, are also offered to qualified pension
and retirement plans)

o are designed for investors with long-term goals in mind

o offer you the opportunity to participate in financial markets through
professionally managed stock, bond, and money market portfolios

o carry certain risks, including the risk that you could lose money if
portfolio shares are worth less than what you paid

o are mutual funds, not bank deposits, and are not guaranteed or insured by
the FDIC or any other government agency

Risk Information

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

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

These securities, like the securities of all mutual funds, have not been
approved or disapproved by the Securities and Exchange Commission, and the
Securities and Exchange Commission has not determined if the prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

The Neuberger Berman name and logo are service marks of Neuberger Berman, LLC.
"Neuberger Berman Management Inc." and the individual fund names in this
prospectus are either service marks or registered trademarks of Neuberger Berman
Management Inc.(C) 2000 Neuberger Berman Management Inc.

CONTENTS
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The Portfolios

Balanced Portfolio.............................................................2

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

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

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

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

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

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

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

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

Your Investment

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

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

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

Distributions and Taxes.......................................................37

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Portfolio Management

All of the Neuberger Berman Advisers Management Trust Portfolios are managed by
Neuberger Berman Management Inc., in conjunction with Neuberger Berman, LLC, as
sub-adviser. Together, the firms manage more than $54.4 billion in total assets
(as of December 31, 1999) and continue an asset management history that began in
1939.

<PAGE>

Neuberger Berman Advisers Management Trust

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Balanced Portfolio

"By keeping most of the portfolio's assets invested in the mid-cap segment of
the stock market, the portfolio seeks long-term growth, while substantial
investment in the short-term bond market has the potential to reduce risk and
add to income."

GOAL & STRATEGY
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The portfolio seeks growth of capital and reasonable current income without
undue risk to principal.

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

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

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

o above-average growth of earnings

o earnings that have exceeded analysts' expectations

o financial strength

o a strong competitive position

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

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

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

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

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

2 Balanced Portfolio
<PAGE>

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

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

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

o underperform other types of stock when the market or the economy is not
robust, during market downturns or when mid-cap stocks are out of favor

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

Most of the performance of the fixed-income portion of the portfolio depends on
what happens in the investment-grade bond market. The portfolio's yield and
total return on its fixed-income securities will change with interest rate
movements. When interest rates rise, the portfolio's underlying bonds will
decline in price. The portfolio sensitivity to this risk will increase with any
increase in the portfolio's duration.

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

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

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

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

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

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

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

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

3 Balanced Portfolio
<PAGE>

PERFORMANCE
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The charts below provide an indication of the risks of investing in the
portfolio. The bar chart shows how the portfolio's performance has varied from
one year to another. The table below the chart shows what the return would equal
if you averaged out actual performance over various lengths of time, and
compares the return with that of a broad measure of market performance. This
information is based on past performance; it's not a prediction of future
results.

[The following table was represented by a bar chart in the printed material.]

YEAR-BY-YEAR % RETURNS as of 12/31 each year
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'90 1.95
'91 22.68
'92 8.06
'93 6.45
'94 -3.36
'95 23.76
'96 6.89
'97 19.45
'98 12.18
'99

^ Best quarter: [ ]% V Worst quarter: [ ]%
Year-to-date performance as of 3/31/00: [ ]
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AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99
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Since
Inception
1 Year 5 Years 10 Years 2/28/89
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Balanced Portfolio
Russell Midcap Growth Index
Merrill Lynch 1-3 Year Treasury Index
S&P 500 Index

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

The Merrill Lynch 1-3 Year Treasury Index is an unmanaged index of U.S. Treasury
securities.
The S&P 500 is an unmanaged index of U.S. stocks.
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Performance Measures
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The information at left provides different measures of the portfolio's total
return. Total return includes the effect of distributions as well as changes in
share price, if any should occur. The figures assume that all distributions were
reinvested in the portfolio.

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

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

FEE TABLE
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Shareholder fees None

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Annual operating expenses (% of average net assets)*

These are deducted from portfolio assets, so you pay them indirectly.
Management/administration fees 0.85
Plus: Distribution (12b-1) fees none
Other expenses --
Equals: Total annual operating expenses --
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EXPENSE EXAMPLE
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The example assumes that you invested $10,000 for the periods shown, that you
earned a hypothetical 5% total return each year, and that the portfolio's
expenses were unchanged. Your costs would be the same whether you sold your
shares or continued to hold them at the end of each period. Actual performance
and expenses may be higher or lower.

1 Year 3 Years 5 Years 10 Years
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Expenses
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* The figures in the table are based on last year's expenses. Actual
expenses this year may be higher or lower.

4 Balanced Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
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Year Ended December 31, 1995 1996 1997 1998 1999

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<S> <C> <C> <C> <C> <C>
Per-share data ($)

Share price (NAV) at beginning of year 14.51 17.52 15.92 17.80
Plus: Income (loss) from investment operations
Net investment income 0.32 0.34 0.36 0.29
Net gains/losses -- realized and unrealized 3.06 0.75 2.59 1.62
Subtotal: income (loss) from investment
operations 3.38 1.09 2.95 1.91
Minus: Distributions to shareholders
Income dividends 0.28 0.41 0.30 0.42
Capital gain distributions 0.09 2.28 0.77 2.95
Subtotal: distributions to shareholders 0.37 2.69 1.07 3.37
--------------------------------
Equals: Share price (NAV) at end of year 17.52 15.92 17.80 16.34

<CAPTION>
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Ratios (% of average net assets)

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

<CAPTION>
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Other data

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

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</TABLE>

* The figures above have been audited by , the portfolio's
independent auditors. Their report, and full financial statements, appear
in the portfolio's most recent annual report (see back cover).

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Management
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Theodore P. Giuliano, a Vice President and Director of Neuberger Berman
Management and a Managing Director of Neuberger Berman, LLC, is the manager of
the Fixed Income Group of Neuberger Berman, which he helped establish in 1984.
He has co-managed the portfolio's debt securities investments since its
inception.

Catherine Waterworth is a Vice President of Neuberger Berman Management and
Neuberger Berman, LLC. She has co-managed the portfolio's debt securities
investments since joining the firm in December 1998. From 1995-98 she was a
managing director of high grade fixed income at a major investment firm.

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

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

Neuberger Berman Management is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/99,
the management/ administrative fees paid to Neuberger Berman Management were 0.
% of average daily net assets.

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

(1) Shows what expenses would have been if there had been no expense offset
arrangements. This calculation is required for all periods ending after
9/1/95.
(2) Does not reflect charges and other expenses that apply to the separate
account or the related insurance policies. Qualified plans that are direct
shareholders of the portfolio are not affected by insurance-related
expenses.

5 Balanced Portfolio
<PAGE>

Neuberger Berman Advisers Management Trust

Growth Portfolio
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"Without question, we are growth investors. We look for companies that we think
will deliver positive earnings surprises, particularly those with the potential
to do so consistently. Ideally, we want to identify companies that will someday
rank among the Fortune 500."

GOAL & STRATEGY
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The portfolio seeks growth of capital.

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

Factors in identifying these firms may include:

o above-average growth of earnings

o earnings that have exceeded analysts' expectations

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

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

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Growth Investing
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For growth investors, the aim is to invest in companies that are already
successful but could be even more so. Often, these stocks are in emerging or
rapidly evolving industries and may not yet have reached their full potential.
The growth investor looks for indications of continued success.

6 Growth Portfolio
<PAGE>

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

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

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

o underperform other types of stocks when the market or the economy is not
robust during market downturns, or when mid-cap stocks are out of favor

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

- --------------------------------------------------------------------------------
Other Risks
- --------------------------------------------------------------------------------

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

Borrowing, securities lending, and derivatives could create leverage, meaning
that certain gains or losses could be amplified, increasing share price
movements. In using certain derivatives to gain stock market exposure for excess
cash holdings, the portfolio increases its risk of loss.

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

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

7 Growth Portfolio
<PAGE>

PERFORMANCE
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[The following was represented as a bar chart in the printed material]

YEAR-BY-YEAR % RETURNS as of 12/31 each year
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'90 -8.19
'91 29.73
'92 9.54
'93 6.79
'94 -4.99
'95 31.73
'96 9.14
'97 29.01
'98 15.53
'99

^ Best quarter: [ ]% V Worst quarter: [ ]%
Year-to-date performance as of 3/31/00: [ ] %
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99
- --------------------------------------------------------------------------------

1 Year 5 Years 10 Years
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Growth Portfolio
Russell Midcap Growth Index
S&P 500 Index

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

The S&P 500 is an unmanaged index of U.S. stocks.
- --------------------------------------------------------------------------------

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Performance Measures
- --------------------------------------------------------------------------------

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

As a frame of reference, the table includes broad-based market indices of the
entire U.S. equity market and of the portion of the market the portfolio focuses
on. The portfolio's performance figures include all of its expenses; the indices
do not include costs of investment.

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

8 Growth Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS

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

Year Ended December 31, 1995 1996 1997 1998 1999

- ---------------------------------------------------------------------------------------
Per-share data ($)

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

<CAPTION>
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Ratios (% of average net assets)

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

<CAPTION>
- ---------------------------------------------------------------------------------------
Other data

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

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

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

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

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

Neuberger Berman Management is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/99,
the management/administration fees paid to Neuberger Berman Management were 0. %
of average net assets.

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

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

9 Growth Portfolio
<PAGE>

Neuberger Berman Advisers Management Trust

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

"We look for established companies whose intrinsic value, by our measure, has
yet to be discovered by the majority of investors. In managing overall risk, a
conscious effort is made to determine the risk/reward scenario of each
individual holding as well as its impact at the portfolio level."

GOAL & STRATEGY
- --------------------------------------------------------------------------------

The portfolio seeks long-term growth of capital; current income is a secondary
goal.

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

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

The managers look for well-managed companies whose stock prices are undervalued.
Factors in identifying these firms may include:

o solid balance sheets

o above-average returns

o low valuation measures, such as price-to-earnings ratios

o strong competitive positions

When a stock no longer meets the portfolio's investment criteria, the managers
may sell it.

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

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Large-Cap Stocks
- --------------------------------------------------------------------------------

Large companies are usually well-established. They may have a variety of
products and business lines and a sound financial base that can help them
weather bad times.

Compared to smaller companies, large companies can be less responsive to changes
and opportunities. At the same time, their returns have sometimes led those of
smaller companies, often with lower volatility.

- --------------------------------------------------------------------------------
Value Investing
- --------------------------------------------------------------------------------

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

10 Guardian Portfolio

<PAGE>

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

At times, large-cap stocks may lag other types of stocks in performance, which
could cause the portfolio to perform worse than certain other funds over a given
time period.

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

- --------------------------------------------------------------------------------
Other Risks
- --------------------------------------------------------------------------------

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

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

11 Guardian Portfolio

<PAGE>

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

The charts below provide an indication of the risks of investing in the
portfolio. The bar chart shows how the portfolio's performance has varied from
one year to another. The table below the chart shows what the return would equal
if you averaged out performance over various lengths of time, and compares the
return with that of a broad measure of market performance. This information is
based on past performance; it's not a prediction of future results.

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- --------------------------------------------------------------------------------

[The following table was represented as a bar chart in the printed material]

'90
'91
'92
'93
'94
'95
'96
'97 31.67
'98
'99
- --------------------------------------------------------------------------------

^ Best quarter: [ ]% v Worst quarter: [ ]%
Year-to-date performance as of 3/31/00: [ ] %
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99
- --------------------------------------------------------------------------------

Since
Inception
1 Year 11/3/97
- --------------------------------------------------------------------------------

Guardian Portfolio
S&P 500 Index
Russell 1000 Value Index

The S&P 500 is an unmanaged index of U.S. stocks.
The Russell 1000 Value Index is an unmanaged index of U.S. mid- and large-cap
growth stocks.

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

- --------------------------------------------------------------------------------
Performance Measures
- --------------------------------------------------------------------------------

As a frame of reference, the table includes broad-based indices of the entire
U.S. equity market and of the portion of the market the portfolio focuses on.
The portfolio's performance figures include all of its expenses; the indices do
not include costs of investment.

12 Guardian Portfolio

<PAGE>

FINANCIAL HIGHLIGHTS

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

Year Ended December 31, 1997(1) 1998 1999

- --------------------------------------------------------------------------------
Per-share data ($)

Share price (NAV) at beginning of year 10.00 10.52
Plus: Income from investment operations
Net investment income 0.01 0.11
Net gains/losses -- realized and unrealized 0.51 3.22(2)
Subtotal: income from investment operations 0.52 3.33
Minus: Distributions to shareholders
Income dividends -- 0.01
Subtotal: distributions to shareholders -- 0.01

...............................
Equals: Share price (NAV) at end of year 10.52 13.84

- --------------------------------------------------------------------------------
Ratios (% of average net assets)

The ratios show the portfolio's expenses and net investment income, as they
actually are as well as how they would have been if certain expense
reimbursement and offset arrangements had not been in effect.

Net expenses -- actual 1.00(3) 1.00
Gross expenses(4) 30.06(3) 1.14
Expenses(5) 1.06(3) 1.00
Net investment income -- actual 0.98(3) 0.80

- --------------------------------------------------------------------------------
Other data

Total return(6) (%) 5.20(7) 31.67
Net assets at end of year ($ x 1,000,000) 0.6 74.1
Portfolio turnover rate (%) 12 197
- --------------------------------------------------------------------------------

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

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

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

Neuberger Berman Management is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/99,
the management/administration fees paid to Neuberger Berman Management were 0. %
of average net assets.

(1) Period from 11/3/97 (beginning of operations) to 12/31/97.
(2) May not accord with the change in aggregate gains and losses in securities
for the fiscal period because of the timing of sales and repurchases of
portfolio shares in relation to fluctuating market values of the
portfolio.
(3) Annualized.
(4) Shows what this ratio would have been if there had been no expense
reimbursement.
(5) Shows what expenses would have been if there had been no expense offset
arrangements.
(6) Does not reflect charges and other expenses that apply to the separate
account or the related insurance policies.
(7) Not annualized.

13 Guardian Portfolio
<PAGE>

Neuberger Berman Advisers Management Trust

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

"We want to own today's leading mid-cap companies that have the potential to
become tomorrow's Fortune 500. To do this, we screen for financially sound, high
growth companies in emerging or rapidly evolving industries that possess records
of sustained profitability. We also look for companies with a history of
positive earnings surprises that we expect will continue for some time."

GOAL & STRATEGY
- --------------------------------------------------------------------------------

The portfolio seeks growth of capital.

Factors in identifying these firms may include:

o above-average growth of earnings

o earnings that have exceeded analysts' expectations

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

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

- --------------------------------------------------------------------------------
Mid-Cap Stocks
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
Growth Investing
- --------------------------------------------------------------------------------

14 Mid-Cap Growth Portfolio

<PAGE>

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

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

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

o underperform other types of stocks when the market or the economy is not
robust, during market downturns, or when mid-cap stocks are out of favor

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

- --------------------------------------------------------------------------------
Other Risks
- --------------------------------------------------------------------------------

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

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

15 Mid-Cap Growth Portfolio
<PAGE>

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

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- --------------------------------------------------------------------------------

[The following table was reperesented as a bar chart in the printed material]

'90
'91
'92
'93
'94
'95
'96
'97
'98 39.28
'99

^Best quarter: [ ]% vWorst quarter: [ ]%
Year-to-date performance as of 3/31/00: [ ] %
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99
- --------------------------------------------------------------------------------

Since
Inception
1 Year 11/3/97
- --------------------------------------------------------------------------------
Mid-Cap Growth Portfolio
S&P 400/BARRA Growth Index

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

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

- --------------------------------------------------------------------------------
Performance Measures
- --------------------------------------------------------------------------------

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

16 Mid-Cap Growth Portfolio
<PAGE>

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

Year Ended December 31, 1997(1) 1998 1999

- --------------------------------------------------------------------------------
Per-share data ($)
Data have been computed based on the average number of shares outstanding
throughout each year indicated. You can see what the portfolio earned (or
lost), what it distributed to investors, and how its share price changed.

Share price (NAV) at beginning of year 10.00 11.72
Plus: Income from investment operations
Net investment income (loss) 0.01 (0.03)
Net gains/losses -- realized and unrealized 1.71 4.61
Subtotal: income from investment operations 1.72 4.58
Minus: Distributions to shareholders
Income dividends -- 0.01
Capital gain distributions -- 0.07
Subtotal: distributions to shareholders -- 0.08
-------------------------------
Equals: Share price (NAV) at end of year 11.72 16.22

- --------------------------------------------------------------------------------
Ratios (% of average net assets)

The ratios show the portfolio's expenses and net investment income (loss), as
they actually are as well as how they would have been if certain expense
reimbursement and offset arrangements had not been in effect.

Net expenses -- actual 1.00(2) 1.00
Gross expenses(3) 17.73(2) 1.43
Expenses(4) 1.05(2) 1.00
Net investment income (loss) -- actual 0.83(2) (0.20)

- --------------------------------------------------------------------------------
Other data

Total return(5) (%) 17.20(6) 39.28
Net assets at end of year ($ x 1,000,000) 1.7 31.0
Portfolio turnover rate (%) 20 106
- --------------------------------------------------------------------------------

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

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

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

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

Neuberger Berman Management is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/99,
the management/administration fees paid to Neuberger Berman Management were 0. %
of average net assets.

(1) Period from 11/3/97 (beginning of operations) to 12/31/97.
(2) Annualized.
(3) Shows what this ratio would have been if there had been no expense
reimbursement.
(4) Shows what expenses would have been if there had been no expense offset
arrangements.
(5) Does not reflect charges and other expenses that apply to the separate
account or the related insurance policies.
(6) Not annualized.

17 Mid-Cap Growth Portfolio
<PAGE>

Neuberger Berman Advisers Management Trust

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

"Our goal is to find companies that we believe are undervalued relative to their
earnings potential, where we see a gap between the actual price of a stock and
its intrinsic value. When a company grows in value and/or the valuation gap
closes, the success of our strategy is realized."

GOAL & STRATEGY
- --------------------------------------------------------------------------------

The portfolio seeks growth of capital.

To pursue this goal, the portfolio invests mainly in common stocks of mid- to
large-capitalization companies. The portfolio seeks to reduce risk by
diversifying among many companies and industries.

The managers look for well-managed companies whose stock prices are believed to
be undervalued. Factors in identifying these firms may include:

o strong fundamentals, such as a company's financial, operational, and
competitive positions

o consistent cash flow

o a sound earnings record through all phases of the market cycle

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

The portfolio generally considers selling a stock when it reaches the managers'
target price, when it fails to perform as expected, or when other opportunities
appear more attractive.

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

- --------------------------------------------------------------------------------
Mid- and Large-Cap Stocks
- --------------------------------------------------------------------------------

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

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

- --------------------------------------------------------------------------------
Value Investing
- --------------------------------------------------------------------------------

18 Partners Portfolio
<PAGE>

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

To the extent that the portfolio emphasizes mid- or large-cap stocks, it takes
on the associated risks. Mid-cap stocks tend to be more volatile than large-cap
stocks and are usually more sensitive to economic and market factors. At any
given time, one or both groups of stocks may be out of favor with investors.

With a value approach, there is also the risk that stocks may remain undervalued
during a given period. This may happen because value stocks as a category lose
favor with investors compared to growth stocks or because the managers failed to
anticipate which stocks or industries would benefit from changing market or
economic conditions. To the extent that the managers sell stocks before they
reach their market peak, the portfolio may miss out on opportunities for higher
performance.

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

- --------------------------------------------------------------------------------
Other Risks
- --------------------------------------------------------------------------------

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

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

19 Partners Portfolio
<PAGE>

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

Year-by-year % returns as of 12/31 each year
- --------------------------------------------------------------------------------

[The following table was represented as a bar chart in the printed material]

'90
'91
'92
'93
'94
'95 36.47
'96 29.57
'97 31.25
'98 4.21
'99

^Best quarter: [ ]% vWorst quarter: [ ]%
Year-to-date performance as of 3/31/00: [ ]
- --------------------------------------------------------------------------------

Average annual total % returns as of 12/31/99
- --------------------------------------------------------------------------------

Since
Inception
1 Year 5 Years 3/22/94
- --------------------------------------------------------------------------------
Partners Portfolio
S&P 500 Index
Russell 1000 Value Index

The S&P 500 is an unmanaged index of U.S. stocks.
The Russell 1000 Value Index is an unmanaged index of U.S. mid- and large-cap
value stocks.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Performance Measures
- --------------------------------------------------------------------------------

20 Partners Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS

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

Year Ended December 31, 1995 1996 1997 1998 1999

- ----------------------------------------------------------------------------------------------------------------------
Per-share data ($)

Share price (NAV) at beginning of year 9.77 13.23 16.48 20.60
Plus: Income (loss) from investment operations
Net investment income 0.11 0.10 0.12 0.20
Net gains/losses -- realized and unrealized 3.43 3.69 4.82 0.73
Subtotal: income (loss) from investment operations 3.54 3.79 4.94 0.93
Minus: Distributions to shareholders
Income dividends 0.01 0.04 0.05 0.08
Capital gain distributions 0.07 0.50 0.77 2.52
Subtotal: distributions to shareholders 0.08 0.54 0.82 2.60
------------------------------------------------------
Equals: Share price (NAV) at end of year 13.23 16.48 20.60 18.93

- ----------------------------------------------------------------------------------------------------------------------
Ratios (% of average net assets)

The ratios show the portfolio's expenses and net investment income, as they
actually are as well as how they would have been if certain expense offset
arrangements had not been in effect.

Net expenses -- actual 1.09 0.95 0.86 0.84
Expenses(3) 1.09 0.95 0.86 0.84
Net investment income -- actual 0.97 0.60 0.60 1.04

- --------------------------------------------------------------------------------
Other data

Total return(4) (%) 36.47 29.57 31.25 4.21
Net assets at end of year ($ x 1,000,000) 207.5 705.4 1,632.8 1,630.5
Portfolio turnover rate (%) 174 118 106 148
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

The figures above have been audited by , the portfolio's independent
auditors. t 0 0 Their report, and full financial statements, appear in the
portfolio's most recent annual report (see back cover).

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

Robert I. Gendelman and S. Basu Mullick are Vice Presidents of Neuberger Berman
Management and Managing Directors of Neuberger Berman, LLC. Gendelman has been
manager of the portfolio since 1994, and was joined by Mullick in 1998.
Gendelman was a portfolio manager at another firm from 1992 to 1993, as was
Mullick from 1993 to 1998.

Neuberger Berman Management is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/99,
the management/administration fees paid to Neuberger Berman Management were 0. %
of average net assets.

(1) Period from 3/22/94 (beginning of operations) to 12/31/94.
(2) Annualized.
(3) Shows what expenses would have been if there had been no expense offset
arrangements. This calculation is required for all periods ending after
9/1/95.
(4) Does not reflect charges and other expenses that apply to the separate
account or the related insurance policies.
(5) Not annualized.

21 Partners Portfolio
<PAGE>

Neuberger Berman Advisers Management Trust

Socially Responsive Portfolio
- --------------------------------------------------------------------------------

"We believe that sound practices in areas like employment and the environment
can have a positive impact on a company's bottom line. We look for companies
that meet value investing criteria and also show a commitment to uphold or
improve their standards of corporate citizenship."

GOAL & STRATEGY
- --------------------------------------------------------------------------------

The portfolio seeks long-term growth of capital by investing primarily in
securities of companies that meet the portfolio's financial criteria and social
policy.

To pursue this goal, the portfolio invests mainly in common stocks of mid- to
large-capitalization companies. The portfolio seeks to reduce risk by investing
in a large number of companies across many different industries.

The managers initially screen companies using value investing criteria. They
look for undervalued companies with solid balance sheets, strong management,
consistent cash flows, and other value-related factors. Among companies that
meet these criteria, the managers look for those that show leadership in three
areas:

o environmental concerns

o diversity in the work force

o progressive employment and workplace practices, and community relations

The managers typically also look at a company's record in public health and the
nature of its products. The managers judge firms on their corporate citizenship
overall, considering their accomplishments as well as their goals. While these
judgments are inevitably subjective, the portfolio endeavors to avoid companies
that derive revenues from alcohol, tobacco, gambling, or weapons, or are
involved in nuclear power. The portfolio also does not invest in any company
that derives its total revenue primarily from non-consumer sales to the
military.

The portfolio normally invests at least 65% of its total assets in accordance
with its social policy. When a stock no longer meets the portfolio's investment
criteria, the managers may sell it.

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

- --------------------------------------------------------------------------------
Social Investing
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
Value Investing
- --------------------------------------------------------------------------------

22 Socially Responsive Portfolio
<PAGE>

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

The portfolio's social policy could cause it to underperform similar portfolios
that do not have a social policy. Among the reasons for this are:

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

o economic or political changes could make certain companies less attractive
for investment

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

To the extent that the portfolio emphasizes mid- or large-cap stocks, it takes
on the associated risks. Mid-cap stocks tend to be somewhat riskier than
large-cap stocks, and are usually more sensitive to economic and market factors.
At any given time, one or both groups of stocks may be out of favor with
investors.

- --------------------------------------------------------------------------------
Other Risks
- --------------------------------------------------------------------------------

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

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

23 Socially Responsive Portfolio
<PAGE>

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

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

Average annual total % returns as of 12/31/99
- --------------------------------------------------------------------------------

Since
Inception
1 Year 5 Years 3/16/94
- --------------------------------------------------------------------------------

Socially Responsive Fund
S&P 500 Index

The S&P 500 is an unmanaged index of U.S. stocks.
- --------------------------------------------------------------------------------

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

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

* For the period from the portfolio's inception (2/18/99) through December 31,
1999 and March 31, 2000 the portfolio achieved a total return of 15.40% and
___%, respectively.

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

Janet Prindle, a Vice President of Neuberger Berman Management and a Managing
Director of Neuberger Berman, LLC joined the latter firm in 1977. She has been
managing assets using social criteria since 1990, and has been the manager of
the portfolio since its inception.

Robert Ladd and Ingrid Saukaitis are Vice Presidents of Neuberger Berman
Management and have been Associate Managers of the portfolio since its
inception. Ladd has been a portfolio manager at the firm since 1992 and is a
Managing Director of Neuberger Berman, LLC; Saukaitis was project director for a
social research group from 1995 to 1997.

Neuberger Berman Management is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the period since inception
through December 31, 1999, the management/administration fees paid to Neuberger
Berman Management were 0. % of average net assets.

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

24 Socially Responsive Portfolio
<PAGE>

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

Period Ended December 31, 1999

- --------------------------------------------------------------------------------
Per-share data ($)

Share price (NAV) at beginning of year
Plus: Income from investment operations
Net investment income
Net gains/losses -- realized and unrealized
Subtotal: income from investment operations
Minus: Distributions to shareholders
Income dividends
Subtotal: distributions to shareholders
-------------------------
Equals: Share price (NAV) at end of year

- --------------------------------------------------------------------------------
Ratios (% of average net assets)

Net expenses -- actual
Gross expenses
Expense
Net investment income-- actual

- --------------------------------------------------------------------------------
Other data

Total return (%)
Net assets at end of year ($ x 1,000,000)
Portfolio turnover rate (%)
- --------------------------------------------------------------------------------

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

25 Socially Responsive Portfolio

<PAGE>

Neuberger Berman Advisers Management Trust

International Portfolio
- --------------------------------------------------------------------------------

"In identifying attractive stocks from among the many thousands currently
available outside the U.S., it's important to have a clear strategy. This
portfolio uses a combination of growth and value criteria, while also
considering larger scale economic factors."

GOAL & STRATEGY
- --------------------------------------------------------------------------------

The portfolio seeks long-term growth of capital by investing primarily in common
stocks of foreign companies.

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

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

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

When a stock no longer meets the portfolio's investment criteria, the manager
may sell it.

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

- --------------------------------------------------------------------------------
Foreign Stocks
- --------------------------------------------------------------------------------

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

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

- --------------------------------------------------------------------------------
Growth vs. Value Investing
- --------------------------------------------------------------------------------

Value investors seek stocks trading at below market average process based on
earnings, book value or other financial measures before other investors discover
their worth. Growth investors seek companies that are already successful but may
not have reached their full potential.

26 International Portfolio
<PAGE>

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

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

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

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

To the extent that the portfolio invests in a type of stock, it takes on the
risks associated with that type. Growth stocks may suffer more than value stocks
during market downturns, while value stocks may remain undervalued. Mid- and
small-cap stocks tend to be less liquid and more volatile than large-cap stocks.
Any type of stock may underperform any other during a given period.

- --------------------------------------------------------------------------------
Other Risks
- --------------------------------------------------------------------------------

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

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

27 International Portfolio
<PAGE>

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

Because the portfolio had not commenced investment operations as of December 31,
1999, it does not have performance to report in this prospectus.

However, the portfolio has an investment objective, policies, limitations, and
strategies substantially similar to those of, and the same portfolio manager as,
another mutual fund managed by Neuberger Berman Management called the Neuberger
Berman International Fund. The following table shows average annual total
returns for that fund, assuming reinvestment of all distributions, as well as
the EAFE Index, which is pertinent to the Neuberger Berman International Fund.
Because the Neuberger Berman International Fund had a policy of investing
primarily in mid- and large-cap stocks prior to September 1998, its performance
during that time would have been different if current policies had been in
effect. Accordingly, the following table shows performance only for the period
after September 1998.

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99
- --------------------------------------------------------------------------------

Since
1 Year 10/1/98
- --------------------------------------------------------------------------------

Neuberger Berman International Fund
EAFE Index

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

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

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

Valerie Chang is a Vice President of Neuberger Berman Management and a Managing
Director of Neuberger Berman, LLC. In 1996 she joined the firm and became
assistant manager of the portfolio. She has been the manager since 1997. She
began her career in 1990 in banking, and from 1995 to 1996 was a senior
securities analyst at another firm.

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

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

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

28 International Portfolio
<PAGE>

Neuberger Berman Advisers Management Trust

Limited Maturity Bond Portfolio
- --------------------------------------------------------------------------------

"Historically, limited maturity portfolios have been able to deliver much of the
yield available in the investment-grade bond market while offering reduced share
price fluctuation. With this in mind, we strive to manage the portfolio with an
emphasis on yield and risk management."

GOAL & STRATEGY
- --------------------------------------------------------------------------------

The portfolio seeks the highest available current income consistent with
liquidity and low risk to principal; total return is a secondary goal.

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

The portfolio seeks to reduce credit risk by diversifying among many issuers and
different types of securities. Although it may invest in securities of any
maturity, under normal circumstances it maintains an average portfolio duration
of four years or less.

The managers monitor national trends in the corporate and government securities
markets, as well as a range of economic and financial factors. The managers look
for securities that appear underpriced compared to securities of similar
structure and credit quality, and securities that appear likely to have their
credit ratings raised. In choosing lower-rated securities, the managers look for
bonds from issuers whose financial health appears comparatively strong but that
are smaller or less well known to investors.

- --------------------------------------------------------------------------------
Duration
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
Bond Ratings
- --------------------------------------------------------------------------------

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

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

29 Limited Maturity Bond Portfolio
<PAGE>

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

Most of the portfolio's performance depends on what happens in the
investment-grade bond market. The value of your investment will rise and fall,
and you could lose money.

The portfolio's yield and total return will change with interest rate movements.
When interest rates rise, the portfolio's share price will typically fall. The
portfolio's sensitivity to this risk will increase with any increase in the
portfolio's duration.

A downgrade or default affecting any of the portfolio's securities would affect
the portfolio's performance. Performance could also be affected if unexpected
interest rate trends cause the portfolio's mortgage- or asset-backed securities
to be paid off substantially earlier or later than expected.

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

Over time, the portfolio may produce a lower return than stock investments and
less conservative bond investments. Although the portfolio's average return has
outpaced inflation over the long term, it may not always do so.

Due to the portfolio's limited duration and the need to sometimes change
allocation among sectors, the portfolio may have a high turnover rate, which can
mean increased transaction costs.

- --------------------------------------------------------------------------------
Other Risks
- --------------------------------------------------------------------------------

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

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

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

30 Limited Maturity Bond Portfolio
<PAGE>

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

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

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- --------------------------------------------------------------------------------

[The following table was represented as a bar chart in the printed material.]

'90 8.32
'91 11.34
'92 5.18
'93 6.63
'94 -0.15
'95 10.94
'96 4.31
'97 6.74
'98 4.39
'99

^ Best quarter: [ ]% v Worst quarter: [ ]%
Year-to-date performance as of 3/31/00: [ ]%

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

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

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

1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Limited Maturity Bond Portfolio
Merrill Lynch 1-3 Year Treasury Index

The Merrill Lynch 1-3 Year Treasury Index is an unmanaged index of U.S.
Treasuries with maturities between 1 and 3 years.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Performance Measures
- --------------------------------------------------------------------------------

The table compares the portfolio's returns to those of a broad-based market
index. The portfolio's performance figures include all of its expenses; the
index does not include costs of investment.

To obtain the portfolio's current yield, call 800.877.9700. The current yield is
the portfolio's net income over a recent 30-day period expressed as an annual
rate of return.

31 Limited Maturity Bond Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
Year Ended December 31, 1995 1996 1997 1998 1999

- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per-share data ($)

Share price (NAV) at beginning of year 14.02 14.71 14.05 14.12
Plus: Income (loss) from investment operations
Net investment income (loss) 0.82 0.92 0.88 0.80
Net gains/losses -- realized and unrealized 0.65 (0.34) 0.02 (0.21)
Subtotal: income (loss) from investment operations 1.47 0.58 0.90 0.59
Minus: Distributions to shareholders
Income dividends 0.78 1.24 0.83 0.89
Capital gain distributions -- -- -- --
Subtotal: distributions to shareholders 0.78 1.24 0.83 0.89
------------------------------------------
Equals: Share price (NAV) at end of year 14.71 14.05 14.12 13.82

- --------------------------------------------------------------------------------------------------------
Ratios (% of average net assets)

The ratios show the portfolio's expenses and net investment income, as they
actually are as well as how they would have been if certain expense offset
arrangements had not been in effect.

Net expenses -- actual 0.71 0.78 0.77 0.76
Expenses(1) 0.71 0.78 0.77 0.76
Net investment income -- actual 5.99 6.01 6.27 5.83

- --------------------------------------------------------------------------------------------------------
Other data

Total return(2) (%) 10.94 4.31 6.74 4.39
Net assets at end of year ($ x 1,000,000) 238.9 256.9 251.1 277.3
Portfolio turnover rate (%) 105 132 86 44
- --------------------------------------------------------------------------------------------------------
</TABLE>

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

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

Catherine Waterworth is a Vice President of Neuberger Berman Management and
Neuberger Berman, LLC. She has co-managed the portfolio since joining the firm
in December 1998. From 1995-98 she was a managing director of high grade fixed
income at a major investment firm.

Neuberger Berman Management is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/99,
the management/ administration fees paid to Neuberger Berman Management were
0. % of average daily net assets.

32 Limited Maturity Bond Portfolio
<PAGE>

Neuberger Berman Advisers Management Trust

Liquid Asset Portfolio
- --------------------------------------------------------------------------------

"In managing this portfolio we focus on the three main goals investors look for
in a money market investment: liquidity, stability and high current income. At
the same time, we seek to maintain high standards for credit quality, in some
cases higher than required by law."

GOAL & STRATEGY
- --------------------------------------------------------------------------------

The portfolio seeks the highest available current income consistent with safety
and liquidity.

To pursue this goal, the portfolio invests in high quality money market
securities. These securities may be from U.S. or foreign issuers, including
governments and their agencies, banks, and corporations, but in all cases must
be denominated in U.S. dollars. The portfolio may invest significantly in
commerical paper, and may invest more than 25% of total assets in CDs and
similar time deposits and banker's acceptances issued by U.S. banks. The
portfolio may invest to a lesser extent in securities issued by banks that do
not represent deposits. The portfolio may also invest in repurchase agreements.
The portfolio seeks to maintain a stable $1.00 share price and seeks to reduce
credit risk by diversifying among many issuers of money market securities.

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

- --------------------------------------------------------------------------------
Money Market Funds
- --------------------------------------------------------------------------------

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

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

33 Liquid Asset Portfolio
<PAGE>

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

Most of the portfolio's performance depends on interest rates. When interest
rates fall, the portfolio's yields will typically fall as well. The portfolio's
emphasis on securities in the first tier of credit quality may mean that its
yields are somewhat lower than those available from certain other money market
mutual funds. Over time, the portfolio may produce a lower return than bond or
stock investments. Although the portfolio's average yield has outpaced inflation
over the long term, it may not always do so. Despite its emphasis on first-tier
securities, the portfolio is subject to some credit risk. This is the risk that
issuers may fail, or become less able, to make payments when due.

Because the portfolio may invest more than 25% of total assets in securities
issued by U.S. banks, its performance could be affected by factors influencing
the health of the banking industry. These may include economic trends, industry
competition and governmental actions, as well as factors affecting the financial
stability of borrowers. The bank securities in which the portfolio may invest
typically are not insured by the federal government. Securities that do not
represent deposits have lower priority in the bank's capital structure than
those that do.

- --------------------------------------------------------------------------------
Other Risks
- --------------------------------------------------------------------------------

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

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

34 Liquid Asset Portfolio
<PAGE>

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

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

YEAR-BY-YEAR % RETURNS as of 12/31 each year
- --------------------------------------------------------------------------------

[The following table was represented as a bar chart in the printed material.]

'90 7.55
'91 5.61
'92 3.25
'93 2.43
'94 3.46
'95 5.04
'96 4.52
'97 4.71
'98 4.66
'99

^ Best quarter: [ ]% v Worst quarter: [ ]%
Year-to-date performance as of 3/31/00: [ ]

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

AVERAGE ANNUAL TOTAL % RETURNS as of 12/31/99

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

1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Liquid Asset Portfolio

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

- --------------------------------------------------------------------------------
Performance Measures
- --------------------------------------------------------------------------------

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

To obtain the portfolio's current yield, call 800.366.6264. The current yield is
the portfolio's net income over a recent seven-day period expressed as an annual
rate of return.

35 Liquid Asset Portfolio
<PAGE>

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

<TABLE>
<CAPTION>
Year Ended December 31, 1995 1996 1997 1998 1999

- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per-share data ($)

Data apply to a single share throughout each year indicated. You can see what
the fund earned (or lost), what it distributed to investors, and how its share
price changed.

Share price (NAV) at beginning of year 0.9997 1.0000 0.9999 0.9999
Plus: Income from investment operations
Net investment income 0.0493 0.0443 0.0461 0.0456
Net gains/losses 0.0003 (0.0001)(1) -- --
Subtotal: income from investment operations 0.0496 0.0442 0.0461 0.0456
Minus: Distributions to shareholders
Income dividends 0.0493 0.0443 0.0461 0.0456
Capital gain distributions -- -- -- --
Subtotal: distributions to shareholders 0.0493 0.0443 0.0461 0.0456
----------------------------------------------
Equals: Share price (NAV) at end of year 1.0000 0.9999 0.9999 0.9999

- ----------------------------------------------------------------------------------------------------
Ratios (% of average net assets)

Net expenses -- actual 1.01 1.00 1.00 1.00
Gross Expenses(2) 1.25 1.21 1.12 1.14
Expenses(3) 1.02 1.01 1.01 1.01
Net investment income -- actual 4.90 4.44 4.61 4.56

- ----------------------------------------------------------------------------------------------------
Other data

Total return shows how an investment in the portfolio would have performed over
each period, assuming all distributions were reinvested.

Total return(4) (%)
Net assets at end of year ($ x 1,000,000)
</TABLE>

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

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

Josephine Mahaney is a Vice President of Neuberger Berman Management and a
Managing Director of Neuberger Berman, LLC. She joined the firm in 1976 and has
co-managed the portfolio since 1992.

Neuberger Berman Management is the portfolio's investment manager,
administrator, and distributor. It engages Neuberger Berman, LLC as sub-adviser
to provide management and related services. For the 12 months ended 12/31/99,
the management/ administration fees paid to Neuberger Berman Management were
0. % of average daily net assets.

(1) May not accord with the change in aggregate gains and losses in securities
for the year because of the timing of sales and repurchases of portfolio
shares.
(2) Shows what this ratio would have been if there had been no expense
reimbursement.
(3) Shows what expenses would have been if there had been no expense offset
arrangements. This calculation is required for all periods ending after
9/1/95.
(4) Would have been lower if Neuberger Berman Management had not reimbursed
certain expenses. Does not reflect charges and other expenses that apply
to the separate account or the related insurance policies.

36 Liquid Asset Portfolio
<PAGE>

Neuberger Berman Advisers Management Trust

Your Investment
- --------------------------------------------------------------------------------

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

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

Under certain circumstances, the portfolios reserve the right to:

o suspend the offering of shares

o reject any investment order

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

o suspend or postpone the redemption of shares on days when trading on the
New York Stock Exchange is restricted, or as otherwise permitted by the
SEC

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

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

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

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

- --------------------------------------------------------------------------------
Share Price Calculations
- --------------------------------------------------------------------------------

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

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

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

37 Your Investment
<PAGE>

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

Prior to May 1, 2000, the portfolios invested through a two-tier master/feeder
structure. Rather than investing directly in securities, each portfolio invested
all of its assets in another fund that served as a corresponding "master
series." The master series, in turn, invested in portfolio securities.

Effective May 1, 2000, the portfolios converted to a conventional one-tier
structure. Each portfolio redeemed its investment in its corresponding master
series in return for delivery of the series' portfolio securities, at current
net asset value, subject to the liabilities of the master series. Accordingly,
each portfolio received the investment securities of its corresponding master
series and will continue to hold portfolio securities directly.

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

DISTRIBUTIONS AND TAXES

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

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

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

How distributions and transactions are taxed -- Dividends and other
distributions made by a portfolio, as well as transactions in portfolio shares,
are taxable, if at all, to the extent described in your variable contract
prospectus or qualified plan documentation. Consult them for more information.

- --------------------------------------------------------------------------------
Insurance Expenses
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
Distribution and Services
- --------------------------------------------------------------------------------

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

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

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

38 Your Investment
<PAGE>

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

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

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

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

Conversion to the Euro

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

Like other mutual funds, the portfolios could be affected by problems relating
to the conversion of European currencies into the Euro, which extends from
1/1/99 to 7/1/02.

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

At the same time, it is impossible to know whether the ongoing conversion, which
could disrupt portfolio operations and investments if problems arise, has been
adequately addressed until the conversion is completed.

39 Your Investment
<PAGE>

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

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

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

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

o fund performance data and financial statements

o complete portfolio holdings

Statement of Additional Information -- The SAI contains more comprehensive
information on these portfolios, including:

o various types of securities and practices, and their risks

o investment limitations and additional policies

o information about each portfolio's management and business structure

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

Investment manager:

Neuberger Berman Management Inc.

Sub-adviser:

Neuberger Berman, LLC

NEUBERGER BERMAN [LOGO]

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

- --------------------------------------------------------------------------------
Obtaining Information
- --------------------------------------------------------------------------------

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

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

800.877.9700
212.476.8800

Web site:

www.nbfunds.com

Email:

[email protected]

Securities and Exchange Commission

Washington, DC 20549-6009
1-800-SEC-0330 (Public Reference Section)

Web site:

www.sec.gov

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

[RECYCLE LOGO] NMARR5690599

SEC file number 811-4225

<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

STATEMENT OF ADDITIONAL INFORMATION

Dated May 1, 2000

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, 2000.

The Portfolios' Prospectus provides the basic information that an investor
should know before investing. You can get a free copy of the Prospectus from
Neuberger Berman Management Inc. ("NB Management"), 605 Third Avenue, 2nd Floor,
New York, NY 10158-0180, or by calling the Trust at 1-800-877-9700.

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 names in this
SAI are either service marks or registered trademarks of NB Management.(C)2000
Neuberger Berman Management Inc.

<PAGE>

TABLE OF CONTENTS
Page
----

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

Investment Policies and Limitations....................................1
Temporary Defensive Positions..........................................4
Rating Agencies........................................................5
Investment Insight.....................................................5
Additional Investment Information.....................................16

PERFORMANCE INFORMATION.......................................................52

TRUSTEES AND OFFICERS.........................................................57

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...........................62

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

Suspension of Redemptions.............................................75
Redemptions in Kind...................................................76

DIVIDENDS AND OTHER DISTRIBUTIONS.............................................76

ADDITIONAL TAX INFORMATION....................................................76

Taxation of Each Portfolio............................................76

PORTFOLIO TRANSACTIONS........................................................82

PORTFOLIO TURNOVER............................................................88

REPORTS TO SHAREHOLDERS.......................................................89

INFORMATION REGARDING ORGANIZATION,...........................................89

CAPITALIZATION, AND OTHER MATTERS.............................................89

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CUSTODIAN AND TRANSFER AGENT..................................................90

INDEPENDENT AUDITORS..........................................................90

LEGAL COUNSEL.................................................................90

REGISTRATION STATEMENT........................................................90

FINANCIAL STATEMENTS..........................................................91

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 in accordance
with its investment objective and policies. The Portfolios are managed by NB
Management.

Prior to May 1, 2000, the Portfolios invested through a two-tier
master/feeder structure. Rather than investing directly in securities, each
Portfolio invested all of its assets in another fund that served as a
corresponding "master series." All of the master series were separate series of
an investment company named Advisers Managers Trust. The master series, in turn,
invested in portfolio securities. Effective May 1, 2000, the Portfolios
converted to a conventional one-tier structure. Each Portfolio redeemed its
investment in its corresponding master series in return for delivery of the
series' portfolio securities, at current net asset value, subject to the
liabilities of the master series. Accordingly, each Portfolio received the
investment securities of its corresponding master series and will continue to
hold portfolio securities directly.

The following information supplements the discussion in the Prospectus of
the investment objective, policies and limitations of each Portfolio. Unless
otherwise specified, those investment objectives, policies and limitations are
not fundamental and may be changed by the trustees of the Trust ("Trustees")
without shareholder approval. The fundamental investment objectives, policies
and limitations of a Portfolio may not be changed without the approval of the
lesser of: (1) 67% of the total units of beneficial interest ("shares") of the
Portfolio represented at a meeting at which more than 50% of the outstanding
Portfolio shares are represented; or (2) a majority of the outstanding shares of
the Portfolio. 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."

Investment Policies and Limitations

Each Portfolio has its own fundamental and non-fundamental investment
policies, and limitations, as discussed below.

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
Portfolio's 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 Portfolio without credit support, the Portfolios
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
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Asset Portfolio determines 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 Limited
Maturity Bond Portfolio and Liquid Asset Portfolio, 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 Portfolio. If events subsequent to a transaction result in a
Portfolio exceeding the percentage limitation on borrowing, as applicable, 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 Portfolios' fundamental investment policies and limitations are as
follows:

1. Borrowing. Each Portfolio may not borrow money, except that a Portfolio
may (i) borrow money from banks for temporary or emergency purposes and not for
leveraging or investment (except for International Portfolio 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 Portfolio's total assets, the Portfolio 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 Portfolio 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 Portfolio from purchasing
futures contracts or options (including options on futures and foreign
currencies and forward contracts but excluding options or futures contracts on
physical commodities) or from investing in securities of any kind.

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

3. Diversification. Each Portfolio 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
Portfolios' total assets would be invested in the securities of that issuer or
(ii) the Portfolios would hold more than 10% of the outstanding voting
securities of that issuer.

4. Industry Concentration. Each Portfolio 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

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purchases of (i) the securities issued or guaranteed by the U.S. Government, or
its agencies or instrumentalities, or (ii) investments by all Portfolios (except
Partners Portfolio and International Portfolio) in certificates of deposit or
bankers' acceptances issued by domestic branches of U.S. banks.

5. Lending. Each Portfolio 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 Portfolio may not purchase real estate unless
acquired as a result of the ownership of securities or instruments, but this
restriction shall not prohibit a Portfolio 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 Portfolio may not issue senior securities,
except as permitted under the 1940 Act.

8. Underwriting. Each Portfolio may not underwrite securities of other
issuers, except to the extent that a Portfolio, in disposing of portfolio
securities, may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 ("1933 Act").

9. Investment through a Master/Feeder Structure. Notwithstanding any other
investment policy, each 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. Currently, the Portfolios
do not utilize this policy. Rather, each Portfolio invests directly in
securities.

The following non-fundamental investment policies and limitations apply to
all Portfolio unless otherwise indicated.

1. Borrowing. (All Portfolio except International Portfolio). Each
Portfolio 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 Portfolio may not make any loans other than
securities loans.

3. Margin Transactions. Each Portfolio may not purchase securities on
margin from brokers or other lenders except that a Portfolio may obtain such
short-term credits as are necessary for the clearance of securities
transactions. For all Portfolios (except Liquid Asset Portfolio) 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.

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4. Illiquid Securities. Each Portfolio may not purchase any security if,
as a result, more than 15% (10% in the case of Liquid Asset Portfolio) 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 Portfolio has valued the
securities, such as repurchase agreements maturing in more than seven days.

5. Investments in Any One Issuer. (International Portfolio). At the close
of each quarter of the Portfolio's 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.

(Liquid Asset Portfolio). The Portfolio 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 Portfolios total assets
would be invested in the securities of that issuer.

6. Foreign Securities. (Guardian, Partners, and Socially Responsive
Portfolios). These Portfolios 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. (Guardian Portfolio). The Portfolio may not pledge or
hypothecate any of its assets, except that the Portfolio 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 Portfolio to a mutual
insurance company of which the Portfolio is a member.

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

8. Social Policy. (Socially Responsive Portfolio). The Portfolio may not
purchase securities of issuers who derive more than 5% of their total revenue
from alcohol, tobacco, gambling or weapons, or that are involved in nuclear
power.

In addition to the preceding non-fundamental investment policies and
limitations, Liquid Asset Portfolio has adopted procedures pursuant to Rule 2a-7
under the 1940 Act which impose certain restrictions and limitations on the
Portfolio's investments.

Temporary Defensive Positions

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For temporary defensive purposes, each Portfolio (except Socially
Responsive and International Portfolios) may invest up to 100% of its total
assets in cash or cash equivalents, U.S. Government and Agency Securities,
commercial paper, other money market funds (except for Liquid Asset Portfolio)
and certain other money market instruments, as well as repurchase agreements
collateralized by the foregoing. Limited Maturity Bond, Balanced (debt
securities portion) and Liquid Asset Portfolios 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 Limited Maturity Bond and Balanced (debt portion) Portfolios normally
invests.

Any part of Socially Responsive Portfolio's 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 Socially Responsive Portfolio are selected
with a concern for the social impact of each investment.

For temporary defensive purposes, International Portfolio 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. International
Portfolio 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 Portfolio 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 Portfolio may rely on the ratings of any
NRSRO, the Portfolio mainly refer to ratings assigned by S&P and Moody's, which
are described in Appendix A to this SAI. The Portfolio may also invest in
unrated securities that are deemed comparable in quality by NB Management to the
rated securities in which the Portfolio may permissibly invest.

Investment Insight

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

Limited Maturity Bond, Balanced (debt securities portion) and Liquid Asset
Portfolio are designed with varying degrees of risk and return based on the
duration and/or maturity of

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each Portfolio. 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, Liquid Asset Portfolio is a money market fund with average
portfolio maturity of up to 90 days. Limited Maturity Bond and Balanced (debt
securities portion) Portfolios 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 Portfolio follows. In all cases,
these Portfolios 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.

Growth; Mid-Cap Growth, and Balanced (equity securities portion) Portfolios

Investment Program

Invests in common stock of mid-capitalization companies that are in new or
rapidly evolving industries. Seeks growth of capital by investing in companies
with financial strength, above-average growth of earnings, earnings that have
exceeded analysts' expectations, a strong position relative to competitors and a
stock price that is reasonable in light of its growth rate.

Mid-Cap Growth Stock Investments

The portfolio co-mangers consider themselves growth stock investors in the
purest sense of the term. By that, they mean they 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. Their
exhaustive research efforts are focused on the mid-cap universe and,
specifically, stocks that are in new or rapidly evolving industries. The kind of
fast-growth companies the portfolio co-managers favor generally do not trade at
below market average price-to-earnings ratios. However, they do look for
companies trading at reasonable levels compared to their growth rates.

An Intensive Research Effort

The portfolio co-managers love stock with positive earnings surprises.
Their extensive research has revealed that Wall Street earnings estimates have
also tended to offer greater potential for long-term capital appreciation. To
find these companies they scour the mid-cap growth stock universe to isolate
stocks whose most recent earnings have beaten consensus expectations. Then, the
real work begins, where through diligent fundamental research they strive to
identify those companies most likely to record a string of positive earnings
surprises. Their ultimate goal is to invest today in the fast growing mid-sized
companies that they believe are poised to become tomorrow's Fortune 500.

A Disciplined Sell Process

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"We are dispassionate sellers," says one portfolio co-manager. "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." A stock will also be sold when it reaches its target
price. They prefer to broadly diversify the portfolio's assets among many
different companies and industries rather than heavily concentrating its
holdings in just a few of the fastest growing industry sectors. This broad
diversification helps to manage the overall risk inherent in a portfolio of
equity securities.

Investors Can Expect:

Mid-cap growth stock investments

An intensive research effort

A disciplined sell process

Investment Insight

Without question, the portfolio co-managers are growth stock investors.
They look for companies believed capable of delivering positive earnings
surprises, particularly those with the potential to do so consistently. Ideally,
they seek to identify companies that will someday rank among the Fortune 500.

Guardian Portfolio

Investment Program

Seeks long term growth of capital and, secondarily, current income.
Invests primarily in stocks of long-established companies considered to be
undervalued in comparison to stocks of similar companies. Using a value-oriented
investment approach in selecting securities, the Portfolio looks for such
factors as low price-to-earnings ratios, strong balance sheets, solid
management, and consistent earnings.

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

According to one of the portfolio co-managers, "Cheap stocks are
plentiful, but true investment bargains are a rare find." To uncover them, the
portfolio co-managers scour a universe of stocks consisting of the bottom 20% of
the market in terms of valuation. Those

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deemed by the managers as inexpensive and poised for a turnaround are placed
under consideration. They look for 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 portfolio co-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 their research gives them an "edge" over Wall Street analysts, or
they believe the stock has 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.

Investment Process

Portfolio Risk Management

o Monitor Portfolio's Exposure

Selection Criteria

Improving Financials

Superior Management

Discount Valuations to the Market

Stock Universe

Large-Cap Value

Investors Can Expect:

Disciplined, large-cap value orientation

Bottom-up approach to stock selection

Broad view of risk management

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Strong sell discipline

Investment Insight

The portfolio co-managers look for established companies whose intrinsic
value, by their measure, is undiscovered among the majority of investors. In
managing overall risk, a conscious effort is made to determine the risk/reward
scenario of each individual holding as well as its impact at the portfolio
level.

International Portfolio

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 51% of that total at the end of 1998.(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,
nine of the ten largest steel companies, and eight of the ten largest electronic
and automobile companies are based outside 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.

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(1) Source: Morgan Stanley Capital International.

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At least 65% of the Portfolio's total assets normally are invested in
equity securities of foreign issuers. The Portfolio 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 Portfolio may use
leverage to facilitate transactions it enters into for hedging purposes.

Investment Program

Seeks long-terms growth of capital by investing primarily in common stocks
of foreign companies of any capitalization, including companies in developed and
emerging industrialized markets. Investments in well-managed companies that show
potential for above-average growth or whose stock price is undervalued.

A combination of top-down and bottom-up approaches to investing.

The portfolio manager's top-down view of various regions and countries
helps her choose the areas that offer the best relative value. As she explained,
"We are value-added investors, not "Closet" indexers. We will overweight the
portfolio with securities from countries we believe have the best investment
potential and underweight those we think have limited prospects." Her bottom-up
perspective seeks well-managed companies with strong fundamentals, such as
attractive cash flows, strong balance sheets, and solid earnings growth. The
Fund has no capitalization constraints and thus can invest in companies of all
sizes.

A Blend of Growth and Value Investment Styles

The Portfolio manager uses a blend of styles to reduce the risks of
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 she believes are be poised for a
turnaround.

High potential rewards with commensurate risks.

The portfolio invests in equity securities of both developed and emerging
markets. While the potential rewards are high, so are the associated risks.
Foreign markets are often less developed and foreign governments and economic
infrastructures may not be as stable compared to the U.S. Other international
risks, such as currency exchange rate and interests rate fluctuations, could
result in greater volatility than domestic funds.

An added level of diversification.

Domestic and foreign markets generally do not all move in the same
direction at the same time and are subject to different sets of risk factors.
Investors with exposure to more than a single market can potentially offset
losses in one market with gains in another. While foreign

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markets can be inherently risky, investors who include international securities
in their portfolios can benefit from an additional layer of diversification
along with the potential for long-term growth.

Investment Process

1. Screen International Universe

2. Quantitative and Qualitative Evaluation

3. Review Prime Buy Ideas

4. Portfolio Construction

Investors Can Expect:

o A combination of top-down and bottom-up approaches to investing
o A blend of growth and value investment styles
o High potential rewards with commensurate risks
o An added level of portfolio diversification

Investment Insight

In identifying attractive stocks from among the many thousands currently
available outside the U.S., it's important to have a clear strategy. The
International Portfolio uses a combination of growth and value criteria, while
also considering larger scale economic factors.

Currency Risk Management

Exchange rate movements and volatility are important factors in
international investing. The portfolio manager believes in actively managing the
Portfolio's 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 Portfolio's 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 1985-1999. In _____ 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 (1984-1999)(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.

Limited Maturity Bond and Balanced (debt securities portion) Portfolios

The Portfolios seek the highest available current income consistent with
liquidity and low risk to principal; total return is a secondary goal. They
invest in investment-grade bonds and other debt securities from U.S. government
and corporate issuers.

Investors can expect:

o Actively managed portfolio duration
o Credit selection with a value bias
o Risk reduction through diversification

Actively managed portfolio duration. The portfolio co-managers attempt to
increase income and preserve or enhance total return by actively managing
average portfolio duration. As one manager explains. "Historically, limited
maturity portfolios have been able to deliver much of the yield available in the
investment-grade bond market with reduced volatility." Of course, there is no
assurance that past results will continue in the future. By keeping average
duration at four years or less, the managers attempt to reduce the higher level
of volatility that is generally associated with bonds of longer duration.
Duration is the coupon, call protection, and other factors. In general, the
longer a security's duration, the higher the yield and the greater the
volatility.

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(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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Credit selection with a value bias. As part of their credit selection
process, the portfolio co-managers monitor national trends in the corporate and
government securities markets, including a range of economic and financial
factors. Specifically, they look for short- to intermediate-term securities that
appear underpriced compared to bonds of similar structure and securities, the
managers look for companies in sound financial condition that may not be well
known to the majority of investors.

Risk reduction through diversification. In an attempt to reduce credit
risk, the portfolio diversifies among many different issuers and types of
securities. The portfolios invests mainly in investment-grade bonds and other
debt securities from U.S. government and corporate issuers. In an effort to
enhance yield and add diversification, it may also invest up to 10% of net
assets in securities that are below investment -grade, provided that, at the
time of purchase, they are rated at least B by Moody's or Standard & Poor's, or
unrated securities managers believe, "The incremental yield compensates for the
additional political and economic risks we take on." On occasion, they may also
place a portion of assets in foreign securities, which could cause greater
movements in the fund's share price.

Liquid Asset Portfolio

Liquid Asset Portfolio seeks to provide investors with the highest
available current income consistent with safety and liquidity. In pursuit of its
objective, the portfolio invests in high-quality U.S.-dollar denominated money
market instruments. The portfolio co-managers select securities to maximize
yield, while seeking as stable $1.00 net asset value. They also broadly
diversity among number and types of issuers to help limit risk.

Partners Portfolio

Investment Program

Invests principally in common stocks of established companies, using the
value-oriented investment approach. Seeks growth of capital through an
investment approach that is designed to increase capital with reasonable risk.
Seeks securities believed to be undervalued based on strong fundamentals such as
a low price-to-earnings ratio, consistent cash flow, and a company's sound track
record through all phases of the market cycle.

Undiscovered values in the Mid- to Large-Cap area

The Partners' portfolio co-managers comb the universe of mid- and
large-cap stock in search of those that have yet to be "discovered" by the
majority of investors. They generally shy away from big, well-known companies
because they believe it is harder to gain a competitive edge in a stock that is
covered by many analysts. The managers prefer to focus their efforts outside of
the Fortune 100, where they think many investment bargains abound.

Strong companies at reasonable prices

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Like many of their value-oriented peers, the co-managers try to buy
quality stocks for substantially less than their estimated market value.
However, they differ in their approach by applying another layer of analysis to
their value strategy. for example, in addition to searching for stocks trading
at below market price-to-earnings ratios, they also focus on companies with
strong fundamentals, consistent cash flows, sound track records through all
phases of the market cycle and those selling at the low end of their trading
ranges. They are not interested in buying cheap stocks if they don't meet these
other measures of value as well.

Solid Research

The portfolio co-managers believe that though "exhaustive research
efforts, good companies selling for less than their true worth can be
identified." To do this the portfolio co-managers spend a lot of time
interviewing senior company managers. Their philosophy is that when they sit
across the table from a CEO or CFO and question him or her about the company,
they get to know it quite well. They find that there's simply no substitute for
that kind of firsthand knowledge. In addition, the portfolio co-managers
carefully examine a company's financial statements and contact its suppliers and
competitors. While this type of analysis requires a lot of extra legwork, they
believe it's worth the effort.

Investment Process

Executive Management Team Evaluation

o Proven Track Record
o Strategic Plan
o Inside Ownership
Value stock Universe

Qualitative Evaluation: Catalyst for Change

Stock Universe

Quantitative Analysis

Investors Can Expect:

Undiscovered values in the mid- to large-cap arena

Strong companies at reasonable prices

Solid research

Investment Insight

The portfolio co-managers seek companies they believe are undervalued
relative to their earnings potential--where there is a gap between the actual
price of a stock and its intrinsic value

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in the marketplace. When a company grows in value or the valuation gap closes,
the success of their strategy is realized.

Socially Responsive Portfolio

Investment Program

Seeks long-term capital appreciation through investments primarily in
securities of companies that meet both financial criteria and social policy. The
portfolio co-managers initially screen companies using a value investing
criteria, then look for companies that show leadership in major areas of social
impact such as the environment, workplace diversity and employment.

Financially sound companies with a social conscience

The portfolio co-managers look for the stocks of mid- to large-cap
companies that first meet their stringent financial criteria. Their social
screens are then applied to these stocks. The ones considered worthy from a
financial standpoint are then evaluated using a proprietary database that
develops and monitors information on companies in various categories of social
criteria. Ideal investment candidates are companies that show leadership in the
areas of the environment, workplace diversity and employment. Other
considerations are based on companies' records in other areas of concern,
including public health, type of products, and corporate citizenship.

A traditional value approach

The portfolio co-managers' initial financial screens select companies
using a traditional value approach. They look for undervalued companies with
solid balance sheets, strong management, consistent cash flows, and other
value-related factors, such as low price-to-earnings and low price-to-book
ratios. Their value approach examines these price-to-earnings and low
price-to-book ratios. Their value approach examines these companies, searching
for those that may rise in price before other investors realize their worth.
They strongly believe in helping investors put their money to work, while
supporting companies that follow principles of good corporate citizenship.

An ever-evolving journey on the path to good corporate citizenship

The portfolio co-managers believe that most socially responsive investors
are not utopians. they do not expect instant perfection, but rather look for
signs that a company is evolving and moving toward a corporate commitment to
excellence. As they put, "Good corporate citizenship is one of those things that
is a journey, not a destination. We've been working in this field for some time,
and know that the social records of most companies are written in shades of
gray. We are pleased to see that more and more companies are coming to realize
that change is a positive force for them."

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Investment Process

Social Policy

Quantitative Financial Criteria

o Low Price-to-Earnings Ratio (relative & absolute)
o Strong Balance Sheet
o Free Cash Flow
o Risk Management
Stock Universe

Focus Screens

Socially Responsive Investors Can Expect:

Financially sound companies with a social conscience

A traditional value approach

An ever-evolving journey on the path to good corporate citizenship

Investment Insight

The portfolio co-managers believe that sound practices in areas like
employment and the environment can have a positive impact on a company's bottom
line. The look for companies that meet value-investing criteria and also show a
commitment to uphold or improve their standards of corporate citizenship.

Additional Investment Information

Some or all of the Portfolios, as indicated below, may make the following
investments, among others, some of which are part of the Portfolios' principal
investment strategies and some of which are not. The principal risks of each
Portfolio's principal strategies are discussed in the prospectus. They may not
buy all of the types of securities or use all of the investment techniques that
are described. As used herein, "Equity Portfolios" refers to Balanced (equity
securities portion), Growth, Guardian, International, Mid-Cap Growth, Partners
and Socially Responsive Portfolios. "Income Portfolios" refers to Balanced (debt
securities portion), Limited Maturity Bond, and Liquid Asset Portfolios. Each
Equity Portfolio invests in a wide array of stocks, and no single stock makes up
more than a small fraction of any Portfolio's total assets. Of course, each
Portfolio's holdings are subject to change.

* * *

Illiquid Securities. (All Portfolios). Illiquid securities are securities
that cannot be expected to be sold within seven days at approximately the price
at which they are valued. These

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<PAGE>

may include unregistered or other restricted securities and repurchase
agreements maturing in greater than seven days. Illiquid securities may also
include commercial paper under section 4(2) of the 1933 Act, as amended, and
Rule 144A securities (restricted securities that may be traded freely among
qualified institutional buyers pursuant to an exemption from the registration
requirements of the securities laws); these securities are considered illiquid
unless NB Management, acting pursuant to guidelines established by the trustees
of Advisers 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 Portfolio to value or dispose of due to the
absence of an active trading market. The sale of some illiquid securities by the
Portfolio may be subject to legal restrictions which could be costly to the
Portfolio.

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

Repurchase Agreements. (All Portfolios). In a repurchase agreement, a
Portfolio purchases securities from a bank that is a member of the Federal
Reserve System (or with respect to International Portfolios, 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 Portfolio 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 International
Portfolio enters into a repurchase agreement subject to foreign law and the
counter-party defaults, that Portfolio 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 Portfolio 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 Liquid Asset Portfolio) of the value
of its net assets would then be invested in such repurchase agreements and other
illiquid securities. A Portfolio may enter into a repurchase agreement only if
(1) the underlying securities are of a type (excluding maturity and duration
limitations) that the Portfolio's 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 Portfolios
account by its custodian or a bank acting as the Portfolio's agent.

Securities Loans. (All Portfolios). Each Portfolio 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 Portfolio. The Portfolio 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

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<PAGE>

borrower will pay the Portfolio an amount equivalent to any dividends or
interest paid on such securities. These loans are subject to termination at the
option of the Portfolio or the borrower. The Portfolio 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 Portfolio does not have the right to vote
securities on loan, but would terminate the loan and regain the right to vote if
that were considered important with respect to the investment. NB Management
believes the risk of loss on these transactions is slight because, if a borrower
were to default for any reason, the collateral should satisfy the obligation.
However, as with other extensions of secured credit, loans of portfolio
securities involve some risk of loss of rights in the collateral should the
borrower fail financially.

Policies and Limitations. Each Portfolio 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 Portfolio by depositing collateral in a form determined to be
satisfactory by the 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
Socially Responsive Portfolio is not subject to the Social Policy.

Restricted Securities and Rule 144A Securities. (All Portfolios). Each
Portfolio 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
Portfolio qualify under Rule 144A, and an institutional market develops for
those securities, the Portfolio 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 Portfolio's illiquidity. NB Management, acting under guidelines established
by the 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 Portfolio 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 Portfolio may be permitted to sell a
security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Portfolio 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 Trustees believe
accurately reflect fair value.

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<PAGE>

Policies and Limitations. To the extent restricted securities, including
Rule 144A securities, are illiquid, purchases thereof will be subject to each
Portfolio's 15% (10% in the case of Liquid Asset Portfolio) limit on investments
in illiquid securities.

Commercial Paper. (All Portfolios). 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 Portfolio may invest in
commercial paper that cannot be resold to the public without an effective
registration statement under the 1933 Act. While restricted commercial paper
normally is deemed illiquid, NB Management may in certain cases determine that
such paper is liquid, pursuant to guidelines established by the Trustees.

Policies and Limitations. Each Equity Portfolio normally may invest up to
35% of its net assets in debt securities, including commercial paper. The Equity
Portfolios 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. International Portfolio may invest in such commercial paper
as a defensive measure, to increase liquidity, or as needed for segregated
accounts. To the extent restricted commercial paper is deemed illiquid,
purchases thereof will be subject to each Portfolio's 15% (10% in the case of
Liquid Asset Portfolio) limit on investments in illiquid securities.

Reverse Repurchase Agreements. (All Portfolios). In a reverse repurchase
agreement, a Portfolio 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
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
Portfolio. NB Management monitors the creditworthiness of counterparties to
reverse repurchase agreements.

Policies and Limitations. Reverse repurchase agreements are considered
borrowings for purposes of each Portfolio's investment limitations and policies
concerning borrowings. While a reverse repurchase agreement is outstanding, a
Portfolio 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 Portfolio's obligations under the agreement.

Banking and Savings Institution Securities. (All Portfolios). 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 Portfolio invests
typically are not covered by deposit insurance.

Policies and Limitations. Liquid Asset Portfolio 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
Portfolio may invest in securities issued by a

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<PAGE>

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
Portfolio. These limitations do not prohibit investments in securities issued by
foreign branches of U.S. banks that meet the foregoing requirements.

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

Leverage. (International Portfolio). The Portfolio 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 Portfolio's NAVs. Although the
principal of such borrowings will be fixed, the Portfolio's assets may change in
value during the time the borrowing is outstanding. Leverage from borrowing
creates interest expenses for the Portfolio's. To the extent the income derived
from securities purchased with borrowed funds exceeds the interest the Portfolio
will have to pay, the Portfolio's 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 Portfolio will be less than if leveraging were not used, and
therefore the amount available for distribution to the Portfolio's shareholders
as dividends will be reduced.

Policies and Limitations. Generally, the Portfolio 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 Portfolio's
investment limitations.

Foreign Securities. (All Portfolios). Each Portfolio may invest in U.S.
dollar-denominated securities issued by foreign issuers and foreign branches of
U.S. banks, including negotiable CDs, banker's acceptances and commercial paper.
Foreign issuers are issuers organized and doing business principally outside the
U.S. and include banks, non-U.S. governments and quasi-governmental
organizations.

While investments in foreign securities are intended to reduce risk by
providing further diversification (except with respect to International
Portfolio), 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. It may be difficult to invoke legal process or to enforce contractual
obligations abroad.

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<PAGE>

Each Portfolio (except Liquid Asset Portfolio) also may invest in equity
(except Limited Maturity Bond Portfolio), 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
Portfolio except Portfolio Limited Maturity Bond Portfolio, (2) CDs, commercial
paper, fixed-time deposits, and bankers' acceptances issued by foreign banks,
(3) obligations of other corporations, and (4) obligations of foreign
governments, or their subdivisions, agencies, and instrumentalities,
international agencies, and supranational entities. Investing in foreign
currency denominated securities includes the special risks associated with
investing in non-U.S. issuers described in the preceding paragraph and the
additional risks of (1) adverse changes in foreign exchange rates, and (2)
adverse changes in investment or exchange control regulations (which could
prevent cash from being brought back to the United States). Additionally,
dividends and interest payable on foreign securities (and gains realized on
disposition thereof) may be subject to foreign taxes, including taxes withheld
from those payments, and there are generally higher commission rates on foreign
portfolio transactions. Fixed commissions on foreign securities exchanges are
generally higher than negotiated commissions on U.S. exchanges, although each
Portfolio 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 Portfolio is uninvested and no return
is earned thereon. The inability of a Portfolio to make intended security
purchases due to settlement problems could cause a Portfolio to miss attractive
investment opportunities. Inability to dispose of portfolio securities due to
settlement problems could result either in losses to a Portfolio due to
subsequent declines in value of the portfolio securities, or, if a Portfolio 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 Portfolios (except Liquid Asset and Limited Maturity Bond Portfolios)
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

21
<PAGE>

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, Balanced (equity
securities portion), Growth, Guardian, Partners, and Socially Responsive
Portfolios may not purchase any such security if, as a result, more than 10% of
its total assets (taken at market value) would be invested in foreign currency
denominated securities. Limited Maturity Bond Portfolio 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. Mid-Cap Growth Portfolio 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 Portfolio is restricted in the amount it may invest in securities
denominated in any one foreign currency. International Portfolio invests
primarily in foreign securities. Liquid Asset Portfolio may not invest in
foreign currency-denominated securities.

Investments in securities of foreign issuers are subject to each
Portfolio's quality, and, with respect to the Income Portfolios, maturity and
duration standards. Each Portfolio (except International Portfolio) may invest
only in securities of issuers in countries whose governments are considered
stable by NB Management.

Japanese Investments. (International Portfolio). All of the Portfolios may
invest in foreign securities, including securities of Japanese issuers. From
time to time International Portfolio may invest a significant portion of its
assets in securities of Japanese issuers. The performance of the Portfolio 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 Portfolios). 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

22
<PAGE>

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 Portfolio. Accordingly, in
purchasing these securities, each Portfolio relies primarily on the
creditworthiness of the credit instrument issuer or the insurer. A Portfolio can
also buy fixed rate securities accompanied by demand features or put options,
permitting the Portfolio to sell the security to the issuer or third party at a
specified price. A Portfolio may rely on the creditworthiness of issuers of
credit enhancements in purchasing these securities.

Among the Adjustable Rate Securities in which Liquid Asset Portfolio 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 Portfolio to recover its assets may depend on the
treatment of GICs under state insurance laws.

Policies and Limitations. Except for Liquid Asset Portfolio, no Portfolio
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 Portfolio except for Liquid Asset Portfolio
excludes securities that do not rely on the credit instrument or insurance for
their ratings, i.e., stand on their own credit. Liquid Asset Portfolio may
invest in securities subject to demand features or guarantees as permitted by
Rule 2a-7 under the 1940 Act. Each Equity Portfolio 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, Liquid
Asset Portfolio 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, a Portfolio 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, Liquid Asset Portfolio 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. (Liquid Asset, Limited Maturity Bond and
Balanced (debt securities portion) Portfolios). 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

23
<PAGE>

by a U.S. Government agency or instrumentality such as the GNMA, Fannie Mae, and
Freddie Mac, though not necessarily backed by the full faith and credit of the
United States, or may be issued by private issuers. Private issuers are
generally originators of and investors in mortgage loans and include savings
associations, mortgage bankers, commercial banks, investment bankers, and
special purpose entities. Private mortgage-backed securities may be supported by
U.S. Government Agency mortgage-backed securities or some form of
non-governmental credit enhancement.

Mortgage-backed securities may have either fixed or adjustable interest
rates. Tax or regulatory changes may adversely affect the mortgage securities
market. In addition, changes in the market's perception of the issuer may affect
the value of mortgage-backed securities. The rate of return on mortgage-backed
securities may be affected by prepayments of principal on the underlying loans,
which generally increase as market interest rates decline; as a result, when
interest rates decline, holders of these securities normally do not benefit from
appreciation in market value to the same extent as holders of other non-callable
debt securities.

Because many mortgages are repaid early, the actual maturity and duration
of mortgage-backed securities are typically shorter than their stated final
maturity and their duration calculated solely on the basis of the stated life
and payment schedule. In calculating its dollar-weighted average maturity and
duration, a Portfolio 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 Portfolio
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 Portfolio 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

24
<PAGE>

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 Portfolio's investment quality standards. There
can be no assurance that the private insurers or guarantors can meet their
obligations under the insurance policies or guarantee arrangements. A Portfolio
may buy mortgage-backed securities without insurance or guarantees, if NB
Management determines that the securities meet the Portfolio's quality
standards. NB Management will, consistent with the Portfolio's investment
objectives, policies and limitations and quality standards, consider making
investments in new types of mortgage-backed securities as such securities are
developed and offered to investors.

Policies and Limitations. A Portfolio 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 Liquid Asset Portfolio) of the value of the
Portfolio's net assets would be invested in illiquid securities.

Dollar Rolls. (Limited Maturity Bond and Balanced (debt securities
portion) Portfolios). In a "dollar roll", a Portfolio 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
Portfolio forgoes principal and interest payments on the securities. The
Portfolios 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 Portfolio's NAV 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 Portfolio. NB Management monitors the creditworthiness of
counterparties to dollar rolls.

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

Forward Commitments (International Portfolio) and When-Issued Securities.
(International, Limited Maturity Bond, and Balanced (debt securities portion)
Portfolio). The Portfolio may purchase securities (including, with respect to
Limited Maturity Bond and Balanced Portfolios, mortgage-backed securities such
as GNMA, Fannie Mae, and Freddie Mac certificates) on a when-issued basis and
International Portfolios may purchase or sell securities on a forward

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<PAGE>

commitment basis. These transactions involve a commitment by a Portfolio to
purchase or sell securities at a future date (ordinarily within two months
although the Portfolios 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
Portfolio 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, International Portfolio 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 Portfolio 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 Portfolio may lose the opportunity
to obtain a favorable price.

The value of securities purchased on a when-issued or forward commitment
basis and any subsequent fluctuations in their value are reflected in the
computation of a Portfolio's NAV starting on the date of the agreement to
purchase the securities. Because the Portfolio has not yet paid for the
securities, this produces an effect similar to leverage. A Portfolio does not
earn interest on the securities it has committed to purchase until they are paid
for and delivered on the settlement date. When International Portfolio makes a
forward commitment to sell securities it owns, the proceeds to be received upon
settlement are included in the Portfolio's assets. Fluctuations in the market
value of the underlying securities are not reflected in the Portfolio's NAV as
long as the commitment to sell remains in effect.

Policies and Limitations. A Portfolio 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 Portfolio may dispose of or renegotiate a commitment after it has
been entered into. A Portfolio also may sell securities it has committed to
purchase before those securities are delivered to the Portfolio on the
settlement date. A Portfolio may realize a capital gain or loss in connection
with these transactions.

When a Portfolio's 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 Portfolio's 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 Portfolio 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")

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<PAGE>

Futures Contracts and Options Thereon. (The Equity Portfolios and Limited
Maturity Bond and Balanced (debt securities portion) Portfolios). Each of
Socially Responsive and Mid-Cap Growth Portfolios 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
Portfolio to enhance portfolio liquidity and maintain a defensive position
without having to sell portfolio securities. These Portfolios view 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 Portfolio.

Limited Maturity Bond and Balanced (debt securities portion) Portfolios
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
Portfolio to enhance portfolio liquidity and maintain a defensive position
without having to sell portfolio securities. The Portfolios 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
Portfolios.

International Portfolio 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.

International Portfolio 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 Portfolio, 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 Portfolio may purchase futures
contracts in order to fix what NB Management believes to be a favorable price
for securities the Portfolio intends to purchase. If a futures contract is
purchased by the Portfolio, the value of the contract will tend to change
together with changes in the value of such securities. To compensate for
differences in historical volatility between positions International Portfolio
wishes to hedge and the standardized

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<PAGE>

futures contracts available to it, the Portfolio may purchase or sell futures
contracts with a greater or lesser value than the securities it wishes to hedge.

With respect to currency futures, International Portfolio 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, International Portfolio 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 Portfolio intends to purchase. The Portfolio 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 Portfolio.

For the purposes of managing cash flow, each Portfolio may purchase and
sell stock index futures contracts, and may purchase and sell options thereon to
increase its 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 Portfolio will usually be liquidated in this
manner, the Portfolio 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 Portfolio with, or for the benefit of, a futures
commission merchant in order to initiate and maintain the Portfolio's futures
positions. The margin deposit made by the Portfolio when it enters into a
futures contract ("initial margin") is intended to assure its performance of the
contract. If the

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<PAGE>

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 Portfolio 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 Portfolio. In computing their NAVs, the Portfolios mark to market
the value of their open futures positions. Each Portfolio 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 Portfolio could suffer a
delay in recovering its funds and could ultimately suffer a loss.

An option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in the contract (a long position if
the option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period. The writer of the
option is required upon exercise to assume a short futures position (if the
option is a call) or a long futures position (if the option is a put). Upon
exercise of the option, the accumulated cash balance in the writer's futures
margin account is delivered to the holder of the option. That balance represents
the amount by which the market price of the futures contract at exercise
exceeds, in the case of a call, or is less than, in the case of a put, the
exercise price of the option. Options on futures have characteristics and risks
similar to those of securities options, as discussed herein.

Although each Portfolio 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 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 Portfolio's
futures position and the securities held by or to be purchased for the
Portfolio. 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

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<PAGE>

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 Portfolio, it could (depending on the size
of the position) have an adverse impact on the NAV of the Portfolio.

Policies and Limitations. Socially Responsive and Mid-Cap Growth Portfolio
each 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. These Portfolios do not engage in
transactions in futures and options on futures for speculation. The use of
futures and options on futures by Socially Responsive Portfolio is not subject
to the Social Policy.

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

For purposes of managing cash flow, each Portfolio may purchase and sell
stock index futures contracts, and may purchase and sell options thereon to
increase its exposure to the performance of a recognized securities index, such
as the S&P 500 Index.

Limited Maturity Bond and Balanced Portfolios 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 Portfolios engage in foreign currency
futures and options transactions in an attempt to hedge against changes in
prevailing currency exchange rates. Neither Portfolio engages in transactions in
futures or options thereon for speculation.

Call Options on Securities. (All Portfolios except Liquid Asset
Portfolio). Socially Responsive, Mid-Cap Growth, Limited Maturity Bond, Balanced
and International Portfolios may write covered call options and may purchase
call options on securities. Each of the other Portfolios 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 Portfolio on the
Portfolio's NAV) or to earn premium income. Portfolio securities on which call
options may be written and purchased by a are purchased solely on the basis of
investment considerations consistent with the Portfolio investment objective.

When a Portfolio 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 Portfolio receives a premium for
writing the call option. When writing call options, each Portfolio writes only
"covered" call options on securities it owns. So long as the obligation of the
call option continues, the Portfolio may be assigned an exercise notice,
requiring it to deliver the underlying

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<PAGE>

security against payment of the exercise price. The Portfolio may be obligated
to deliver securities underlying an option at less than the market price.

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 Portfolio's total return. When writing a covered call option, a Portfolio, 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.

If a call option that a Portfolio has written expires unexercised, the
Portfolio 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 Portfolio will realize a
gain or loss from the sale of the underlying security.

When a Portfolio 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.

Policies and Limitations. (Limited Maturity Bond and Balanced (debt
securities portion) Portfolios). Each Portfolio 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 Portfolio may write
covered call options for the purpose of producing income. Each Portfolio 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 Portfolio. Each Portfolio may write covered call options and may
purchase call options in related closing transactions. Each Portfolio writes
only "covered" call options on securities it owns (in contrast to the writing of
"naked" or uncovered call options, which the Portfolio will not do).

A Portfolio would purchase a call option to offset a previously written
call option. Each of Socially Responsive, Mid-Cap Growth, Limited Maturity Bond
and Balanced Portfolios 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 Socially Responsive Portfolio is not subject to the
Social Policy. International Portfolio may purchase call options for hedging or
non-hedging purposes.

Put Options on Securities. (Socially Responsive, Mid-Cap Growth,
International, Limited Maturity Bond and Balanced Portfolios). Each of these
Portfolios may write and purchase put options on securities. The Portfolios will
receive a premium for writing a put option, which obligates the Portfolio to
acquire a security at a certain price at any time until a certain date if the
purchaser decides to exercise the option. The Portfolio may be obligated to
purchase the underlying security at more than its current value.

When a Portfolio 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 Portfolio would

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<PAGE>

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 Portfolio are purchased solely on the basis of investment considerations
consistent with the Portfolio's investment objective. When writing a put option,
the Portfolio, in return for the premium, takes the risk that it must purchase
the underlying security at a price that may be higher than the current market
price of the security. If a put option that the Portfolio has written expires
unexercised, the Portfolios will realize a gain in the amount of the premium.

Policies and Limitations. Socially Responsive, Mid-Cap Growth and
International Portfolios 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 Portfolio on the Portfolio's NAV).
However, International Portfolio also may use put options for non-hedging
purposes. The use of put options on securities by Socially Responsive Portfolio
is not subject to the Social Policy.

Limited Maturity Bond and Balanced Portfolios 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 Portfolio on the Portfolio's NAV).

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.
International Portfolio also may purchase European-style options, which are
exercisable only immediately prior to their expiration date. The obligation
under any option written by a Portfolio terminates upon expiration of the option
or, at an earlier time, when the Portfolio 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 Portfolio and is never exercised or closed out, the
Portfolio 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. International Portfolio 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
Portfolio and a counter-party, with no clearing organization guarantee. Thus,
when a Portfolio 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 Portfolio
originally sold (or purchased) the option. There can be no assurance that the
Portfolio would be able to liquidate an OTC option at any time prior to
expiration. Unless a Portfolio 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 Portfolio may be unable to

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liquidate its options position and the associated cover. NB Management monitors
the creditworthiness of dealers with which a Portfolio may engage in OTC options
transactions.

The premium received (or paid) by a Portfolio when it writes (or
purchases) an option is the amount at which the option is currently traded on
the applicable market. The premium may reflect, among other things, the current
market price of the underlying security, the relationship of the exercise price
to the market price, the historical price volatility of the underlying security,
the length of the option period, the general supply of and demand for credit,
and the interest rate environment. The premium received by a Portfolio for
writing an option is recorded as a liability on the Portfolio's 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
Portfolio's 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 Portfolio 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 Portfolio
will be able to effect closing transactions at favorable prices. If a Portfolio
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 Portfolio 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 Portfolio; however, the Portfolio could be in a less
advantageous position than if it had not written the call option.

A Portfolio 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 Portfolio 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 Portfolio may use American-style options.
International Portfolio may also purchase European-style options and may
purchase and sell options that are traded on foreign exchanges.

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The assets used as cover (or held in a segregated account) for OTC options
written by a Portfolio will be considered illiquid unless the OTC options are
sold to qualified dealers who agree that the Portfolio may repurchase any OTC
option it writes at a maximum price to be calculated by a formula set forth in
the option agreement. The cover for an OTC call option written subject to this
procedure will be considered illiquid only to the extent that the maximum
repurchase price under the formula exceeds the intrinsic value of the option.

The use of put and call options by Socially Responsive Portfolio is not
subject to the Social Policy.

Put and Call Options on Securities Indices. (Equity Portfolios).
International Portfolio 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 Portfolio's securities or securities the
Portfolio intends to buy. The Portfolio may write securities index options to
close out positions in such options that it has purchased.

For purposes of managing cash flow, each Equity Portfolio may purchase put
and call options on securities indices to increase the Portfolio's exposure to
the performance of a recognized securities index, such as the S&P 500 Index.

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

For purposes of managing cash flow, each Equity Portfolio may purchase put
and call options on securities indices to increase the Portfolio's exposure to
the performance of a recognized

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<PAGE>

securities index, such as the S&P 500 Index. All securities index options
purchased by the Portfolio will be listed and traded on an exchange.

Foreign Currency Transactions. (All Portfolios except Liquid Asset
Portfolio). Each Portfolio 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 Portfolio 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 Portfolios (other than International Portfolio) enter into forward
contracts in an attempt to hedge against changes in prevailing currency exchange
rates. The Portfolio 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
Portfolio 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 Portfolio
may either make delivery of the foreign currency or terminate its contractual
obligation to deliver by purchasing an offsetting contract. If the Portfolio
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 Portfolio into such
currency. If the Portfolio 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 Portfolio

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could be in a less advantageous position than if such a hedge had not been
established. If a Portfolio 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 Portfolio's securities against a
decline in the value of a currency does not eliminate fluctuations in the prices
of the underlying securities. Because forward contracts are not traded on an
exchange, the assets used to cover such contracts may be illiquid. A Portfolio
may experience delays in the settlement of its foreign currency transactions.

International Portfolio may purchase securities of an issuer domiciled in
a country other than the country in whose currency the instrument is
denominated. The Portfolio 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 Portfolio's ability to prevent potential losses. In
addition, International Portfolio may invest in securities denominated in other
currency baskets.

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

International Portfolio may enter into forward contracts for hedging or
non-hedging purposes. When the Portfolio 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 Portfolio to deliver an amount of foreign currency materially
in excess of the value of its portfolio securities or other assets denominated
in that currency. International Portfolio 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
Portfolio's investment portfolio.

Options on Foreign Currencies. (All Portfolios except Liquid Asset
Portfolio). Each Portfolio may write and purchase covered call and put options
on foreign currencies. International Portfolio 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 Portfolio 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

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<PAGE>

payments on those securities. In addition, International Portfolio may purchase
put and call options on foreign currencies for non-hedging purposes when NB
Management anticipates that a currency will appreciate or depreciate in value,
but securities denominated in that currency do not present attractive investment
opportunities and are not included in the Portfolio. The use of options on
currencies by Socially Responsive Portfolio is not subject to the Social Policy.

Regulatory Limitations on Using Financial Instruments. To the extent a
Portfolio 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 Portfolio's net
assets.

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 Portfolio's assets could
impede portfolio management or the Portfolio's ability to meet current
obligations. A Portfolio 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 Portfolio.

Policies and Limitations. Each Portfolio 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 Portfolio and changes in 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 Portfolio's 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 Portfolio 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 Portfolio 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 Portfolio's use of Financial
Instruments will be successful.

Each Portfolio's 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.

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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 Portfolio's underlying securities or
currency. NB Management intends to reduce the risk that a Portfolio will be
unable to close out Financial Instruments by entering into such transactions
only if NB Management believes there will be an active and liquid secondary
market.

Indexed Securities. (Limited Maturity Bond, International and Balanced
Portfolios). These Portfolios 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. (Limited Maturity Bond and Balanced
Portfolios). The Portfolios 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 Portfolio holds the
security, the Portfolio 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.

Any increase in principal value is taxable in the year the increase
occurs, even though holders do not receive cash representing the increase until
the security matures. Because each Fund must distribute substantially all of its
income to its shareholders to avoid payment of federal income and excise taxes,
a Portfolio may have to dispose of other investments to obtain the cash
necessary to distribute the accrued taxable income on inflation-indexed
securities.

Short Sales. (International Portfolio). The Portfolio may attempt to limit
exposure to a possible decline in the market value of portfolio securities
through short sales of securities that NB

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Management believes possess volatility characteristics similar to those being
hedged. The Portfolio also may use short sales in an attempt to realize gain. To
effect a short sale, the Portfolio borrows a security from a brokerage firm to
make delivery to the buyer. The Portfolio 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 Portfolio is required to pay
the lender any dividends and may be required to pay a premium or interest.

The Portfolio will realize a gain if the security declines in price
between the date of the short sale and the date on which the Portfolio replaces
the borrowed security. The Portfolio will incur a loss if the price of the
security increases between those dates. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of any premium or
interest the Portfolio 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 Portfolio 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 Portfolio is similar to the effect of
leverage. Short selling may amplify changes in the Portfolio's NAV. Short
selling may also produce higher than normal portfolio turnover, which may result
in increased transaction costs to the Portfolio.

Policies and Limitations. Under applicable guidelines of the SEC staff, if
the Portfolio 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 Portfolio 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. (Liquid Asset, Limited Maturity Bond and Balanced
Portfolios). 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-

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backed securities. The risk that recovery on repossessed collateral might be
unavailable or inadequate to support payments, however, is greater for
asset-backed securities than for mortgage-backed securities.

Certificates for Automobile Receivablessm ("CARSsm") represent undivided
fractional interests in a trust whose assets consist of a pool of motor vehicle
retail installment sales contracts and security interests in the vehicles
securing those contracts. Payment of principal and interest on the underlying
contracts are passed through monthly to certificate holders and are guaranteed
up to specified amounts by a letter of credit issued by a financial institution
unaffiliated with the trustee or originator of the trust. Underlying installment
sales contracts are subject to prepayment, which may reduce the overall return
to certificate holders. Certificate holders also may experience delays in
payment or losses on CARSsm if the trust does not realize the full amounts due
on underlying installment sales contracts because of unanticipated legal or
administrative costs of enforcing the contracts; depreciation, damage, or loss
of the vehicles securing the contracts; or other factors.

Credit card receivable securities are backed by receivables from revolving
credit card agreements ("Accounts"). Credit balances on Accounts are generally
paid down more rapidly than are automobile contracts. Most of the credit card
receivable securities issued publicly to date have been pass-through
certificates. In order to lengthen their maturity or duration, most such
securities provide for a fixed period during which only interest payments on the
underlying Accounts are passed through to the security holder; principal
payments received on the Accounts are used to fund the transfer of additional
credit card charges made on the Accounts to the pool of assets supporting the
securities. Usually, the initial fixed period may be shortened if specified
events occur which signal a potential deterioration in the quality of the assets
backing the security, such as the imposition of a cap on interest rates. An
issuer's ability to extend the life of an issue of credit card receivable
securities thus depends on the continued generation of principal amounts in the
underlying Accounts and the non-occurrence of the specified events. The
non-deductibility of consumer interest, as well as competitive and general
economic factors, could adversely affect the rate at which new receivables are
created in an Account and conveyed to an issuer, thereby shortening the expected
weighted average life of the related security and reducing its yield. An
acceleration in cardholders' payment rates or any other event that shortens the
period during which additional credit card charges on an Account may be
transferred to the pool of assets supporting the related security could have a
similar effect on its weighted average life and yield.

Credit cardholders are entitled to the protection of state and federal
consumer credit laws. Many of those laws give a holder the right to set off
certain amounts against balances owed on the credit card, thereby reducing
amounts paid on Accounts. In addition, unlike the collateral for most other
asset-backed securities, Accounts are unsecured obligations of the cardholder.

Limited Maturity Bond and Balanced Portfolios 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

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<PAGE>

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 Portfolio.

Convertible Securities. (Equity Portfolios). Each Portfolio may invest in
convertible securities. A convertible security is a bond, debenture, note,
preferred stock, or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. Convertible
securities generally have features of both common stocks and debt securities. A
convertible security entitles the holder to receive interest paid or accrued on
debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion, convertible
securities ordinarily provide a stream of income with generally higher yields
than those of common stocks of the same or similar issuers, but lower than the
yield on non-convertible debt. Convertible securities are usually subordinated
to comparable-tier nonconvertible securities but rank senior to common stock in
a corporation's capital structure. The value of a convertible security is a
function of (1) its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege, and (2)
its worth, at market value, if converted into the underlying common stock.

The price of a convertible security often reflects such variations in the
price of the underlying common stock in a way that nonconvertible debt does not.
Convertible securities are typically issued by smaller capitalized companies
whose stock prices may be volatile. A convertible security is a bond, debenture,
note, preferred stock, or other security that may be converted into or exchanged
for a prescribed amount of common stock of the same or a different issuer within
a particular period of time at a specified price or formula. Convertible
securities generally have features of both common stocks and debt securities. A
convertible security may be subject to redemption at the option of the issuer at
a price established in the security's governing instrument. If a convertible
security held by a Portfolio is called for redemption, the Portfolio 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 Portfolio's and its corresponding Portfolio's
ability to achieve its investment objective.

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

Preferred Stock. (Equity Portfolios). The Portfolio 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

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generally more sensitive to changes in the issuer's creditworthiness than are
the prices of debt securities.

Zero Coupon (Partners, Socially Responsive, Limited Maturity Bond,
Balanced, and Liquid Asset Portfolios) Step Coupon Securities. (Limited Maturity
Bond and Balanced Portfolio). The Portfolios may invest in zero coupon
securities and Limited Maturity Bond and Balanced Portfolios 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. Zero coupon and
step coupon securities 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 Portfolio
prior to the receipt of any actual payments. Because each Portfolio must
distribute to its shareholders substantially all of its net income each year for
income tax purposes, a Portfolio may have to dispose of portfolio securities
under disadvantageous circumstances to generate cash, or may be required to
borrow, to satisfy its distribution requirements.

The market prices of zero and step coupon securities generally are more
volatile than the prices of securities that pay interest periodically. Zero
coupon securities are likely to respond to changes in interest rates to a
greater degree than other types of debt securities having a similar maturity and
credit quality.

Municipal Obligations. (Income Portfolios). 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 Portfolio invests (or, in the

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case of industrial development bonds, the revenues generated by the facility
financed by the bonds or, in certain other instances, the provider of the credit
facility backing the bonds). As with other fixed income securities, an increase
in interest rates generally will reduce the value of a Portfolio's 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. Limited Maturity Bond Portfolio may invest up to
5% of its net assets in municipal obligations. Liquid Asset Portfolio may invest
in municipal obligations that otherwise meet its criteria for quality and
maturity.

U.S. Government and Agency Securities. (All Portfolios). 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. Liquid Asset Portfolio may invest 25% or more of
its total assets in U.S. Government and Agency Securities. The Equity Portfolio
normally may invest up to 35% of their total assets in debt securities,
including U.S. Government and Agency Securities.

Swap Agreements. (International Portfolio). The Portfolio 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
Portfolio 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 Portfolio's
performance. The risks of

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swap agreements depend upon the other party's creditworthiness and ability to
perform, as well as the Portfolio's 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
Portfolio 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 Portfolio will segregate only
the amount of its net obligation, if any.

Fixed Income Securities. (All Portfolios). The Income Portfolios invest
primarily in fixed income securities. While the emphasis of the Equity
Portfolios' investment programs is on common stocks and other equity securities,
the Portfolio may also invest in money market instruments, U.S. Government and
Agency Securities, and other fixed income securities. Each Portfolio may invest
in investment grade corporate bonds and debentures. Partners, Mid-Cap Growth,
Limited Maturity Bond, Balanced and International Portfolio 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
Portfolio may invest is likely to decline in times of rising market interest
rates. Conversely, when rates fall, the value of a Portfolios' 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. (Balanced, Limited Maturity Bond, Mid-Cap
Growth, Partners and International Portfolios). 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

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below investment grade may be considered speculative. Securities rated B are
judged to be predominantly speculative with respect to the issuers capacity to
pay interest and repay principal in accordance with their terms and obligations.
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 Portfolio 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 Portfolio's 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. Partners Portfolio 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. Limited Maturity
Bond and Mid-Cap Growth Portfolios 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 Limited Maturity Bond Portfolio

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<PAGE>

and C with respect to Mid-Cap Growth Portfolio by S&P or Moody's, or Comparable
Unrated Securities; Balanced Portfolio 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.

International Portfolio 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 Portfolio, 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 Portfolio. In such a case, Socially
Responsive Portfolio will engage in an orderly disposition of the downgraded
securities, and Limited Maturity Bond and Balanced (debt securities portion)
Portfolio will engage in an orderly disposition of the downgraded securities or
other securities to the extent necessary to ensure the Portfolio's holdings that
are considered by the Portfolios to be below investment grade will not exceed
10% of its net assets. Limited Maturity Bond and Balanced (debt securities
portion) Portfolios may each hold up to 5% of its net assets in securities that
are downgraded after purchase to a rating below that permissible by the
Portfolio's investment policies. Each other Portfolio (except International
Portfolio) will engage in an orderly disposition of downgraded securities to the
extent necessary to ensure that the Portfolio's holdings of securities rated
below investment grade and Comparable Unrated Securities will not exceed 5% of
its net assets (15% in the case of Partners Portfolio and 10% in the case of
Mid-Cap Growth Portfolio). NB Management will make a determination as to whether
International Portfolio should dispose of the downgraded securities. With
respect to Liquid Asset Portfolio, NB Management will consider the need to
dispose of such securities in accordance with the requirements of Rule 2a-7
under the 1940 Act.

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

Ratings of Fixed Income Securities

As discussed above, the Portfolios may purchase securities rated by
Standard & Poor' ("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 Portfolios may rely on the ratings of any NRSRO,
the Portfolio mainly refer to ratings assigned by S&P and Moody's, which are
described in Appendix A. Each Portfolio may also invest in unrated securities
that are deemed comparable in quality by NB Management to the rated securities
in which the Portfolio 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,

46
<PAGE>

such as U.S. Government and Agency Securities, have been determined by NB
Management to be of comparable quality. If two or more NRSROs have rated a
security, at least two of them must rate it as high quality if the security is
to be eligible for purchase by Liquid Asset Portfolio.

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.

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 Limited Maturity Bond and Balanced (debt securities portion)
Portfolios, NB Management utilizes duration as a tool in portfolio selection
instead of the more traditional measure known as "term to maturity." "Term to
maturity" measures only the time until a debt security provides its final
payment, taking no account of the pattern of the security's payments prior to
maturity. Duration incorporates a bond's yield, coupon interest payments, final
maturity and call features into one measure. Duration therefore provides a more
accurate measurement of a bond's likely price change in response to a given
change in market interest rates. The longer the duration, the greater the bond's
price movement will be as interest rates change. For any fixed income security
with interest payments occurring prior to the payment of principal, duration is
always less than maturity.

Futures, options and options on futures have durations which are generally
related to the duration of the securities underlying them. Holding long futures
or call option positions will lengthen a Portfolio's duration by approximately
the same amount as would holding an

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<PAGE>

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.

Liquid Asset Portfolio 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. Limited Maturity Bond
and Balanced (debt securities portion) Portfolios' dollar-weighted average
duration will not exceed four years, although the Portfolio may invest in
individual securities of any duration; the Portfolios' dollar-weighted average
maturity may range up to six years.

Risks of Equity Securities

The Equity Portfolios 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 a Portfolio invests in such securities, the value of
securities held by the Portfolio will be affected by changes in the stock
markets, which may be the result of domestic or international political or
economic news, changes in interest rates or changing investor sentiment. At
times, the stock markets can be volatile and stock prices can change
substantially. The equity securities of smaller companies are more sensitive to
these changes than those of larger companies. This market risk will affect the
Portfolio's NAV per share, which will fluctuate as the value of the securities
held by the Portfolio 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

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<PAGE>

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. International Portfolio may invest in the
shares of other investment companies. Such investment may be the most practical
or only manner in which the Portfolio 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 Portfolio is ready to make
an investment. Each Equity Portfolio 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 or another appropriate
index. Limited Maturity Bond and Balanced Portfolios, for temporary defensive
purposes, may each invest up to 10% of its total assets in the securities of
money market funds.

As a shareholder in an investment company, a Portfolio would bear its pro
rata share of that investment company's expenses. At the same time, the
Portfolio will continue to pay its own management fees and expenses with respect
to its portfolio investments, including the shares of other investment
companies. Investment in other funds may involve the payment of substantial
premiums above the value of such issuer's portfolio securities. The Portfolios
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 Portfolio's investment in such securities
is limited to (i) 3% of the total voting stock of any one investment company,
(ii) 5% of the Portfolio's total assets with respect to any one investment
company and (iii) 10% of the Portfolio's total assets in the aggregate.

Preferred Stock. (Equity Portfolios) Each Portfolio 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. Preferred shareholders may have certain rights if dividends are not
paid but generally have no legal recourse against the issuer. Shareholders may
suffer a loss of value if dividends are not paid. The market prices of preferred
stocks are generally more sensitive to changes in the issuer's creditworthiness
than are the prices of debt securities.

Socially Responsive Portfolio - 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.

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<PAGE>

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 Portfolio generally fall
into two categories:

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

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

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

The Socially Responsive Database

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

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

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<PAGE>

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

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

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

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

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

Implementation of Social Policy

Companies deemed acceptable by NB Management from a financial standpoint
are analyzed using Neuberger Berman's database. The companies are then evaluated
by the portfolio manager to determine if the companies' policies, practices,
products, and services withstand

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<PAGE>

scrutiny in the following major areas of concern: the environment and workplace
diversity and employment. Companies are then further evaluated to determine
their track record in issues and areas of concern such as public health,
weapons, product, and corporate citizenship.

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

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

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 yield and
total return of each Portfolio will vary, and an investment in a Portfolio, when
redeemed, may be worth more or less than the original purchase price.

Yield Calculations

The Liquid Asset Portfolio may advertise its "current yield" and
"effective yield." The Portfolio's current yield is based on the return for a
recent seven-day period and is computed by determining the net change (excluding
capital changes) in the value of a hypothetical account having a balance of one
share at the beginning of the period, subtracting a hypothetical charge
reflecting deductions from shareholder accounts, and dividing the difference by
the value of the account at the beginning of the base period. The result is a
"base period return," which is then annualized -- that is, the amount of income
generated during the seven-day period is assumed to be generated each week over
a 52-week period -- and shown as an annual percentage of the investment.

The effective yield of the Portfolio is calculated similarly, but the base
period return is assumed to be reinvested. The assumed reinvestment is
calculated by adding 1 to the base period return, raising the sum to a power
equal to 365 divided by seven, and subtracting one from the result, according to
the following formula:

Effective Yield = [(Base Period Return + 1)^365/7] - 1

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<PAGE>

For the seven calendar days ended December 31, 1999, the current yield of
the Liquid Asset Portfolio was ____%. For the same period, the effective yield
was ____%.

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, 1999 was ___%.

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, 1999, were +_____%,
+_____%, and +_____%, 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,
1999, were +____%, +____%, and +____%, 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, five, and ten-year periods ended December 31, 1999, were +_____%,
+_____%, and +_____%, 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 and five-year periods ended December 31, 1999 and for the period
from March 22, 1994 (commencement of operations) through December 31, 1999 was
+____%, +_____%, and _____% respectively.

The average annual total return for the Mid-Cap Growth Portfolio for the
one year period ended December 31, 1999 and the period since inception (November
3, 1997) through December 31, 1999 was +_____% and +_____%, respectively.

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The average annual total return for the Guardian Portfolio for the one
year period ended December 31, 1999 and the period since inception (November 3,
1997) through December 31, 1999 was +_____% and +_____%, respectively.

The average annual total return for the Socially Responsive Portfolio for
the period from February __, 1999 (inception date) through December 31, 1999 was
+___%.

NB Management may waive a portion of its fee or reimburse certain of the
Portfolios and predecessors of the Portfolios for certain expenses during the
periods shown, which has the effect of increasing total return. Actual
reimbursements and waivers are described in the Prospectus and in "Investment
Management and Administrative Services" below.

Average annual total returns quoted for the Portfolios include the effect
of deducting a Portfolio's expenses, but may not include insurance-related
charges and other expenses attributable to any particular insurance product.
Since you can only purchase shares of a Portfolio through a variable annuity or
variable life insurance contract (except with respect to the Balanced Portfolio,
which may also be purchased by Qualified Plans) you should carefully review the
prospectus of the insurance product you have chosen for information on relevant
charges and expenses. Excluding these charges from quotations of a Portfolio's
performance has the effect of increasing the performance quoted. You should bear
in mind the effect of these charges when comparing a Portfolio's performance to
that of other mutual funds.

Comparative Information

From time to time a Portfolio's performance may be compared with:

(1) data (that may be expressed as rankings or ratings) published by
independent services or publications (including newspapers, newsletters,
and financial periodicals) that monitor the performance of mutual funds,
such as Lipper Analytical Services, Inc. ("Lipper"), C.D.A. Investment
Technologies, Inc., Wiesenberger Investment Companies Service, Investment
Company Data Inc., IBC/Financial Data Inc.'s Money Market Fund Report,
Morningstar, Inc. ("Morningstar"), Micropal Incorporated, VARDS and
quarterly mutual fund rankings by Money, Fortune, Forbes, Business Week,
Personal Investor, and U.S. News & World Report magazines, The Wall Street
Journal, New York Times, Kiplinger's Personal Finance, and Barron's
Newspaper, or

(2) recognized bond, stock and other indices, such as the Shearson
Lehman Bond Index, The Standard & Poor's 500 Composite Stock Price Index
("S&P 500 Index"), S&P Small Cap 600 ("S&P 600"), S&P Mid Cap 400 ("S&P
400"), Russell 2000 Stock Index, Russell Mid Cap Growth Index, Dow Jones
Industrial Average ("DJIA"), Wilshire 1750, NASDAQ, Montgomery Securities
Growth Stock Index, Value Line Index, U.S. Department of Labor Consumer
Price Index ("Consumer Price Index"), College Board Survey of Colleges
Annual Increases of College costs, Kanon Bloch's Family Performance Index,
the Barra Growth Index,

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<PAGE>

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 $6.1
billion, with an average of $572 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 Portfolio may invest some of its assets in different types of
securities than those included in the index used as a comparison with the
Portfolio's historical performance. A Portfolio 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 Portfolio performance may be compared at times
with that of various bank instruments (including bank money market accounts and
CDs of varying maturities) as reported in publications such as The Bank Rate
Monitor. Any such comparisons may be useful to investors who wish to compare a
Portfolio's past performance with that of certain of its competitors. Of course,
past performance is not a guarantee of future results. Unlike an

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<PAGE>

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
Portfolio's portfolio allocation and holdings as of a particular date may be
included in Advertisements. This information may include portfolio
diversification by asset type.

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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.

Positions Held
Name, Address and Age (1) with the Trust Principal Occupation(s) (2)
- --------------------- -------------- -----------------------

Faith Colish Trustee Attorney at law, Faith
63 Wall Street Colish, A Professional
24th Floor Corporation.
New York, NY 10005
Age: 64

Walter G. Ehlers Trustee Consultant; Director of The
6806 Suffolk Place Turner Corporation, A.B.
Harvey Cedars, NJ 08008 Chance Company, and Crescent
Age: 67 Jewelry, Inc.

C. Anne Harvey Trustee Director of American
2555 Pennsylvania Avenue, N.W. Association of Retired
Washington, DC 20037 Persons ("AARP") Program
Age: 62 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).

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<PAGE>

Positions Held
Name, Address and Age (1) with the Trust Principal Occupation(s) (2)
- --------------------- -------------- -----------------------

Howard A. Mileaf Trustee Vice President and Special
WHX Corporation Counsel to WHX Corporation
110 East 59th Street (holding company) since 1992;
30th Floor Director of Kevlin
New York, NY 10022 Corporation (manufacturer of
Age 62 microwave and other
products). Trustee of other
mutual funds for which NB
Management acts as investment
manager or administrator.

Ruth E. Salzmann Trustee Retired; Director of John
1556 Pine Street Deere Insurance Group;
Stevens Point, WI 54481 Actuarial Consultant.
Age: 81

Candace L. Straight Trustee Private investor and
518 E. Passaic Avenue consultant specializing in
Bloomfield, NJ 07003 the insurance industry;
Age: 52 Advisory Director of
Securities Capital LLC, (a
global private equity
investment firm making
investments in the insurance
sector); Principal of Head &
Company, LLC (limited
liability company providing
investment banking and
consulting services to the
insurance industry) until
march 1996; Director of Drake
Holdings (U.K. motor insurer)
until June 1996. Trustee of
__ other mutual funds for
which NB Management acts as
investment manager or
administrator.

Peter P. Trapp Trustee 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 thereto,
Age: 55 President, Ford Life
Insurance Company, April,
1995 until August, 1997.

Lawrence Zicklin* Trustee Managing Director of
Age: 64 Neuberger Berman; Director of
NB Management; President
and/or Trustee of ___ other
mutual funds for which NB

58
<PAGE>

Positions Held
Name, Address and Age (1) with the Trust Principal Occupation(s) (2)
- --------------------- -------------- -----------------------

Management acts as investment
manager or administrator.

Peter E. Sundman President and Executive Vice President and
Age: 40 Chief Executive Director of Neuberger Berman,
Officer Inc. (holding company);
President and Director of NB
Management; Chairman of the
Board, Chief Executive
Officer and Trustee of nine
other mutual funds for which
NB Management acts as
investment manager or
administrator.

Daniel J. Sullivan Vice President Senior Vice President of NB
Age: 60 Management since 1992; Vice
President of ____ other
mutual funds for which NB
Management acts as investment
manager or administrator.

Michael J. Weiner Vice President Senior Vice President of NB
Age: 53 and Principal Management since 1992;
Financial Principal of Neuberger Berman
Officer from 1998-99; Treasurer of NB
Management from 1992 to 1996;
Vice President and Principal
Financial Officer of ____
other mutual funds for which
NB Management acts as
investment manager or
administrator.

Claudia A. Brandon Secretary Employee of Neuberger Berman
Age: 43 Management since 1999;
Secretary of _____ other
mutual funds for which NB
Management acts as investment
manager or administrator.

Richard Russell Treasurer and Employee of NB Management
Age: 53 Principal since 1993; ____other
Accounting Treasurer and Principal
Officer Accounting Officer of mutual
funds for which NB Management
acts as investment manager or
administrator.

Stacy Cooper-Shugrue Assistant Employee of Neuberger Berman;

59
<PAGE>

Positions Held
Name, Address and Age (1) with the Trust Principal Occupation(s) (2)
- --------------------- -------------- -----------------------

Age: 37 Secretary Assistant Secretary of ______
other mutual funds for which
NB Management acts as
investment manager or
administrator.

C. Carl Randolph Assistant General Counsel and Secretary
Age: 62 Secretary of Neuberger Berman, Inc.
(holding company); Assistant
Secretary of _____ other
mutual funds for which NB
Management acts as investment
manager or administrator.

Barbara DiGiorgio Assistant Employee of NB Management;
Age: 41 Treasurer Assistant Treasurer of ______
other mutual funds for which
NB Management acts as
investment manager or
administrator since 1996.

Celeste Wischerth Assistant Employee of NB Management;
Age: 39 Treasurer of Assistant Treasurer of ____
each Trust other mutual funds for which
NB Management acts as
investment manager or
administrator.

- ----------

(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 a Trustee who is an "interested person" of the Trust within the
meaning of the 1940 Act. Mr. Zicklin is an interested person by virtue of the
fact that he is a Director of NB Management and a Managing Director of Neuberger
Berman.

The Trust's Trust Instrument provide that the 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 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

60
<PAGE>

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. As discussed above under
"Investment Information", effective May 1, 2000, each Portfolio redeemed its
investment in its corresponding series of Advisers Managers Trust in-kind at
current net asset value, subject to the liabilities of Advisers Managers Trust,
including the indemnification obligations to the trustees of Advisers Managers
Trust, who are the same individuals that serve on the Board of Trustees of the
Trust. These indemnification obligations are substantially the same as the
indemnification obligation of the Trust to its Trustees.

Trustees who are not managing directors, 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, 1999, a
total of $__________ in fees was paid to the Trustees as a group by the Trust
and a total of $__________ in fees was paid to the Trustees as a group by
Advisers Managers Trust. The following table shows 1999 compensation by Trustee.

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>
Faith Colish, $_______ None None $______(2)
Trustee

Walter G. Ehlers, $_______ None None $______(3)
Trustee

C. Anne Harvey, $_______ None None $______(3)
Trustee

Leslie A. Jacobson,* $_______ None None $______(3)
Trustee

Howard A. Mileaf,** $_______ None None $______
Trustee

Robert M. Porter,* $_______ None None $______(3)
Trustee

Ruth E. Salzmann, $_______ None None $______(3)
</TABLE>

61
<PAGE>

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

Candace L. Straight** $_______ None None $______
Trustee

Peter P. Trapp, $_______ None None $______(3)
Trustee

Lawrence Zicklin, None None None None(2)
Chairman 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, 1999.
(2) _____ other investment companies.
(3) ______ other investment companies.
(4) _____ other investment companies.
* Messrs. Jacobson and Porter resigned from the Board of Trustees effective
December 31, 1999.
** Ms. Straight and Mr. Mileaf became Trustees on November 30, 1999.

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, 2000, the separate accounts of the Life Companies were known to
the Board of Trustees and the management of the Trust to own of record all
shares of the Growth, Guardian, Liquid Asset, Limited Maturity Bond, Mid-Cap
Growth and Partners Portfolios of the Trust and approximately ____% of the
shares of the Balanced Portfolio of the Trust and ____% 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 own in the aggregate
less than 1% of the total Trust shares issued and outstanding.

62
<PAGE>

As of March 31, 2000, 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 ______%
200 Hopmeadow
Simsbury, CT 06070

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

Partners Portfolio

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

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

Growth Portfolio

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

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

Limited Maturity Bond Portfolio

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

63
<PAGE>

Percentage of
Outstanding
Shares Owned
------------
Penn Mutual Life Insurance Company ______%
600 Dresher Road
Horsham, PA 19044

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

Balanced Portfolio

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

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

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

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

Guardian Portfolio

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

64
<PAGE>

Percentage of
Outstanding
Shares Owned
------------
Mid-Cap Growth Portfolio

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

Socially Responsive Portfolio

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

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

Northwestern National Life ______%
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.

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.

65
<PAGE>

INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION SERVICES

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 $______ billion as of December 31, 1999. 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.

NB Management serves as each Portfolio's investment manager pursuant to a
Management Agreement ("Management Agreement") dated as of May 1, 2000, that was
approved by the Trustees on February 29, 2000.

From May 1, 1995 through April 30, 2000, NB Management served as the
investment manager of the corresponding master series of Advisers Managers Trust
in which each Portfolio invested its net investable assets.

The Management Agreement provides in substance that NB Management will
make and implement investment decisions for the Portfolios in its discretion and
will continuously develop an investment program for each Portfolio's assets. The
Management Agreement permits NB Management to effect securities transactions on
behalf of each Portfolio through associated persons of NB Management. The
Management Agreement also specifically permits NB Management to compensate,
through higher commissions, brokers and dealers who provide investment research
and analysis to the Portfolio, but NB Management has no current plans to pay a
material amount of such compensation.

NB Management provides to each Portfolio, 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 the Trust who are officers,
directors, or employees of NB Management. Several individuals who are directors,
officers or employees of NB Management and/or Neuberger Berman also serve as
trustees and/or officers of the Trust. 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, Balanced, Growth, Guardian, Mid-Cap
Growth, Partners and Socially Responsive Portfolio each pays NB Management a fee
at the annual rate

66
<PAGE>

of 0.55% of the first $250 million of the Portfolio's 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. International Portfolio pays NB Management
a fee for investment management services at the annual rate of 0.85% of the
first $250 million of the Portfolio's 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. Limited Maturity Bond and Liquid Asset Portfolios
each pays NB Management a fee for investment management services at the annual
rate of 0.25% of the first $500 million of the Portfolio's 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 the Portfolio's 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. In addition, each
Portfolio pays certain out-of-pocket expenses for technology used for
shareholder servicing and shareholder communications subject to the prior
approval of an annual budget by the Trust's Board of Trustees, including a
majority of those Trustees who are not interested persons of the Trust or of NB
Management, and periodic reports to the Board of Trustees on actual expenses.

During the fiscal years ended December 31, 1999, 1998 and 1997, each
Portfolio accrued management and administration fees as follows (these amounts
include management fees incurred by each Portfolio's corresponding master series
of Advisers Managers Trust.

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

1999 1998 1997
---- ---- ----
Growth $ _________ $ 4,754,721 $5,336,566

Limited Maturity Bond $ _________ $ 1,726,341 $1,642,678

Liquid Asset $ _________ $ 96,793 $ 91,752

Guardian $ _________ $ 308,524 $ 397

Balanced $ _________ $ 1,418,336 $1,554,602

Partners $ _________ $13,672,777 $9,277,108

Mid-Cap Growth $ _________ $ 114,303 $ 681

Socially Responsive $ _________ $ _________ $ ________

67
<PAGE>

The Management and Administration Agreements each continue until May 1,
2001. The Management 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 who are not "interested persons" of NB
Management or the Trust ("Independent 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 Trustees or by a 1940 Act majority vote of the outstanding
shares in that Portfolio. 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 Independent 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 Trustees or by a 1940 Act majority vote of the
outstanding shares in that Portfolio. The Management Agreement is terminable
with respect to a Portfolio without penalty on 60 days' prior written notice
either by the 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 Trustees, including a majority of the Independent Trustees, on
at least 30 days' prior written notice to NB Management. Each Agreement
terminates automatically if it is assigned.

Expense Limitations

All Portfolios (except International and Socially Responsive Portfolios).
NB Management has contractually undertaken to limit the Portfolios' expenses
through April 30, 2001 by reimbursing each Portfolio for its 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. The Guardian and Mid-Cap Growth Portfolios have each in turn
contractually undertaken to repay through December 31, 2004, for the excess
operating expenses borne by NB Management, so long as the Portfolio's annual
operating expenses during that period (exclusive of 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) do not exceed the expense limitation, and
further provided that the reimbursements are made within three years after the
year in which NB Management incurred the expense.

68
<PAGE>

International and Socially Responsive Portfolios. NB Management has
contractually undertaken to limit the Portfolios' expenses through April 30,
2001 by reimbursing each Portfolio for its total operating expenses (and its pro
rata share of its corresponding master 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 contractually undertaken to repay
through December 31, 2004 for the excess operating expenses borne by NB
Management, so long as the Portfolio's annual operating expenses during that
period (exclusive of taxes, interest, extraordinary expenses and brokerage
commissions) do not exceed the expense limitation, and further provided that the
reimbursements are made within three years after the year in which NB Management
incurred the expense.

The effect of any expense limitation by NB Management is to reduce
operating expenses of a Portfolio and thereby increase total return. There can
no assurance that these expense limitation agreements will be continued or be
extended beyond the period indicated.

For the year ended December 31, 1999, NB Management reimbursed the Liquid
Asset Portfolio $_____, the Mid-Cap Growth Portfolio $_____, and the Guardian
Portfolio $_______. 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.

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; Theodore P.
Giuliano, Vice President; Michael M. Kassen, Executive Vice President and Chief
Investment officer; Barbara Katersky, Senior Vice President; Daniel J. Sullivan,
Senior Vice President; Philip Ambrosio, Senior Vice President and Chief
Financial Officer; Peter E. Sundman, President; Michael J. Weiner, Senior Vice
President; Brooke A. Cobb, Vice President; Valerie Chang, Vice President; Robert
W. D'Alelio, Vice President; Clara Del Villar, Vice President; Robert I.
Gendelman, Vice President; Thomas Gengler, Vice President; Robert S. Franklin,
Vice president; Josephine P. Mahaney, Vice President; Michael F. Malouf, Vice
President; S. Basu Mullick, Vice President; Janet W. Prindle, Vice President;
Kevin L. Risen, Vice President; Jennifer K. Silver, Vice President; Kent C.
Simons, Vice President; Judith M. Vale, Vice President; Catherine Waterworth,
Vice President; Allan R. White, III, Vice President; Robert Conti, Treasurer;
Ramesh Babu, Vice President; Robert L. Ladd, Vice President; Ingrid Saukaitis,
Vice President; Benjamin E. Segal, Vice President; Josephine Velez, Assistant
Vice President; Ellen Metzger, Secretary. Messrs. Cantor, D'Alelio, Gendelman,
Giuliano, Kassen, Risen, Simons, Sundman, Weiner, and White and Mmes. Prindle,
Silver and Vale are employees of Neuberger Berman.

69
<PAGE>

Mr. Zicklin is a trustee of the Trust. Messrs. Russell, Sundman, and
Weiner, and Mmes. Brandon, Cooper-Shugrue, DiGiorgio, and Wischerth are officers
of the Trust. C. Carl Randolph, a principal of Neuberger Berman, also is an
officer of the Trust.

Neuberger Berman and NB Management are wholly owned subsidiaries of
Neuberger Berman, Inc., a publicly held holding company owned primarily by the
employees of Neuberger Berman.

Sub-Adviser

NB Management retains Neuberger Berman, 605 Third Avenue, New York, NY
10158-3698, as a sub-adviser with respect to each Portfolio, pursuant to a
Sub-Advisory Agreement dated May 1, 2000 that was approved by the Trustees on
February 29, 2000.

From May 1, 1995 through April 30, 2000, Neuberger Berman served as the
sub-adviser of the corresponding series of Advisers Managers Trust in which each
Portfolio invested its net investable assets.

The Sub-Advisory Agreement provides in substance that Neuberger Berman
will furnish to NB Management, upon reasonable request, investment
recommendations and research information of the same type that Neuberger Berman
from time to time provides to its principals and employees for use in managing
client accounts, as NB Management reasonably requests. In this manner, NB
Management expects to have available to it, in addition to research from other
professional sources, the capability of the research staff of Neuberger Berman.
This research staff consists of numerous investment analysts, each of whom
specializes in studying one or more industries, under the supervision of
research partners who are also available for consultation with NB Management.
The Sub-Advisory Agreement provides that the services rendered by Neuberger
Berman will be paid for by NB Management on the basis of the direct and indirect
costs to Neuberger Berman in connection with those services. Neuberger Berman
also serves as a sub-adviser for all of the other mutual funds advised by NB
Management.

The Sub-Advisory Agreement continues with respect to each Portfolio until
May 1, 2001, 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 Portfolio by the Trustees, or by a 1940 Act majority vote of the
outstanding shares of that Portfolio, by NB Management, or by Neuberger Berman
on not less than 30 nor more than 60 days' prior written notice to the
appropriate Portfolio. The Sub-Advisory Agreement also terminates automatically
with respect to each Portfolio if it is assigned or if the Management Agreement
terminates with respect to the Portfolio.

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.

70
<PAGE>

The Portfolios are subject to certain limitations imposed on all advisory
clients of Neuberger Berman (including the Portfolios, 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
$___ billion, as of December 31, 1999. Neuberger Berman acts as sub-adviser to
these investment companies.

Approximate Net
Assets at
Name December 31, 1999
- ---- -----------------

Neuberger Berman Cash Reserves ................. $1,067,386,621
Portfolio (investment portfolio for
Neuberger Berman Cash Reserves)

Neuberger Berman Government Money .............. $496,244,470
Portfolio (investment portfolio for
Neuberger Berman Government Money
Fund)

Neuberger Berman Limited Maturity Bond ......... $264,519,644
Portfolio (investment portfolio for
Neuberger Berman Limited Maturity
Bond Fund and Neuberger Berman
Limited Maturity Bond Trust)

Neuberger Berman High Yield Bond Portfolio ..... $17,717,320
(investment portfolio for Neuberger Berman
High Yield Bond Fund)

Neuberger Berman Municipal Money ............... $301,713,416
Portfolio (investment portfolio for
Neuberger Berman Municipal Money Fund)

Neuberger Berman Municipal Securities .......... $32,652,269
Portfolio (investment portfolio for
Neuberger Berman Municipal Securities Trust)

71
<PAGE>

Approximate Net
Assets at
Name December 31, 1999
- ---- -----------------

Neuberger Berman Genesis Portfolio ............. $1,619,248,797
(investment portfolio for Neuberger Berman
Genesis Fund, Neuberger Berman
Genesis Trust, Neuberger Berman Genesis Assets
and Neuberger Berman Genesis Institutional)

Neuberger Berman Guardian Portfolio ............ $4,406,419,837
(investment portfolio for Neuberger Berman
Guardian Fund, Neuberger Berman
Guardian Trust and Neuberger Berman
Guardian Assets)

Neuberger Berman Manhattan Portfolio ........... $901,991,808
(investment portfolio for Neuberger Berman
Manhattan Fund, Neuberger Berman
Manhattan Trust and Neuberger Berman
Manhattan Assets)

Neuberger Berman Millennium Portfolio .......... $214,859,495
(investment portfolio for Neuberger Berman
Millenium Fund and Neuberger Berman Millenium
Trust)

Neuberger Berman International Portfolio ....... $195,064,579
(investment portfolio for Neuberger Berman
International Fund and Neuberger Berman
International Trust)

Neuberger Berman Partners Portfolio ............ $3,489,710,309
(investment portfolio for Neuberger Berman
Partners Fund, Neuberger Berman
Partners Trust and Neuberger Berman
Partners Assets)

Neuberger Berman Focus Portfolio ............... $1,772,136,921
(investment portfolio for Neuberger Berman
Focus Fund, Neuberger Berman Focus
Trust and Neuberger Berman Focus Assets)

Neuberger Berman Socially Responsive ........... $146,960,016
Portfolio (investment portfolio for

72
<PAGE>

Approximate Net
Assets at
Name December 31, 1999
- ---- -----------------

Neuberger Berman Socially Responsive Fund,
Neuberger Berman Socially Responsive Trust,
Neuberger Berman Socially Responsive Assets and
Neuberger Berman NYCDC Socially Responsive
Trust

Neuberger Berman Century Portfolio ............. $12,994,259
(investment portfolio for Neuberger Berman
Century Fund and Neuberger Berman Century Trust

Neuberger Berman Regency Portfolio ............. $33,586,640
(investment portfolio for Neuberger Berman
Regency Fund and Neuberger Berman Regency
Trust)

The investment decisions concerning each Portfolio 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 Portfolios. Even where
the investment objectives are similar, however, the methods used by the Other NB
Funds and the Portfolios to achieve their objectives may differ. The investment
results achieved by all of the mutual 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 Portfolio 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 Portfolio, in other
cases it is believed that a Portfolio's ability to participate in volume
transactions may produce better executions for it. In any case, it is the
judgment of the Trustees that the desirability of each Portfolio having its
advisory arrangements with NB Management outweighs any disadvantages that may
result from contemporaneous transactions.

The Portfolios are subject to certain limitations imposed on all advisory
clients of Neuberger Berman (including the Portfolios, the Other NB Funds, and
other managed 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 the outstanding shares of public
companies.

DISTRIBUTION ARRANGEMENTS

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NB Management serves as the distributor ("Distributor") in connection with
the offering of each Portfolio's shares on a no-load basis. 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, 2001.
The Distribution Agreement may be renewed annually thereafter if specifically
approved by (1) the vote of a majority of the Trustees or a 1940 Act majority
vote of the Portfolio's outstanding shares and (2) the vote of a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval. The Distribution Agreement may be terminated by either
party and will automatically terminate on its assignment, in the same manner as
the Management Agreement and the Sub-Advisory Agreement.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Share Prices and Net Asset Value

Each Portfolio's shares are bought or sold at a price that is the
Portfolio's NAV per share. The NAVs for each Portfolio are calculated by
subtracting total liabilities from total 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
calculates its NAV 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. It 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 its 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 Portfolios (except International Portfolio) 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 Portfolios value all
other

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securities and assets, including restricted securities, by a method that the
Trustees believe accurately reflects fair value.

International Portfolio 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 Portfolios value 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 believe
accurately reflects fair value.

International Portfolio's securities are traded primarily in foreign
markets which may be open on days when the NYSE is closed. As a result, the NAV
of the International Portfolio may be significantly affected on days when
shareholders have no access to that Portfolio. Similarly, as discussed above
under "Foreign Securities," other Portfolios may invest to varying degrees in
securities traded primarily in foreign markets, and their share prices may also
be affected on days when shareholders have no access to the Portfolios.

Limited Maturity Bond and Balanced (debt securities portion) Portfolios
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 the Trust believe accurately reflects fair value.
The Portfolios 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
Portfolio's valuation procedures (as described above) does not represent the
amount that the Portfolio reasonably expects to receive on a current sale of the
security, the Portfolio will value the security based on a method that the
Trustees 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 of securities owned by it is not reasonably
practicable or it is not reasonably practicable for that Portfolio 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.

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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 Trustees determined that it was
in the best interests of a Portfolio's shareholders as a whole.

DIVIDENDS AND OTHER DISTRIBUTIONS

Each Portfolio distributes to its shareholders (primarily insurance
company separate accounts and Qualified Plans) substantially all of its share of
its net investment income, 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 it. 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 Portfolio's
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 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 net investment income 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 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

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Subchapter M

To continue to qualify for treatment as a RIC under the Code, each
Portfolio must distribute to its shareholders for each taxable year at least 90%
of its investment company taxable income (consisting generally of net investment
income, net short-term capital gain, and, with respect to all Portfolios except
the Liquid Asset Portfolio, net gains from certain foreign currency
transactions) ("Distribution Requirement") and must meet several additional
requirements. With respect to each Portfolio, these requirements include the
following: (1) the Portfolio must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of stock, securities or
foreign currencies, or other income (including gains from options, futures, and
forward contracts (collectively, "Hedging Instruments")) derived with respect to
its business of investing in such stock, securities or currencies ("Income
Requirement"); and (2) at the close of each quarter of the Portfolio's taxable
year, (i) at least 50% of the value of its total assets must be represented by
cash and cash items, U.S. Government securities, securities of other RICs and
other securities limited, in respect of any one issuer, to an amount that does
not exceed 5% of the value of the Portfolio's total assets and that does not
represent more than 10% of the issuer's outstanding voting securities, and (ii)
not more than 25% of the value of its total assets may be invested in securities
(other than U.S. Government securities or securities of other RICs) of any one
issuer (together with the 50% requirement, the "Diversification Requirement").
Each Portfolio intends to satisfy the Distribution Requirement, the Income
Requirement, and the Diversification Requirement. If a Portfolio failed to
qualify for treatment as a RIC for any taxable year, it would be taxed on the
full amount of its taxable income for that year without being able to deduct the
distributions it makes to its shareholders and the shareholders would treat all
those distributions, including distributions of net capital gain (the excess of
net long-term capital gain over net short-term capital loss), as dividends (that
is, ordinary income) to the extent of the Portfolio's earnings and profits.

A 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 Portfolios intend 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
Portfolios), which are in addition to the diversification requirements imposed
on the Portfolios by the 1940 Act and Subchapter M of

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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 Portfolio will be managed with the intention of complying with these
diversification requirements. It is possible that, in order to comply with these
requirements, less desirable investment decisions may be made which would affect
the investment performance of a Portfolio.

Tax Aspects of the Investments of the Portfolios

Dividends, interest, and in some cases, capital gains received by a
Portfolio 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 Portfolios may invest in the stock of "passive foreign
investment companies" ("PFICs"). A PFIC is any foreign corporation (with certain
exceptions) 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 Portfolio holds stock of a PFIC, its corresponding Portfolio
(indirectly through its interest in the Portfolio) will be subject to federal
income tax on a portion of any "excess distribution" received on the stock as
well as gain on disposition of the stock (collectively, "PFIC income"), plus
interest thereon, even if the Portfolio distributes the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the Portfolio's investment company taxable income and, accordingly, will not be
taxable to it to the extent it distributes that income 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 held the
PFIC shares. A Portfolio will itself be

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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 Portfolio 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 Portfolio's
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 Portfolio 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 for 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 under the election (and under regulations proposed in 1992
that provided a similar election with respect to the stock of certain PFICs).
The adjusted basis in each PFIC's stock subject to the election would be
adjusted to reflect the amounts of income included and deductions taken
thereunder. Any gain on the sale of PFIC stock subject to a mark-to-market
election would be treated as ordinary income.

The use by the Portfolios (except Liquid Asset Portfolio) 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
Portfolio 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, certain options, 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 Portfolio's
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

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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. A 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 such Portfolio must
distribute to meet the Distribution Requirement and to avoid imposition of the
excise tax.

Transactions in options, futures and forward contracts undertaken by a
Portfolio may result in "straddles" for federal income tax purposes. The
straddle rules may affect the character of gains (or losses) realized by the
Portfolio, and losses realized by the Portfolio 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
Portfolio 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 Portfolio are not
entirely clear. The straddle rules may increase the amount of short-term capital
gain realized by each 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 Portfolio expires, it
realizes a short-term capital gain equal to the amount of the premium it
received for writing the option. When a Portfolio 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 Portfolio is exercised, the
Portfolio is treated as having sold the underlying security, producing long-term
or short-term capital gain or loss, depending on the holding period of the
underlying security and whether the sum of the option price received on the
exercise plus the premium received when it wrote the option is more or less than
the basis of the underlying security.

If a Portfolio 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

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exceeds its adjusted basis -- and enters into a "constructive sale" of the same
or substantially similar property, the Portfolio 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 Portfolio 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 identical 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
Portfolio holds the appreciated financial position unhedged for 60 days after
that closing (i.e., at no time during that 60-day period is the Portfolio risk
of loss regarding that position reduced by reason of certain specified
transactions with respect to substantially identical 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 Portfolio accrues income or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time the
Portfolio 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 Portfolio's 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 Portfolio 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 Portfolio's shares.

Limited Maturity Bond and Liquid Asset Portfolios may invest in municipal
bonds that are purchased with market discount (that is, at a price less than the
bond's principal amount or, in the case of a bond that was issued with OID, at a
price less than the amount of the issue price plus accrued OID) ("municipal
market discount bonds"). If a bond's market discount is less than the product of
(1) 0.25% of the redemption price at maturity times (2) the number of complete
years to maturity after the taxpayer acquired the bond, then no market discount
is considered to exist. Gain on the disposition of a municipal market discount
bond purchased by the Portfolio (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 Portfolio may elect to include market discount in its gross income
currently, for each taxable year to which it is attributable.

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Partners, Balanced, and Socially Responsive Portfolios each may acquire
zero coupon or other securities issued with OID. As the holder of those
securities, each 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 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 it actually receives. Those distributions will be made from a
Portfolio's cash assets or, if necessary, from the proceeds of the its
corresponding Portfolio's sales of portfolio securities. A Portfolio may realize
capital gains or losses from those sales, which would increase or decrease its
corresponding investment company taxable income and/or net capital gain.

PORTFOLIO TRANSACTIONS

Neuberger Berman acts as each Portfolio's principal broker (except with
respect to International Portfolio) to the extent a broker is used in the
purchase and sale of portfolio securities (other than certain securities traded
on the OTC market). Neuberger Berman may act as broker for International
Portfolio. 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 Portfolios 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
above (for example, in the secondary market), each Portfolio's policy is to seek
best execution at the most favorable prices through responsible broker-dealers
and, in the case of agency transactions, at competitive commission rates. In
selecting broker-dealers to execute transactions, NB Management considers such
factors as the price of the security, the rate of commission, the size and
difficulty of the order, the reliability, integrity, financial condition, and
general execution and operational capabilities of competing broker-dealers, and
may consider the brokerage and research services they provide to the Portfolio
or NB Management. Some of these research services may be of value to NB
Management in advising its various clients (including the Portfolios) although
not all of these services are necessarily used by NB Management in managing the
Portfolios. Under certain conditions, a Portfolio may pay higher brokerage
commissions in return for brokerage and research services, although no Portfolio
has a current arrangement to do so. In any case, each Portfolio 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.

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During the years ended December 31, 1999, 1998, and 1997, the
corresponding master series of the Growth Portfolio paid total brokerage
commissions of $_________, $906,984, and $1,297,021, respectively, of which
$_______, $389,675, and $541,724, respectively, was paid to Neuberger Berman.
Transactions in which the corresponding series used Neuberger Berman as broker
comprised ____% of the aggregate dollar amount of transactions involving the
payment of commissions, and ____% of the aggregate brokerage commissions paid by
it during the year ended December 31, 1999. ____% of the $________ paid to other
brokers by the corresponding series during the year ended December 31, 1999
(representing commissions on transactions involving approximately
$_____________) was directed to those brokers because of research services they
provided. During the year ended December 31, 1999 the corresponding series
acquired securities of the following of its regular broker-dealers
("B/Ds"):_______________________________________________________ at that date,
the series held the securities of its regular B/Ds with an aggregate value as
follows: ______________________________________________________________________.

During the years ended December 31, 1999, 1998, and 1997, the
corresponding master series of Balanced Portfolio paid total brokerage
commissions of $__________, $162,566, and $229,076, respectively, of which
$_________, $70,352, and $94,867, respectively, was paid to Neuberger Berman.
Transactions in which the series used Neuberger Berman as broker comprised ____%
of the aggregate dollar amount of transactions involving the payment of
commissions, and ____% of the aggregate brokerage commissions paid by it during
the year ended December 31, 1999. ____% of the $______ paid to other brokers by
the series during the year ended December 31, 1999 (representing commissions on
transactions involving approximately $__________ was directed to those brokers
because of research services they provided. During the year ended December 31,
1999 the series acquired securities of the following of its regular B/Ds:
_____________________________
_______________________________________________________________________________
at that date, the series held the securities of its regular B/Ds with an
aggregate value as follows:
_______________________________________________________________________________.

During the years ended December 31, 1999, 1998, 1997, the corresponding
master series of Partners Portfolio paid total brokerage commissions of
$_________, $6,312,310, $3,535,761, respectively, of which $3,663,981, and
$2,252,539, respectively, was paid to Neuberger Berman. Transactions in which
the series used Neuberger Berman as broker comprised ____% of the aggregate
dollar amount of transactions involving the payment of commissions, and ____% of
the aggregate brokerage commissions paid by it during the year ended December
31, 1999. ____% of the $_________ 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, 1999 the series
acquired securities of the following of its regular
B/Ds:___________________________

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________________________________________________________________________________
at that date, the series held the securities of its regular B/Ds with an
aggregate value as follows: ___________________________________________________.

During the years ended December 31, 1999, 1998 and 1997, the corresponding
master series of Mid Cap Growth Portfolio 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 ____% of the aggregate
dollar amount of transactions involving the payment of commissions, and ____% of
the aggregate brokerage commissions paid by it during the year ended December
31, 1999. ____% of the $______ paid to other brokers by the series during the
year ended December 31, 1999 (representing commissions on transactions involving
approximately $________) was directed to those brokers because of research
services they provided. During the year ended December 31, 1999 the series
acquired securities of its regular B/Ds:
_________________________________________________ at that date, the series held
the securities of its regular B/Ds with an aggregate value as follows: _____
_______________________________________________________________________________.

During the year ended December 31, 1999, 1998 and 1997, the corresponding
master series of Guardian Portfolio 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 ____% of the aggregate dollar
amount of transactions involving the payment of commissions, and ____% of the
aggregate brokerage commissions paid by it during the year ended December 31,
1999. ____% of the $______ paid to other brokers by the series during the year
ended December 31, 1999 (representing commissions on transactions involving
approximately $__________) was directed to those brokers because of research
services they provided. During the year ended December 31, 1999 the series
acquired securities of the following of its regular B/Ds at that date, the
series held the securities of its regular B/Ds:
____________________________________________________________________
___________________________________________________________________________ with
an aggregate value as follows:
___________________________________________________
_______________________________________________________________________________.

During the year ended December 31, 1999, corresponding master series
Liquid Asset Portfolio acquired securities of the following of its regular B/Ds:
_____________________________
_____________________________________, at that date, the series held securities
of its regular B/Ds _______________________________________________________

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with aggregate value as follows:
_____________________________________________________
_______________________________________________________________________________.

During the year ended December 31, 1999, corresponding master series of
Limited Maturity Bond Portfolio acquired securities of the following of its
regular B/Ds
______________________
________________________________________________________________________________
___ at that date, the series held securities of its Regular B/Ds with aggregate
value as follows:
________________________________________________________________________________
________________________________________________________________________________
___.

Insofar as portfolio transactions of Partners Portfolio result from active
management of equity securities, and insofar as portfolio transactions of Growth
Portfolio and Mid-Cap Growth Portfolio 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 Portfolio to brokers (including
Neuberger Berman where it acts in that capacity) may be greater than if
securities were selected solely on a long-term basis.

Portfolio securities may, from time to time, be loaned by the Equity
Portfolios 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 Portfolios
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 Portfolio in order to
re-lend them to others, Neuberger Berman may be required to pay that Portfolio,
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 Portfolio has indicated a willingness
to lend, Neuberger Berman must borrow such security from that Portfolio, 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
Portfolio. If, in any month, a Portfolio's expense exceed its income in any
securities loan transaction with Neuberger Berman, Neuberger Berman must
reimburse that Portfolio for such loss.

A committee of Independent Trustees from time to time reviews, among other
things, information relating to securities loans by the Portfolios. The
following information reflects interest income earned by each Portfolio's
corresponding master series from the cash collateralization of securities loans
through Neuberger Berman during the fiscal years ended December 31, 1999, 1998,
and 1997. As reflected below, Neuberger Berman received a portion of the
interest income from the cash collateral.

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Interest Income from
Collateralization of Amount Paid to
Portfolio Fiscal Year End Securities Loans Neuberger Berman
- --------- --------------- -------------------- ----------------
Growth 12/31/99 $________ $________
12/31/98 $ 211,900 $ 140,131
12/31/97 $ 698,938 $ 280,881
- --------------------------------------------------------------------------------
Partners 12/31/99 $________ $________
12/31/98 $ 254,699 $ 61,019
12/31/97 $ 270,744 $ 75,760
- --------------------------------------------------------------------------------
Guardian 12/31/99 $________ $________
12/31/98 $ 421 $ -0-
- --------------------------------------------------------------------------------
Mid-Cap Growth 12/31/99 $________ $________
12/31/98 $ 476 $ 354
- --------------------------------------------------------------------------------

In effecting securities transactions, each Portfolio 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
Portfolio 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 Portfolio's knowledge,
however, no affiliate of any Portfolio receives give-ups or reciprocal business
in connection with their securities transactions.

The use of Neuberger Berman as a broker for a Portfolio 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 has expressly authorized
Neuberger Berman to retain such compensation and Neuberger Berman has agreed to
comply with the reporting requirements of Section 11(a).

Under the 1940 Act, commissions paid by a Portfolio 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 Portfolio's 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 Trustees not to be comparable to the
Portfolio. The Portfolio 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

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<PAGE>

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 Portfolio's account, unless an appropriate exemption is available.

A committee of Independent Trustees from time to time reviews, among other
things, information relating to the commissions charged by Neuberger Berman to
the 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 Portfolios must be reviewed and approved no less often than
annually by a majority of the Independent Trustees.

To ensure that accounts of all investment clients, including a Portfolio,
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.

Under policies adopted by the Board of Trustees, Neuberger Berman may
enter into agency cross-trades on behalf of a Portfolio. An agency cross-trade
is a securities transaction in which the same broker acts as agent on both sides
of the trade and the broker or an affiliate has discretion over one of the
participating accounts. In this situation, Neuberger Berman would receive
brokerage commissions from both participants in the trade. The other account
participating in an agency cross-trade with a Portfolio cannot be an account
over which Neuberger Berman exercises investment discretion. A member of the
Board of Trustees who is not affiliated with Neuberger Berman reviews
confirmations of each agency cross-trade that the Portfolios participate in.

Each Portfolio 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 employees of
Neuberger Berman who are portfolio managers of some of the Portfolios and Other
NB Funds (collectively, "NB Funds") and some of Neuberger Berman's managed
accounts ("Managed Accounts") evaluates semi-annually the nature and quality of
the brokerage and research services provided by other brokers. Based on this
evaluation, the committee establishes a list and projected rankings of preferred
brokers for use in determining the relative amounts of commissions to be
allocated to those brokers. Ordinarily the brokers on the list effect a large
portion of the brokerage transactions for the NB Funds and the Managed Accounts
that are not effected by Neuberger Berman.

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<PAGE>

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 Portfolios 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 Portfolio's 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 Portfolios: Theodore P. Giuliano and Catherine
Waterworth - 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; 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 and a Managing Director or officer of Neuberger
Berman. 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 Vice
President of NB Management, will assume responsibility for the management of
Socially Responsive Portfolio. If Ms. Chang is unavailable to perform her
responsibilities, Benjamin E. Segal, a Vice President of NB Management, will
assume the responsibility for the management of International Portfolio.

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
Portfolio during the fiscal year (other than securities, including options,
foreign financial futures contracts and forward contracts, whose

88
<PAGE>

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
Portfolio 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. Each Portfolio's report shows the investments owned
by it 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.

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. The Trustees 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. As discussed above under "Investment
Information", through April 30, 2000, each Portfolio invested all of its net
investable assets in its corresponding master series of Advisers Managers Trust,
in each case receiving a beneficial interest in that series. Beginning May 1,
2000, each Portfolio invests directly in its own securities portfolio.

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. You should be aware that each Portfolio
is likely to differ from the other mutual funds in size, cash flow pattern, and
certain tax matters, and may differ in risk/return characteristics. Accordingly,
the portfolio holdings and performance of the Portfolios may vary from those of
the other mutual funds with similar names.

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

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<PAGE>

Shareholder Meetings. The Trustees 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.

CUSTODIAN AND TRANSFER AGENT

Each Portfolio 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 has selected ______________________________________________
___________________ as the independent auditors who will audit its financial
statements.

LEGAL COUNSEL

Each Portfolio 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 Portfolios.

Statements contained in this SAI and Prospectus as to the contents of any
contract or other document referred to are not necessarily complete. In each
instance reference is made to the copy

90
<PAGE>

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,
____ 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, _____.

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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

A-1
<PAGE>

than the best bonds because margins of protection may not be as large as in
Aaa-rated securities, fluctuation of protective elements may be of greater
amplitude, or there may be other elements present that make the long-term risks
appear somewhat larger than in Aaa-rated securities.

A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations; i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. These bonds lack outstanding
investment characteristics and in fact have speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period time may be small.

Caa - Bonds rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds rated Ca represent obligations that are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C - Bonds rated C are the lowest rated class of bonds, and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Modifiers - Moody's may apply numerical modifiers 1, 2, and 3 in each
generic rating classification described above. The modifier 1 indicates that the
security ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the issuer
ranks in the lower end of its generic rating category.

A-2
<PAGE>

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.

A-3
<PAGE>

APPENDIX B

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

TOTAL RETURN ANALYSIS USING CONSTANT
ASSET ALLOCATION S&P "500"/2 YR.
U.S. TREASURY NOTES

1960 - 1999

FIXED ASSET ALLOCATION COMPARISON TO 100%
S&P "500"/2 YR. TREASURY NOTES S&P "500" ALLOCATION
- ---------------------------------------------------------

100/0 (100% S&P "500")
Return _____% _____%
Volatility _____% _____%
70/30
Return _____% _____%
Volatility _____% _____%
60/40
Return _____% _____%
Volatility _____% _____%
50/50
Return _____% _____%
Volatility _____% _____%
0/100
Return _____% _____%
Volatility _____% _____%

B-1
<PAGE>

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
POST-EFFECTIVE AMENDMENT NO. 31 ON FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

Exhibit Number Description
- -------------- -----------

(a) (1) Trust Instrument of Registrant.(1)

(2) Amended and Restated Certificate of Trust of the
Registrant.(8)

(3) Amendment to Trust Instrument dated November 9, 1998.(8)

(4) Schedule A to Trust Instrument of Registrant
designating Series of Registrant.(7)

(b) (1) By-laws of Registrant.(1)

(2) Amendment to By-laws dated November 11, 1997.(5)

(3) Amendment to By-laws dated November 9, 1998.(8)

(2) By-laws of Registrant, Articles V, VI and VIII.(1)

(d) (1) Management Agreement Between Registrant and Neuberger
Berman Management Inc. (to be filed by amendment)

(2) Sub-Advisory Agreement Between Neuberger Berman
Management Inc. and Neuberger Berman, LLC with Respect
to Advisers Managers Trust (to be filed by amendment).

(e) (1) Distribution Agreement Between Registrant and Neuberger
Berman Management Inc.(1)

(2) Schedule designating series of Registrant subject to
the Distribution Agreement.(7)

(f) Bonus or Profit Sharing Contracts. None.
<PAGE>

Exhibit Number Description
- -------------- -----------

(g) (1) Custodian Contract Between Registrant and State Street
Bank and Trust Company.(2)

(2) Letter Agreement adding the International Portfolio of
Registrant to the Custodian Contract.(1)

(3) Schedule A to the Custodian Contract designating
approved foreign banking institutions and securities
depositories. (to be filed by amendment)

(4) Custodian Fee Schedule.(3)

(5) Letter Agreement adding the Mid-Cap Growth and Guardian
Portfolios of Registrant to the Custodian Contract and
Transfer Agency Agreement.(4)

(6) Schedule designating Series of Registrant subject to
Custodian Contract.(7)

(7) Letter Agreement adding the Socially Responsive
Portfolio of Registrant to the Custodian Contract and
Transfer Agency Agreement.(7)

(h) (1) Transfer Agency Agreement Between Registrant and State
Street Bank and Trust Company.(2)

(2) Administration Agreement Between Registrant and
Neuberger Berman Management Inc.(1)

(3) Form of Fund Participation Agreement. (to be filed by
amendment)

(4) Letter Agreement adding the International Portfolio of
Registrant to the Transfer Agency Agreement.(1)

(5) Reimbursement Agreement between Registrant, on behalf
of the International Portfolio, and Neuberger Berman
Management Inc.(1)

(6) Letter Agreement adding the Mid-Cap Growth and Guardian
Portfolios of Registrant to the Transfer Agency
Agreement.(4)

(7) Schedule designating series of Registrant subject to
the Administration Agreement.(7)

- 2 -
<PAGE>

Exhibit Number Description
- -------------- -----------

(8) Expense Limitation Agreement between Registrant, on
behalf of the Mid-Cap Growth and Guardian Portfolios,
and Neuberger Berman Management Inc. (to be filed by
amendment)

(9) Schedule designating series of Registrant subject to
the Transfer Agency Agreement.(7)

(10) Expense Limitation Agreement between Registrant, on
behalf of the Socially Responsive Portfolio, and
Neuberger Berman Management, Inc. (to be filed by
amendment)

(11) Letter Agreement adding the Socially Responsive
Portfolio of Registrant to the Transfer Agency
Agreement.(7)

(12) Expense Limitation Agreement between Registrant, on
behalf of the Liquid Asset, Balanced, Growth, Partners,
or Limited Maturity Bond Portfolios, and Neuberger
Berman Management Inc. (to be filed by amendment)

(13) Expense Limitation Agreement between Registrant, on
behalf of the International Portfolio, and Neuberger
Berman Management, Inc. (to be filed by amendment)

(i) Legal Opinion. (to be filed by amendment)

(j) (1) Consent of Independent Auditors. (to be filed by
amendment)

(2) Powers of Attorney. (filed herewith)

(k) Financial Statements Omitted from Prospectus. None.

(l) Initial Capital Agreements. None.

(m) (1) Plan Pursuant to Rule 12b-1.(1)

(2) Schedule designating Series of Registrant subject to
the Rule 12b-1 Plan.(7)

(n) Rule 18f-3 Plan. None

(p) Code of Ethics. (to be filed by amendment)

- 3 -
<PAGE>

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

(1) Incorporated by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-97-000091.

(2) Incorporated by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-96-000107.

(3) Incorporated by reference to Post-Effective Amendment No. 23 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-97-000094.

(4) Incorporated by reference to Post-Effective Amendment No. 25 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-97-000256.

(5) Incorporated by reference to Post-Effective Amendment No. 26 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-98-000094.

(6) Incorporated by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-98-000180.

(7) Incorporated by reference to Post-Effective Amendment No. 28 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-98-000266.

(8) Incorporated by reference to Post-Effective Amendment No. 29 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000943663-99-000074.

(9) Incorporated by reference to Post-Effective Amendment No. 30 to
Registrant's Registration Statement, File Nos. 2-88566 and 811-4255, EDGAR
Accession No. 0000891554-99-000822.

Item 24. Persons Controlled By or Under Common Control with Registrant

No person is controlled by or under common control with the Registrant
(Registrant is organized in a master/feeder fund structure, and technically may
be considered to control the master fund in which it invests, Advisers Managers
Trust.)

Item 25. Indemnification

A Delaware business trust may provide in its governing instrument for
indemnification of its officers and trustees from and against any and all claims
and demands whatsoever. Article IX,

- 4 -
<PAGE>

Section 2 of the Trust Instrument provides that the Registrant shall indemnify
any present or former trustee, officer, employee or agent of the Registrant
("Covered Person") to the fullest extent permitted by law against liability and
all expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding ("Action") in which he becomes involved as a party or
otherwise by virtue of his being or having been a Covered Person and against
amounts paid or incurred by him in settlement thereof. Indemnification will not
be provided to a person adjudged by a court or other body to be liable to the
Registrant or its shareholders by reason of "willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office" ("Disabling Conduct"), or not to have acted in good faith in the
reasonable belief that his action was in the best interest of the Registrant. In
the event of a settlement, no indemnification may be provided unless there has
been a determination that the officer or trustee did not engage in Disabling
Conduct (i) by the court or other body approving the settlement; (ii) by at
least a majority of those trustees who are neither interested persons, as that
term is defined in the Investment Company Act of 1940, of the Registrant
("Independent Trustees"), nor are parties to the matter based upon a review of
readily available facts; or (iii) by written opinion of independent legal
counsel based upon a review of readily available facts.

Pursuant to Article IX, Section 3 of the Trust Instrument, if any present
or former shareholder of any series ("Series") of the Registrant shall be held
personally liable solely by reason of his being or having been a shareholder and
not because of his acts or omissions or for some other reason, the present or
former shareholder (or his heirs, executors, administrators or other legal
representatives or in the case of any entity, its general successor) shall be
entitled out of the assets belonging to the applicable Series to be held
harmless from and indemnified against all loss and expense arising from such
liability. The Registrant, on behalf of the affected Series, shall, upon request
by such shareholder, assume the defense of any claim made against such
shareholder for any act or obligation of the Series and satisfy any judgment
thereon from the assets of the Series.

Section 9 of the Management Agreement between Advisers Managers Trust and
Neuberger Berman Management Incorporated ("NB Management") provides that neither
NB Management nor any director, officer or employee of NB Management performing
services for any Series of Advisers Managers Trust (each a "Portfolio") at the
direction or request of NB Management in connection with NB Management's
discharge of its obligations under the Agreement shall be liable for any error
of judgment or mistake of law or for any loss suffered by a Series in connection
with any matter to which the Agreement relates; provided, that nothing in the
Agreement shall be construed (i) to protect NB Management against any liability
to Advisers Managers Trust or a Series of Advisers Managers Trust or its
interest holders to which NB Management would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of NB
Management's duties, or by reason of NB Management's reckless disregard of its
obligations and duties under the Agreement, or (ii) to protect any director,
officer or employee of NB Management who is or was a Trustee or officer of
Advisers Managers Trust against any liability to Advisers Managers Trust or a
Series or its interest holders to which such person would otherwise be subject
by reason of willful misfeasance, bad faith,

- 5 -
<PAGE>

gross negligence or reckless disregard of the duties involved in the conduct of
such person's office with Advisers Managers Trust.

Section 1 of the Sub-Advisory Agreement between Advisers Managers Trust
and Neuberger Berman, LLC ("Sub-Adviser") provides that in the absence of
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or of reckless disregard of its duties and obligations under the
Agreement, the Sub-Adviser will not be subject to liability for any act or
omission or any loss suffered by any Series of Advisers Managers Trust or its
interest holders in connection with the matters to which the Agreement relates.

Section 9.1 of the Administration Agreement between the Registrant and NB
Management provides that NB Management will not be liable to the Registrant for
any action taken or omitted to be taken by NB Management in good faith and with
due care in accordance with such instructions, or with the advice or opinion, of
legal counsel for a Portfolio of the Trust or for the Administrator in respect
of any matter arising in connection with the Administration Agreement. NB
Management shall be protected in acting upon any such instructions, advice or
opinion and upon any other paper or document delivered by a Portfolio or such
legal counsel which NB Management believes to be genuine and to have been signed
by the proper person or persons, and NB Management shall not be held to have
notice of any change of status or authority of any officer or representative of
the Trust, until receipt of written notice thereof from the Portfolio. Section
12 of the Administration Agreement provides that each Portfolio of the
Registrant shall indemnify NB Management and hold it harmless from and against
any and all losses, damages and expenses, including reasonable attorneys' fees
and expenses, incurred by NB Management that result from: (i) any claim, action,
suit or proceeding in connection with NB Management's entry into or performance
of the Agreement with respect to such Portfolio; or (ii) any action taken or
omission to act committed by NB Management in the performance of its obligations
under the Agreement with respect to such Portfolio; or (iii) any action of NB
Management upon instructions believed in good faith by it to have been executed
by a duly authorized officer or representative of the Trust with respect to such
Portfolio; provided, that NB Management will not be entitled to such
indemnification in respect of actions or omissions constituting negligence or
misconduct on the part of NB Management, or its employees, agents or
contractors. Amounts payable by the Registrant under this provision shall be
payable solely out of assets belonging to that Portfolio, and not from assets
belonging to any other Portfolio of the Registrant. Section 13 of the
Administration Agreement provides that NB Management will indemnify each
Portfolio of the Registrant and hold it harmless from and against any and all
losses, damages and expenses, including reasonable attorneys' fees and expenses,
incurred by such Portfolio of the Registrant that result from: (i) NB
Management's failure to comply with the terms of the Agreement; or (ii) NB
Management's lack of good faith in performing its obligations under the
Agreement; or (iii) the negligence or misconduct of NB Management, or its
employees, agents or contractors in connection with the Agreement. A Portfolio
of the Registrant shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or misconduct on the part of that
Portfolio or its employees, agents or contractors other than NB Management,
unless such negligence or misconduct results from or is accompanied by

- 6 -
<PAGE>

negligence or misconduct on the part of NB Management, any affiliated person of
NB Management, or any affiliated person of an affiliated person of NB
Management.

Section 11 of the Distribution Agreement between the Registrant and NB
Management provides that NB Management shall look only to the assets of a
Portfolio for the Registrant's performance of the Agreement by the Registrant on
behalf of such Portfolio, and neither the Trustees nor any of the Registrant's
officers, employees or agents, whether past, present or future, shall be
personally liable therefor.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

Item 26. Business and Other Connections of Adviser and Sub-Adviser

There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or officer
of NB Management and each principal of the Sub-Adviser is, or at any time during
the past two years has been, engaged for his or her own account or in the
capacity of director, officer, employee, partner or trustee.

NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------

Philip Ambrosio Senior Vice President and Chief Financial
Senior Vice President and Officer, Neuberger Berman Inc.
Chief Financial Officer, NB
Management

Brooke A. Cobb Chief Investment Officer, Bainco International
Vice President, Investors. Senior Vice President and Senior
NB Management Portfolio Manager, Putnam Investments.(1)

Theodore P. Giuliano President and Trustee, Neuberger Berman Income
Vice President, NB Funds; President and Trustee, Neuberger Berman
Management; Managing Income Trust; President and Trustee, Income
Director, Neuberger Berman Managers Trust.

Michael M. Kassen Executive Vice President, Chief Investment
Executive Vice President and Officer and Director, Neuberger Berman Inc.
Chief Executive Officer,
NB Management

- 7 -
<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------

Jeffrey B. Lane President, Chief Executive Officer and
President and Chief Executive Director of Neuberger Berman, Inc.
Officer, Neuberger Berman

Michael F. Malouf Portfolio Manager, Dresdner RCM Global
Vice President Investors.(2)
NB Management

Robert Matza Executive Vice President, Chief Administrative
Executive Vice President and Officer and Director, Neuberger Berman, Inc.
Chief Administrative Officer,
Neuberger Berman

S. Basu Mullick Portfolio Manager, Ark Asset Management.(2)
Vice President,
NB Management

C. Carl Randolph Secretary and General Counsel, Neuberger
Senior Vice President, Berman, Inc. Assistant Secretary, Neuberger
General Counsel and Secretary, Berman Advisers Management Trust; Assistant
Neuberger Berman Secretary, Advisers Managers Trust; Assistant
Secretary, Neuberger Berman Income Funds;
Assistant Secretary, Neuberger Berman Income
Trust; Assistant Secretary, Neuberger Berman
Equity Funds; Assistant Secretary, Neuberger
Berman Equity Trust; Assistant Secretary,
Income Managers Trust; Assistant Secretary,
Equity Managers Trust; Assistant Secretary,
Global Managers Trust; Assistant Secretary,
Neuberger Berman Equity Assets; Assistant
Secretary, Neuberger Berman Equity Series.

Ingrid Saukaitis Project Director, Council on Economic
Vice President, NB Management Priorities.(1)

Heidi L. Schneider Executive Vice President and Director,
Executive Vice President, Neuberger Berman, Inc.
Neuberger Berman

Benjamin E. Segal Assistant Portfolio Manager, GT Global
Vice President, NB Investment Management,(1) Consultant, Bain &
Management, Managing Company, Inc. (1)
Director, Neuberger Berman

Jennifer K. Silver Portfolio Manager and Director, Putnum
Vice President, NB Investments. (1)
Management, Managing
Director, Neuberger Berman

- 8 -
<PAGE>

NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------

Daniel J. Sullivan Vice President, Neuberger Berman Advisers
Senior Vice President, Management Trust; Vice President, Advisers
NB Management Managers Trust; Vice President, Neuberger
Berman Income Funds; Vice President, Neuberger
Berman Income Trust; Vice President, Neuberger
Berman Equity Funds; Vice President, Neuberger
Berman Equity Trust; Vice President, Income
Managers Trust; Vice President, Equity
Managers Trust; Vice President, Global
Managers Trust; Vice President, Neuberger
Berman Equity Assets; Vice President,
Neuberger Berman Equity Series.

Peter E. Sundman Executive Vice President and Director,
President, NB Management; Neuberger Berman Inc.
Executive Vice President,
Neuberger Berman

Michael J. Weiner Vice President, Neuberger Berman Advisers
Senior Vice President, Management Trust; Vice President, Advisers
NB Management; Senior Vice Managers Trust; Vice President, Neuberger
President, Neuberger Berman Berman Income Funds; Vice President, Neuberger
Berman Income Trust; Vice President, Neuberger
Berman Equity Funds; Vice President, Neuberger
Berman Equity Trust; Vice President, Income
Managers Trust; Vice President, Equity
Managers Trust; Vice President, Global
Managers Trust; Vice President, Neuberger
Berman Equity Assets; Vice President,
Neuberger Berman Equity Series.

Allan R. White, III Portfolio Manager, Salomon Asset Management.(2)
Vice President, NB
Management; Managing
Director, Neuberger Berman

- ------------------
(1) Until 1997.

(2) Until 1998.

Item 27. Principal Underwriters

(a) Neuberger Berman Management Inc., the principal underwriter
distributing securities of the Registrant, is also the principal underwriter and
distributor for each of the following investment companies:

Neuberger Berman Equity Funds
Neuberger Berman Equity Assets
Neuberger Berman Equity Trust
Neuberger Berman Equity Series
Neuberger Berman Income Funds

- 9 -
<PAGE>

Neuberger Berman Income Trust

NB Management is also the investment adviser to the master funds in which
each of the above-named investment companies invest.

(b) Set forth below is information concerning the directors and officers
of the Registrant's principal underwriter. The principal business address of
each of the persons listed is 605 Third Avenue, New York, New York 10158-0180,
which is also the address of the Registrant's principal underwriter.

NAME POSITIONS AND OFFICES POSITIONS AND OFFICES
---- --------------------- ---------------------
WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------

Ramesh Babu Vice President None

Richard A. Cantor Chairman of the Board None

Valerie Chang Vice President None

Brooke A. Cobb Vice President None

Robert Conti Treasurer None

Robert W. D'Alelio Vice President None

Clara Del Villar Vice President None

Robert S. Franklin Vice President None

Robert I. Gendelman Vice President None

Theodore P. Giuliano Vice President and None
Director

Michael M. Kassen Vice President and None
Director

Robert L. Ladd Vice President None

Josephine Mahaney Vice President None

Michael F. Malouf Vice President None

Ellen Metzger Secretary None

S. Basu Mullick Vice President None

Janet W. Prindle Vice President None

Kevin L. Risen Vice President None

Ingrid Saukaitis Vice President None

Benjamin Segal Vice President None

Jennifer K. Silver Vice President None

Kent C. Simons Vice President None

Daniel J. Sullivan Senior Vice President Vice President

Peter E. Sundman President President and Principal
Executive Officer

- 10 -
<PAGE>

NAME POSITIONS AND OFFICES POSITIONS AND OFFICES
---- --------------------- ---------------------
WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------

Judith M. Vale Vice President None

Josephine Velez Vice President None

Catherine Waterworth Vice President None

Michael J. Weiner Senior Vice President Vice President and
Principal Financial
Officer

Allan R. White, III Vice President None

(c) No commissions or compensation were received directly or indirectly
from the Registrant by any principal underwriter who was not an affiliated
person of the Registrant.

Item 28. Location of Accounts and Records

All accounts, books and other documents required to be maintained by
Section 31 (a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder with respect to the Registrant are maintained at the
offices of State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, except for the Registrant's Trust Instrument and Bylaws,
minutes of meetings of the Registrant's Trustees and shareholders and the
Registrant's policies and contracts, which are maintained at the offices of the
Registrant, 605 Third Avenue, New York, New York 10158.

Item 29. Management Services

Other than as set forth in Parts A and B of this Registration Statement,
the Registrant is not a party to any management-related service contract.

Item 30. Undertakings

None.

- 11 -
<PAGE>

SIGNATURES

Nurberger Berman Advisers Management Trust

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 31 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, and the State of New York on the 14th day of February, 2000.

NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST

By: /s/ Peter Sundman
---------------------------
Peter Sundman
President and
Principal Executive Officer
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 31 to the Registration Statement of Neuberger
Berman Advisers Management Trust has been signed below by the following persons
in the capacities and on the date indicated.

Signature Title Date
- --------- ----- ----

*______________________ Chairman and Trustee February 14, 2000
Lawrence Zicklin

/s/ Peter Sundman President February 14, 2000
- ----------------------- (Principal Executive
Peter Sundman Officer)

*______________________ Vice President February 14, 2000
Michael J. Weiner (Principal Financial
Officer)

*______________________ Treasurer February 14, 2000
Richard Russell (Principal Accounting
Officer)

*______________________ Trustee February 14, 2000
Faith Colish

*______________________ Trustee February 14, 2000
Walter G. Ehlers

*______________________ Trustee February 14, 2000
C. Anne Harvey

*______________________ Trustee February 14, 2000
Howard A. Mileaf

*______________________ Trustee February 14, 2000
Ruth E. Salzmann
<PAGE>

*______________________ Trustee February 14, 2000
Candace L. Straight

*______________________ Trustee February 14, 2000
Peter P. Trapp

*By: /s/ Peter Sundman
-------------------------------
Peter Sundman
As Attorney-In-Fact
Pursuant to Powers of Attorney filed herewith
<PAGE>

SIGNATURES

Advisers Managers Trust

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, ADVISERS MANAGERS TRUST has duly caused this
Post-Effective Amendment No. 31 to the Registration Statement of Neuberger
Berman Advisers Management Trust to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and the State of New York on
the 14th day of February, 2000.

ADVISERS MANAGERS TRUST

By: /s/ Peter Sundman
---------------------------
Peter Sundman
President
Principal Executive Officer
<PAGE>

Signature Title Date
- --------- ----- ----

*_____________________ Chairman and Trustee February 14, 2000
Lawrence Zicklin

/s/ Peter Sundman President February 14, 2000
- ---------------------- (Principal Executive
Peter Sundman Officer)