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As filed with the Securities and Exchange Commission on April 29, 1996
File No. 811-8578
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 1
ADVISERS MANAGERS TRUST
(Exact Name of the Registrant as Specified in Charter)
605 Third Avenue
New York, New York 10158-0180
(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (212) 476-8800
Lawrence Zicklin, President
ADVISERS MANAGERS TRUST
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
(Name and Address of agent for service)
Copies to:
Jeffrey S. Puretz, Esq.
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 20005
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EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant pursuant to
Section 8(b) of the Investment Company Act of 1940, as amended. However,
beneficial interests in the series of the Registrant are not being registered
under the Securities Act of 1933, as amended, ("1933 Act") because such
interests are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2) of the 1933
Act. Investments in the Registrant's series may currently be made only by
regulated investment companies, segregated asset accounts, and certain qualified
pension and retirement plans. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any beneficial
interests in any series of the Registrant.
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Part A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
Advisers Managers Trust (the "Trust") is a diversified, no-load,
open-end management investment company that was organized as a trust under the
laws of the State of New York pursuant to a Declaration of Trust dated as of
May 24, 1994, as amended April 26, 1995.
Beneficial interests in the Trust are divided into seven separate
subtrusts or "series," each having a distinct investment objective and distinct
investment policies and limitations: AMT Balanced Investments, AMT Government
Income Investments, AMT Growth Investments, AMT Limited Maturity Bond
Investments, AMT Liquid Asset Investments, AMT Partners Investments and AMT
International Investments (each a "Series"). The assets of each Series belong
only to that Series, and the liabilities of each Series are borne solely by that
Series and no other.
Beneficial interests in the Series are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of section 4(2) of the Securities Act of 1933, as amended (the "1933
Act"). Investments in the Series may be made only by regulated investment
companies, insurance company separate accounts, and certain qualified pension
and retirement plans. This registration Statement does not constitute an offer
to sell, or the solicitation of an offer to buy, any "security" within the
meaning of the 1933 Act.
Neuberger & Berman Management Incorporated ("N&B Management") serves as
the investment manager and Neuberger & Berman, L.P. ("Neuberger & Berman")
serves as the sub-adviser of each Series. N&B Management also provides
administrative services to the Series.
INVESTMENT OBJECTIVES AND PROGRAMS
Each Series' investment objective, policies and limitations are not
fundamental unless otherwise specified in this Registration Statement. Although
non-fundamental objectives, policies and limitations may be changed by the
Trustees of the Trust ("Trustees") without investor approval, each Series
intends to notify its investors before implementing any material change in any
non-fundamental policy or limitation. Fundamental objectives, policies and
limitations may not be changed without approval of a "majority of the
outstanding voting securities" (as defined in the Investment Company Act of 1940
("1940 Act")) of the Series. There can be no assurance that any Series will
achieve its investment objective.
For an explanation of some types of investments, see "Description of
Investments." Additional investment techniques, features, and restrictions
concerning the Series' investment programs are described in Part B.
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AMT Liquid Asset Investments
The investment objective of AMT Liquid Asset Investments is to provide
the highest current income consistent with safety and liquidity. This
investment objective is fundamental and may not be changed without the approval
of the holders of a majority of the outstanding voting securities of the Series.
AMT Liquid Asset Investments invests in a portfolio of debt instruments
with remaining maturities of 397 days or less and maintains a dollar-weighted
average portfolio maturity of not more than 90 days. The Series uses the
amortized cost method of valuation to enable the Series to maintain a stable
$1.00 share price, which means that while Series shares earn income, they
should be worth the same when the shareholder sells them as when the shareholder
buys them. Of course, there is no guarantee that the Series will be able to
maintain a $1.00 share price.
AMT Liquid Asset Investments invests in high quality U.S.
dollar-denominated money market instruments of U.S. and foreign issuers,
including governments and their agencies and instrumentalities, banks and other
financial institutions, and corporations, and may invest in repurchase
agreements with respect to these instruments. The Series may invest 25% or more
of its total assets in U.S. Government and Agency securities or in certificates
of deposit or bankers' acceptances issued by domestic branches of U.S. banks.
AMT Limited Maturity Bond Investments
The investment objective of AMT Limited Maturity Bond Investments is to
provide the highest current income consistent with low risk to principal and
liquidity; and secondarily, total return. This investment objective is
fundamental and may not be changed without the approval of the holders of a
majority of the outstanding voting securities of the Series.
AMT Limited Maturity Bond Investments invests in a diversified
portfolio of fixed and variable rate debt securities and seeks to increase
income and preserve or enhance total return by actively managing average
portfolio duration in light of market conditions and trends.
AMT Limited Maturity Bond Investments invests in a diversified portfolio
of short-to-intermediate-term U.S. Government and Agency securities and debt
securities issued by financial institutions, corporations, and others, primarily
investment grade. These securities include mortgage-backed and asset-backed
securities, repurchase agreements with respect to U.S. Government and Agency
securities, and foreign investments. AMT Limited Maturity Bond Investments may
invest up to 10% of its net assets, measured at the time of investment, in debt
securities rated below investment grade, or in unrated securities determined to
be of comparable quality by N&B Management ("comparable unrated securities").
Debt securities rated below Baa by Moody's Investors Services, Inc. ("Moody's")
and below BBB by Standard & Poor's Ratings Group ("S&P") are considered to be
below investment grade. Securities rated below investment grade as well as
comparable unrated securities are often considered to be speculative and usually
entail greater risk. AMT Limited Maturity Bond Investments will invest in debt
securities rated no lower than B by Moody's or S&P or comparable unrated
securities. AMT Limited Maturity Bond Investments may invest up to 5% of its
net assets, measured at the time of investment, in municipal securities when N&B
Management believes such securities may outperform other available issues. The
Series may purchase and sell covered call and put options, interest-rate futures
contracts, and options on those futures contracts and may engage in lending
portfolio securities. The Series' dollar-weighted average portfolio duration
may range up to four years. For more information on lower
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rated securities, see "Ratings of Securities" in Part A, "Fixed Income
Securities" in Part B, and "Investment Policies and Limitations" in Part B.
AMT Government Income Investments
The investment objective of AMT Government Income Investments is to
provide a high level of current income and total return, consistent with safety
of principal. This investment objective is non-fundamental.
AMT Government Income Investments invests in a diversified portfolio of
fixed and variable rate debt securities and seeks to increase income and
preserve or enhance total return by actively managing average portfolio duration
in light of market conditions and trends.
AMT Government Income Investments invests at least 65% of its total
assets in U.S. Government and Agency securities, with an emphasis on U.S.
Government mortgage-backed securities. In addition, the Series invests at least
25% of its total assets in mortgage-backed securities (including U.S. Government
mortgage-backed securities) and asset-backed securities. The Series may also
invest in investment grade debt securities, including foreign investments and
securities issued by financial institutions and corporations, and may purchase
and sell covered call and put options, interest-rate and foreign currency
futures contracts, and options on those futures contracts. Although there are
no restrictions on the duration composition of its portfolio of securities, the
Series anticipates that it normally will invest in intermediate-term and
longer-term securities, but will remain flexible to respond to market conditions
and interest rate trends. The Series may engage in lending portfolio securities,
short-term trading, purchasing forward commitments on securities, and repurchase
agreements, and may use leverage. The investment program of the Series is
intended to protect principal by focusing on the credit quality of the issuers.
Principal may, however, be at risk due to market rate fluctuations.
AMT Growth Investments
The investment objective of AMT Growth Investments is to seek capital
appreciation without regard to income. This investment objective is fundamental
and may not be changed without the approval of the holders of a majority of the
outstanding voting securities of the Series.
AMT Growth Investments generally invests in securities believed to have
the maximum potential for long-term capital appreciation. It does not seek to
invest in securities that pay dividends or interest, and any such income is
incidental. The Series expects to be almost fully invested in common stocks,
often of companies that may be temporarily out of favor in the market.
The Series' aggressive growth investment program involves greater risks
and share price volatility than programs that invest in more conservative
securities. Moreover, the Series does not follow a policy of active trading for
short-term profits. Accordingly, the Series may be more appropriate for
investors with a longer-range perspective. The Series uses a "growth at a
reasonable price" investment approach. When N&B Management believes that
particular securities have greater potential for long-term capital appreciation,
the Series may purchase such securities at prices with higher multiples to
measures of economic value (such as earnings or cash flow) than other Series.
In addition, the Series focuses on companies with strong balance sheets and
reasonable valuations relative to their growth rates. It also diversifies its
investments into many companies and industries.
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AMT Partners Investments
The investment objective of AMT Partners Investments is to seek capital
growth. This investment objective is non-fundamental.
AMT Partners Investments invests primarily in common stocks of
established companies, using the value-oriented investment approach. The Series
seeks capital growth through an investment approach that is designed to increase
capital with reasonable risk. Its investment program seeks securities believed
to be undervalued based on strong fundamentals such as low price-to-earnings
ratios, consistent cash flow, and support from asset values.
Up to 15% of the Series' net assets, measured at the time of investment,
may be invested in corporate debt securities rated below investment grade or in
unrated securities determined to be of comparable quality by N&B Management
("comparable unrated securities"). Securities rated below investment grade as
well as comparable unrated securities are often considered to be speculative and
usually entail greater risk. For more information on lower rated securities,
see "Ratings of Securities" in Part A, "Fixed Income Securities" in Part B,
and "Investment Policies and Limitations" in Part B.
AMT Balanced Investments
The investment objective of AMT Balanced Investments is long-term
capital growth and reasonable current income without undue risk to principal.
This investment objective is fundamental and may not be changed without the
approval of the holders of a majority of the outstanding voting securities of
the Series.
N&B Management anticipates that the Series' investments will normally be
managed so that approximately 60% of the Series' total assets will be invested
in common stocks and the remaining assets will be invested in debt securities.
However, depending on N&B Management's views regarding current market trends,
the common stock portion of the Series' investments may be adjusted downward to
as low as 50% or upward to as high as 70%. At least 25% of the Series' assets
will be invested in fixed income securities.
N&B Management has analyzed the total return performance and volatility
over the last 36 years of the Standard & Poor's "500" Composite Stock Price
Index ("S&P 500"), an unmanaged average widely considered as representative of
general stock market performance. It has compared the performance and
volatility of the S&P "500" to that of several model balanced portfolios, each
consisting of a different fixed allocation of the S&P "500" and U.S. Treasury
Notes having maturities of 2 years. The comparison reveals that the model
balanced portfolio in which 60% was allocated to the S&P "500" (with the
remaining 40% in 2-year U.S. Treasury Notes) was able to achieve 88.4% of the
performance of the S&P "500", with only 63.5% of the volatility. Those model
balanced portfolios in which 70% and 50% were allocated to the S&P "500" were
able to achieve 91.6% and 85.1%, respectively, of the performance of the S&P
"500", with only 72.4% and 54.9% of the volatility, respectively. While the
underlying securities in the model balanced portfolios are not identical to the
anticipated investments by AMT Balanced Investments and represent past
performance, N&B Management believes that the results of its analysis show the
potential benefits of a balanced investment approach.
In the common stock portion of its investments, AMT Balanced Investments
will utilize the same approach and investment techniques employed by N&B
Management in managing AMT Growth Investments, by investing in a combination of
common stocks that N&B Management believes have the maximum potential for
long-term capital appreciation. This portion of the Series does not seek to
invest
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in securities that pay dividends or interest, and any such income is incidental.
In the debt securities portion of its investments, AMT Balanced Investments will
utilize the same approach and investment techniques employed by N&B Management
in managing AMT Limited Maturity Bond Investments, by investing in a diversified
portfolio of limited duration debt securities. AMT Balanced Investments may
invest up to 10% of the debt securities portion of its investments, measured at
the time of investment, in debt securities rated below investment grade or in
unrated securities determined to be of comparable quality by N&B Management
("comparable unrated securities"). Debt securities rated below Baa by Moody's
and below BBB by S&P are considered to be below investment grade. Securities
rated below investment grade as well as comparable unrated securities are often
considered to be speculative and usually entail greater risk. AMT Balanced
Investments will invest in debt securities rated no lower than B by Moody's or
S&P or comparable unrated securities. For more information on lower rated
securities, see "Ratings of Securities" in Part A, "Fixed Income Securities" in
Part B, and "Investment Policies and Limitations" in Part B.
AMT International Investments
The investment objective of AMT International Investments is to seek
long-term capital appreciation by investing primarily in a diversified portfolio
of equity securities of foreign issuers. This investment objective is
non-fundamental. Foreign issuers are issuers organized and doing business
principally outside the U.S. and include non-U.S. governments, their agencies,
and instrumentalities.
The Series will invest primarily in equity securities of medium-to-large
capitalization companies, determined in relation to their respective national
markets, traded on foreign exchanges. The Series normally invests in at least
three foreign countries. The strategy of N&B Management is to select attractive
investment opportunities outside the U.S., allocating the Series' assets among
investments in economically mature countries and emerging industrialized
countries. At least 65% of the Series' total assets normally will be invested
in equity securities of foreign issuers. The Series may invest more heavily in
certain countries than in others. From time to time, the Series may invest a
significant part of its assets in Japan. See "Description of Investments" in
Part A.
The Series may also invest in foreign securities in the form of American
Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global
Depositary Receipts (GDRs), International Depositary Receipts (IDRs) or other
similar securities representing an interest in securities of foreign issuers,
and may purchase foreign corporate and government debt securities.
Because the Portfolio, through its corresponding Series, invests
primarily in foreign securities, it may be subject to greater risks and higher
expenses than equity funds that invest primarily in securities of U.S. issuers.
Such risks may be even greater in emerging industrialized and less developed
countries.
The risks of investing in foreign securities include, but are not
limited to, possible adverse political and economic developments in a particular
country, differences between foreign and U.S. regulatory systems, and foreign
securities markets that are smaller and less well-regulated than those in the
U.S. There is often less information publicly available about foreign issuers,
and many foreign countries do not follow the financial accounting standards used
in the U.S. Most of the securities held by the Series are denominated in
foreign currencies, and the value of these investments can be adversely affected
by fluctuations in foreign currency values. Some foreign currencies can be
volatile and may be subject to governmental controls or intervention. The
Series may use techniques such as options, futures, forward foreign currency
exchange contracts ("forward contracts"), and short selling, for hedging
purposes and in an attempt to realize income. The Series may also use leverage
to facilitate transactions entered into by the Series for hedging purposes. The
use of these strategies may entail special risks.
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For more details about investments of the Series, see "Description of
Investments" in Part A.
Short-Term Trading; Portfolio Turnover
AMT Government Income Investments may engage in short-term trading to a
substantial degree to take advantage of anticipated changes in interest rates.
This investment policy may be considered speculative. Although none of the
other Series purchases securities with the intention of profiting from
short-term trading, each Series may sell portfolio securities prior to maturity
when the investment adviser believes that such action is advisable. The
portfolio turnover for the period from May 1 (commencement of operations)
through December 31, 1995 for AMT Balanced Investments, AMT Government Income
Investments, AMT Growth Investments, AMT Limited Maturity Bond Investments and
AMT Partners Investments were 55%, 64%, 35%, 78%, and 98%, respectively.
It is anticipated that the annual portfolio turnover rate of AMT
Government Income Investments, and AMT Partners Investments generally will
exceed 100%. It is anticipated that the annual portfolio turnover rate of AMT
Growth Investments and AMT Limited Maturity Bond Investments in some fiscal
years may exceed 100%.
Turnover rates in excess of 100% may result in higher costs (which are
borne directly by the Series) and a possible increase in short-term capital
gains (or losses).
Ratings of Securities
HIGH QUALITY DEBT SECURITIES (ALL SERIES). High quality debt securities are
securities that have received a rating from at least one nationally recognized
statistical rating organization ("NRSRO"), such as S&P or Moody's, in one of the
two highest rating categories (the highest category in the case of commercial
paper) or, if not rated by any NRSRO, such as U.S. Government and Agency
securities, have been determined by N&B Management to be of comparable quality.
If a security has been rated by two or more NRSROs, at least two of them must
have given the security a high quality rating in order for AMT Liquid Asset
Investments to invest in that security.
INVESTMENT GRADE DEBT SECURITIES (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). "Investment grade" debt securities are those receiving one of the
four highest ratings from Moody's, S&P, or another NRSRO or, if unrated by any
NRSRO, deemed comparable by N&B Management to such rated securities under
guidelines established by the Trustees. 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.
If the quality of securities held by any Series (other than AMT Liquid
Asset Investments) deteriorates so that the securities would no longer satisfy
its standards, the Series will engage in an orderly disposition of the
downgraded securities to the extent necessary to ensure that the Series'
holdings of such securities will not exceed 5% of the Series' net assets. AMT
Liquid Asset Investments, in accordance with Rule 2a-7 under the Investment
Company Act of 1940, will consider disposing of its securities.
LOWER-RATED SECURITIES (AMT INTERNATIONAL, BALANCED, LIMITED MATURITY BOND AND
PARTNERS INVESTMENTS). Debt securities rated lower than Baa by Moody's or BBB
by S&P and debt securities determined to be of comparable quality by N&B
Management ("comparable unrated securities") are considered to be below
investment grade. AMT International Investments may invest up to 5% of its net
assets, measured at the time of investment, in debt securities including those
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rated below investment grade or comparable unrated securities. AMT Limited
Maturity Bond Investments may invest up to 10% of its net assets, measured at
the time of investment, in debt securities rated below investment grade, but
rated no lower than B by Moody's or S&P, or comparable unrated securities. AMT
Balanced Investments may invest up to 10% of the debt securities portion of its
investments, measured at the time of investment, in debt securities rated below
investment grade, but rated no lower than B by Moody's or S&P, or comparable
unrated securities. AMT Partners Investments may invest up to 15% of its net
assets, measured at the time of investment, in debt securities rated below
investment grade or comparable unrated securities. Securities rated below
investment grade ("junk bonds") are deemed by Moody's and S&P (or foreign
statistical rating organizations) to be predominantly speculative with respect
to the issuer's capacity to pay interest and repay principal in accordance with
the terms of the obligations.
Those debt securities in the lowest rating categories may involve a
substantial risk of default or may be in default. Changes in economic conditions
or developments regarding the individual issuer are more likely to cause price
volatility and weaken the capacity of the issuers of such securities to make
principal and interest payments than is the case for higher grade debt
securities. An economic downturn affecting the issuer may result in an increased
incidence of default and a decline in prices of the issuer's lower-rated
securities. In the case of lower-rated securities structured as zero-coupon or
pay-in-kind securities, their market prices are affected to a greater extent by
interest rate changes, and therefore tend to be more volatile than securities
that pay interest periodically and in cash.
The market for lower-rated securities may be thinner and less active
than for higher-rated securities. The secondary market in which debt securities
rated below investment grade and comparable unrated securities are traded is
generally less liquid than the market for higher grade debt securities. Less
liquidity in the secondary trading market could adversely affect the price at
which a Series could sell a debt security rated below investment grade, or a
comparable unrated security, and could adversely affect the daily net asset
value of the Series' shares. At times of less liquidity, it may be more
difficult to value a debt security rated below investment grade, or a comparable
unrated security, because such valuation may require more research, and elements
of judgment may play a greater role in the valuation because there is less
reliable, objective data available. N&B Management will invest in such
securities only when it concludes that the anticipated return to the Portfolio
on such an investment warrants exposure to the additional level of risk. A
further description of Moody's and S&P's ratings is included in Part B.
The value of the fixed income securities in which a Series may invest,
measured in the currency in which they are denominated, is likely to decline in
times of rising interest rates. Conversely, when rates fall, the value of a
Series' fixed income investments may rise. The longer the period remaining to
maturity, the more pronounced is the effect of interest rate changes on the
value of a security.
Borrowings
ALL SERIES (EXCEPT AMT GOVERNMENT INCOME AND INTERNATIONAL INVESTMENTS). Each of
the Series has a fundamental policy that it may not borrow money, except that it
may (1) borrow money from banks for temporary or emergency purposes and not for
leveraging or investment and (2) enter into reverse repurchase agreements for
any purpose, so long as the aggregate amount of borrowings and reverse
repurchase agreements does not exceed one-third of the Series' total assets
(including the amount borrowed) less liabilities (other than borrowings). None
of these Series expects to borrow money. As a non-fundamental policy, none of
these Series may purchase portfolio securities if its outstanding borrowings,
including reverse repurchase agreements, exceed 5% of its total assets. Dollar
rolls are treated as reverse repurchase agreements.
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AMT GOVERNMENT INCOME INVESTMENTS. AMT Government Income Investments, as a
fundamental policy, may borrow money from banks for any purpose, including to
meet redemptions and increase the amount available for investment, and enter
into reverse repurchase agreements (including dollar rolls) for any purpose, so
long as the aggregate amount of borrowings and reverse repurchase agreements
does not exceed one-third of the Series' total assets (including the amount
borrowed) less liabilities (other than borrowings). Leveraging (borrowing) to
increase amounts available for investment may exaggerate the effect on net asset
value of any increase or decrease in the market value of the securities of the
Series. Money borrowed for leveraging will be subject to interest costs which
may or may not be recovered by income and appreciation of the securities
purchased.
AMT INTERNATIONAL INVESTMENTS. AMT International Investments has a fundamental
policy that it may not borrow money, except that it may (1) borrow money from
banks and (2) enter into reverse repurchase agreements for any purpose, so long
as the aggregate amount of borrowings and reverse repurchase agreements does not
exceed one-third of the Series' total assets (including the amount borrowed)
less liabilities (other than borrowings).
The Series may borrow money from banks to facilitate transactions
entered into by the Series for hedging purposes, which is a form of leverage.
This leverage may exaggerate changes in the net asset value of the Portfolio's
shares and the gains and losses on the Series' investments. Leverage also
creates interest expenses; if those expenses exceed the return on transactions
that borrowings facilitate, the Series will be in a worse position than if it
had not borrowed. The use of derivatives in connection with leverage may create
the potential for significant losses. The Series may pledge assets in
connection with permitted borrowings.
ALL SERIES. Currently, the State of California imposes borrowing limitations on
variable insurance product funds. To comply with these limitations, each Series,
as a matter of operating policy, has undertaken that it will not borrow more
than 10% of its net asset value when borrowing for any general purpose and will
not borrow more than 25% of its net asset value when borrowing as a temporary
measure to facilitate redemptions. For these purposes, net asset value is the
market value of all investments or assets owned less outstanding liabilities at
the time that any new or additional borrowing is undertaken.
Other Investments
For temporary defensive purposes, all Series (except AMT International
Investments) may each invest up to 100% of its total assets in cash and cash
equivalents, U.S. Government and Agency Securities, commercial paper and certain
other money market instruments, as well as repurchase agreements collateralized
by the foregoing. Also, for temporary defensive purposes, AMT Limited Maturity
Bond, Government Income, and Balanced Investments (fixed income portion only)
may adopt shorter weighted average duration than normal, and AMT Liquid Asset
Investments may adopt shorter weighted average maturity than normal.
For temporary defensive purposes, AMT International Investments may
invest up to 100% of its total assets in short-term foreign and U.S. investments
such as cash or cash equivalents, commercial paper, short-term bank obligations,
government and agency securities and repurchase agreements. The Series may also
invest in such instruments to ensure adequate liquidity or to provide collateral
to be held in segregated accounts.
To the extent that a Series is invested in temporary defensive
instruments, it will not be pursuing its investment objective.
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Duration
Duration is a measure of the sensitivity of debt securities to changes
in market interest rates, based on the entire cash flow associated with the
securities, including payments occurring before the final repayment of
principal. N&B Management utilizes duration as a tool in portfolio selection
instead of the more traditional measure known as "term to maturity" in portfolio
selection for AMT Limited Maturity Bond and AMT Government Income Investments,
and for the debt securities portion of AMT Balanced Investments. "Term to
maturity" measures only the time until a debt security provides its final
payment, taking no account of the pattern of the security's payments prior to
maturity. Duration incorporates a bond's yield, coupon interest payments, final
maturity and call features into one measure. Duration therefore provides a more
accurate measurement of a bond's likely price change in response to a given
change in market interest rates. The longer the duration, the greater the
bond's price movement will be as interest rates change. For any fixed income
security with interest payments occurring prior to the payment of principal,
duration is always less than maturity.
Futures, options, and options on futures have durations which are
generally related to the duration of the securities underlying them. Holding
long futures or call option positions will lengthen a Series' duration by
approximately the same amount as would holding an equivalent amount of the
underlying securities. Short futures or put options have durations roughly
equal to the negative 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
prepayment rates are critical in determining the securities' interest rate
exposure. In these and other similar situations, N&B Management, where
permitted, will use more sophisticated analytical techniques that incorporate
the economic life of a security into the determination of its interest rate
exposure.
DESCRIPTION OF INVESTMENTS
In addition to the securities referred to in "Investment Programs"
herein, some or all of the Series, as indicated below, may make the following
investments, among others, individually or in combination, although a Series
may not necessarily buy any or all of the types of securities or use any or
all of the investment techniques that are described. These investments may
be limited by the requirements with which the Series must comply if investors
in the Series are to qualify as regulated investment companies for tax
purposes. The use of hedging or other techniques is discretionary and no
representation is made that the risk of any Series will be reduced by the
techniques discussed in this section. For additional information on the
following investments and on other types of investments the Series may make,
see Part B.
U.S. GOVERNMENT AND AGENCY SECURITIES (ALL SERIES). U.S. Government securities
are obligations of the U.S.Treasury backed by the full faith and credit of the
United States. U.S. Government Agency securities are issued or guaranteed by
U.S. Government agencies, instrumentalities, or other U.S. Government-sponsored
enterprises, such as the Government National Mortgage Association ("GNMA"),
Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage
Corporation ("FHLMC"), Student Loan Marketing Association, Tennessee Valley
Authority, and various federally
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chartered or sponsored banks. Agency securities may be backed by the full faith
and credit of the United States, the issuer's ability to borrow from the U.S.
Treasury, subject to the Treasury's discretion in certain cases, or only by the
credit of the issuer. U.S. Government and Agency securities include certain
mortgage-backed securities. The market prices of U.S. Government securities are
not guaranteed by the government and generally fluctuate with changing interest
rates.
ILLIQUID SECURITIES (ALL SERIES). Each Series may invest up to 10% of its net
assets in securities that are illiquid, in that they cannot be expected to be
sold within seven days at approximately the price at which they are valued.
Due to the absence of an active trading market, a Series may experience
difficulty in valuing or disposing of illiquid securities. N&B Management
determines the liquidity of the Series' securities, under supervision of the
Trustees. Securities which are freely tradeable in their country of origin or
in their principal market will not be considered illiquid securities even if
they are not registered for sale in the U.S.
FOREIGN SECURITIES (ALL SERIES). All Series may invest in U.S.
dollar-denominated foreign securities. Foreign securities are those of issuers
organized and doing business principally outside the U.S., including non-U.S.
governments, their agencies, and instrumentalities. All Series, except AMT
Liquid Asset Investments, may also invest in foreign securities denominated in
or indexed to foreign currencies, which may also be affected by the fluctuation
of the foreign currencies relative to the U.S. dollar, irrespective of the
performance of the underlying investment. N&B Management considers these
factors in making investments for the Series. AMT Limited Maturity Bond,
Balanced, International and Government Income Investments may enter into forward
foreign currency contracts or futures contracts (agreements to exchange one
currency for another at a future date) and related options to manage currency
risks and to facilitate transactions in foreign securities. Although these
contracts can protect the Series from adverse exchange rate changes, they
involve a risk of loss if N&B Management fails to predict foreign currency
values correctly.
AMT Growth, Partners and Balanced Investments may each invest up to 10%
of the value of its total assets, measured at the time of investment, in foreign
securities that are issued by non-United States entities. The 10% limitation
does not apply with respect to foreign securities that are denominated in U.S.
dollars, including ADRs. Foreign securities (including those denominated in
U.S. dollars and ADRs) are affected by political or economic developments in
foreign countries.
AMT International Investments may invest in ADRs, EDRs, GDRs, and IDRs.
ADRs (sponsored or unsponsored) are receipts typically issued by a U.S. bank or
trust company evidencing its ownership of the underlying foreign securities.
Most ADRs are denominated in U.S. dollars and are traded on a U.S. stock
exchange. Issuers of the securities underlying unsponsored ADRs are not
contractually obligated to disclose material information in the U.S. and,
therefore, there may not be a correlation between such information and the
market value of the unsponsored ADR. EDRs and IDRs are receipts typically
issued by a European bank or trust company evidencing its ownership of the
underlying foreign securities. GDRs are receipts issued by either a U.S. or
non-U.S. banking institution evidencing its ownership of the underlying foreign
securities and are often denominated in U.S. dollars.
Investments in foreign securities could be affected by factors generally
not thought to be present in the U.S. Such factors include, but are not limited
to, varying custody, brokerage and settlement practices; difficulty in pricing
some foreign securities; less public information about issuers of securities;
less governmental regulation and supervision over issuance and trading of
securities; the unavailability of financial information or the difficulty of
interpreting financial information prepared under foreign accounting standards;
less liquidity and more volatility in foreign securities markets; the
possibility of
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expropriation; the imposition of foreign withholding and other taxes; political,
social, or diplomatic developments; limitations on the movement of funds or
other assets of the Series between different countries; difficulties in invoking
legal process abroad and enforcing contractual obligations; and the difficulty
of assessing economic trends in foreign countries. Investment in foreign
securities also involves higher brokerage and custodian expenses than does
investment in domestic securities.
In addition, investing in securities of foreign companies and
governments may involve other risks which are not ordinarily associated with
investing in domestic securities. These risks include changes in currency
exchange rates and currency exchange control regulations or other foreign or
U.S. laws or restrictions applicable to such investments or devaluations of
foreign currencies. A decline in the exchange rate would reduce the value of
certain portfolio securities irrespective of the performance of the underlying
investment. In addition, a Series may incur costs in connection with conversion
between various currencies. Investments in depositary receipts (whether or not
denominated in U.S. dollars) may be subject to exchange controls and changes in
rates of exchange with the U.S. dollar because the underlying security is
usually denominated in foreign currency. All of the foregoing risks may be
intensified in emerging industrialized and less developed countries.
JAPANESE INVESTMENTS (AMT INTERNATIONAL INVESTMENTS). AMT International
Investments may invest a substantial portion of its assets in securities of
Japanese issuers. The performance of the Series may therefore be
significantly affected by events affecting the Japanese economy and the exchange
rate between the Japanese yen and the U.S. dollar. Japan has experienced a
severe recession, including a decline in real estate values and other events
that adversely affected the balance sheets of many financial institutions and
indicate that there may be structural weaknesses in the Japanese financial
system. The effects of this economic downturn may be felt for a considerable
period and are being exacerbated by the currency exchange rate. Japan is
undergoing a period of political instability, which may undercut its ability to
promptly resolve trading disputes with the U.S. 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.
Japanese economic prospects may be affected by the political and military
situations of its near neighbors, notably North and South Korea, China and
Russia.
FOREIGN CORPORATE AND GOVERNMENT DEBT SECURITIES (AMT INTERNATIONAL
INVESTMENTS). The Series may invest up to 5% of its net assets, measured at the
time of investment, in U.S. dollar-denominated and non-U.S. dollar-denominated
corporate and government debt securities of foreign issuers. The Series may
invest in debt securities of any rating, including those rated below investment
grade and unrated securities.
FOREIGN CURRENCY TRANSACTIONS (ALL SERIES EXCEPT AMT LIQUID ASSET INVESTMENTS).
Each of these Series may enter into forward foreign currency exchange contracts
in order to protect against adverse changes in future foreign currency exchange
rates, to facilitate transactions in foreign securities and to repatriate
dividend or interest income received in foreign currencies. A Series may enter
into contracts to purchase foreign currencies to protect against an anticipated
rise in the U.S. dollar price of securities it intends to purchase. A Series
may also enter into contracts to sell foreign currencies to protect against a
decline in value of its foreign currency denominated portfolio securities due to
a decline in the value of foreign currencies against the U.S. dollar. Contracts
to sell foreign currency could limit any potential gain which might be realized
by a Series if the value of the hedged currency increased.
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A Series may also enter into forward foreign currency exchange contracts
for non-hedging purposes when the investment adviser anticipates that the
foreign currency will appreciate or depreciate in value, but securities
denominated in that currency do not present attractive investment opportunities
and are not held in the Series. A Series may also engage in cross-hedging by
using forward contracts in one currency to hedge against fluctuations in the
value of securities denominated in a different currency if the investment
adviser believes that there is a pattern of correlation between the two
currencies.
If a Series enters into a forward currency exchange contract to sell
foreign currency, it may be required to place cash or high grade liquid debt
securities in a segregated account in an amount equal to the value of the
Series' total assets committed to the consummation of the forward contract.
Although these contracts can protect a Series from adverse exchange rates, they
involve risk of loss if N&B Management fails to predict foreign currency values
correctly.
PUT AND CALL OPTIONS, FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS (ALL
SERIES EXCEPT AMT LIQUID ASSET INVESTMENTS). Each of these Series may try to
reduce the risk of securities price changes (hedge) or generate income by
writing (selling) covered call options against securities held in its portfolio
having a market value not exceeding 10% of its net assets and may purchase call
options in related closing transactions. The purchaser of a call option
acquires the right to buy a portfolio security at a fixed price during a
specified period. The maximum price the seller may realize on the security
during the option period is the fixed price. The seller continues to bear the
risk of a decline in the security's price, although this risk is reduced by the
premium received for the option.
AMT Limited Maturity Bond, Government Income, and Balanced Investments
also may try to manage portfolio duration by (1) entering into interest-rate
futures contracts traded on futures exchanges and (2) purchasing and writing
options on futures contracts.
AMT Limited Maturity Bond, Government Income, and Balanced Investments
also may try to reduce the risk of securities price changes and expected changes
in prevailing currency exchange rates (hedge) and may write covered call options
and purchase put options on debt securities in their portfolios or on foreign
currencies for hedging purposes or for the purpose of producing income. Each of
these Series will write call options on a security or currency only if it holds
that security or currency or has the right to obtain the security or currency at
no additional cost. These investment practices involve certain risks, including
transactional expense, price volatility and a high degree of leverage. A Series
may engage in transactions in futures contracts and related options only as
permitted by regulations of the Commodity Futures Trading Commission.
AMT International Investments may enter into futures contracts and
purchase and sell options on such contracts on both the U.S. and foreign
exchanges for hedging and non-hedging purposes. AMT International Investments
may (1) enter into futures contracts on debt securities, interest rates,
securities indices, and currencies and (2) purchase and write options on futures
contracts.
AMT International Investments may purchase and write put and call
options on foreign currencies for the purpose of protecting against declines in
the dollar value of foreign portfolio securities and against increases in the
U.S. dollar cost of foreign securities to be acquired. The Series may also use
options on foreign currencies to cross-hedge. In addition, the Series may
purchase call or put options on currencies for non-hedging purposes when the
investment adviser expects that the currency will appreciate or depreciate in
value, but the securities denominated in that currency do not present attractive
investment opportunities and are not held in the Series. Options on foreign
currencies to be written or purchased by the Series will be traded on U.S.
and foreign exchanges or over-the-counter. Options on foreign currencies
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which are traded in the over-the-counter market may be considered to be
illiquid securities and subject to the restriction on illiquid securities.
(See "Illiquid Securities," above.)
To realize greater income than would be realized on portfolio securities
transactions alone, AMT International Investments may write call and put options
on any securities in which it may invest or options on any securities index
based on securities in which the Series may invest. The Series will not write a
call option on a security or currency unless it owns the underlying security or
currency or has the right to obtain it at no additional cost.
The writing and purchasing of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions including transactional expense,
price volatility and a high degree of leverage. AMT International Investments
pays brokerage commissions or spreads in connection with its options
transactions, as well as for purchases and sales of underlying securities or
currency. The writing of options could result in significant increases in the
Series' turnover rate.
The primary risks in using put and call options, futures contracts, and
options on futures contracts, and forward foreign currency contracts or options
on foreign currencies ("Hedging Instruments") are (1) imperfect correlation or
no correlation between changes in market value of the securities held by the
Series and the prices of the Hedging Instruments; (2) possible lack of a liquid
secondary market for Hedging Instruments and the resulting inability to close
out a Hedging Instrument when desired; (3) the fact that the skills needed to
use Hedging Instruments are different from those needed to select the Series'
securities; (4) the fact that, although use of these 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 the Series to purchase or
sell a security at a time that would otherwise be favorable for it to do so, or
the possible need for the Series to sell a security at a disadvantageous time,
due to its need to maintain "cover" or to segregate securities in connection
with its use of these instruments. Futures, options and forward foreign
currency contracts are considered derivatives.
FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES (ALL SERIES EXCEPT AMT LIQUID
ASSET INVESTMENTS). In a when-issued or forward commitment transaction, a
Series commits to purchase securities in order to secure an advantageous price
and yield at the time of the commitment and pays for the securities when they
are delivered at a future date (generally within three months). If the seller
fails to complete the sale, a Series may lose the opportunity to obtain a
favorable price and yield. When-issued securities or securities subject to a
forward commitment may decline or increase in value during the period from the
Series' investment commitment to the settlement of the purchase which may
magnify fluctuation in the Series' NAV.
INDEXED SECURITIES (AMT INTERNATIONAL, LIMITED MATURITY BOND, GOVERNMENT INCOME
AND BALANCED INVESTMENTS). Each of these Series may invest in indexed
securities whose value is linked to currencies, interest rates, commodities,
indices, or other financial indicators. Most indexed securities are
short-to-intermediate term fixed-income securities whose values at maturity or
interest rates rise or fall according to the change in one or more specified
underlying instruments. Indexed securities may be positively or negatively
indexed (i.e., their value may increase or decrease if the underlying instrument
appreciates), and may have return characteristics similar to direct investments
in the underlying instrument or to one or more options on the underlying
instrument. Indexed securities may be more volatile than the underlying
instrument itself.
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REPURCHASE AGREEMENTS/SECURITIES LOANS (ALL SERIES). Each Series may enter into
repurchase agreements and lend securities from its portfolio. In a repurchase
agreement, a Series buys a security from a Federal Reserve member bank (or with
respect to AMT International Investments, from a foreign bank or U.S. branch or
agency of a foreign bank), or a securities dealer and simultaneously agrees to
sell it back at a higher price, at a specified date, usually less than a week
later. The underlying securities must fall within the Series' investment
policies and limitations (but not limitations as to maturity or duration). Each
Series also may lend portfolio securities to banks, brokerage firms, or
institutional investors to earn income. Costs, delays or losses could result if
the selling party to a repurchase agreement or the borrower of portfolio
securities becomes bankrupt or otherwise defaults. N&B Management monitors the
creditworthiness of sellers and borrowers.
REVERSE REPURCHASE AGREEMENTS (ALL SERIES) AND DOLLAR ROLLS (AMT LIMITED
MATURITY BOND, GOVERNMENT INCOME, AND BALANCED INVESTMENTS). In a reverse
repurchase agreement, a Series sells securities to a bank or securities dealer
and at the same time agrees to repurchase the same securities at a later date at
a fixed price. During the period before the repurchase, the Series continues to
receive principal and interest payments on the securities. In a dollar roll, a
Series sells securities for delivery in the current month and simultaneously
contracts to repurchase substantially similar (same type and coupon) securities
on a specified future date from the same party. During the period before the
repurchase, the Series forgoes principal and interest payments on the
securities. The Series is compensated by the difference between the current
sales price and the forward price for the future purchase (often referred to as
the "drop"), as well as by the interest earned on the cash proceeds of the
initial sale. Reverse repurchase agreements and dollar rolls may increase the
fluctuation in the market value of a Series' assets and are forms of leverage.
N&B Management monitors the creditworthiness of parties to reverse repurchase
agreements and dollar rolls.
CONVERTIBLE SECURITIES (AMT INTERNATIONAL, PARTNERS, GROWTH, AND BALANCED
INVESTMENTS). Each of these Series may invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock, or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. Many convertible securities are rated
below investment grade, or are unrated.
MORTGAGE-BACKED SECURITIES (AMT LIQUID ASSET, LIMITED MATURITY BOND, GOVERNMENT
INCOME, AND BALANCED INVESTMENTS). Mortgage-backed securities represent
interests in, or are secured by and payable from, pools of mortgage loans,
including collateralized mortgage obligations. These securities may be U.S.
Government mortgage-backed securities, which are issued or guaranteed by a U.S.
Government agency or instrumentality (though not necessarily backed by the full
faith and credit of the United States), such as GNMA, FNMA and FHLMC
certificates. Other mortgage-backed securities are issued by private issuers,
generally originators of and investors in mortgage loans, including savings
associations, mortgage bankers, commercial banks, investment bankers, and
special purpose entities. These private mortgage-backed securities may be
supported by U.S. Government mortgage-backed securities or some form of
non-government credit enhancement. Mortgage-backed securities may have either
fixed or adjustable interest rates. Tax or regulatory changes may adversely
affect the mortgage securities market. In addition, changes in the market's
perception of the issuer may affect the value of mortgage-backed securities.
The rate of return on mortgage-backed securities may be affected by prepayments
of principal on the underlying loans, which generally increase as interest rates
decline; as a result, when interest rates decline, holders of these securities
normally do not benefit from appreciation in market value to the same extent as
holders of other non-callable debt securities. N&B Management determines the
effective life and duration of mortgage-backed securities based on industry
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practice and current market conditions. If N&B Management's determination is
not borne out in practice, it could positively or negatively affect the value of
the Series when market interest rates change. Increasing market interest rates
generally extend the effective maturities of mortgage-backed securities.
ASSET-BACKED SECURITIES (AMT LIQUID ASSET, LIMITED MATURITY BOND, GOVERNMENT
INCOME, AND BALANCED INVESTMENTS). Asset-backed securities represent interests
in, or are secured by and payable from pools of assets, such as consumer loans,
CARS-SM- ("Certificates for Automobile Receivables"), credit card receivable
securities, and installment loan contracts. Although these securities may be
supported by letters of credit or other credit enhancements, payment of interest
and principal ultimately depends upon individuals paying the underlying loans.
The risk that recovery on repossessed collateral might be unavailable, or
inadequate to support payments on asset-backed securities is greater than in the
case of mortgage-backed securities.
OTHER INVESTMENT COMPANIES (AMT INTERNATIONAL INVESTMENTS). AMT International
Investments may invest up to 10% of its total assets, measured at the time of
investment, in the shares of other investment companies. Such investment may be
the most practical or only manner in which the Series can participate in certain
foreign markets because of the expenses involved or because vehicles for
investing in certain countries may not be available at the time the Series is
ready to make an investment. As a shareholder in an investment company, the
Series would bear its pro rata share of that investment company's expenses.
Investment in investment companies may involve the payment of substantial
premiums above the value of such issuers' portfolio securities. The Series does
not intend to invest in such funds unless, in the judgment of the investment
adviser, the potential benefits of such investment justify the payment of any
applicable premium or sales charge.
OTHER INVESTMENTS (AMT PARTNERS, GROWTH, AND BALANCED INVESTMENTS). Although
each of these Series ordinarily invests primarily in common stocks, except AMT
Balanced Investments (debt portion), when market conditions warrant each may
invest in preferred stocks, securities convertible into or exchangeable for
common stocks, U.S. Government and Agency Securities, investment grade debt
securities, or money market instruments, or may retain assets in cash or cash
equivalents.
SHORT SELLING (AMT PARTNERS, GROWTH, BALANCED, AND INTERNATIONAL INVESTMENTS).
Each Series may attempt to limit exposure to a possible market decline in the
value of portfolio securities through short sales of securities which the
investment adviser believes possess volatility characteristics similar to those
being hedged and may use short sales in an attempt to realize gain. To effect
such a transaction, a Series will borrow a security from a brokerage firm to
make delivery to the buyer. A Series then is obligated to replace the security
borrowed by purchasing it at the market price at the time of replacement. Until
the security is replaced, a Series is required to pay to the lender any accrued
interest or dividend and may be required to pay a premium.
A Series will realize a gain if the security declines in price between
the date of the short sale and the date on which the Series replaces the
borrowed security. A Series will incur a loss if the price of the security
increases between those dates. The amount of any gain will be decreased, and
the amount of any loss increased, by the amount of any premium or interest the
Series may be required to pay in connection with a short sale. The successful
use of short selling may be adversely affected by imperfect correlation between
movements in the price of the security sold short and the securities being
hedged. Short selling may defer recognition of gains or losses into another tax
period.
AMT Liquid Asset, Limited Maturity Bond, Partners, Growth, Balanced and
International Investments may make short sales against-the-box. A short sale is
"against-the-box" when, at all times
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during which a short position is open, the Series owns an equal amount of such
securities, or owns securities giving it the right, without payment of future
consideration, to obtain an equal amount of securities sold short.
SWAP AGREEMENTS (AMT GOVERNMENT INCOME INVESTMENTS). To help enhance the value
of its portfolio or manage its exposure to different types of investments, the
Series may enter into interest rate, currency, and mortgage swap agreements and
may purchase and sell interest rate "caps," "floors," and "collars."
In a typical interest rate swap agreement, one party agrees to make
regular payments equal to a floating interest rate on a specified amount (the
"notional principal amount") in return for payments equal to a fixed interest
rate on the same amount for a specified period. If a swap agreement provides
for payment in different currencies, the parties may also agree to exchange the
notional principal amount. Mortgage swap agreements are similar to interest
rate swap agreements, except the notional principal amount is tied to a
reference pool of mortgages.
In a cap or floor, one party agrees, usually in return for a fee, to
make payments under particular circumstances. For example, the purchaser of an
interest rate cap has the right to receive payments to the extent a specified
interest rate exceeds an agreed level; the purchaser of an interest rate floor
has the right to receive payments to the extent a specified interest rate falls
below an agreed level. A collar entitles the purchaser to receive payments to
the extent a specified interest rate falls outside an agreed range.
Swap agreements, including caps and floors, may involve leverage and may
be highly volatile; depending on how they are used, they may have a considerable
impact on the Series' performance. Swap agreements involve risks depending upon
the other party's creditworthiness and ability to perform, as well as the
Series' ability to terminate its swap agreements or reduce its exposure through
offsetting transactions. Swap agreements may be illiquid. The swap market is
relatively new and is largely unregulated. Swap agreements are generally
considered "derivatives."
VARIABLE AND FLOATING RATE SECURITIES (AMT BALANCED, GOVERNMENT INCOME, LIMITED
MATURITY BOND AND LIQUID ASSET INVESTMENTS). Variable and floating rate
securities have interest rate adjustment formulas that help to stabilize their
market value. Many of these instruments carry a demand feature which permits a
Series to sell them during a determined time period at par value plus accrued
interest. The demand feature is often backed by a credit instrument, such as a
letter of credit, or by a creditworthy insurer. A Series may rely on such
instrument or the creditworthiness of the insurer in purchasing a variable or
floating rate security. For purposes of determining its dollar-weighted average
maturity, AMT Liquid Asset Investments calculates the remaining maturity of
variable and floating rate instruments as provided in Rule 2a-7 under the 1940
Act.
ZERO COUPON SECURITIES (ALL SERIES). Zero coupon securities do not pay
interest currently; instead, they are sold at a discount from their face value
and are redeemed at face value when they mature. Because zero coupon bonds do
not pay current income, their prices can be very volatile when interest rates
change. In calculating its daily income, a Series accrues a portion of the
difference between a zero coupon bond's purchase price and its face value.
MUNICIPAL OBLIGATIONS (AMT LIMITED MATURITY BOND AND BALANCED INVESTMENTS).
Municipal obligations are issued by or on behalf of states, the District of
Columbia, and U.S. territories and possessions and their political subdivisions,
agencies, and instrumentalities. The
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interest on municipal obligations is exempt from federal income tax. Municipal
obligations include "general obligation" securities, which are backed by the
full taxing power of a municipality, and "revenue" securities, which are backed
by the income from a specific project, facility, or tax. Municipal obligations
also include industrial development and private activity bonds -- the interest
on which may be a tax preference item for purposes of the federal alternative
minimum tax -- which are issued by or on behalf of public authorities and are
not backed by the credit of any governmental or public authority. "Anticipation
notes" are issued by municipalities in expectation of future proceeds from the
issuance of bonds, or from taxes or other revenues, and are payable from those
bond proceeds, taxes, or revenues. Municipal obligations also include tax-exempt
commercial paper, which is issued by municipalities to help finance short-term
capital or operating requirements. Current efforts to restructure the federal
budget and the relationship between the federal government and state and local
governments may impact the financing of some issuers of municipal securities.
Some states and localities are experiencing substantial deficits and may find it
difficult for political or economic reasons to increase taxes. Efforts are
underway that may result in a "flat tax" or other restructuring of the federal
income tax system. These developments could reduce the value of all municipal
securities, or the securities of particular issuers.
RESTRICTED SECURITIES AND RULE 144A SECURITIES (ALL SERIES). Each Series may
invest in restricted securities and Rule 144A securities. Restricted securities
cannot be sold to the public without registration under the Securities Act of
1933 ("1933 Act"). Unless registered for sale, these securities can be sold
only in privately negotiated transactions or pursuant to an exemption from
registration. Restricted securities are generally considered illiquid. Rule
144A securities, although not registered, may be resold only to qualified
institutional buyers in accordance with Rule 144A under the 1933 Act.
Unregistered securities may also be sold abroad pursuant to Regulation S under
the 1933 Act. N&B Management, acting pursuant to guidelines established by the
Trustees, may determine that some restricted securities are
liquid.
ITEM 5. MANAGEMENT OF THE FUND
Trustees and Officers
The Trustees have overall responsibility for the operations of each
Series. Part B contains general background information about each Trustee and
officer of the Trust. The officers of the Trust who are officers and/or
directors of N&B Management and/or partners of Neuberger&Berman serve without
compensation from the Series. The Trustees, including a majority of those
Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Trust, have adopted written procedures reasonably appropriate to deal with
potential conflicts of interest, including, if necessary, creating a separate
board of trustees.
Investment Manager and Sub-Adviser
ALL SERIES. N&B Management, 605 Third Avenue, 2nd Floor, New York, New York
10158-0180, serves as the investment manager of each Series. N&B Management and
its predecessor firms have specialized in the management of no-load mutual funds
since 1950. In addition to serving the seven Series, N&B Management currently
serves as investment manager or investment adviser of other mutual funds.
Neuberger&Berman, which acts as sub-adviser for the Series and other mutual
funds managed by N&B Management, also serves as investment adviser of three
other investment companies. These funds had aggregate net assets of
approximately $11.9 billion as of December 31, 1995.
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As sub-adviser, Neuberger&Berman furnishes N&B Management with
investment recommendations and research information without added cost to the
Series. Neuberger&Berman is a member firm of the NYSE and other principal
exchanges and acts as the Series' principal broker in the purchase and sale of
portfolio securities and the sale of covered call options. Neuberger&Berman and
its affiliates, including N&B Management, manage securities accounts that had
approximately $38.7 billion of assets as of December 31, 1995. All of the
voting stock of N&B Management is owned by individuals who are general partners
of Neuberger&Berman.
Theresa A. Havell is a general partner of Neuberger&Berman and a
director and Vice President of N&B Management. Ms. Havell is the Manager of the
Fixed Income Group of Neuberger&Berman, which she established in 1984. The
Fixed Income Group manages fixed income accounts that had approximately $11.1
billion of assets as of December 31, 1995. Ms. Havell has had overall
responsibility for the activities of the Fixed Income Group since 1984.
The following members of the Fixed Income Group, along with Theresa A.
Havell, are primarily responsible for the day-to-day management of the listed
Series:
AMT Liquid Asset Investments -- Josephine P. Mahaney. Ms. Mahaney
has been a Senior Portfolio Manager in the Fixed Income Group since 1984, an
Assistant Vice President of N&B Management from 1986 to 1994 and a Vice
President of N&B Management since November 1994. Ms. Mahaney has been primarily
responsible for AMT Liquid Asset Investments since January 1993.
AMT Limited Maturity Bond Investments and AMT Balanced Investments (debt
securities portion) -- Thomas G. Wolfe. Mr. Wolfe has been primarily
responsible for AMT Limited Maturity Bond Investments and AMT Balanced
Investments (debt securities portion) since October 1995. Mr. Wolfe has been a
Senior Portfolio Manager in the Fixed Income Group since July 1993, Director of
Fixed Income Credit Research since July 1993, and a Vice President of N&B
Management since October 1995. From November 1987 to June 1993 he was Vice
President in the Corporate Finance Department of Standard & Poor's Rating Group.
AMT Government Income Investments -- William H. Cunningham. Mr.
Cunningham has been primarily responsible for AMT Government Income Investments
since October 1995. Mr. Cunningham has been a member of the Fixed Income Group
since March 1993, a Senior Portfolio Manager in the Fixed Income Group since
June 1995, and a Vice President of N&B Management since October 1995. From
August 1989 to February 1993 he was a manager in the Corporate Finance, Merger
and Acquisitions and Capital Markets Groups for a major corporation.
The following is a list of the equity Series of the Trust, together with
information about individuals who are primarily responsible for the day-to-day
management of these Series:
AMT Growth Investments and AMT Balanced Investments (equity portion)
- -- Mark R. Goldstein and Susan Switzer. Mr. Goldstein is a Vice President of
N&B Management and a general partner of Neuberger&Berman. He has had primary
responsibility for AMT Growth Investments and AMT Balanced Investments (equity
portion) since April 1993. Previously he was a securities analyst and portfolio
manager with that firm. Susan Switzer has been an Assistant Vice President of
N&B Management since March 1995, and a portfolio manager for Neuberger&Berman
since January 1995. She has had primary responsibility for AMT Growth
Investments and AMT Balanced Investments (equity portion) since January 1995.
Ms. Switzer was a research analyst and assistant portfolio manager for another
money management firm from 1989 to 1994.
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AMT Partners Investments -- Michael M. Kassen and Robert I.
Gendelman. Mr. Kassen is a Vice President of N&B Management and a general
partner of Neuberger&Berman. Mr. Kassen was an employee of N&B Management from
1990 to December 1992. He was a portfolio manager of several large mutual funds
managed by another prominent investment adviser from 1981 to 1988 and was
general partner of two private investment partnerships from 1988 to 1990. He
has had primary responsibility for AMT Partners Investments since March 1994.
Mr. Gendelman is a senior portfolio manager for Neuberger&Berman and an
Assistant Vice President of N&B Management since 1994. He has had primary
responsibility for AMT Partners Investments since October 1994. He was a
portfolio manager for another mutual fund manager from 1992 to 1993 and was
managing partner of an investment partnership from 1988 to 1992.
AMT International Investments -- Felix Rovelli and Robert Cresci.
Mr. Rovelli is primarily responsible for the day-to-day management of the
portfolio securities of the Series. Mr. Rovelli has been a Vice President at
N&B Management since November 1995. Mr. Rovelli has had primary responsibility
for AMT International Investments since June 1994. Previously, he was a Senior
Vice President-Senior Equity Portfolio Manager of BNP-N&B Global Asset
Management, L.P., from May 1994 to October 1995, and a first Vice President and
portfolio manager of another mutual fund that invested in international equity
securities, from April 1990 to April 1994. Mr. Cresci is an Assistant Vice
President of N&B Management and was an Assistant Portfolio Manager of BNP-N&B
Global Asset Management, L.P., from May 1994 to October 1995. He previously
served as an assistant portfolio manager of another mutual fund that invested in
international equity securities from 1992 until May 1994.
ALL SERIES. Neuberger&Berman acts as the principal broker for all Series,
except AMT International Investments, to the extent a broker is used in the
purchase and sale of portfolio securities and in the sale of covered call
options, and for those services receives brokerage commissions. In effecting
securities transactions, each Series seeks to obtain the best price and
execution of orders. For more information, see Part B.
The partners and employees of Neuberger&Berman and officers and
employees of N&B Management, together with their families, have invested over
$100 million of their own money in Neuberger&Berman Funds.
To mitigate the possibility that a Series will be adversely affected by
personal trading of employees, the Trust, N&B Management, and Neuberger&Berman
have adopted policies that regulate securities trading in personal accounts of
the portfolio managers and others who normally come into possession of
information on portfolio transactions. These policies comply, in all material
respects, with the recommendations of the Investment Company Institute.
Expenses
ALL SERIES. N&B Management provides investment management services to each
Series that include, among other things, making and implementing investment
decisions and providing facilities and personnel necessary to operate the
Series. For such investment management services, each Series pays N&B
Management the following fees:
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Fees (as percentage of average daily net assets)
GROWTH; PARTNERS; BALANCED 0.55% of first $250 million
0.525% of next $250 million
0.50% of next $250 million
0.475% of next $250 million
0.45% of next $500 million
0.425% of over $1.5 billion
GOVERNMENT INCOME 0.35% of first $500 million
0.325% of next $500 million
0.30% of next $500 million
0.275% of next $500 million
0.25% of over $2 billion
LIMITED MATURITY BOND; LIQUID ASSET 0.25% of first $500 million
0.225% of next $500 million
0.20% of next $500 million
0.175% of next $500 million
0.15% of over $2 billion
INTERNATIONAL 0.85% of first $250 million
0.825% of next $250 million
0.80% of next $250 million
0.775% of next $250 million
0.75% of next $500 million
0.725% of over $1.5 billion
Each Series bears all expenses of its operations other than those borne
by N&B Management as investment manager of the Series. These expenses include,
but are not limited to, legal and accounting fees and compensation for Trustees
who are not affiliated with N&B Management, and custodial fees for securities.
Any expenses which are not directly attributable to a specific Series are
allocated on the basis of the net assets of the respective Series.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES
The Trust was organized as a common law trust under the laws of the
State of New York. Under the Declaration of Trust, the Trustees are authorized
to issue beneficial interests in separate subtrusts or "series" of the Trust.
The Trust currently has six operating series. As of December 31, 1995, AMT
International Investments, a Series of the Trust, had not yet commended
investment operations. The Trust reserves the right to create and issue
additional series.
Each investor in a Series is entitled to participate equally in the
Series' earnings and assets and to vote in proportion to the amount of its
investment in the Series. Investments in a Series may not be transferred, but
an investor may withdraw all or any portion of its investment at any time at net
asset value. Each investor in a Series is liable for all obligations of the
Series, but not of the other Series. However, because a Series will indemnify
each investor therein with respect to any liability to which the investor may
become subject by reason of being such an investor, the risk of an investor in a
Series incurring financial loss on account of such liability would be limited to
circumstances in which the Series
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had inadequate insurance and was unable to meet its obligations (including
indemnification obligations) out of its assets.
Investments in a Series have no preemptive or conversion rights and are
fully paid and non-assessable, except as set forth below. The Trust is not
required and has no current intention to hold annual meetings of investors, but
the Trust will hold special meetings of investors when in the Trustees' judgment
it is necessary or desirable to submit matters to an investor vote. Changes in
fundamental policies or limitations will be submitted to investors for approval.
Investors have the right to remove one or more Trustees without a meeting by a
declaration in writing by a specified number of investors. Upon liquidation of
a Series, investors will be entitled to share pro rata in the net assets
available for distribution to investors.
Each Series' net asset value ("NAV") is determined each day on which
the New York Stock Exchange ("NYSE") is open for trading (a "Business Day").
This determination is made once during each Business Day for each Series as
of the close of regular trading on the NYSE, which is usually 4:00 p.m.,
Eastern time (each a "Valuation Time").
Each investor in a Series may add to or reduce its investment in the
Series on each Business Day. At each Valuation Time, the value of each
investor's beneficial interest in a Series will be determined by multiplying the
Series' net asset value by the percentage effective for that day, that
represents that investor's share of the aggregate beneficial interests in the
Series. Any additions to or withdrawals of those interests, which are to be
effected on that day, will then be effected. Each investor's share of the
aggregate beneficial interests in the Series then will be recomputed using the
percentage equal to the fraction (1) the numerator of which is the value of the
investor's investment in the Series as of the Valuation Time on that day plus or
minus, as the case may be, the amount of any additions to or withdrawals from
such investment effected on that day and (2) the denominator of which is the
Series' aggregate net asset value as of the Valuation Time on that day plus or
minus, as the case may be, the amount of the net additions to or withdrawals
from the aggregate investments in the Series by all investors. The percentages
so determined then will be applied to determine the value of each investor's
respective interest in the Series as of the Valuation Time on the following
Business Day.
A Series' net income consists of (1) all accrued interest, including
earned discount (both original issue and market discount), dividends, and other
income, including any net realized gains or losses on the Series' assets, less
(2) all actual and accrued expenses of the Series, and amortization of any
premium, all as determined in accordance with generally accepted accounting
principles. All of a Series' net income is allocated pro rata among the
investors in the Series. A Series' net income generally is not distributed to
the investors in the Series, except as determined by the Trustees from time
to time, but instead is included in the value of the investors' respective
beneficial interests in the Series.
Under the current method of the Series' operations, they are not subject
to any income tax. However, each investor in a Series is taxable on its share
(as determined in accordance with the Trust's governing instruments and the
Internal Revenue Code of 1986, as amended ("Code"), and the regulations
promulgated thereunder) of the Series' ordinary income and capital gain. It is
intended that each Series' assets, income and distributions will be managed in
such a way that an investor in a Series will be able to satisfy the
requirements of Subchapter M of the Code and of Section 817 of the Code and the
Regulations thereunder, assuming that the investor invested all of its assets in
the Series. See Part B for a discussion of the foregoing tax matters and
certain other matters.
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As of April 29, 1996, Neuberger&Berman Advisers Management Trust
("N&B Trust"), through its series, was the sole investor in the Trust and each
Series thereof. However, on most issues subject to a vote of investors, as
required by the 1940 Act and other applicable law, N&B Trust has undertaken
that it will solicit proxies from its shareholders and will vote its interest
in the Series of the Trust in proportion to the votes cast by N&B Trust's
shareholders.
Inquiries by a holder of an interest in a Series should be directed to
such Series at the following address: 605 Third Avenue, New York, New York,
10158-0180.
ITEM 7. PURCHASE OF SECURITIES
Beneficial interests in the Series are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of section 4(2) of the 1933 Act. See "General Description of
Registrant" above. All investments in the Series are made without a sales load,
at the net asset value next determined after an order is received by the Series.
The net asset value of each Series is determined on each Business Day as of the
Valuation Time.
Each Series calculates its NAV as of the close of regular trading on the
NYSE, usually 4 p.m. Eastern time.
AMT Liquid Asset Investments, in accordance with Rule 2a-7 under the
1940 Act, will use the amortized cost method of valuation to enable AMT Liquid
Asset Investments to try to maintain a stable NAV of $1.00 per share. AMT Liquid
Asset Investments values its securities at their cost at the time of purchase
and assumes a constant amortization to maturity of any discount or premium.
AMT Limited Maturity Bond, Government Income, and Balanced
Investments (debt securities portion) generally value their securities on the
basis of bid quotations from independent pricing services or principal market
makers, or, if quotations are not available, by a method that the Trustees
believe accurately reflects fair value. The Series periodically verify
valuations provided by the pricing services. Short-term securities with
remaining maturities of less than 60 days are valued at cost which, when
combined with interest earned, approximates market value.
AMT Growth, Partners, and Balanced Investments (equity portion) value
their equity securities (including options) listed on the NYSE, the American
Stock Exchange, other national exchanges, or the NASDAQ market, and other
securities for which market quotations are readily available, at the latest sale
price on the day NAV is calculated. If there is no sale of such a security on
that day, that security is valued at the mean between its closing bid and asked
prices. The Series' value all other securities and assets, including restricted
securities, by a method that the Trustees believe accurately
reflects fair value.
Equity securities held by AMT International Investments are valued at
the last sale price on the principal exchange or in the principal
over-the-counter market in which such securities are traded, as of the close of
business on the day the securities are being valued, or if there are no sales,
at the last available bid price. Debt obligations held by AMT International
Investments are valued at the last available bid price for such securities, or
if such prices are not available, at prices for securities of comparable
maturity, quality, and type. Foreign securities are translated from the local
currency into U.S. dollars using current exchange rates. AMT International
Investments values all other types of securities and assets, including
restricted securities and securities for which market quotations are not readily
available, by a method that the Trustees believe accurately reflects fair value.
AMT International Investments' portfolio securities are
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listed primarily on foreign exchanges which may trade on days when the NYSE is
closed. As a result, the NAV of AMT International Investments may be
significantly affected on days when shareholders have no access to the Series.
The Trust reserves the right to cease accepting investments in a Series
at any time or to reject any investment order.
The Trust's placement agent is N&B Management. Its principal business
address is 605 Third Avenue, New York, New York 10158-0180. N&B Management
receives no compensation for serving as the Trust's placement agent.
ITEM 8. REDEMPTION OR REPURCHASE
An investor in any Series may withdraw all or any portion of its
investment at the net asset value next determined after a withdrawal request in
proper form is furnished by the investor to the Trust. The proceeds of a
withdrawal will be paid by the Series in federal funds normally on the Business
Day the withdrawal is effected, but in any event within seven days.
Investments in a series may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended, or the payment of the withdrawal proceeds
postponed, during any period in which the NYSE is closed (other than weekends or
holidays) or trading on the NYSE is restricted or to the extent otherwise
permitted by the 1940 Act.
ITEM 9. PENDING LEGAL PROCEEDING
Not applicable.
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PART B
ITEM 10. COVER PAGE
Not Applicable
ITEM 11. TABLE OF CONTENTS
PAGE
General Information and History.............................................. 1
Investment Objectives and Policies........................................... 1
Management of the Trust...................................................... 49
Control Persons and Principal Holders of Securities.......................... 54
Investment Management and Other Services..................................... 55
Brokerage Allocation and Other Practices..................................... 62
Capital Stock and Other Securities........................................... 69
Purchase, Redemption and Pricing of Securities............................... 70
Tax Status................................................................... 71
Underwriters................................................................. 75
Calculation of Performance Data.............................................. 75
Financial Statements......................................................... 75
ITEM 12. GENERAL INFORMATION AND HISTORY
Not Applicable
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES
Part A contains information about the investment objectives and policies
of AMT Balanced Investments, AMT Government Income Investments, AMT Growth
Investments, AMT Limited Maturity Bond Investments, AMT Liquid Asset
Investments, AMT Partners Investments and AMT International Investments (each a
"Series"), the Series of Advisers
<PAGE>
Managers Trust (the "Trust"). This Part B should be read only in conjunction
with Part A. This section contains supplemental information concerning the
investment policies and portfolio strategies that the Series may utilize, the
types of securities and other instruments in which the Series may invest, and
certain risks attendant to those investments, policies, and strategies.
The fundamental investment policies and limitations of a Series may not
be changed without the approval of the lesser of (1) 67% of the total units of
beneficial interest ("shares") of the Series represented at a meeting at which
more than 50% of the outstanding Series shares are represented or (2) a majority
of the outstanding shares of the Series. This vote is required by the
Investment Company Act of 1940 ("1940 Act") and is referred to in this Part B as
a "1940 Act majority vote."
INVESTMENT POLICIES AND LIMITATIONS
For purposes of the investment limitation on concentration in particular
industries, N&B Management identifies the "issuer" of a municipal obligation
that is not a general obligation note or bond on the basis of the obligation's
characteristics. The most significant of these characteristics is the source of
funds for the payment of principal and interest on the obligation. If an
obligation is backed by an irrevocable letter of credit or other guarantee,
without which the obligation would not qualify for purchase under a Series'
quality restrictions, an issuer of the letter of credit or the guarantee is
considered an issuer of the obligation. If an obligation meets the quality
restrictions of AMT Limited Maturity Bond Investments and AMT Balanced
Investments without credit support, the Series treat 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.
Except for the limitation on borrowing, any investment policy or
limitation that involves a maximum percentage of securities or assets will not
be considered to be violated unless the percentage limitation is exceeded
immediately after, and because of, a transaction by a Series.
The Series' fundamental investment policies and limitations are as
follows:
1. BORROWING. Each Series may not borrow money, except that a Series
may (i) borrow money from banks for temporary or emergency purposes and not
for leveraging or investment (except for AMT INTERNATIONAL INVESTMENTS which may
borrow for leveraging or investment, and AMT GOVERNMENT INCOME INVESTMENTS which
may borrow for any purpose, including to meet redemptions or increase the amount
available for investment) and (ii) enter into reverse repurchase agreements for
any purpose; provided that (i) and (ii) in combination do not exceed 33-1/3% of
the value of its total assets (including the amount borrowed) less liabilities
(other than borrowings). If at any time borrowings exceed 33-1/3% of the value
of a Series' total assets, the Series will reduce
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its borrowings within three days (excluding Sundays and holidays) to the extent
necessary to comply with the 33-1/3% limitation.
2. COMMODITIES. Each Series may not purchase physical commodities or
contracts thereon, unless acquired as a result of the ownership of securities or
instruments, but this restriction shall not prohibit a Series from purchasing
futures contracts or options (including options on futures (and, with respect to
AMT INTERNATIONAL INVESTMENTS, foreign currencies and forward contracts) but
excluding options or futures contracts on physical commodities) or from
investing in securities of any kind.
3. DIVERSIFICATION. Each Series may not, with respect to 75% of the
value of its total assets, purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government, or any of its agencies
or instrumentalities) if, as a result, (i) more than 5% of the value of the
Series' total assets would be invested in the securities of that issuer or (ii)
the Series would hold more than 10% of the outstanding voting securities of that
issuer.
4. INDUSTRY CONCENTRATION. Each Series may not purchase any security
if, as a result, 25% or more of its total assets (taken at current value) would
be invested in the securities of issuers having their principal business
activities in the same industry. This limitation does not apply to purchases of
(i) the securities issued or guaranteed by the U.S. Government, or its agencies
or instrumentalities, (ii) investments by all Series (except AMT PARTNERS
INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS and AMT INTERNATIONAL
INVESTMENTS) in certificates of deposit or bankers' acceptances issued by
domestic branches of U.S. banks, or (iii) investments by AMT GOVERNMENT INCOME
INVESTMENTS in mortgage- and asset-backed securities (regardless of whether they
are issued or guaranteed by the U.S. Government or its agencies or
instrumentalities). Mortgage- and asset-backed securities are considered to be
a single industry.
5. LENDING. Each Series may not lend any security or make any other
loan if, as a result, more than 33-1/3% of its total assets (taken at current
value) would be lent to other parties, except in accordance with its investment
objective, policies, and limitations, (i) through the purchase of a portion of
an issue of debt securities or (ii) by engaging in repurchase agreements.
6. REAL ESTATE. (ALL SERIES EXCEPT AMT INTERNATIONAL INVESTMENTS).
Each Series may not purchase real estate unless acquired as a result of the
ownership of securities or instruments, but this restriction shall not prohibit
a Series from purchasing securities issued by entities or investment vehicles
that own or deal in real estate or interests therein, or instruments secured by
real estate or interests therein.
(AMT INTERNATIONAL INVESTMENTS). The Series may not invest any part of
its total assets in real estate or interests in real estate unless acquired as a
result of the ownership of securities or instruments, but this restriction shall
not prohibit the Series
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from purchasing readily marketable securities issued by entities or investment
vehicles that own or deal in real estate or interests therein or instruments
secured by real estate or interests therein.
7. SENIOR SECURITIES. Each Series may not issue senior securities,
except as permitted under the 1940 Act.
8. UNDERWRITING. Each Series may not underwrite securities of other
issuers, except to the extent that a Series, in disposing of portfolio
securities, may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 ("1933 Act").
For purposes of fundamental investment limitation number 3 above, as
applied to AMT GOVERNMENT INCOME INVESTMENTS, mortgage- and asset-backed
securities will not be considered to have been issued by the same issuer because
they have the same sponsor, and such securities issued by a finance or other
single purpose subsidiary of a corporation that are not guaranteed by the parent
corporation will be considered to be issued by an issuer separate from the
parent corporation.
The following non-fundamental investment policies and limitations apply
to the Series:
1. BORROWING. (ALL SERIES EXCEPT AMT GOVERNMENT INCOME INVESTMENTS AND
AMT INTERNATIONAL INVESTMENTS). Each Series may not purchase securities if
outstanding borrowings, including any reverse repurchase agreements, exceed 5%
of its total assets.
2. LENDING. Except for the purchase of debt securities and engaging in
repurchase agreements, each Series may not make any loans other than securities
loans.
3. INVESTMENTS IN OTHER INVESTMENT COMPANIES. (AMT PARTNERS
INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS AND AMT INTERNATIONAL
INVESTMENTS). Each Series may not purchase securities of other investment
companies, except to the extent permitted by the 1940 Act and in the open market
at no more than customary brokerage commission rates. This limitation does not
apply to securities received or acquired as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
4. MARGIN TRANSACTIONS. Each Series may not purchase securities on
margin from brokers, except that a Series may obtain such short-term credits as
are necessary for the clearance of securities transactions. For all Series
except AMT LIQUID ASSET INVESTMENTS, margin payments in connection with
transactions in futures contracts and options on futures contracts shall not
constitute the purchase of securities on margin and shall not be deemed to
violate the foregoing limitation.
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5. SHORT SALES. (AMT LIQUID ASSET INVESTMENTS, AMT GROWTH INVESTMENTS,
AMT LIMITED MATURITY BOND INVESTMENTS AND AMT PARTNERS INVESTMENTS). Each
Series may not sell securities short, unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold (or, in the case
of AMT GROWTH INVESTMENTS, not more than 10% of the Series' net assets (taken at
current value) is held as collateral for such sale at any one time).
Transactions in futures contracts and options shall not constitute selling
securities short.
(AMT BALANCED INVESTMENTS). The Series will not engage in a short sale
(except a short sale against-the-box) if, as a result, the dollar amount of all
short sales will exceed 25% of its net assets, of if, as a result, the value of
securities of any one issuer in which the Series would be short will exceed 2%
of the value of the Series' net assets or 2% of the securities of any class of
any issuer. Transactions in futures contracts and options are not considered
short sales.
(AMT GOVERNMENT INCOME INVESTMENTS). The Series may not sell securities
short, unless it covers the short sale as required by current rules or positions
of the Securities and Exchange Commission and its staff, provided that the
Series may not sell securities short if (i) the dollar amount of the short sales
would exceed 5% of its net assets or (ii) the value of securities of an issuer
sold short by the Series would exceed the lesser of 2% of the Series' net assets
or 2% of a class of the issuer's outstanding securities. Transactions in
futures contracts and options shall not constitute selling securities short.
(AMT INTERNATIONAL INVESTMENTS). The Series will not engage in a short
sale (except a short sale against-the-box), if, as a result, the dollar amount
of all short sales will exceed 25% of its net assets, or if, as a result, the
value of securities of any one issuer in which the Series would be short will
exceed 2% of the value of the Series' net assets or 2% of the securities of any
class of any issuer. Transactions in forward foreign currency contracts,
futures contracts and options are not considered short sales.
6. OWNERSHIP OF PORTFOLIO SECURITIES BY OFFICERS AND TRUSTEES. Each
Series may not purchase or retain the securities of any issuer if, to the
knowledge of the Series' management, those officers and trustees of the Trusts
and officers and directors of N&B Management who each own individually more than
1/2 of 1% of the outstanding securities of such issuer, together own more than
5% of such securities.
7. UNSEASONED ISSUERS. Each Series may not purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than 5% of
the Series' total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three years
of continuous operation. For AMT GOVERNMENT INCOME INVESTMENTS, this restriction
does not apply to mortgage- and asset-backed securities.
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8. ILLIQUID SECURITIES. Each Series may not purchase any security if,
as a result, more than 10% of its net assets would be invested in illiquid
securities. Illiquid securities include securities that cannot be sold within
seven days in the ordinary course of business for approximately the amount at
which the Series has valued the securities, such as repurchase agreements
maturing in more than seven days.
9. RESTRICTED SECURITIES. (AMT INTERNATIONAL INVESTMENTS). The Series
may not purchase a security restricted as to resale if, as a result thereof,
more than 10% of the Series' total assets would be invested in restricted
securities. Securities that can be sold freely in the principal market in which
they are traded are not considered restricted, even if they cannot be sold in
the U.S.
10. WARRANTS. (AMT INTERNATIONAL INVESTMENTS AND AMT BALANCED
INVESTMENTS). Each Series may not invest more than 5% of its net assets in
warrants, whether or not such warrants are listed on the New York Stock Exchange
("NYSE") or the American Stock Exchange ("AmEx"), or more than 2% of its net
assets in unlisted warrants. For purposes of this limitation, warrants are
valued at the lower of cost or market value and warrants acquired by the Series
in units or attached to securities are deemed to be without value, even if the
warrants are later separated from the unit.
11. OIL AND GAS PROGRAMS. (AMT PARTNERS INVESTMENTS, AMT GOVERNMENT
INCOME INVESTMENTS, AMT INTERNATIONAL INVESTMENTS AND AMT BALANCED INVESTMENTS).
Each Series may not invest in participations or other direct interests in oil,
gas, or other mineral leases or exploration or development programs, (but each
of AMT PARTNERS INVESTMENTS and AMT INTERNATIONAL INVESTMENTS may purchase
securities of companies that own interests in any of the foregoing).
12. REAL ESTATE. (AMT GOVERNMENT INCOME INVESTMENTS, AMT INTERNATIONAL
INVESTMENTS AND AMT BALANCED INVESTMENTS). Each Series may not invest in real
estate limited partnerships.
13. INVESTMENTS IN ANY ONE ISSUER. (AMT GOVERNMENT INCOME INVESTMENTS).
The Series may not purchase the securities of any one issuer (other than
securities issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 5% of the Series' total assets
would be invested in the securities of that issuer.
(AMT INTERNATIONAL INVESTMENTS). At the close of each quarter of the
Series' taxable year, (i) no more than 25% of its total assets will be invested
in the securities of a single issuer, and (ii) with regard to 50% of its total
assets, no more than 5% of its total assets will be invested in the securities
of a single issuer. These limitations do not apply to U.S. government
securities, as defined for tax purposes.
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14. PUTS, CALLS, STRADDLES, OR SPREADS. (AMT PARTNERS INVESTMENTS).
The Series may not invest in puts, calls, straddles, spreads, or any combination
thereof, except that the Series may (i) write (sell) covered call options
against portfolio securities having a market value not exceeding 10% of its net
assets and (ii) purchase call options in related closing transactions. The
Series does not construe the foregoing limitation to preclude it from purchasing
or writing options on futures contracts.
15. FOREIGN SECURITIES. (AMT PARTNERS INVESTMENTS). The Series may
not invest more than 10% of the value of its total assets in securities of
foreign issuers, provided that this limitation shall not apply to foreign
securities denominated in U.S. dollars.
RATING AGENCIES. As discussed in Part A, each Series may purchase
securities rated by Standard & Poor's Ratings Group ("S&P"), Moody's Investors
Service, Inc. ("Moody's"), or any other nationally recognized statistical rating
organization ("NRSRO"). The ratings of an NRSRO represent its opinion as to the
quality of securities it undertakes to rate. Ratings are not absolute standards
of quality; consequently, securities with the same maturity, coupon, and rating
may have different yields. Among the NRSROs, the Series rely primarily on
ratings assigned by S&P and Moody's, which are described below.
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
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or major risk exposures to adverse conditions.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
PLUS (+) OR MINUS (-) - The ratings above may be modified by the
addition of a plus or minus sign to show relative standing within the major
categories.
MOODY'S CORPORATE BOND RATINGS
Aaa - Bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or an exceptionally stable
margin, and principal is secure. Although the various protective elements are
likely to change, the changes that can be visualized are most unlikely to impair
the fundamentally strong position of the issuer.
Aa - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as "high
grade bonds." They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa-rated securities, fluctuation of
protective elements may be of greater amplitude, or there may be other elements
present that make the long-term risks appear somewhat larger than in Aaa-rated
securities.
A - Bonds rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade
obligations; i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. These bonds lack outstanding
investment characteristics and in fact have speculative characteristics as well.
Ba - Bonds rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the
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contract over any long period time may be small.
Caa - Bonds rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca - Bonds rated Ca represent obligations that are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
C - Bonds rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
MODIFIERS - Moody's may apply numerical modifiers 1, 2, and 3 in each
generic rating classification described above. The modifier 1 indicates that
the security ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the
issuer ranks in the lower end of its generic rating category.
S&P COMMERCIAL PAPER RATINGS
A-1 - This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+).
MOODY'S COMMERCIAL PAPER RATINGS
Issuers rated PRIME-1 (or related supporting institutions), also known
as P-1, have a superior capacity for repayment of short-term promissory
obligations. Prime-1 repayment capacity will normally be evidenced by the
following characteristics:
-Leading market positions in well-established industries.
-High rates of return on funds employed.
-Conservative capitalization structures with moderate reliance on debt
and ample asset protection.
-Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
-Well-established access to a range of financial markets and assured
sources of alternate liquidity.
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INTERNATIONAL INVESTING - AMT INTERNATIONAL INVESTMENTS. Equity
portfolios consisting solely of domestic investments have not enjoyed the higher
returns foreign opportunities can offer. For more than thirty years, for
example, the growth rate of many foreign economies has outpaced that of the U.S.
While the U.S. accounted for almost 66% of the world's total securities market
capitalization in 1970, it accounted for less than 37% of that total at the end
of 1994 - or less than half of the dollar value of the world's available stocks
and bonds today (source: Morgan Stanley Capital International).
Over time, a number of international equity markets have outperformed
their U.S. counterparts. 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,
22 of the largest 25 automobile companies are based outside the United States,
as are 20 of the top 25 banks.
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 factors
described in the Prospectus, such as the prospects of individual companies, and
other risks such as currency fluctuations or controls, expropriation,
nationalization and confiscatory taxation.
Furthermore, for the individual investor, buying foreign stocks and
bonds can be difficult, involving many decisions. Accessing international
markets is complicated; few individuals have the time or resources to thoroughly
evaluate 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.
AMT International Investments invests primarily in equity securities of
companies located in developed foreign economies, as well as in the "emerging
markets." In all cases the investment process of the Series' Investment Adviser
includes a combination of "top-down country allocation" and "bottom-up security
selection."
TOP-DOWN APPROACH TO REGIONAL AND COUNTRY DIVERSIFICATION
N&B Management uses extensive economic research to identify countries
that offer attractive investment opportunities, by analyzing factors such as
Gross Domestic Product growth rates, interest rate trends, and currency exchange
rates. Market valuations,
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combined with correlation and volatility comparisons, provide N&B Management
with a target allocation across 20 or more countries.
BOTTOM-UP APPROACH TO SECURITY SELECTION
N&B Management value-driven style seeks out attractively priced issues,
by concentrating on criteria such as a low price-to-earnings ratio relative to
earnings growth rate, balance sheet strength, low price to cash flow, and
management quality. Typically, over 100 individual issues will comprise the
portfolio. The portfolio will be comprised of medium- to large - capitalization
companies in relation to each individual national market.
CURRENCY RISK MANAGEMENT - AMT INTERNATIONAL INVESTMENTS
Exchange rate movements and volatility are important factors in
international investing. N&B Management believes in actively managing the
Series' currency exposure, in an effort to capitalize on foreign currency trends
and to reduce overall portfolio volatility. Currency risk management is
performed separately from equity analysis. N&B Management intends to use a
combination of economic analysis to guide the Series' longer-term posture and
quantitative trend analysis to assist in timing decisions with respect to
whether (or when) to invest in instruments denominated in a particular foreign
currency, or whether (or when) to hedge particular foreign currencies in which
liquid foreign exchange markets exist.
DISCUSSIONS WITH PORTFOLIO MANAGERS
AN INTERVIEW WITH FELIX ROVELLI, PORTFOLIO MANAGER OF AMT INTERNATIONAL
INVESTMENTS
Q: Why should investors allocate a portion of their assets to
international markets?
A: First, an investor who does not invest internationally misses out on
more than two-thirds of the world's potential investment opportunities. The
U.S. stock market today represents less than one-half of the world's stock
market capitalization, and the U S. portion continues to shrink as other
countries around the world introduce or expand the size of their equity
markets. Privatizations of government-owned corporations, initial public
offerings, and the occasional creation of official stock exchanges in emerging
economies continuously present new opportunities for capital in an expanding
global market.
Second, many foreign economies are in earlier stages of development than
ours and are growing fast. Economic growth can often mean potential for
investment growth.
Finally, international investing helps an investor increase
diversification and can reduce risk. Domestic and foreign markets generally do
not all move in the same direction, so gains in one market may offset losses in
another.
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Q: Does international investing involve special risks?
A: Currency risk is one important risk presented by international
investing. Fluctuations in exchange rates can either add to or reduce an
investor's returns, a fact that anyone who invests in foreign markets should
keep in mind.
Other risks include, but are not limited to, greater market volatility,
less government supervision and availability of public information and the
possibility of adverse economic or political developments. The special risks of
foreign investing are discussed in greater detail in the Prospectus.
Q: What are some of the advantages of investing in an international
fund?
A: An international mutual fund can be a convenient way to invest
internationally and diversify assets among several markets to reduce risk.
Additionally, the considerable burden of obtaining timely, accurate and
comprehensive information about foreign economies and securities is left to
seasoned professional managers.
OVER THE PAST DECADE, ONE OF THE MAJOR INDICES OF INTERNATIONAL STOCKS
OUTPERFORMED THE S&P 500 INDEX, WHICH REPRESENTS AN AVERAGE OF THE PRICES OF
CERTAIN MAJOR U.S. STOCKS.
If you had invested $10,000 in the international and U.S. stocks
comprising both indices ten years ago, here's what your investments would have
been worth as of June 30, 1995.(1)
Value of Avg. annualized
investment total return
International stocks (EAFE) $45,587 16.38%
Domestic stocks (S&P 500) $39,131 14.62%
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(1) Source: Ibbotson Associates. For the period ended June 30, 1995.
International stocks are represented by the Morgan Stanley Capital International
European, Australia, Far East (EAFE) Index, an unmanaged index of non-U.S.
equity performance. Domestic stocks are represented by the Standard & Poor's
500 Index, an unmanaged index of U.S. equity performance. Indices do not take
into account any fees and expenses of investing in the individual securities
that they track; individuals cannot invest directly in any index. Average
annualized total returns are measured in U.S. dollars and include changes in
share price, dividends paid and the gross effect of reinvesting dividends.
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Of course, these historical results may not continue in the future and
cannot predict or reflect the performance of AMT International Investments. In
addition, investors should keep in mind the added risks inherent in foreign
markets, such as currency exchange fluctuations, interest rates, and economic
and political conditions, all of which can lead to a greater degree of
volatility than funds that invest primarily in U.S. stocks.
Q: What is your investment approach?
A: N&B Management seeks to capitalize on investments in countries where
positive economic and political factors are likely to produce above-average
returns. Studies have shown that the allocation of assets among countries is
typically the most important factor contributing to portfolio performance. N&B
Management believes that in the long term, a nation's economic growth and the
performance of its equity market are highly correlated. Therefore, N&B
Management will continuously evaluate the global economic outlook as well as
individual country data to guide country allocation. Our process also leads to
diversification across many countries, typically 20 or more, in an effort to
limit total portfolio risk.
N&B Management strives to invest in companies within the selected
countries that are in the best position to capitalize on such positive
developments or companies that are most attractively valued. N&B Management
will usually include in the Series' investments the securities of large-
capitalization companies in relation to each individual national market, as well
as securities of faster-growing, medium-sized companies that offer potentially
higher returns but are often associated with higher risk.
The criteria for security selection focus on companies with leadership
in specific markets or niches within specific industries, which appear to
exhibit positive fundamentals, and seem undervalued relative to their earnings
potential or the worth of their assets. Typically, in emerging markets, N&B
Management will invest in relatively large, established companies which N&B
Management believes possess the managerial, financial, and marketing strength to
exploit successfully the growth of a dynamic economy. In more developed
markets, such as Europe and Japan, the Series may invest to a higher degree in
medium-sized companies. Medium-sized companies can often provide above average
growth, and are less followed by market analysts, a fact that sometimes leads to
inefficient valuation.
Finally, N&B Management will strive to limit total portfolio volatility
and increase returns by selectively hedging the Series' foreign currency
exposure in times when N&B Management expects the U.S. Dollar to strengthen.
Q: How do you perceive the current outlook?
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A: There is still an abundance of exciting investment opportunities
around the world. Many equity markets still have not reached the maturity stage
of the U.S. market and have much more room to grow. There are new markets
opening up to foreign investments and many changes are occurring in markets
where equity investments have traditionally commanded less attention than
fixed-income securities.
In addition, it appears that both Europe and Japan recently passed the
bottom of their economic cycles. In many economies, the current recession has
been the most severe of all recessions in the last five decades. With global
inflation still in check, many economies should continue to have lower interest
rates, which, coupled with a forecast of recovery in profits, could positively
impact stock market returns.
TIMELY OPPORTUNITY FOR INVESTORS LOOKING FOR INTERNATIONAL BARGAINS
"IF YOU HAVE MOST OF YOUR MONEY IN U.S. STOCKS, NOW MAY BE A GOOD TIME
TO SHIFT PART OF YOUR PORTFOLIO ABROAD." THE WALL STREET JOURNAL, JULY 25,
1995.
While the U.S. stock market has been reaching new highs in recent
months, you may be able to find more bargains in international stocks than you
may locate on Wall Street. "Today, we are finding a large supply of what we
believe to be excellent companies whose stocks are priced at very low levels,"
explains Felix Rovelli, portfolio manager for AMT International Investments, a
fund that invests in the stocks of companies outside the United States.
"For the past year, " Rovelli continues, "the economies of many
countries have been growing, and the fundamentals of many selected individual
company stocks have looked strong. Yet because of concerns -- over Mexico and
the falling U.S. dollar, among other things -- international stock prices have
lagged. That is, until recently."
AFTER FACING SETBACKS IN 1994 AND EARLIER THIS YEAR, PLENTY OF REGIONS
OUTSIDE THE UNITED STATES HAVE BEGUN TO BOUNCE BACK.
In its June 1995 quarterly report on mutual funds, The Wall Street
Journal reported that stock markets in both emerging areas and developed
European countries rebounded strongly from April 1st to June 30th.(2)
What is causing this apparent turnaround? France, Italy, and other
European countries have been recovering from recessions. In developing
countries like Thailand and Malaysia, the economies have been moving ahead at
impressive growth rates of 6% to 10% annually -- over twice the U.S. rate.
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(2) July 7, 1995. Drawn from data supplied by Lipper Analytical
Services.
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AMT INTERNATIONAL INVESTMENTS SEARCHES FAR AND WIDE FOR THE BEST
BARGAINS OUTSIDE THE UNITED STATES.
Without restrictions as to regions, portfolio manager Felix Rovelli can
exploit investment opportunities wherever and whenever they arise -- in both
developed and emerging economies. He invests in the stocks of companies with
solid fundamentals that he believes to be undervalued and to have above-average
potential for capital appreciation.
THERESA A. HAVELL AND THOMAS G. WOLFE: PORTFOLIO MANAGERS OF AMT LIMITED
MATURITY BOND INVESTMENTS AND AMT BALANCED INVESTMENTS (DEBT SECURITIES
PORTION); AND THERESA A. HAVELL AND WILLIAM C. CUNNINGHAM: PORTFOLIO MANAGERS
OF AMT GOVERNMENT INCOME INVESTMENTS.
Investors are accustomed to thinking of yield or interest rate figures
as the same as total return on their investment, because savings accounts,
conventional money market funds, and Cds do indeed return the stated yield. But
bond funds are different -- bonds not only pay interest, they also fluctuate in
value. For example, a decline in prevailing levels of interest rates generally
increases the value of debt securities in a bond fund's portfolio, while an
increase in rates usually reduces the value of those securities. As a result,
interest rate fluctuations will affect a fund's net asset value (and total
return) but not the income received by the fund from its portfolio securities.
Both the yield and risk to principal usually increase as the maturity of the
bond increases.
So looking at yield alone carries high risk because the highest yielding
bonds historically tend to be the ones with the longest maturities. The risk to
principal in these bonds can be nearly as great as the risk in stocks and may
not produce the same reward.
What advice does Ms. Theresa Havell, the manager of the Fixed Income
Group of Neuberger&Berman, L.P. have for investors seeking the highest returns
on their fixed income investments? "Look beyond interest rates to total return,"
she states unequivocally. Total return includes the yield from the bond and the
increase or decrease in the market value (price) of the bond.
"Once you consider the risk to principal, then total return is the only
concept that can measure what you are actually earning from your fixed income
securities," Ms. Havell says.
The Limited Maturity Bond Portfolio is intended for investors who seek
the highest current income with less volatility and risk than that of a longer-
term bond fund. Both the yield and risk to principal usually increase as the
maturity of the bond increases. The Portfolio's corresponding Series provides
active fixed income portfolio management through investment in securities with
an average portfolio duration of no longer than four
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years. Studies of historical bond returns have shown that risk-adjusted total
returns were best in bonds having durations of two to five years. The bonds in
this duration range have provided significantly higher returns than shorter-term
securities and nearly the same return as longer-term fixed income securities
with far less volatility. The Portfolio Managers attempt to increase the
Series' value by actively managing duration in response to interest rate trends
and fundamental economic developments. They seek to protect principal by
shortening duration when interest rates are rising and enhance returns by
lengthening duration in a falling interest rate market.
AMT Limited Maturity Bond Investments also enhances return and limits
risk by following a broadly diversified investment program across the various
sectors of the fixed income market. Over long periods of time, corporate,
mortgage- and asset-backed bonds have provided higher returns than Treasury
securities. Relying on extensive internal research, the Portfolio Managers
attempt to increase the value of the Series by purchasing securities at
significant yield premiums to Treasury bonds. N&B Management uses sector
weightings, which are based on an analysis of the key factors that it believes
will impact the relative value and risk for each sector. These factors include
the economic cycle, credit quality trends and supply/demand analysis for each
security type. Within the sectors found attractive, individual bonds are
rigorously analyzed for credit, cash flow and liquidity risk. Those that appear
to offer attractive risk reward ratios are purchased. While overall portfolio
quality is high, N&B Management believes that by careful evaluation of credit
risk, the Series benefits from the inclusion of lower-rated bonds with only
moderate incremental risk.
In the debt securities portion of its investments, AMT Balanced
Investments will utilize the same approach and investment techniques employed by
N&B Management in managing AMT Limited Maturity Bond Investments.
The Government Income Portfolio is designed for investors who seek a
higher level of income and total return than money market or short-to-
intermediate bond funds generally provide and are willing to accept more
principal fluctuation in order to achieve that objective. N&B Management
follows a flexible investment strategy depending on market conditions and
interest rate trends. This opportunistic strategy looks aggressively for
opportunities to maximize income and total return by adjusting the duration to
take maximum advantage of interest rates. The Government Income Portfolio may
be a suitable complement to lower risk, lower return bond funds and a complement
to an equity fund portfolio. On a risk level, longer-term bonds have a standard
deviation between common stocks (represented by the S&P "500" Composite Stock
Price Index ("S&P 500 Index")) and intermediate-term 5-year U.S. Treasury Bonds.
Standard deviation is a statistical measure of the degree to which the value of
an individual security may vary (or deviate) from the mean.
At times, N&B Management may use the concept of "duration" when
describing the investment program of AMT Government Income Investments.
Duration is a measure
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of the expected life of a fixed income security and is an indicator of a
security's price "volatility" or "risk" associated with changes in interest
rates. Whereas a debt security's "term to maturity" measures only the time
until the final payment thereon is made, its duration also takes into account
the present value of each payment thereunder expected to be received through
maturity.
MARK R. GOLDSTEIN, PORTFOLIO MANAGER OF AMT GROWTH INVESTMENTS.
The investment objective of AMT Growth Investments is capital
appreciation, without regard to income. "The Series differs from the other
Series in its willingness to invest in stocks with price/earnings ratios or
price-to-cash-flow ratios that are reasonable relative to a company's growth
prospects and that of the general market," says Mark Goldstein, its portfolio
manager. Mr. Goldstein has consistently followed this approach as a portfolio
manager at N&B Management. He looks for stocks of financially sound companies
with a special market capability, a competitive advantage or product that makes
them particularly attractive over the long term, but likes to purchase them at a
reasonable price relative to their growth rates. Mr. Goldstein calls this
approach "GARP" -- growth at a reasonable price. "An investor shouldn't try to
beat the market by trading funds like stocks. The hardest thing to do -- but
the best thing to do -- is to put in some money when the market is down and keep
it there. That's how one really builds wealth over the long term -- a mutual
fund is a great long-term investment."
"We view value both on a relative and an absolute basis, so we may buy
stocks with somewhat above-market historical growth rates," Mr. Goldstein
explains. "We also tend to stay more fully invested when we think the market is
attractive for quality growth companies. But we will get out of stocks and into
cash when we think there are no reasonable values available."
In the common stock portion of its investments, AMT Balanced Investments
will utilize the same approach and investment techniques employed by N&B
Management in managing AMT Growth Investments.
MICHAEL M. KASSEN AND ROBERT I. GENDELMAN, CO-MANAGERS OF AMT PARTNERS
INVESTMENTS
"The investment objective of AMT Partners Investments is capital
growth," say its co-managers Michael Kassen and Robert Gendelman. "We want to
make money in good markets and not give up those gains during rough times."
"Our investors seek consistent performance and have a moderate risk
tolerance. They do know, however, that stock investments can provide the long-
term upside potential essential to meeting their long-term investment goals,
particularly a comfortable retirement and planning for a college education."
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"We look for stocks that are undervalued in the market-place either in
relation to strong current fundamentals, such as low price-to-earnings ratios,
consistent cash flow, and support from asset values, or in relation to the
growth of their future earnings, as projected by N&B Management. If the market
goes down, those stocks we elect to hold, historically, go down less."
The co-portfolio managers monitor stocks of medium to large-sized
companies that often are not closely scrutinized by other investors. The
managers research these companies in order to determine if they will produce a
new product, become an acquisition target, or undergo a financial restructuring.
What else catches Mr. Kassen's and Mr. Gendelman's eyes? "We like
managements that own their own stock. These companies usually seek to build
shareholder wealth by buying back shares or making acquisitions that have a
swift and positive impact on the bottom line."
To increase the upside potential, the managers zero in on companies that
dominate their industries or their specialized niches. Their reasoning?
"Market leaders tend to earn higher levels of profits."
AMT Partners Investments invests in a wide array of stocks, and no
single stock makes up more than a small fraction of the Series' total assets.
Of course, the Series' holdings are subject to change.
ADDITIONAL INVESTMENT INFORMATION
Some or all of the Series, as indicated below, may make the following
investments, among others although they may not buy all of the types of
securities, or use all of the investment techniques, that are described.
REPURCHASE AGREEMENTS. (ALL SERIES). Repurchase agreements are
agreements under which a Series purchases securities from a bank that is a
member of the Federal Reserve System (or with respect to AMT International
Investments, from a foreign bank or a U.S. branch or agency of a foreign bank),
or a securities dealer, that agrees to repurchase the securities from the Series
at a higher price on a designated future date. Repurchase agreements generally
are for a short period of time, usually less than a week. No Series will enter
into a repurchase agreement with a maturity of more than seven business days if,
as a result, more than 10% of the value of its net assets would then be invested
in such repurchase agreements and other illiquid securities. A Series will
enter into a repurchase agreement only if (1) the underlying securities are of
the type (excluding maturity or duration limitations) that the Series'
investment policies and limitations would allow it to purchase directly, (2) the
market value of the underlying securities, including accrued interest, at all
times equals or exceeds the value of the repurchase agreement, and (3) payment
for the underlying securities is made only upon
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satisfactory evidence that the securities are being held for the Series' account
by the custodian or a bank acting as the Series' agent.
SECURITIES LOANS. (ALL SERIES). In order to realize income, each Series
may lend portfolio securities with a value not exceeding 33-1/3% of its total
assets to banks, brokerage firms, or institutional investors judged creditworthy
by N&B Management. Borrowers are required continuously to secure their
obligations to return securities on loan from the Series by depositing
collateral, which will be marked to market daily, in a form determined to be
satisfactory by the Series Trustees and equal to at least 100% of the market
value of the loaned securities, which will also be marked to market daily. N&B
Management believes the risk of loss on these transactions is slight because, if
a borrower were to default for any reason, the collateral should satisfy the
obligation. However, as with other extensions of secured credit, loans of
portfolio securities involve some risk of loss of rights in the collateral
should the borrower fail financially.
RESTRICTED SECURITIES AND RULE 144A SECURITIES. (ALL SERIES). Each
Series may invest in restricted securities, which are securities that may not be
sold to the public without an effective registration statement under the 1933
Act or, if they are unregistered, may be sold only in a privately negotiated
transaction or pursuant to an exemption from registration. In recognition of
the increased size and liquidity of the institutional markets for unregistered
securities and the importance of institutional investors in the formation of
capital, the SEC has adopted Rule 144A under the 1933 Act, which is designed to
further facilitate efficient trading among institutional investors by permitting
the sale of certain unregistered securities to qualified institutional buyers.
To the extent privately placed securities held by a Series qualify under Rule
144A, and an institutional market develops for those securities, the Series
likely will be able to dispose of the securities without registering them under
the 1933 Act. To the extent that institutional buyers become, for a time,
uninterested in purchasing these securities, investing in Rule 144A securities
could have the effect of increasing the level of a Series' illiquidity. N&B
Management, acting under guidelines established by the Series Trustees, may
determine that certain securities qualified for trading under Rule 144A are
liquid. Foreign securities that can be freely sold in the markets in which they
are principally traded are not considered by a Series to be restricted.
Regulation S under the 1933 Act permits the sale abroad of securities that are
not registered for sale in the U.S.
Where registration is required, a Series may be obligated to pay all or
part of the registration expenses, and a considerable period may elapse between
the decision to sell and the time the Series may be permitted to sell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, the Series might obtain a less favorable
price than prevailed when it decided to sell. To the extent privately placed
securities, including Rule 144A securities, are illiquid, purchases thereof will
be subject to each Series' 10% limit on investments in illiquid securities.
Restricted securities for which no market exists are priced at fair value as
determined in accordance with procedures approved and periodically reviewed by
the Series Trustees.
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REVERSE REPURCHASE AGREEMENTS. (ALL SERIES). A reverse repurchase
agreement involves a Series' sale of portfolio securities subject to its
agreement to repurchase the securities at a later date for a fixed price
reflecting a market rate of interest; these agreements are considered borrowings
for purposes of each Series' investment limitations and policies concerning
borrowings. While a reverse repurchase agreement is outstanding, a Series will
maintain with its custodian in a segregated account cash, U.S. Government or
Agency Securities, or other liquid, high-grade debt securities, marked to
market daily, in an amount at least equal to the Series' obligations under the
agreement. There is a risk that the contra-party to a reverse repurchase
agreement will be unable or unwilling to complete the transaction as scheduled,
which may result in losses to the Series.
BANKING AND SAVINGS INSTITUTION SECURITIES. (AMT LIQUID ASSET
INVESTMENTS, AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME
INVESTMENTS AND AMT BALANCED INVESTMENTS). Each of these Series may invest in
banking and savings institution obligations, which include Cds, time deposits,
bankers' acceptances, and other short-term debt obligations issued by commercial
banks and Cds, time deposits, and other short-term obligations issued by 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; and bankers' acceptances are time drafts drawn on
commercial banks by borrowers, usually in connection with international
commercial transactions. The Cds, time deposits, and bankers' acceptances in
which a Series invests typically are not covered by deposit insurance.
These Series may invest in securities issued by a commercial bank or
savings institution only if (1) the bank or institution has total assets of at
least $1,000,000,000, (2) the bank or institution is on N&B Management's
approved list, (3) in the case of a U.S. bank or institution, its deposits are
insured by the Federal Deposit Insurance Corporation, and (4) in the case of a
foreign bank or institution, the securities are, in N&B Management's opinion, of
an investment quality comparable with other debt securities that may be
purchased by the Series. These limitations do not prohibit investments in
securities issued by foreign branches of U.S. banks that meet the foregoing
requirements. These Series (except AMT Government Income Investments) do not
currently intend to invest in any security issued by a foreign savings
institution.
LEVERAGE. (AMT INTERNATIONAL INVESTMENTS AND AMT GOVERNMENT INCOME
INVESTMENTS). Each of these Series may make investments when borrowings are
outstanding. Leveraging a Series creates an opportunity for increased net
income but, at the same time, creates special risk considerations. For example,
leveraging may exaggerate changes in the net asset value of Portfolio shares and
in the Portfolio's yield. Although the principal of such borrowings will be
fixed, a Series' assets may change in value during the time the borrowing is
outstanding. Leveraging will create interest expenses for a Series which can
exceed the income from the assets retained. To the extent the income derived
from securities purchased with borrowed funds exceeds the
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interest a Series will have to pay, the Series' net income will be greater than
it would be if leveraging were not used. Conversely, if the income from the
assets retained with borrowed funds is not sufficient to cover the cost of
leveraging, the net income of the Series will be less than if leveraging were
not used, and therefore the amount available for distribution to stockholders as
dividends will be reduced. Reverse repurchase agreements which a Series does
not fully collateralize create leverage, a speculative factor, and will also be
considered as borrowings for purposes of the Series' investment limitations.
Generally, each of these Series does not intend to use leverage for
investment purposes. AMT International Investments may, however, use leverage
to purchase securities needed to close out short sales entered into for hedging
purposes and to facilitate other hedging transactions.
FOREIGN SECURITIES. (ALL SERIES). Each of the Series may invest in U.S.
dollar-denominated securities issued by foreign issuers (including governments,
quasi-governments and, with respect to AMT International Investments, banks) and
foreign branches of U.S. banks, including negotiable Cds, commercial paper and,
with respect to AMT International Investments, bankers' acceptances. These
investments are subject to each Series' quality and, in the case of each fixed
income Series, their maturity or duration standards.
While investments in foreign securities are intended to reduce risk by
providing further diversification (with respect to all Series but AMT
International Investments), such investments involve sovereign and other risks,
in addition to the credit and market risks normally associated with domestic
securities. These additional risks include the possibility of adverse political
and economic developments (including political instability) and the potentially
adverse effects of unavailability of public information regarding issuers,
reduced governmental supervision regarding financial markets, reduced liquidity
of certain financial markets, and the lack of uniform accounting, auditing, and
financial standards or the application of standards that are different or less
stringent than those applied in the U.S.
Each Series (except AMT Liquid Asset Investments) may invest in equity
(except AMT Government Income Investments and AMT Limited Maturity Bond
Investments), debt, or other income-producing securities of issuers in countries
whose governments are considered stable by N&B Management that are denominated
in or indexed to foreign currencies, including, but not limited to, (1) common
and preferred stocks, with respect to all Series except AMT Government Income
Investments and AMT Limited Maturity Bond Investments (2) convertible
securities, with respect to AMT Balanced, Growth, Partners and International
Investments (3) warrants (subject to non-fundamental limitation number 10), with
respect to AMT International Investments (4) Cds, commercial paper, fixed-time
deposits, and bankers' acceptances issued by foreign banks, (5) obligations of
other corporations, and (6) obligations of foreign governments, or their
subdivisions, agencies,
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and instrumentalities, international agencies, and supranational entities.
Investing in these securities includes the special risks associated with
investing in non-U.S. issuers described in the preceding paragraph and the
additional risks of (1) nationalization, expropriation, or confiscatory
taxation, (2) adverse changes in investment or exchange control regulations
(which could prevent cash from being brought back to the U.S.), and (3)
expropriation or nationalization of foreign portfolio companies. Additionally,
dividends and interest payable on foreign securities may be subject to foreign
taxes, including taxes withheld from those payments, and there are generally
higher commission rates on foreign portfolio transactions. Fixed commissions on
foreign securities exchanges are generally higher than negotiated commissions on
U.S. exchanges, although each Series endeavors to achieve the most favorable net
results on portfolio transactions. There is generally less government
supervision and regulation of securities exchanges, brokers, dealers and listed
companies than in the U.S. Mail service between the U.S. and foreign countries
may be slower or less reliable than within the United States, thus increasing
the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities.
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.
Foreign securities often trade with less frequency and in less volume
than domestic securities and therefore may exhibit greater price volatility.
Additional costs associated with an investment in foreign securities may include
higher 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. Such delays in settlement could result in temporary
periods when a portion of the assets of a Series is uninvested and no return is
earned thereon. The inability of a Series to make intended security purchases
due to settlement problems could cause a Series to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result either in losses to a Series due to subsequent declines in
value of the portfolio securities, or, if a Series has entered into a contract
to sell the securities, could result in possible liability to the purchaser. In
addition, with respect to certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect a Series' investments in those
countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross
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national product, rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position.
With respect to all Series except AMT International Investments and AMT
Liquid Asset Investments, in order to limit the risk inherent in investing in
foreign- currency-denominated securities, each Series may not purchase any such
security if after such purchase more than 10% of its total assets (taken at
market value) (except 25% with respect to AMT Limited Maturity Bond and
Government Income Investments) would be invested in such securities. Within
such limitation, however, a Series is not restricted in the amount it may invest
in securities denominated in any one foreign currency.
VARIABLE OR FLOATING RATE SECURITIES. (AMT LIQUID ASSET INVESTMENTS,
AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS, AND
AMT BALANCED INVESTMENTS). Variable rate securities provide for automatic
adjustment of the interest rate at fixed intervals (e.g., daily, monthly, or
semi-annually); floating rate securities provide for automatic adjustment of the
interest rate whenever some specified interest rate index changes. The interest
rate on variable and floating rate securities (collectively, "Variable 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. The Variable Rate Securities in which each Series invests frequently
permit the holder to demand payment of the securities' 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, the Variable Rate
Securities might not meet the quality standards applicable to obligations
purchased by the Series. Accordingly, in purchasing these securities, each
Series relies primarily on the creditworthiness of the credit instrument issuer
or the insurer. A Series will not 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 (excluding securities that do not rely on the credit instrument
or insurance for their rating, i.e., stand on their own credit).
A Series can also buy fixed rate securities accompanied by demand
features or put options, permitting the Series to sell the security to the
issuer or third party at a specified price. A Series may rely on the
creditworthiness of issuers of puts in purchasing these securities.
In calculating its maturity or duration, each Series is permitted to
treat certain variable and floating rate securities as maturing on a date prior
to the date on which principal is due to be paid. In applying such maturity
shortening devices, N&B Management considers whether the interest rate reset is
expected to cause the security to trade at approximately its par value.
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MORTGAGE-BACKED SECURITIES. (AMT LIQUID ASSET INVESTMENTS, AMT LIMITED
MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS AND AMT BALANCED
INVESTMENTS). Mortgage-backed securities represent direct or indirect
participations in, or are secured by and payable from, pools of mortgage loans.
They may be issued or guaranteed by a U.S. Government agency or instrumentality
(though not necessarily backed by the full faith and credit of the United
States), such as the Government National Mortgage Association ("GNMA"), the
Federal National Mortgage Association ("FNMA"), and the Federal Home Loan
Mortgage Corporation ("FHLMC"), or may be issued by private issuers.
Mortgage-backed securities may be issued in the form of collateralized
mortgage obligations ("CMOs") or mortgage-backed bonds. CMOs are obligations
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. Mortgage-backed bonds are general obligations of the issuer 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 of a CMO but not that of a
mortgage-backed bond (although, like many bonds, mortgage-backed bonds may be
callable by the issuer prior to maturity).
Governmental, government-related, and private entities may create
mortgage loan pools to back mortgage pass-through and mortgage-collateralized
investments in addition to those described above. Commercial banks, savings
institutions, private mortgage insurance companies, mortgage bankers, and other
secondary market issuers, including securities broker-dealers and special
purpose entities (which generally are affiliates of the foregoing established to
issue such securities), also create pass-through pools of residential mortgage
loans. In addition, 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. Timely payment
of interest and principal of these pools may be supported by various forms of
insurance or guarantees, including individual loan, title, pool, and hazard
insurance, and letters of credit. The insurance and guarantees are issued by
governmental entities, private insurers, and the mortgage poolers. Such
insurance and guarantees, as well as the creditworthiness of the issuers thereof
will be considered in determining whether a mortgage-backed security meets a
Series' investment quality standards. There can be no assurance that the
private insurers or guarantors can meet their obligations under the insurance
policies or guarantee arrangements.
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A Series may buy mortgage-backed securities without insurance or
guarantees, if N&B Management determines that the securities meet the Series'
quality standards. A Series will not purchase mortgage-backed securities or any
other assets that, in N&B Management's opinion, are illiquid if, as a result,
more than 10% of the value of the Series' net assets will be illiquid. N&B
Management will, consistent with a Series' objective, policies and limitations,
and quality standards, consider making investments in new types of mortgage-
backed securities as such securities are developed and offered to investors.
Because many mortgages are repaid early, the actual maturity of many
mortgage-related securities is shorter than their stated final maturity. In
calculating its maturity or duration, a Series may apply certain industry
conventions regarding the maturity or duration of mortgage-backed instruments. A
change in market interest rates will affect the rate at which homeowners prepay
or refinance their mortgages and, consequently, will change the effective
maturities of most mortgage-related securities.
ASSET-BACKED SECURITIES. (AMT LIQUID ASSET INVESTMENTS, AMT LIMITED
MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS, AND AMT BALANCED
INVESTMENTS). These Series may purchase asset-backed securities, including
commercial paper. 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. Payments or distributions of
principal and interest on asset-backed securities may be supported by credit
enhancements, such as various forms of cash collateral accounts or letters of
credit. Like mortgage-related securities, asset-backed securities are subject
to the risk of prepayment. The risk that recovery on repossessed collateral
might be unavailable or inadequate to support payments on asset-backed
securities, however, is greater than is the case for mortgage-backed securities.
Certificates for Automobile Receivables ("CARS-SM-") 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 the contracts. Payments of principal and interest on CARS-SM- 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 CARS-SM- if the full amounts due on underlying
installment sales contracts are not realized by the trust because of
unanticipated legal or administrative costs of enforcing the contracts, or
because of depreciation, damage, or loss of the vehicles securing the contracts,
or other factors.
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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 the maturity of credit card receivable
securities, most such securities provide for a fixed period during which only
interest payments on the underlying Accounts are passed through to the security
holder and principal payments received on the Accounts are used to fund the
transfer to the pool of assets supporting the securities of additional credit
card charges made on the Accounts. Usually, the initial fixed period also may
be shortened upon the occurrence of specified events that signal a potential
deterioration in the quality of the assets backing the security, such as the
imposition of a cap on interest rates. The ability of the issuer to extend the
life of an issue of credit card receivable securities thus depends on the
continued generation of additional principal amounts in the underlying Accounts
and the non-occurrence of specified events. The nondeductibility 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, 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 which 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 most other asset-backed securities, Accounts
are unsecured obligations of the cardholders.
DOLLAR ROLLS. (AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT
INCOME INVESTMENTS, AND AMT BALANCED INVESTMENTS). A "dollar roll" involves the
sale by a Series of securities for delivery in the current month and the Series'
simultaneously agreeing to repurchase substantially similar (same type and
coupon) securities on a specified future date from the same party. A "covered
roll" is a specific type of dollar roll for which there is an offsetting cash
position or a cash equivalent security position that matures on or before the
forward settlement date of the dollar roll transaction. These techniques are
considered borrowings for purposes of each Series' investment policies and
limitations concerning borrowings. There is a risk that the contra-party will
be unable or unwilling to complete the transactions as scheduled, which may
result in losses to each Series.
FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. (ALL SERIES EXCEPT AMT
LIQUID ASSET INVESTMENTS). Each Series may purchase securities (including, with
respect to AMT Limited Maturity Bond, Government Income and Balanced
Investments, mortgage-backed securities such as GNMA, FHMA, and FHLMC
certificates) on a when-
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issued basis, that is, by committing to purchase securities (to secure an
advantageous price and yield at the time of the commitment) and completing the
purchase by making payment against delivery of the securities at a future date.
AMT International Investments may purchase securities on a when-issued basis or
purchase or sell securities on a forward commitment basis. These transactions
involve a commitment by a Series to purchase or sell securities at a future date
(ordinarily one or two months later). The price of the underlying securities
(usually expressed in terms of yield) and the date when the securities will be
delivered and paid for (the settlement date) are fixed at the time the
transaction is negotiated. When-issued purchases and forward commitment
transactions are negotiated directly with the other party, and such commitments
are not traded on exchanges.
When-issued purchases and forward commitment transactions enable a
Series to "lock in" what the adviser believes to be an attractive price or yield
on a particular security for a period of time, regardless of future changes in
interest rates. For instance, in periods of rising interest rates and falling
prices, a Series might sell securities it owns on a forward commitment basis to
limit its exposure to falling prices. In periods of falling interest rates and
rising prices, a Series might purchase a security on a when-issued or forward
commitment basis and sell a similar security to settle such purchase, thereby
obtaining the benefit of currently higher yields.
The value of securities purchased on a when-issued or forward commitment
basis and any subsequent fluctuations in their value are reflected in the
computation of a Series' net asset value starting on the date of the agreement
to purchase the securities. A Series does not earn interest on the securities
it has committed to purchase until they are paid for and delivered on the
settlement date. When a Series makes a forward commitment to sell securities it
owns, the proceeds to be received upon settlement are included in a Series'
assets. Fluctuations in the market value of the underlying securities are not
reflected in a Series' NAV as long as the commitment to sell remains in effect.
Settlement of when-issued purchases and forward commitment transactions
generally takes place within two months after the date of the transactions, but
a Series may agree to a longer settlement period.
A Series will purchase securities on a when-issued basis or purchase or
sell securities on a forward commitment basis only with the intention of
completing the transaction and actually purchasing or selling the securities.
If deemed advisable as a matter of investment strategy, however, a Series may
dispose of or renegotiate a commitment after it has been entered into. A Series
also may sell securities it has committed to purchase before those securities
are delivered to the Series on the settlement date. A Series may realize a
capital gain or loss in connection with these transactions.
When a Series purchases securities on a when-issued basis, it maintains,
in a segregated account with its custodian, until payment is made, cash, U.S.
government
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securities, or other liquid, high-grade debt securities having an aggregate
market value equal to the amount of its purchase commitment. In the case of a
forward commitment to sell portfolio securities, the custodian will hold the
portfolio securities themselves in a segregated account while the commitment is
outstanding. These procedures are designed to ensure that a Series will
maintain sufficient assets at all times to cover its obligations under when-
issued purchases and forward commitments.
COVERED CALL (ALL SERIES EXCEPT AMT LIQUID ASSET INVESTMENTS) AND PUT
(AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS, AMT
BALANCED INVESTMENTS AND AMT INTERNATIONAL INVESTMENTS) OPTIONS ON INDIVIDUAL
SECURITIES. AMT Limited Maturity Bond Investments, AMT Government Income
Investments, and AMT Balanced Investments may write or purchase put and call
options on securities. Each of AMT Partners and AMT Growth Investments may
write or purchase covered call options on securities it owns valued at up to 10%
of its net assets. Generally, the purpose of writing and purchasing these
options is to reduce the effect of the securities' price fluctuations that
effect a Portfolio's NAV. AMT Limited Maturity Bond, Government Income, and
Balanced Investments may also write covered call options to earn premium income.
AMT International Investments may write call options and purchase put
options on securities in order to hedge (I.E., write or purchase options to
reduce the effect of price fluctuations of securities held by the Series that
affect the Portfolio's NAV). The Series may also purchase or write put options,
purchase call options and write covered call options in an attempt to enhance
income.
The obligation under any option terminates upon expiration of the option
or at an earlier time, when the writer offsets the option by entering into a
"closing purchase transaction" to purchase an option of the same series. If an
option is purchased by a Series and is never exercised, the Series will lose the
entire amount of the premium paid.
A Series will receive a premium for writing a put option, which will
obligate the Series to acquire a certain security at a certain price at any time
until a certain date if the purchaser of the option decides to sell such
security. The writer of the option may be obligated to purchase the security at
more than its current value.
When a Series purchases a put option, it pays a premium to the writer
for the right to sell a security to the writer for a specified amount at any
time until a certain date. A Series would purchase a put option in order to
protect itself against a decline in the market value of a security it owns.
When a Series writes a call option, it is obligated to sell a security
to a purchaser at a specified price at any time the purchaser requests, until a
certain date, for a premium. Each Series intends to write only "covered" call
options on securities it owns. So long as the obligation of the writer of the
call option continues, the writer may be
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assigned an exercise notice, requiring it to deliver the underlying security
against payment of the exercise price. The writer may be obligated to deliver
securities underlying an option at less than the market price thereby giving up
any additional gain on the security.
When a Series purchases a call option, it pays a premium for the right
to purchase a security from the writer at a specified price until a specified
date. A call option would be purchased by a Series in order to protect against
an increase in the price of the securities it intends to purchase or to offset a
previously written call option.
Portfolio securities on which call and put options may be written and
purchased by a Series are purchased solely on the basis of investment
considerations consistent with the Series' investment objective. The writing of
covered call options is a conservative investment technique believed to involve
relatively little risk (in contrast to the writing of "naked" or uncovered call
options, which a Series will not do), but is capable of enhancing a Series'
total return. When writing a covered call option, a Series, in return for the
premium, gives up the opportunity for profit from a price increase in the
underlying security above the exercise price, but conversely retains the risk of
loss should the price of the security decline. When writing a put option, a
Series, in return for the premium, takes the risk that it must purchase the
underlying security at an exercise price, which may be more than the current
market price of the security. If a call or put option that a Series has written
expires unexercised, the Series will realize a gain in the amount of the
premium; however, in the case of a call option, that gain may be offset by a
decline in the market value of the underlying security during the option period.
If the call or put option is exercised, the Series will realize a gain or loss
from the sale or purchase of the underlying security.
Securities options are traded both on exchanges and in the over-the-
counter ("OTC") market. Exchange-traded options are issued by a clearing
organization affiliated with the exchange on which the option is listed; the
clearing organization in effect guarantees completion of every exchange-traded
option. In contrast, OTC options are contracts between a Series and its
counter-party with no clearing organization guarantee. Thus, when a Series
sells or purchases an OTC option, it generally will be able to "close out" the
option prior to its expiration only by entering into a "closing purchase
transaction" with the dealer to whom or from whom the Series originally sold or
purchased the option. There can be no assurance that a Series would be able to
liquidate an OTC option at any time prior to expiration. Unless a Series is
able to effect a closing purchase transaction in a covered OTC call option it
has written, it will not be able to liquidate securities used as cover until the
option expires or is exercised or different cover is substituted. In the event
of the counter-party's insolvency, a Series may be unable to liquidate its
option position and the associated cover. N&B Management monitors the
creditworthiness of dealers with which a Series may engage in OTC options, and
will limit a Series' counterparties in such transactions to dealers with a net
worth of at least $20 million as reported in their latest financial statements.
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The assets used as cover (and held in a segregated account) for OTC
options sold or written by a Series will be considered illiquid for purposes of
the non-fundamental policies and limitations of the Series unless the OTC
options are sold to qualified dealers who agree that the Series may repurchase
any OTC option it writes at a maximum price to be calculated by a formula set
forth in the option agreement. The cover for an OTC call option written subject
to this procedure will be considered illiquid only to the extent that the
maximum repurchase price under the formula exceeds the intrinsic value of the
option.
The premium received (or paid) by a Series when it writes (or purchases)
a call or put option is the amount at which the option is currently traded on
the applicable exchange, less (or plus) a commission. The premium may reflect,
among other things, the current market price of the underlying security, the
relationship of the exercise price to the market price, the historical price
volatility of the underlying security, the length of the option period, the
general supply of and demand for credit, and the general interest rate
environment. The premium received by a Series for writing a covered call or put
option is recorded as a liability on the Series' statement of assets and
liabilities. This liability is adjusted daily to the option's current market
value, which is the sales price on the option's last trade on that day before
the time the Series' NAV is computed or, in the absence of any trades thereof on
that day, the mean between the bid and ask prices as of that time.
Each Series pays the brokerage commissions in connection with purchasing
or writing options, including those used to close out existing positions. These
brokerage commissions normally are higher than those applicable to purchases and
sales of portfolio securities.
Closing transactions are effected in order to realize a profit on an
outstanding option, to prevent an underlying security from being called, or to
permit the sale or the put of the underlying security. Furthermore, effecting a
closing transaction permits a Series to write another call option on the
underlying security with either a different exercise price or expiration date or
both. If a Series desires to sell a particular security on which it has written
a call option (or if it desires to protect itself against having to purchase a
security on which it has written a put option), it will seek to effect a closing
transaction prior to, or concurrently with, the sale (or purchase) of the
security. There is, of course, no assurance that a Series will be able to
effect closing transactions at favorable prices. If a Series cannot enter into
such a transaction, it may be required to hold a security that it might
otherwise have sold, (or purchase a security that it would not have otherwise
bought), in which case it would continue to be subject to market risk on the
security.
Options normally have expiration dates between three and nine months
from the date written. AMT International Investments may purchase both
European-style options and American-style options. European-style options are
only exercisable immediately
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prior to their expiration. American-style options, in contrast, are exercisable
at any time prior to their expiration date. The exercise price of an option may
be below, equal to, or above the current market value of the underlying security
at the time the option is written. From time to time, a Series may purchase an
underlying security for delivery in accordance with an exercise notice of a call
option assigned to it, rather than delivering the security from its portfolio.
In those cases, additional brokerage commissions are incurred.
A Series will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from writing the call or put option. However, because increases in the
market price of a call option generally reflect increases in the market price of
the underlying security, any loss resulting from the repurchase of a call option
is likely to be offset in whole or in part by appreciation of the underlying
security owned by a Series.
PUT AND CALL OPTIONS ON SECURITIES INDICES. (AMT INTERNATIONAL
INVESTMENTS). AMT International Investments may write or purchase put and call
options on securities indices for the purpose of hedging against the risk of
unfavorable price movements adversely affecting the value of the Series'
securities or securities the Series intends to buy. However, the Series
currently does not expect to invest a substantial portion of its assets in
securities index options. Unlike a securities option, which gives the holder
the right to purchase or sell a specified security at a specified price, an
option on a securities index gives the holder the right to receive a cash
"exercise settlement amount" equal to (i) the difference between the exercise
price of the option and the value of the underlying securities index on the
exercise date multiplied by (ii) a fixed "index multiplier."
A securities index fluctuates with changes in the market values of the
securities included in the index. Options on stock indexes are currently traded
on the Chicago Board Options Exchange, the NYSE, the AmEx and foreign exchanges.
The Series may purchase put options in order to hedge against an
anticipated decline in securities market prices that might adversely affect the
value of the Series' portfolio securities. If the Series purchases a put option
on a securities index, the amount of the payment it would receive upon
exercising the option would depend on the extent of any decline in the level of
the securities index below the exercise price. Such payments would tend to
offset a decline in the value of the Series' portfolio securities. However, if
the level of the securities index increases and remains above the exercise price
while the put option is outstanding, the Series will not be able to exercise the
option profitably and will lose the amount of the premium and any transaction
costs. Such loss may be partially offset by an increase in the value of the
Series's portfolio securities.
The Series may purchase call options on securities indices in order to
participate in an anticipated increase in securities market prices. If the
Series purchases a call option on a securities index, the amount of the payment
it receives upon exercising the
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option depends on the extent of any increase in the level of the securities
index above the exercise price. Such payments would, in effect, allow the
Series to benefit from securities market appreciation even though it may not
have had sufficient cash to purchase the underlying securities. Such payments
may also offset increases in the price of securities that the Series intends to
purchase. If, however, the level of the securities index declines and remains
below the exercise price while the call option is outstanding, the Series will
not be able to exercise the option profitably and will lose the amount of the
premium and transaction costs. Such loss may be partially offset by a reduction
in the price the Series pays to buy additional securities for its portfolio.
The Series may write securities index options in order to close out
positions in securities index options which it has purchased. These closing
sale transactions enable the Series immediately to realize gains or minimize
losses on its options positions. If the Series is unable to effect a closing
sale transaction with respect to options that it has purchased, it would have to
exercise the options in order to realize any profit and may incur transaction
costs upon the purchase or sale of underlying securities.
The 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.
The effectiveness of hedging through the purchase of securities index
options will depend upon the extent to which price movements in the portion of
the securities portfolio being hedged correlate with price movements in the
selected securities index. Perfect correlation is not possible because the
securities held or to be acquired by the Series will not exactly match the
composition of the securities indices on which options are available. In
addition, the purchase of securities index options involves the risk that the
premium and transaction costs paid by the Series in purchasing an option will be
lost as a result of unanticipated movements in prices of the securities
comprising the securities index on which the option is based.
OTHER RISKS OF OPTIONS TRANSACTIONS. All securities index options
purchased by AMT International Investments will be listed and traded on an
exchange. There is no assurance that a liquid secondary market on a domestic or
foreign options exchange will exist for any particular exchange-traded option,
or at any particular time, and for some options no secondary market on an
exchange or elsewhere may exist. If the Series is unable to effect a closing
purchase transaction with respect to covered options it has written, it will not
be able to sell the underlying securities or dispose of assets held in a
segregated account until the options expire or are exercised. AMT International
Investments may purchase and sell both options that are traded on U.S. and
foreign exchanges and certain options traded in the OTC market in transactions
with broker-dealers who make markets in such options.
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Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient interest in trading
certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (iii) trading halts, suspensions
or other restrictions may be imposed with respect to particular classes or
series of options or underlying securities; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an exchange or its clearing organization may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic
or other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on that exchange (or in that class or series of options)
would cease to exist, although outstanding options on that exchange that had
been issued by the clearing organization as a result of trades on that exchange
would continue to be exercisable in accordance with their terms.
The writing and purchase of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. The writing of options on
securities involves a risk that a portfolio will be required to sell or purchase
such securities at a price less favorable than the current market price and will
lose the benefit of appreciation or depreciation in the market price of such
securities.
The Series would incur brokerage commissions or spreads in connection
with its options transactions as well as for purchases and sales of underlying
securities. Brokerage commissions from options transactions are generally
higher than for portfolio securities transactions. The writing of options could
result in a significant increase in the Series' turnover rate.
INDEXED SECURITIES. (AMT LIMITED MATURITY BOND INVESTMENTS, AMT
GOVERNMENT INCOME INVESTMENTS, AMT INTERNATIONAL INVESTMENTS, AND AMT BALANCED
INVESTMENTS). These Series may invest in securities 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 value at maturity or interest rate rises or falls
according to the change in one or more specified underlying instruments.
Indexed securities may be positively or negatively indexed (i.e., their value
may increase or decrease if the underlying instrument appreciates) and 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.
FUTURES CONTRACTS AND OPTIONS THEREON. (AMT INTERNATIONAL INVESTMENTS,
AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS, AND
AMT BALANCED INVESTMENTS). AMT International Investments may enter into futures
contracts for the purchase or sale of individual securities and futures
contracts on securities indices
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which are traded on exchanges licensed and 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 the rules of such foreign exchange. AMT International
Investments may purchase and sell futures for bona fide hedging purposes and
non-hedging purposes (I.E., in an effort to enhance income) as defined in
regulations of the CFTC.
AMT Limited Maturity Bond, Government Income, and Balanced Investments
may purchase and sell interest-rate futures contracts and options thereon.
These Series engage in interest rate futures and options transactions in an
attempt to hedge against changes in securities prices resulting from expected
changes in prevailing interest rates, and they engage in foreign currency
futures and options transactions in an attempt to hedge against expected changes
in prevailing currency exchange rates. Because the futures markets may be more
liquid than the cash markets, the use of futures permits a Series to enhance
portfolio liquidity and maintain a defensive position without having to sell
portfolio securities. These Series do not engage in transactions in futures or
options thereon for speculation; they view investment in (1) interest-rate
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 and (2) foreign currency futures and options thereon as a means of
establishing more definitely the effective return on securities denominated in
foreign currencies held or intended to be acquired by them.
A futures contract on a security is a binding contractual commitment
which, if held to maturity, will result in an obligation to make or accept
delivery of securities having a standardized face value and rate of return
during a particular month. By purchasing futures on securities, a Series will
legally obligate itself to accept delivery of the underlying security and to pay
the agreed price. By selling futures on securities, the Series will legally
obligate itself to make delivery of the security and receive payment of the
agreed price.
Open futures positions on securities are valued at the most recent
settlement price, unless such price does not reflect the fair value of the
contract, in which case the position will be valued by or under the direction of
the Trustees of Managers Trust.
Futures contracts on securities are not normally held to maturity but
are instead liquidated through offsetting transactions which may result in a
profit or loss. While futures contracts on securities entered into by a Series
will usually be liquidated in this manner, the Series may instead make or take
delivery of the underlying securities whenever it appears economically
advantageous for it to do so. A clearing corporation associated with the
exchange on which futures on securities are traded assumes responsibility for
closing out contracts and guarantees that, if a contract is still open, the sale
or purchase of securities will be performed on the settlement date.
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Similarly, a securities index futures contract does not require the
physical delivery of securities, but merely provides for profits and losses
resulting from changes in the market value of the contract to be credited or
debited at the close of each trading day to the respective accounts of the
parties to the contract. On the contract's expiration date, a final cash
settlement occurs and the futures positions are simply closed out. Changes in
the market value of a particular securities index futures contract reflect
changes in the specified index of the securities on which the futures contract
is based.
A Series sells futures contracts in order to offset a possible decline
in the value of its securities. When a futures contract is sold by a Series,
the value of the contract will tend to rise when the value of the Series'
securities declines and will tend to fall when the value of such securities
increases. A Series purchases future contracts in order to fix what is believed
to be a favorable price for securities a Series intends to purchase. If a
futures contract is purchased by a Series, the value of the contract will tend
to change together with changes in the value of such securities.
A Series may also purchase put and call options on futures contracts for
bona fide hedging and, with respect to AMT International Investments, non-
hedging purposes. A put option purchased by a Series would give it the right to
assume a position as the seller of a futures contract (assume a "short
position"). A call option purchased by a Series would give it the right to
assume a position as the purchaser of a futures contract (assume a "long
position"). The purchase of an option on a futures contract requires a Series
to pay a premium. In exchange for the premium, a Series becomes entitled to
exercise the benefits, if any, provided by the futures contract, but is not
required to take any actions under the contract. If the option cannot be
profitably exercised before it expires, the Series' loss will be limited to the
amount of the premium and any transaction costs.
In addition, a Series may write (sell) put and call options on futures
contracts for bona fide hedging and, with respect to AMT International
Investments, non-hedging purposes. The writing of a put option on a futures
contract generates a premium, which may partially offset an increase in the
price of securities that a Series intends to purchase. However, a Series
becomes obligated to purchase a futures contract, which may have a value lower
than the exercise price. Conversely, the writing of a call option on a futures
contract generates a premium which may partially offset a decline in the value
of a Series' assets. By writing a call option, a Series becomes obligated, in
exchange for the premium, to sell a futures contract, which may have a value
higher than the exercise price.
A Series may enter into closing purchase or sale transactions in order
to terminate a futures contract. A Series may close out an option which it has
purchased or written by selling or purchasing an offsetting option of the same
series. There is no guarantee that such closing transactions can be effected.
A Series' ability to enter into closing transactions depends on the development
and maintenance of a liquid market, which may
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not be available at all times.
Although futures and options transactions are intended to enable a
Series to manage interest rate, stock market or currency exchange risks,
unanticipated changes in interest rates, market prices or currency exchange
rates could result in poorer performance than if a Series had not entered into
these transactions. Even if N&B Management correctly predicts interest rate,
market price or currency rate movements, a hedge could be unsuccessful if
changes in the value of a Series' futures position did not correspond to changes
in the value of its investments. This lack of correlation between a Series'
futures and securities or currency positions may be caused by differences
between the futures and securities or currency markets or by differences between
the securities underlying the Series' futures position and the securities held
by or to be purchased for the Series. N&B Management will attempt to minimize
these risks through careful selection and monitoring of a Series' futures and
options positions. The ability to predict the direction of the securities
markets, interest rates and currency exchange rates involves skills different
from those used in selecting securities.
The prices of futures contracts depend primarily on the value or level
of the securities or indices on which they are based. Because there is a
limited number of types of futures contracts, it is likely that the
standardized futures contracts available to a Series will not exactly match the
securities the Series wishes to hedge or intends to purchase, and consequently
will not provide a perfect hedge against all price fluctuation. To compensate
for differences in historical volatility between positions a Series wishes to
hedge and the standardized futures contracts available to it, a Series may
purchase or sell futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase.
FOREIGN CURRENCY TRANSACTIONS. (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). The Series may engage in foreign currency exchange transactions.
Foreign currency exchange transactions will be conducted either on a spot (I.E.,
cash) basis at the spot rate prevailing in the foreign currency exchange market,
or through entering into forward contracts to purchase or sell foreign
currencies ("forward contracts") (in amounts not exceeding 5% of each Series'
net assets, with respect to AMT Partners and Growth Investments). A Series may
enter into forward contracts in order to protect against uncertainty in the
level of future foreign currency exchange rates. AMT International Investments
may also enter forward contracts for non-hedging purposes. A forward contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days (usually less than one year) from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. These contracts are traded in the interbank market conducted directly
between traders (usually large commercial banks) and their customers. A forward
contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the spread)
between the price at which they are buying
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and selling various currencies.
When a Series enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may wish to "lock in" the U.S.
dollar price of the security. By entering into a forward contract for the
purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign
currency involved in the underlying security transactions, a Series will be able
to protect itself against a possible loss. Such loss would result from an
adverse change in the relationship between the U.S. dollar and the foreign
currency during the period between the date on which the security is purchased
or sold and the date on which payment is made or received.
When N&B Management believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, it may also
enter into a forward contract to sell the amount of foreign currency for a fixed
amount of dollars which approximates the value of some or all of a Series'
securities denominated in such foreign currency. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible, since the future value of such securities denominated in
foreign currencies will change as a consequence of market movements in the value
of those securities between the date the forward contract is entered into and
the date it matures.
A Series may also engage in cross-hedging by using forward contracts in
one currency to hedge against fluctuations in the value of securities
denominated in a different currency, when N&B Management believes that there is
a pattern of correlation between the two currencies. AMT International
Investments may also purchase and sell forward contracts for non-hedging
purposes when N&B Management anticipates that the foreign currency will
appreciate or depreciate in value, but securities in that currency do not
present attractive investment opportunities and are not held in the Series'
portfolio.
When a Series engages in forward contracts for hedging purposes, it will
not enter into forward contracts to sell currency or maintain a net exposure to
such contracts if their consummation would obligate the Series to deliver an
amount of foreign currency in excess of the value of the Series' portfolio
securities or other assets denominated in that currency. At the consummation of
the forward contract, a Series may either make delivery of the foreign currency
or terminate its contractual obligation to deliver by purchasing an offsetting
contract obligating it to purchase the same amount of such foreign currency at
the same maturity date. If the Series chooses to make delivery of the foreign
currency, it may be required to obtain such currency through the sale of
portfolio securities denominated in such currency or through conversion of other
assets of the Series into such currency. If the Series engages in an offsetting
transaction, it will incur a gain or a loss to the extent that there has been a
change in forward contract prices. Closing purchase transactions with respect
to forward contracts are usually made with the currency trader who is a party to
the original forward contract.
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The Series are not required to enter into such transactions and will not
do so unless deemed appropriate by N&B Management.
Using forward contracts to protect the value of a Series' portfolio
securities against a decline in the value of a currency does not eliminate
fluctuations in the underlying prices of the securities. It simply establishes
a rate of exchange which can be achieved at some future point in time. The
precise projection of short-term currency market movements is not possible, and
short-term hedging provides a means of fixing the dollar value of only a portion
of a Series' foreign assets.
While a Series may enter forward contracts to reduce currency exchange
rate risks, transactions in such contracts involve certain other risks. Thus,
while a Series may benefit from such transactions, unanticipated changes in
currency prices may result in a poorer overall performance for the Series than
if it had not engaged in any such transactions. Moreover, there may be
imperfect correlation between a Series' portfolio holdings of securities
denominated in a particular currency and forward contracts entered into by the
Series. Such imperfect correlation may cause the Series to sustain losses which
will prevent the Series from achieving a complete hedge or expose the Series to
risk of foreign exchange loss.
An issuer of fixed income securities purchased by a Series may be
domiciled in a country other than the country in whose currency the instrument
is denominated. AMT International Investments may also invest in debt
securities denominated in the European Currency Unit ("ECU"), which is a
"basket" consisting of a specified amount in the currencies of certain of the
member states of the European Community. The specific amounts of currencies
comprising the ECU may be adjusted by the Council of Ministers of the European
Community from time to time to reflect changes in relative values of the
underlying currencies. In addition, the Series may invest in securities
denominated in other currency "baskets." The market for ECUs may become
illiquid at times of uncertainty or rapid change in the European currency
markets, limiting the Series' ability to prevent potential losses.
A Series' activities in forward contracts, currency futures contracts
and related options and currency options (see below) may be limited by the
requirements of federal income tax law applicable to its corresponding Portfolio
for qualification as a regulated investment company ("RIC"). See "Additional
Tax Information."
CURRENCY FUTURES AND RELATED OPTIONS. (AMT INTERNATIONAL INVESTMENTS,
AMT LIMITED MATURITY BOND INVESTMENTS, AMT GOVERNMENT INCOME INVESTMENTS, AND
AMT BALANCED INVESTMENTS). Each of these Series may enter into currency futures
contracts and options on such futures contracts in domestic and foreign markets.
Each of these Series may sell a currency futures contract or a call option, or
it may purchase a put option on such futures contract, if N&B Management
anticipates that exchange rates for a particular currency will fall. Such a
transaction will be used as a hedge (or, in the case
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of a sale of a call option, a partial hedge) against a decrease in the value of
a Series' securities denominated in such currency. If N&B Management
anticipates that exchange rates will rise, a Series may purchase a currency
futures contract or a call option to protect against an increase in the price of
securities which are denominated in a particular currency and which the Series
intends to purchase. AMT International Investments may also purchase a currency
futures contract, or a call option thereon, for non-hedging purposes when N&B
Management anticipates that a particular currency will appreciate in value, but
securities denominated in that currency do not present an attractive investment
and are not included in the Series' portfolio. Each Series will use these
futures contracts and related options for hedging purposes and, with respect to
AMT International Investments, for non-hedging purposes as well (I.E., in an
effort to enhance income) as defined in CFTC regulations.
The sale of a currency futures contract creates an obligation by a
Series, as seller, to deliver the amount of currency called for in the contract
at a specified future time for a specified price. The purchase of a currency
futures contract creates an obligation by a Series, as purchaser, to take
delivery of an amount of currency at a specified future time at a specified
price. Although the terms of currency futures contracts specify actual delivery
or receipt, in most instances the contracts are closed out before the settlement
date without the making or taking of delivery of the currency. Closing out of a
currency futures contract is effected by entering into an offsetting purchase or
sale transaction. To close out a currency futures contract sold by a Series,
the Series may purchase a currency futures contract for the same aggregate
amount of currency and same delivery date. If the price in the sale exceeds the
price in the offsetting purchase, the Series is immediately paid the difference.
Similarly, to close out a currency futures contract purchased by a Series, the
Series sells a currency futures contract. If the offsetting sale price exceeds
the purchase price, the Series realizes a gain. Likewise, if the offsetting
sale price is less than the purchase price, the Series realizes a loss.
Unlike a currency futures contract, which requires the parties to buy
and sell currency on a set date, an option on a futures contract entitles its
holder to decide on or before a future date whether to enter into such a
contract. If the holder decides not to enter into the contract, the premium
paid for the option is lost. For the holder of an option, there are no daily
payments of cash for "variation" or "maintenance" margin payments to reflect the
change in the value of the underlying contract as there are by a purchaser or
seller of a currency futures contract.
A risk in employing currency futures contracts to protect against price
volatility of portfolio securities which are denominated in a particular
currency is that the prices of such securities subject to currency futures
contracts may not completely correlate with the behavior of the cash prices of
the Series' securities. The correlation may be distorted by the fact that the
currency futures market may be dominated by short-term traders seeking to profit
from changes in exchange rates. This would reduce the value of such contracts
used for hedging purposes over a short-term period. Such distortions are
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generally minor and would diminish as the contract approached maturity. Another
risk is that N&B Management could be incorrect in its expectation as to the
direction or extent of various exchange rate movements or the time span within
which the movements take place. When a Series engages in the purchase of
currency futures contracts, an amount equal to the market value of the currency
futures contract (minus any required margin) will be deposited in a segregated
account of securities, cash, or cash equivalents to collateralize the position
and thereby limit the use of such futures contracts.
Put and call options on currency futures have characteristics similar to
those of other options. In addition to the risks associated with investing in
options on securities, however, there are particular risks associated with
transactions in options on currency futures. In particular, the ability to
establish and close out positions on such options will be subject to the
development and maintenance of a liquid secondary market for such options.
OPTIONS ON FOREIGN CURRENCIES. (ALL SERIES EXCEPT AMT LIQUID ASSET
INVESTMENTS). Each of these Series may write and purchase covered call and put
options on foreign currencies (in amounts not exceeding 5% of each Series' net
assets, with respect to AMT Growth and Partners Investments) for the purpose of
protecting against declines in the U.S. dollar value of portfolio securities or
protecting the dollar equivalent of dividend, interest, or other payment on
those securities and against increases in the U.S. dollar cost of securities. A
decline in the dollar value of a foreign currency in which portfolio securities
are denominated will reduce the dollar value of such securities, even if their
value in the foreign currency remains constant. In order to protect against
such decreases in the value of portfolio securities, a Series may purchase put
options on the foreign currency. If the value of the currency declines, a
Series will have the right to sell such currency for a fixed amount of dollars
which exceeds the market value of such currency. This would result in a gain
that may offset, in whole or in part, the negative effect of currency
depreciation on the value of the Series' securities denominated in that
currency.
Conversely, if a rise in the dollar value of a currency is projected for
those securities to be acquired, thereby increasing the cost of such securities,
a Series may purchase call options on such currency. If the value of such
currency increases, the purchase of such call options would enable the Series to
purchase currency for a fixed amount of dollars which is less than the market
value of such currency. Such a purchase would result in a gain that may offset,
at least partially, the effect of any currency-related increase in the price of
securities a Series intends to acquire. As in the case of other types of
options transactions, however, the benefit a Series derives from purchasing
foreign currency options will be reduced by the amount of the premium and
related transaction costs. In addition, if currency exchange rates do not move
in the direction or to the extent anticipated, a Series could sustain losses on
transactions in foreign currency options which would deprive it of a portion or
all of the benefits of advantageous changes in such rates.
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A Series may also write options on foreign currencies for hedging
purposes. For example, if a Series anticipated a decline in the dollar value of
foreign currency denominated securities because of declining exchange rates, it
could, instead of purchasing a put option, write a call option on the relevant
currency. If the expected decline occurs, the option will most likely not be
exercised, and the decrease in value of portfolio securities will be offset by
the amount of the premium received by the Series.
Similarly, a Series could write a put option on the relevant currency,
instead of purchasing a call option, to hedge against an anticipated increase in
the dollar cost of securities to be acquired. If exchange rates move in the
manner projected, the put option will expire unexercised and allow the Series to
offset such increased cost up to the amount of the premium. However, as in the
case of other types of options transactions, the writing of a foreign currency
option will constitute only a partial hedge up to the amount of the premium, and
only if rates move in the expected direction. If unanticipated exchange rate
fluctuations occur, the option may be exercised and the Series would be required
to purchase or sell the underlying currency at a loss which may not be fully
offset by the amount of the premium. As a result of writing options on foreign
currencies, a Series also may be required to forego all or a portion of the
benefits which might otherwise have been obtained from favorable movements in
currency exchange rates. Certain options on foreign currencies are traded on the
OTC market and involve liquidity and credit risks that may not be present in the
case of exchange-traded currency options.
AMT International Investments may purchase call options on currency for
non-hedging purposes when N&B Management anticipates that the currency will
appreciate in value, but the securities denominated in that currency do not
present attractive investment opportunities and are not included in the Series'
portfolio. AMT International Investments may write (sell) put and covered call
options on any currency in order to realize greater income than would be
realized on portfolio securities alone. However, in writing covered call
options for additional income, AMT International Investments may forego the
opportunity to profit from an increase in the market value of the underlying
currency. Also, when writing put options, AMT International Investments
accepts, in return for the option premium, the risk that it may be required to
purchase the underlying currency at a price in excess of the currency's market
value at the time of purchase.
AMT International Investments would normally purchase call options for
non-hedging purposes in anticipation of an increase in the market value of a
currency. AMT International Investments would ordinarily realize a gain if,
during the option period, the value of such currency exceeded the sum of the
exercise price, the premium paid and transaction costs. Otherwise the Series
would realize either no gain or a loss on the purchase of the call option. Put
options may be purchased by AMT International Investments for the purpose of
benefiting from a decline in the value of currencies which it does not own. The
Series would ordinarily realize a gain if, during the option period, the value
of the underlying currency decreased below the exercise price sufficiently to
more than cover the premium and transaction costs. Otherwise the Series would
realize
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either no gain or a loss on the purchase of the put option.
A call option written on foreign currency by a Series is "covered" if
the Series owns the underlying foreign currency subject to the call, or if it
has an absolute and immediate right to acquire that foreign currency without
additional cash consideration. This also would apply to additional cash
consideration held in a segregated account by its custodian, upon conversion or
exchange of other foreign currency held in its portfolio. A call option is also
covered if a Series holds a call on the same foreign currency for the same
principal amount as the call written where the exercise price of the call held
is (a) equal to or less than the exercise price of the call written or (b)
greater than the exercise price of the call written if the amount of the
difference is maintained by the Series in cash or liquid, high-grade debt
securities in a segregated account with its custodian.
LIMITATIONS ON TRANSACTIONS IN OPTIONS, FUTURES CONTRACTS AND FOREIGN
CURRENCY TRANSACTIONS. A Series is required to maintain margin deposits with
brokerage firms through which it effects futures contracts, and must deposit
"initial margin" each time it enters into a futures contract. Such "initial
margin" is usually equal to a percentage of the contract's value. In addition,
due to current industry practice, daily variation margin payments in cash are
required to reflect gains and losses on open futures contracts. As a result, a
Series may be required to make additional margin payments during the term of a
futures contract. A Series may not purchase or sell futures contracts
(including currency futures contracts) or related options on foreign or U.S.
exchanges if immediately thereafter the sum of the amounts of initial margin
deposits on the Series' existing futures contracts and premiums paid for options
on futures (excluding futures contracts and options on futures entered into for
bona fide hedging purposes and net of the amount the positions are "in the
money") would exceed 5% of the market value of the Series' total assets. In
instances involving the purchase of futures contracts or the writing of put
options thereon by a Series, an amount of cash, cash equivalents or securities
denominated in the appropriate currency equal to the market value of the futures
contracts and options (less any related margin deposits) will be deposited in a
segregated account with its custodian to collateralize the position, thereby
limiting the use of such futures contracts.
The extent to which a Series may enter into futures contracts and option
transactions may be limited by the requirements of federal income tax law
applicable to its corresponding Portfolio for qualification as a RIC. See
"Additional Tax Information." A Series generally will not enter into a forward
contract with a term of greater than one year. A Series may experience delays in
the settlement of its foreign currency transactions.
When a Series engages in forward contracts for the sale or purchase of
currencies, the Series will either cover its position or establish a segregated
account. The Series will consider its position covered if it has securities in
the currency subject to the forward contract, or otherwise has the right to
obtain that currency at no additional cost. In the
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alternative, the Series will place cash which is not available for investment,
liquid, high-grade debt securities or other securities (denominated in the
foreign currency subject to the forward contract) in a separate account. The
amounts in such separate account will equal the value of the Series' total
assets which are committed to the consummation of foreign currency exchange
contracts. If the value of the securities placed in the separate account
declines, the Series will place additional cash or securities in the account on
a daily basis so that the value of the account will equal the amount of the
Series' commitments with respect to such contracts.
SHORT SALES (AMT PARTNERS INVESTMENTS, AMT GROWTH INVESTMENTS,
AMT BALANCED INVESTMENTS AND AMT INTERNATIONAL INVESTMENTS) AND SHORT SALES
AGAINST-THE-BOX (AMT PARTNERS INVESTMENTS, AMT GROWTH INVESTMENTS, AMT
BALANCED INVESTMENTS, AMT LIQUID ASSET INVESTMENTS, AMT LIMITED MATURITY BOND
INVESTMENTS AND AMT INTERNATIONAL INVESTMENTS). AMT Partners, Growth,
Balanced, and International Investments may enter into short sales of
securities to the extent permitted by the Series' nonfundamental investment
policies and limitations. Under applicable guidelines of the staff of the
SEC, if a Series engages in a short sale of the type referred to in the
Prospectus, it must put in a segregated account (not with the broker) an
amount of cash or U.S. government securities equal to the difference between
(1) the market value of the securities sold short at the time they were sold
short and (2) any cash or U.S. government securities required to be deposited
as collateral with the broker in connection with the short sale (not
including the proceeds from the short sale). In addition, until the Series
replaces the borrowed security, it must daily maintain the segregated account
at such a level that (3) the amount deposited in it plus the amount deposited
with the broker as collateral will equal the current market value of the
securities sold short, and (4) the amount deposited in it plus the amount
deposited with the broker as collateral will not be less than the market
value of the securities at the time they were sold short.
The effect on the Series of engaging in short selling is similar to the
effect of leverage. Short selling may exaggerate changes in the corresponding
Portfolio's NAV and yield. Short selling may also produce higher than normal
portfolio turnover which may result in increased transaction costs to the Series
and may result in gains from the sale of securities deemed to have been held for
less than three months. Such gains must be limited in order for the Series to
qualify as a RIC. See "Additional Tax Information."
AMT Liquid Asset, Limited Maturity Bond, Partners, Growth, Balanced and
International Investments may make short sales against-the-box. A short sale is
"against-the-box" when, at all times during which a short position is open, the
Series owns an equal amount of such securities, or owns securities giving it the
right, without payment of future consideration, to obtain an equal amount of
securities sold short.
FOREIGN, CORPORATE AND GOVERNMENT DEBT SECURITIES. (ALL SERIES). Each
Series may invest in foreign corporate bonds and debentures and sovereign debt
instruments issued or guaranteed by foreign governments, their agencies or
instrumentalities.
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<PAGE>
Foreign debt securities are subject to risks similar to those of other
foreign securities. In addition, foreign debt securities are subject to the
risk of an issuer's inability to meet principal and interest payments on the
obligations ("credit risk") and are also subject to price volatility due to such
factors as interest rate sensitivity, market perception of the creditworthiness
of the issuer, and general market liquidity ("market risk"). Lower-rated
securities are more likely to react to developments affecting market and credit
risk than are more highly rated securities, which react primarily to movements
in the general level of interest rates. Debt securities in the lowest rating
categories may involve a substantial risk of default or may be in default.
Changes in economic conditions or developments regarding the individual issuer
are more likely to cause price volatility and weaken the capacity of the
issuers of such securities to make principal and interest payments than is the
case for higher grade debt securities. An economic downturn affecting the
issuer may result in an increased incidence of default. The market for lower-
rated securities may be thinner and less active than for higher-rated
securities. Pricing of thinly traded securities requires greater judgment than
pricing of securities for which market transactions are regularly reported. N&B
Management will invest in such securities only when it concludes that the
anticipated return to the Series and the Portfolio on such an investment
warrants exposure to the additional level of risk. A further description of the
ratings used by Moody's and S&P is included in the Appendix to the SAI.
Subsequent to its purchase by the Series, an issue of securities may cease to
be rated or its rating may be reduced. In such a case, N&B Management will make
a determination as to whether the Series should dispose of the downgraded
securities.
CONVERTIBLE SECURITIES. (AMT INTERNATIONAL INVESTMENTS, AMT GROWTH
INVESTMENTS, AMT BALANCED INVESTMENTS, AND AMT PARTNERS INVESTMENTS). A
convertible security entitles the holder to receive interest paid or accrued on
debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion, convertible
securities ordinarily provide a stream of income with generally higher yields
than those of common stocks of the same or similar issuers, but lower than the
yield on non-convertible debt. Convertible securities are usually subordinated
to comparable-tier nonconvertible securities but rank senior to common stock in
a corporation's capital structure. The value of a convertible security is a
function of (1) its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege and (2)
its worth, at market value, if converted into the underlying common stock.
Convertible securities are typically issued by smaller capitalized
companies whose stock prices may be volatile. The price of a convertible
security often reflects such variations in the price of the underlying common
stock in a way that nonconvertible debt does not. A convertible security may be
subject to redemption at the option of the issuer at a price established in the
security's governing instrument. If a convertible security held by a Series is
called for redemption, the Series will be required to convert it into the
underlying common stock, sell it to a third party or permit the issuer to redeem
the security. Any of these actions could have an adverse effect on the fund's
ability to
-44-
<PAGE>
achieve its investment objective.
PREFERRED STOCK. (AMT INTERNATIONAL INVESTMENTS, AMT GROWTH
INVESTMENTS, AMT BALANCED INVESTMENTS AND AMT PARTNERS INVESTMENTS). Unlike
interest payments on debt securities, dividends on preferred stock are generally
payable at the discretion of the issuer's board of directors, although preferred
shareholders may have certain rights if dividends are not paid. Shareholders
may suffer a loss of value if dividends are not paid, and generally have no
legal recourse against the issuer. The market prices of preferred stocks are
generally more sensitive to changes in the issuer's creditworthiness than are
the prices of debt securities.
COMMERCIAL PAPER. (ALL SERIES). Commercial paper is a short-term debt
security issued by a corporation or bank for purposes such as financing current
operations. AMT Growth, Partners, Liquid Asset and International Investments may
invest only in commercial paper receiving the highest rating from S&P (A-1) or
Moody's (P-1), or deemed by N&B Management to be of equivalent quality. AMT
International Investments may invest in such commercial paper, as a defensive
measure, to maintain adequate liquidity or as needed for segregated accounts.
Each Series may invest in commercial paper that cannot be resold to the
public without an effective registration statement under the 1933 Act. While
such restricted securities are normally deemed illiquid, N&B Management may in
certain cases determine that such paper is liquid, pursuant to guidelines
established by Managers Trust's Board of Trustees.
ZERO COUPON SECURITIES. (ALL SERIES). Each of these Series may invest
in zero coupon securities (up to 5% of its net assets, with respect to AMT
Partners Investments and AMT Limited Maturity Bond Investments), which are debt
obligations that do not entitle the holder to any periodic payment of interest
prior to maturity or specify a future date when the securities begin paying
current interest. Rather, they are issued and traded at a discount from their
face amount or par value, which discount varies depending on prevailing interest
rates, the time remaining until cash payments begin, the liquidity of the
security, and the perceived credit quality of the issuer.
The discount on zero coupon securities ("original issue discount") is
taken into account by each Series prior to the receipt of any actual payments.
Because each Portfolio must distribute to its shareholders substantially all of
its income (including its share of its corresponding Series' original issue
discount) for income tax purposes (see "Additional Tax Information"), a Series
may have to dispose of portfolio securities under disadvantageous circumstances
to generate cash, or may be required to borrow, to satisfy its corresponding
Portfolio's distribution requirements.
The market prices of zero coupon securities generally are more volatile
than the prices of securities that pay interest periodically and are likely to
respond to changes in
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<PAGE>
interest rates to a greater degree than do other types of debt securities having
similar maturities and credit quality.
MUNICIPAL OBLIGATIONS. (AMT LIMITED MATURITY BOND INVESTMENTS AND AMT
BALANCED INVESTMENTS). Municipal obligations are 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 which is exempt from federal income tax.
Municipal obligations include "general obligation" securities, which are backed
by the full taxing power of a municipality, and "revenue" securities, which are
backed only by the income from a specific project, facility, or tax. Municipal
obligations also include industrial development and private activity bonds
which are issued by or on behalf of public authorities, but are not backed by
the credit of any governmental or public authority. "Anticipation notes", which
are also municipal obligations, are issued by municipalities in expectation of
future proceeds from the issuance of bonds, or from taxes or other revenues, and
are payable from those bond proceeds, taxes, or revenues. Municipal obligations
also include tax-exempt commercial paper, which is issued by municipalities to
help finance short-term capital or operating requirements.
The value of municipal obligations is dependent on the continuing
payment of interest and principal when due by the issuers of the municipal
obligations in which a Series invests (or, in the case of industrial development
bonds, the revenues generated by the facility financed by the bonds or, in
certain other instances, the provider of the credit facility backing the bonds).
As with other fixed income securities, an increase in interest rates generally
will reduce the value of the Series' investments in municipal obligations,
whereas a decline in interest rates generally will increase that value. Current
efforts to restructure the federal budget and the relationship between the
federal government and state and local governments may 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. Both of these factors could affect the
ability of an issuer of municipal securities to meet its obligations.
INTEREST RATE PROTECTION TRANSACTIONS. (AMT GOVERNMENT INCOME
INVESTMENTS). AMT Government Income Investments may enter into interest rate
swaps, caps, floors, and collars. An interest rate swap involves an agreement
between two parties to exchange payments that are based, for example, on
variable and fixed rates of interest and that are calculated on the basis of a
specified amount (the "notional principal amount"). In an interest rate cap or
floor transaction, one party agrees to make payments to the other party when a
specified market interest rate goes above (in the case of a cap) or below (in
the case of a floor) a designated level on predetermined dates or during a
specified time period. An interest rate collar transaction involves both a cap
and a floor (that is, one party agrees to make payments to the other party when
a specified market interest rate goes outside a specified range).
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<PAGE>
The Series enters into these transactions only with banks and recognized
securities dealers believed by N&B Management to present minimal credit risks in
accordance with guidelines established by the Trustees, for the purpose of (1)
preserving a return or spread on a particular investment or portion of its
portfolio, (2) protecting against an increase in the price of securities it
anticipates purchasing at a later date, or (3) effectively fixing the rate of
interest it pays on borrowings. The Series uses interest rate protection
transactions as hedges and not as speculative investments; these transactions
are subject to risks comparable to those described herein with respect to other
hedging strategies. If the Series enters into such a transaction and N&B
Management incorrectly forecasts interest rates, market values, or other
economic factors, the Series would have been in a better position had it not
hedged at all. The Series does not treat these transactions as being subject to
its borrowing restrictions.
The Series will maintain appropriate liquid assets in a segregated
custodial account to cover its current obligations under swap agreements. If
the Series enters into a swap agreement on a net basis, it will segregate assets
with a daily value at least equal to the excess, if any, of its accrued
obligations under the swap agreement over the accrued amount it is entitled to
receive under the agreement. If the Series enters into a swap agreement on
other than a net basis, it will segregate assets with a value equal to the full
amount of its accrued obligations under the agreement.
The swap market has grown substantially in recent years, with a large
number of the participants utilizing standardized swap documentation. Swap
agreements are treated as liquid if they can be expected, in N&B Management's
judgment, to be able to be sold within seven days at approximately the price at
which they are valued. Caps, floors, and collars are more recent innovations
for which documentation is less standardized, and accordingly they are less
liquid than swaps.
SHORT-TERM TRADING. (AMT GOVERNMENT INCOME INVESTMENTS). AMT
Government Income Investments may engage in short-term trading. Securities may
be sold in anticipation of a market decline (a rise in interest rates) or
purchased in anticipation of a market rise (a decline in interest rates). In
addition, a security may be sold and another purchased at approximately the same
time to take advantage of what N&B Management believes to be a temporary
disparity in the normal yield relationship between the two securities. Yield
disparities may occur for reasons not directly related to the investment quality
of particular issues or the general movement of interest rates, such as changes
in the overall demand for or supply of various types of fixed income securities
or changes in the investment objectives of investors.
FIXED INCOME SECURITIES. (ALL SERIES). Each Series may invest in money
market instruments, U.S. Government or Agency securities, and corporate bonds
and debentures receiving one of the four highest ratings from S&P, Moody's, or
any other NRSRO or, if not rated by any NRSRO, deemed comparable by N&B
Management to such rated securities ("Comparable Unrated Securities"); in
addition, AMT Partners Investments may
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<PAGE>
invest up to 15% of its net assets, measured at the time of investment, in
corporate debt securities rated below investment grade or Comparable Unrated
Securities. AMT Limited Maturity Bond Investments may invest up to 10% of its
net assets, measured at the time of investment, in debt securities rated below
investment grade, but rated no lower than B by S&P or Moody's, or Comparable
Unrated Securities; AMT Balanced Investments may invest up to 10% of the debt
securities portion of its investments, measured at the time of investment, in
debt securities rated below investment grade, but rated no lower than B by S&P
or Moody's, or Comparable Unrated Securities. The ratings of an NRSRO represent
its opinion as to the quality of securities it undertakes to rate. Ratings are
not absolute standards of quality; consequently, securities with the same
maturity, coupon, and rating may have different yields. A Series relies on the
credit evaluations performed by N&B Management and on ratings assigned by S&P
and Moody's, which are described in Appendix A to this SAI.
Fixed income securities are subject to the risk of an issuer's inability
to meet principal and interest payments on the obligations ("credit risk") and
also may be subject to price volatility due to such factors as interest rate
sensitivity, market perception of the creditworthiness of the issuer, and
general market liquidity ("market risk"). Lower-rated securities are more
likely to react to developments affecting market and credit risk than are more
highly rated securities, which react primarily to movements in the general level
of interest rates. Subsequent to its purchase by a Series an issue of
securities may cease to be rated or its rating may be reduced, so that the
securities would not be eligible for purchase by the Series. In such a case,
with respect to all Series except AMT Liquid Asset Investments, N&B Management
will engage in an orderly disposition of the downgraded securities to the extent
necessary to ensure that the Series' holdings of such securities will not exceed
5% of the Series' net assets. With respect to AMT Liquid Asset Investments, N&B
Management will consider the need to dispose of such securities in accordance
with the requirements of Rule 2a-7.
CERTAIN RISK CONSIDERATIONS
Although each Series seeks to reduce risk by investing in a diversified
portfolio, diversification does not eliminate all risk. There can, of course,
be no assurance that any Series will achieve its investment objective, and an
investment in a Series involves certain risks that are described in the sections
entitled "Investment Program" and "Description of Investments" in Part A and
"Investment Information" above.
ITEM 14. MANAGEMENT OF THE TRUST
TRUSTEES AND OFFICERS
The following table sets forth information concerning the Trustees and
officers of the Trust, including their addresses and principal business
experience during the past five years. Some persons named as Trustees and
officers also serve in similar capacities
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<PAGE>
for other funds and their corresponding portfolios, advised or administered
by Neuberger&Berman and N&B Management.
Positions Held with
Name, Address and Age (1) the Trust Principal Occupation(s) (2)
- --------------------- --------------------- -----------------------
Stanley Egener* Chairman of the Partner of Neuberger&Berman;
Age: 62 Board (Chief President and Director of N&B
Executive Officer) Management; Chairman of the
and Trustee Board, Chief Executive
Officer,and Trustee of eight
other mutual funds for which
N&B Management acts as
investment manager, or
administrator.
Faith Colish Trustee Attorney at law, Faith Colish,
63 Wall Street A Professional Corporation.
24th Floor
New York, NY 10005
Age: 60
Walter G. Ehlers Trustee Consultant; Director of The
6806 Suffolk Place Turner Corporation, A.B.
Age 63 Chance Harvey Cedars, NJ 08008
Company, Crescent Jewelry,
Inc.
Leslie A. Jacobson Trustee Counsel to Fried, Frank,
Hickory Kingdom Road Harris, Shriver & Jacobson,
Bedford, NY 10506 attorneys at law; previously a
Age: 85 partner of that firm.
Robert M. Porter Trustee Retired September, 1991;
P.O. Box 33366 Formerly Director of Customer
Kerrville, TX Relations, Aetna Life &
78029-3366 Casualty Company.
Age: 70
Ruth E. Salzmann Trustee Retired; Director of John
1556 Pine Street Deere Insurance Group;
Stevens Point, WI 54481 Actuarial Consultant.
Age: 77
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<PAGE>
Positions Held with
Name, Address and Age (1) the Trust Principal Occupation(s) (2)
- --------------------- --------------------- -----------------------
Peter P. Trapp* Trustee President, Ford Life Insurance
777 Ridge Road Company since April, 1995;
Stevens Point, WI 54481 prior thereto, Consultant from
Age: 51 December, 1994 until April,
1995; Formerly Vice President,
Sentry Insurance & Mutual
Company, and President and
Chief Operating Office, Sentry
Investors Life Insurance
Company until November, 1994.
Lawrence Zicklin* President and Partner of Neuberger&Berman;
Age: 60 Trustee Director of N&B Management;
President and/or Trustee of
five other mutual funds and
portfolios for which N&B
Management acts as
investmentmanager or
administrator.
Daniel J. Sullivan Vice President Senior Vice President of N&B
Age: 56 Management since 1992; prior
thereto, Vice President of N&B
Management; Vice President of
eight other mutual funds for
which N&B Management acts as
investment manager or
administrator.
Michael J. Weiner Vice President and Senior Vice President of N&B
Age: 49 Principal Management since 1992;
Financial Officer Treasurer of N&B Management
from 1992 to 1996; prior
thereto, Vice President and
Treasurer of N&B Management;
Vice President and Principal
Financial Officer of eight
other mutual funds for which
N&B Management acts as
investment manager or
administrator.
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<PAGE>
Positions Held with
Name, Address and Age (1) the Trust Principal Occupation(s) (2)
- --------------------- --------------------- -----------------------
Claudia A. Brandon Secretary Vice President of N&B
Age: 39 Management; Secretary of eight
other mutual funds for which
N&B Management acts as
investment manager or
administrator.
Richard Russell Treasurer and Vice President of N&B Manage-
Age: 49 Principal ment since 1993; prior
Accounting Officer thereto, Assistant Vice
President of N&B Management;
Treasurer or Assistant
Treasurer and Principal
Accounting Officer of eight
other mutual funds for which
N&B Management acts as
investment manager or
administrator.
Stacy Cooper-Shugrue Assistant Assistant Vice President of
Age: 33 Secretary N&B Management since 1993;
prior thereto, an employee of
N&B Management; Assistant
Secretary of eight other
mutual funds for which N&B
Management acts as investment
manager or administrator.
C. Carl Randolph Assistant Partner of Neuberger&Berman
Age: 58 Secretary since 1992; employee thereof
since 1971; Assistant
Secretary of eight other
mutual funds for which N&B
Management acts as investment
manager or administrator.
Barbara DiGiorgio Assistant Assistant Vice President of
Age: 37 Treasurer N&B Management since 1993;
prior thereto, an employee of
N&B Management, and Assistant
Treasurer of other mutual
funds for which N&B Management
acts as investment manager or
administrator since 1996.
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<PAGE>
Positions Held with
Name, Address and Age (1) the Trust Principal Occupation(s) (2)
- --------------------- --------------------- -----------------------
Celeste Wischerth Assistant Assistant Vice President of
Age: 35 Treasurer N&B Management since 1994;
prior thereto, an employee of
N&B Management, and Assistant
Treasurer of other mutual
funds for which N&B Management
acts as investment manager or
administrator since 1996.
- -----------------------
(1) Unless otherwise indicated, the business address of each listed person is
605 Third Avenue, New York, New York 10158-0180.
(2) Except as otherwise indicated, each individual has held the position shown
for at least the last five years.
* Indicates an "interested person" of the Trust within the meaning of the 1940
Act. Messrs. Egener and Zicklin are interested persons by virtue of the fact
that they are officers and directors of N&B Management and partners of
Neuberger&Berman. Mr. Trapp is an interested person by virtue of the fact that
until November 30, 1994 he was an officer of one of the life insurance company
shareholders of Neuberger&Berman Advisers Management Trust.
The Trust's Declaration of Trust provides that the Trust will indemnify
the Trustees and its 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, wilful misfeasance, gross negligence, or reckless disregard of the duties
involved in their offices. In the case of settlement, such indemnification will
not be provided unless it has been determined -- by a court or other body
approving the settlement or other disposition, or by a majority of disinterested
Trustees, based upon a review of readily available facts, or in a written
opinion of independent counsel -- that such officers or Trustees have not
engaged in wilful misfeasance, bad faith, gross negligence, or reckless
disregard of their duties.
Trustees who are not officers or employees of N&B Management,
Neuberger&Berman and/or the life insurance companies participating through
separate accounts in Neuberger&Berman Advisers Management Trust or any of
their affiliates are paid trustees' fees. The following table shows 1995
compensation by Trustee.
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<TABLE>
<CAPTION>
COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or
Retirement Total
Benefits Accrued Estimated Compensation
Aggregate As Part of Annual From Trust and
Name of Person, Compensation Trust's Benefits Upon Fund Complex
Position From Trust(1) Expenses Retirement Paid to Trustees
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stanley Egener, None None None None
Chairman and Trustee
Faith Colish, $3,375 None None $39,500
Trustee
Walter G. Ehlers, $3,375 None None $ 7,500
Trustee
Leslie A. Jacobson, $2,625 None None $15,000
Trustee
Robert M. Porter, $3,375 None None $ 8,500
Trustee
Ruth E. Salzmann, $2,875 None None $ 8,000
Trustee
Peter P. Trapp, None None None None
Trustee
Lawrence Zicklin, None None None None
President and Trustee
</TABLE>
- --------------------------------
(1) "Aggregate Compensation From Trust" is for the period from May 1 through
December 31, 1995.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 29, 1996, each Series (with the exception of AMT
International Investments, which as of December 31, 1995 had not yet
commenced investment
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operations) could be deemed to be under the control of a corresponding series
of Neuberger&Berman Advisers Management Trust ("N&B Trust"), a Delaware
business trust. As of April 29, 1996, N&B Trust, through its series, was the
sole investor in the Trust and each Series thereof. Any investor owning more
than 50% of the value of the outstanding interests in a Series may take
actions without the approval of any other investor who invests in the Series.
Shares of beneficial interest in N&B Trust are offered to life
insurance companies for allocation to certain of their variable separate
accounts established for the purpose of funding variable annuity contracts
and variable life insurance policies. Shares of beneficial interest in the
Balanced Portfolio of N&B Trust are also offered directly to qualified
pension and retirement plans.
N&B Trust has informed the Trust that whenever one of its Portfolios is
requested to vote on a matter pertaining to a Series, the Portfolio affected
will hold a meeting of its shareholders and will vote its interest in the Series
in proportion to the votes cast by the respective Portfolio's shareholders.
It is anticipated that other registered respective companies investing in any
Series will follow the same or a similar practice.
The address of N&B Trust is 605 Third Avenue, 2nd Floor, New York, NY
10158-0180.
As of April 10, 1996, separate accounts of the following life
insurance companies owned of record or beneficially 25% or more of the
outstanding shares of beneficial interest of the indicated Portfolio of N&B
Trust, and therefore may be presumed to indirectly "control" the
corresponding Series of the Trust, as that term is defined in the 1940 Act.
These life insurance companies are required to vote Portfolio shares in
accordance with instructions received from owners of variable annuity
contracts and variable life insurance policies funded by separate accounts
with respect to separate accounts of these life insurance companies that are
registered with the Securities and Exchange Commission as unit investment
trusts.
<TABLE>
<CAPTION>
Percentage of
Shares Outstanding
Owned Shares Owned
------ --------------
<S> <C> <C>
Liquid Asset Portfolio
Hartford Life Insurance 10,267,202 76.7%
Company
200 Hopmeadow
Simsbury, CT 06070
Partners Portfolio
Skandia Insurance Company 9,495,971 44.1%
P.O. Box 883
Shelton, CT 06484
Nationwide Life Insurance 10,911,132 49%
P.O. Box 182029
Columbus, Oh 43218-2029
Government Income Portfolio
Security Life of Denver 227,037 97.5%
8515 East Orchard Road
Englewood, CO 80111-5002
Growth Portfolio
Nationwide Life Insurance 16,195,103 71.7%
P.O. Box 182029
Columbus, OH 43218-2029
Limited Maturity Bond
Portfolio
Nationwide Life Insurance 14,543,162 81.1%
P.O. Box 182029
Columbus, OH 43218-2029
Balanced Portfolio
Nationwide Life Insurance 4,213,511 38%
P.O. Box 182029
Columbus, OH 43218-2029
</TABLE>
ITEM 16. INVESTMENT MANAGEMENT AND OTHER SERVICES
N&B Management serves as each Series' investment manager pursuant to a
Management Agreement ("Management Agreement") dated as of May 1, 1995 that was
approved by the holders of the interests in all the Series on April 13, 1994
(except with respect to AMT International Investments). The Trustees approved
the Management Agreement between AMT International Investment and N&B Management
on November 30, 1995.
The Management Agreement provides in substance that N&B Management will
make and implement investment decisions for the Series in its discretion and
will continuously develop an investment program for each Series' assets. The
Management Agreement permits N&B Management to effect securities transactions on
behalf of each Series through associated persons of N&B Management. The
Management Agreement also specifically permits N&B Management to compensate,
through higher commissions, brokers and dealers who provide investment research
and analysis to the Series, but N&B Management has no current plans to do so.
N&B Management provides to each Series, without cost, office space,
equipment, and facilities and personnel necessary to perform executive,
administrative, and clerical functions and pays all salaries, expenses, and fees
of the officers, Trustees, and employees of the Trust who are officers,
directors, or employees of N&B Management. Two officers of N&B Management (who
also are partners of Neuberger&Berman), who also serve as directors of N&B
Management, presently serve
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as Trustees and officers of the Trust. See "Trustees and Officers." Each
Series pays N&B Management a management fee based on the Series' average daily
net assets, as described in Part A.
The Management Agreement continues until May 1, 1997 with respect
to each Series. The Management Agreement is renewable thereafter from year
to year with respect to each Series, 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 N&B Management or the Trust ("Independent Series
Trustees"), cast in person at a meeting called for the purpose of voting on
such approval, and (2) by the vote of a majority of the Trustees or by a 1940
Act majority vote of the outstanding shares in that Series. The Management
Agreement is terminable with respect to a Series without penalty on 60 days'
written notice either by the Trust or by N&B Management. The Management
Agreement terminates automatically if it is assigned.
The total management fees paid by each Series of the Trust to N&B
Management for the period from May 1, 1995 (commencement of operations) to
December 31, 1995 were:
AMT Balanced Investments $753,916
AMT Liquid Asset Investments $25,225
AMT Partners Investments $312,581
AMT Limited Maturity Bond Investments $576,781
AMT Growth Investments $2,025,792
AMT Government Income Investments $3,969
MANAGEMENT AND CONTROL OF N&B MANAGEMENT
The directors and officers of N&B Management, all of whom have offices
at the same address as N&B Management, are Richard A. Cantor, Chairman of the
Board and director; Stanley Egener, President and director; Theresa A. Havell,
Vice President and director; Irwin Lainoff, director; Marvin C. Schwartz,
director; Lawrence Zicklin, director; Daniel J. Sullivan, Senior Vice
President; Peter E. Sundman, Senior Vice President; Michael J. Weiner, Senior
Vice President; Claudia A. Brandon, Vice President; William Cunningham, Vice
President; Clara Del Villar, Vice President; Mark R. Goldstein, Vice President;
Farha-Joyce Haboucha, Vice President; Michael M. Kassen, Vice President; Michael
Lamberti, Vice President; Josephine P. Mahaney, Vice President; Lawrence Marx
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III, Vice President; Ellen Metzger, Vice President and Secretary; Janet W.
Prindle, Vice President; Felix Rovelli, Vice President; Richard Russell, Vice
President; Kent C. Simons, Vice President; Frederic B. Soule, Vice President;
Judith M. Vale, Vice President; Thomas Wolfe, Vice President; Andrea
Trachtenberg, Vice President of Marketing; Robert Conti, Treasurer; Patrick T.
Byrne, Assistant Vice President; Stacy Cooper-Shugrue, Assistant Vice President;
Robert Cresci, Assistant Vice President; Barbara DiGiorgio, Assistant Vice
President; Roberta D'Orio, Assistant Vice President; Joseph G. Galli, Assistant
Vice President; Robert Gendelman, Assistant Vice President; Leslie Holliday-
Soto, Assistant Vice President; Jody L. Irwin, Assistant Vice President; Carmen
G. Martinez, Assistant Vice President; Paul Metzger, Assistant Vice President;
Susan Switzer, Assistant Vice President; Susan Walsh, Assistant Vice President;
and Celeste Wischerth, Assistant Vice President. Messrs. Cantor, Egener,
Lainoff, Schwartz, Zicklin, Goldstein, Kassen, Marx, and Simons and Mmes. Havell
and Prindle are general partners of Neuberger&Berman.
Messrs. Egener and Zicklin are trustees and officers, and Messrs.
Sullivan, Weiner, and Russell and Mmes. Brandon, Cooper-Shugrue, DiGiorgio and
Wischerth are officers of each Trust. C. Carl Randolph, a general partner of
Neuberger&Berman, also is an officer of the Trust and N&B Trust.
All of the outstanding voting stock in N&B Management is owned by
persons who are also general partners of Neuberger&Berman.
SUB-ADVISER
N&B Management retains Neuberger&Berman, L.P., 605 Third Avenue,
New York, NY 10158, as a sub-adviser with respect to each Series. Except
with respect to the International Series, the Sub-Advisory Agreement was
approved by the holders of the interests in each Series on April 13, 1994.
The Sub-Advisory Agreement was authorized by the Trustees with respect to AMT
International Investments on November 30, 1995.
The Sub-Advisory Agreement provides in substance that Neuberger&Berman
will furnish to N&B Management such investment recommendations and research
information, of the same type as Neuberger&Berman from time to time provides to
its partners and employees for use in managing client accounts, as N&B
Management reasonably requests. In this manner, N&B Management expects to have
available to it, in addition to research from other professional sources, the
capability of the research staff of Neuberger&Berman. This research staff
consists of approximately fourteen investment analysts, each of whom specializes
in studying one or more industries, under the supervision of research partners
who are also available for consultation with N&B Management. The Sub-Advisory
Agreement provides that the services rendered by Neuberger&Berman will be paid
for by N&B Management on the basis of the direct and indirect costs to
Neuberger&Berman in connection with those services. Neuberger&Berman also
serves as a sub-adviser for all of the other mutual funds advised
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by N&B Management.
The Sub-Advisory Agreement continues until May 1, 1997, and is
renewable from year to year thereafter, subject to approval of its
continuance in the same manner as the Management Agreement. The Sub-Advisory
Agreement is subject to termination, without penalty, with respect to each
Series by the Trustees, by a 1940 Act majority vote of the outstanding Series
shares, by N&B Management, or by Neuberger&Berman on not less than 30 nor
more than 60 days' written notice. The Sub-Advisory Agreement also
terminates automatically with respect to each Series if it is assigned or if
the Management Agreement terminates with respect to the Series.
INVESTMENT COMPANIES ADVISED
Currently, N&B Management, an affiliate of Neuberger&Berman, serves as
investment adviser or manager of the following investment companies with
aggregate net assets of approximately $12.5 billion, as of February 29, 1996.
Neuberger&Berman acts as sub-adviser to these investment companies.
Approximate Net
Assets at
Name February 29, 1996
- ---- -----------------
Neuberger&Berman Cash Reserves . . . . . . . . . . . . . $435,293,674
Portfolio (investment portfolio for
Neuberger&Berman Cash Reserves)
Neuberger&Berman Government Money. . . . . . . . . . . . $283,946,594
Portfolio (investment portfolio for
Neuberger&Berman Government Money
Fund)
Neuberger&Berman Limited Maturity Bond . . . . . . . . . $310,263,741
Portfolio (investment portfolio for
Neuberger&Berman Limited Maturity
Bond Fund and Neuberger&Berman
Limited Maturity Bond Trust)
Neuberger&Berman Ultra Short Bond. . . . . . . . . . . . $102,834,031
Portfolio (investment portfolio for
Neuberger&Berman Ultra Short Bond
Fund and Neuberger&Berman Ultra Short
Bond Trust)
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Approximate Net
Assets at
Name February 29, 1996
- ---- -----------------
Neuberger&Berman Municipal Money . . . . . . . . . . . . $164,790,400
Portfolio (investment portfolio for
Neuberger&Berman Municipal Money Fund)
Neuberger&Berman Municipal Securities. . . . . . . . . . .$43,188,130
Portfolio (investment portfolio for
Neuberger&Berman Municipal Securities
Trust)
Neuberger&Berman New York Insured. . . . . . . . . . . . .$10,706,803
Intermediate Portfolio (investment portfolio
for Neuberger&Berman New York Insured
Intermediate Fund)
Neuberger&Berman Genesis Portfolio . . . . . . . . . . . $164,033,750
(investment portfolio for Neuberger&Berman
Genesis Fund and Neuberger&Berman
Genesis Trust)
Neuberger&Berman Guardian Portfolio . . . . . . . . . $5,890,900,084
(investment portfolio for Neuberger&Berman
Guardian Fund, Neuberger&Berman
Guardian Trust and Neuberger&Berman
Guardian Assets)
Neuberger&Berman Manhattan Portfolio . . . . . . . . . . $661,756,636
(investment portfolio for Neuberger&Berman
Manhattan Fund, Neuberger&Berman
Manhattan Trust and Neuberger&Berman
Manhattan Assets)
Neuberger&Berman International Portfolio . . . . . . . . $40,288,603
(investment portfolio for Neuberger&Berman
International Fund)
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Approximate Net
Assets at
Name February 29, 1996
- ---- -----------------
Neuberger&Berman Partners Portfolio. . . . . . . . . . $1,874,645,431
(investment portfolio for Neuberger&Berman
Partners Fund, Neuberger&Berman
Partners Trust and Neuberger&Berman
Partners Assets)
Neuberger&Berman Focus Portfolio . . . . . . . . . . . $1,146,121,805
(investment portfolio for Neuberger&Berman
Focus Fund, Neuberger&Berman Focus
Trust and Neuberger&Berman Focus Assets)
Neuberger&Berman Socially Responsive . . . . . . . . . . $128,536,056
Portfolio (investment portfolio for
Neuberger&Berman Socially Responsive Fund,
Neuberger&Berman NYCDC Socially
Responsive Trust and Neuberger&Berman
Socially Responsive Trust)
Neuberger&Berman Advisers Managers . . . . . . . . . . $1,257,662,674
Trust (six series)
In addition, Neuberger&Berman serves as investment adviser to three
investment companies, Plan Investment Fund, Inc., AHA Investment Fund, Inc., and
AHA Full Maturity with assets of $77,883,200, $104,469,920, and $25,836,475,
respectively, at February 29, 1996.
The investment decisions concerning each Series and the other funds and
portfolios referred to above (collectively, "Other N&B Funds") have been and
will continue to be made independently of one another. In terms of their
investment objectives, most of the Other N&B Funds differ from the Series. Even
where the investment objectives are similar, however, the methods used by the
Other N&B Funds and the Series to achieve their objectives may differ.
There may be occasions when a Series and one or more of the Other N&B
Funds will be contemporaneously engaged in purchasing or selling the same
securities from or to third parties. When this occurs, the transactions will be
averaged as to price and allocated as to amounts in accordance with a formula
considered to be equitable to the funds involved. Although in some cases this
arrangement could have a detrimental effect
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on the price or volume of the securities as to a Series, in other cases it is
believed that a Series'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 Series having its advisory arrangements
with N&B Management outweighs any disadvantages that may result from
contemporaneous transactions. The investment results achieved by all of the
funds advised by N&B Management, and Neuberger&Berman (as adviser and sub-
adviser) have varied from one another in the past and are likely to vary in the
future.
CUSTODIAN
Each Series has selected State Street Bank and Trust Company ("State
Street"), 225 Franklin Street, Boston, Massachusetts 02110 as custodian for its
securities and cash.
INDEPENDENT AUDITORS
Each Series has selected Ernst & Young LLP, 200 Clarendon Street,
Boston, MA 02116 as the independent auditors who will audit its financial
statements.
LEGAL COUNSEL
Each Series has selected Dechert Price & Rhoads, 1500 K Street, N.W.,
Suite 500, Washington, D.C. 20005 as legal counsel.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES
ALL SERIES (EXCEPT AMT INTERNATIONAL INVESTMENTS)
Neuberger&Berman acts as each Series's principal broker to the extent a
broker is used in the purchase and sale of portfolio securities and in
connection with the writing of covered call options on their securities.
Transactions in portfolio securities for which Neuberger&Berman serves as broker
will be effected in accordance with Rule 17e-1 under the 1940 Act.
To the extent a broker is not used, purchases and sales of portfolio
securities generally are transacted with the issuers, underwriters, or dealers
serving as primary market-makers acting as principals for the securities on a
net basis. The Series usually do not pay brokerage commissions for such
purchases and sales. Instead, the price
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paid for newly issued securities usually includes a concession or discount paid
by the issuer to the underwriter, and transactions placed through dealers
serving as market-makers reflect a spread between the bid and the asked prices
from which the dealer derives a profit.
In purchasing and selling portfolio securities other than as described
above (for example, in the secondary market), each Series' policy is to seek
best execution at the most favorable prices through responsible broker-dealers
and, in the case of agency transactions, at competitive commission rates. In
selecting broker-dealers to execute transactions, N&B Management considers such
factors as the price of the security, the rate of commission, the size and
difficulty of the order, the reliability, integrity, financial condition, and
general execution and operational capabilities of competing broker-dealers, and
may consider the brokerage and research services they provide to the Series or
N&B Management. Some of these research services may be of value to N&B
Management in advising its various clients (including the Series) although not
all of these services are necessarily used by N&B Management in managing the
Series. Under certain conditions, a Series may pay higher brokerage commissions
in return for brokerage and research services, although no Series has a current
arrangement to do so. In any case, each Series may effect principal
transactions with a dealer who furnishes research services, designate any dealer
to receive selling concessions, discounts, or other allowances, or otherwise
deal with any dealer in connection with the acquisition of securities in
underwritings.
AMT INTERNATIONAL INVESTMENTS
Neuberger&Berman may act as broker for AMT International Investments in
the purchase and sale of portfolio securities and in the purchase and sale of
options, and for those services would receive brokerage commissions.
During the period from May 1, 1995 (commencement of operations) to
December 31, 1995, AMT Growth Investments paid total brokerage commissions of $
555,532, of which $324,279 was paid to Neuberger&Berman. Transactions in which
that Series used Neuberger&Berman as broker comprised 63.4% of the aggregate
dollar amount of transactions involving the payment of commissions, and 58.4% of
the aggregate brokerage commissions paid by it during the period ended December
31, 1995. 93.2% of the $231,253 paid to other brokers by that Series during the
period ended December 31, 1995 was directed to those brokers because of research
services they provided. During the period ended December 31, 1995, that Series
acquired securities of the following of its Regular Broker-Dealers ("B/Ds"):
Bear Stearns & Co. Inc., Exxon Asset
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Management Co., Exxon Credit Corp., General Electric Capital Corp., and
Morgan Stanley & Co., Inc.; at that date, that Series held securities of its
Regular B/Ds as follows: $4,571,250, Bear, Stearns & Co. Inc.; and
$8,465,625, Morgan Stanley & Co. Inc.
During the period from May 1, 1995 (commencement of operations) to
December 31, 1995, AMT Balanced Investments paid total brokerage commissions of
$161,570, of which $101,589 was paid to Neuberger&Berman. Transactions in which
that Series used Neuberger&Berman as broker comprised 67.1% of the aggregate
dollar amount of transactions involving the payment of commissions, and 62.9% of
the aggregate brokerage commissions paid by it during the period ended December
31, 1995. 91.3% of the $59,981 paid to other brokers by that Series during the
period ended December 31, 1995 was directed to those brokers because of research
services they provided. During the period ended December 31, 1995, that Series
acquired securities of the following of its Regular B/Ds: Bear Stearns & Co.
Inc., Exxon Asset Management Co., Exxon Credit Corp., General Electric Capital
Corp., and Morgan Stanley & Co., Inc.; at that date, that Series held securities
of its Regular B/Ds as follows: $795,000, Bear, Stearns & Co. Inc.; $10,000,000,
Exxon Asset Management Co.; $10,000,000, General Electric Capital Corp.; and
$1,370,625, Morgan Stanley & Co. Inc.
During the period from May 1, 1995 (commencement of operations) to
December 31, 1995, AMT Partners Investments paid total brokerage commissions of
$ 390,810, of which $243,164 was paid to Neuberger&Berman. Transactions in
which that Series used Neuberger&Berman as broker comprised 64.4% of the
aggregate dollar amount of transactions involving the payment of commissions,
and 62.2% of the aggregate brokerage commissions paid by it during the period
ended December 31, 1995. 95.9% of the $147,646 paid to other brokers by that
Series during the period ended December 31, 1995 was directed to those brokers
because of research services they provided. During the period ended December
31, 1995, that Series acquired securities of the following of its Regular B/Ds:
Exxon Credit Corp., General Electric Capital Corp., and Salomon Brothers Inc.;
at that date, that Series held none of the securities of its Regular B/Ds.
During the period from May 1, 1995 (commencement of operations) to
December 31, 1995, AMT Liquid Asset Investments acquired securities of the
following of its Regular B/Ds: General Electric Capital Corp., Goldman, Sachs &
Co., and Morgan (J.P.) Securities Inc.; at that date that Series held securities
of its Regular B/Ds with aggregate value as follows: $1,597,199, Morgan (J.P.)
Securities Inc.; and $1,177,923, General Electric Capital Corp.
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During the period from May 1, 1995 (commencement of operations) to
December 31, 1995, AMT Limited Maturity Bond Investments acquired securities of
the following of its Regular B/Ds: Morgan Stanley & Co. Inc.; at that date that
Series held securities of none of its Regular B/Ds.
During the period from May 1, 1995 (commencement of operations) to
December 31, 1995, AMT Government Income Investments acquired securities of none
of its Regular B/Ds.
Insofar as portfolio transactions of AMT Partners Investments result
from active management of equity securities, and insofar as portfolio
transactions of AMT Growth Investments result from seeking capital appreciation
by selling securities whenever sales are deemed advisable without regard to the
length of time the securities may have been held, it may be expected that the
aggregate brokerage commissions paid by those Series to brokers (including
Neuberger&Berman where it acts in that capacity) may be greater than if
securities were selected solely on a long-term basis.
Portfolio securities are from time to time loaned by AMT Growth,
Partners and International Investments to Neuberger&Berman in accordance with
the terms and conditions of an order issued by the Securities and Exchange
Commission, excepting such transactions from certain provisions of the 1940 Act
which would otherwise prohibit such transactions, subject to certain conditions.
Among the conditions of the order, securities loans made by each Series to
Neuberger&Berman must be fully secured by cash collateral. Under the order, the
portion of the income on cash collateral from securities loans involving
Neuberger&Berman which may be shared with that firm is determined with reference
to the concurrent arrangements between Neuberger&Berman and other non-affiliated
lenders with which it engages in similar transactions. In addition, where
Neuberger&Berman borrows securities from a Series in order to relend them to
others, Neuberger&Berman is required to pay over to the Series, on a quarterly
basis, certain "excess earnings" that Neuberger&Berman otherwise has derived
from the relending of securities borrowed from the Series. When
Neuberger&Berman desires to borrow a security which a Series has indicated a
willingness to lend, Neuberger&Berman must borrow such security from the Series
rather than from an unaffiliated lender unless an unaffiliated lender is willing
to lend such security on more favorable terms (as specified in the order) than
the Series. If a Series' expenses exceed its income in any securities loan
transaction with Neuberger&Berman, Neuberger&Berman must reimburse the Portfolio
for such loss.
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Each Series may also lend securities to unaffiliated entities, including
brokers or dealers, banks and other recognized institutional borrowers of
securities, provided that cash or equivalent collateral, equal to at least 100%
of the market value of the securities loaned, is continuously maintained by the
borrower with the Series. During the time securities are on loan, the borrower
will pay the Series an amount equivalent to any dividends or interest paid on
such securities, and the Series may invest the cash collateral and earn income,
or it may receive an agreed upon amount of interest income from the borrower who
has delivered equivalent collateral. These loans are subject to termination at
the option of the Series or the borrower. The Series may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash or equivalent collateral
to the borrower or placing broker. The Series does not have the right to vote
securities on loan, but would terminate the loan and regain the right to vote if
that were considered important with respect to the investment.
In effecting securities transactions, each Series generally seeks to
obtain the best price and execution of orders. Commission rates, being a
component of price, are considered along with other relevant factors. Each
Series may use Neuberger&Berman as broker where, in the judgment of N&B
Management, (which is affiliated with Neuberger&Berman), the firm is able to
obtain a price and execution at least as favorable as other qualified brokers.
To the Series' knowledge, however, no affiliate of any Series receives give-ups
or reciprocal business in connection with its securities transactions. All
brokerage transactions with Neuberger&Berman (or any other affiliated broker-
dealer) will be conducted in accordance with Rule 17e-1 under the 1940 Act.
The use of Neuberger&Berman as a broker for a Series is subject to the
requirements of Section 11(a) of the Securities Exchange Act of 1934 ("Section
11(a)"). Section 11(a) prohibits members of national securities exchanges from
executing exchange transactions for accounts which they or their affiliates
manage, except in situations where they have obtained the express authorization
of the persons authorized to transact business for the account and comply with
certain annual reporting requirements. The Board of Trustees of the Series has
expressly authorized Neuberger&Berman to execute exchange transactions for the
Series, and Neuberger&Berman complies with the reporting requirements of Section
11(a).
Under the 1940 Act, commissions paid by a Series to Neuberger&Berman in
connection with a purchase or sale of securities offered on a securities
exchange may not exceed the usual and customary broker's commission.
Accordingly, it is each Series' policy that the commissions to be paid to
Neuberger&Berman must, in N&B Management's judgment be (1) at least as favorable
as those that would be charged by
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other brokers having comparable execution capability and (2) at least as
favorable as commissions contemporaneously charged by Neuberger&Berman on
comparable transactions for its most favored unaffiliated customers, except for
accounts for which Neuberger&Berman acts as a clearing broker for another
brokerage firm and customers of Neuberger&Berman considered by a majority of the
Independent Series Trustees not to be comparable to the Series. The Series do
not deem it practicable and in their best interest to solicit competitive bids
for commissions on each transaction. However, consideration regularly is given
to information concerning the prevailing level of commissions charged on
comparable transactions by other brokers during comparable periods of time. The
1940 Act generally prohibits Neuberger&Berman from acting as principal in the
purchase or sale of securities for a Series's account, unless an appropriate
exemption is available.
A committee of Independent Series Trustees from time to time reviews,
among other things, information relating to the commissions charged by
Neuberger&Berman to the Series and to its other customers and information
concerning the prevailing level of commissions charged by other brokers having
comparable execution capability. In addition, the procedures pursuant to which
Neuberger&Berman effects brokerage transactions for the Series must be reviewed
and approved no less often than annually by a majority of the Independent Series
Trustees.
Each Series expects that it will continue to execute a portion of its
transactions through brokers other than Neuberger&Berman. In selecting those
brokers, N&B Management will consider the quality and reliability of brokerage
services, including execution capability and performance and financial
responsibility, and may consider the research and other investment information
provided by those brokers, and the willingness of particular brokers to sell the
Variable Contracts issued by the Life Companies.
A committee, comprised of N&B Management officers and partners of
Neuberger&Berman who are portfolio managers of some of the Series and Other N&B
Funds (collectively, "N&B Funds") and some of Neuberger&Berman's managed
accounts ("Managed Accounts") evaluates semi-annually the nature and quality of
the brokerage and research services provided by other brokers and, based on this
evaluation, establishes a list and projected ranking of preferred brokers for
use in determining the relative amounts of commissions to be allocated to those
brokers. Ordinarily the brokers on the list effect a large portion of the
brokerage transactions for the N&B Funds and the Managed Accounts that are not
effected by Neuberger&Berman. However, in any semi-annual period, brokers not
on the list may be used, and the relative amounts of brokerage commissions paid
to the brokers on the list may vary substantially from the projected rankings.
These variations reflect the following factors, among others: (1)
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brokers not on the list or ranking below other brokers on the list may be
selected for particular transactions because they provide better price and/or
execution, which is the primary consideration in allocating brokerage; and (2)
adjustments may be required because of periodic changes in the execution or
research capabilities of particular brokers, or in the execution or research
needs of the N&B Funds and/or the Managed Accounts; and (3) the aggregate amount
of brokerage commissions generated by transactions for the N&B Funds and the
Managed Accounts may change substantially from one semi-annual period to the
next.
The commissions charged by a broker other than Neuberger&Berman may be
greater than the amount another firm might charge if N&B Management determines
in good faith that the amount of those commissions is reasonable in relation to
the value of the brokerage and research services provided by the broker. N&B
Management believes that those research services provide the Series with
benefits by supplementing the research otherwise available to them. That
research information may be used by Neuberger&Berman and N&B Management in
servicing their respective funds and, in some cases, by Neuberger&Berman in
servicing the Managed Accounts. On the other hand, research information
received by N&B Management from brokers effecting portfolio transactions on
behalf of the Other N&B Funds and by Neuberger&Berman from brokers executing
portfolio transactions on behalf of the Managed Accounts may be used for the
Series' benefit.
Theresa A. Havell, Mark R. Goldstein and Michael M. Kassen, each of whom
is a general partner of Neuberger&Berman and a Vice President of N&B Management
(and, with respect to Ms. Havell, also a director of N&B Management), Josephine
P. Mahaney, Thomas Wolfe and William Cunningham, each of whom is an employee of
Neuberger&Berman and a Vice President of N&B Management, and Robert I.
Gendelman, who is an employee of Neuberger&Berman and an Assistant Vice
President of N&B Management, are the persons primarily responsible for making
decisions as to specific action to be taken with respect to the investment
portfolios of the Series (except AMT International Investments). Each of them
has full authority to take action with respect to portfolio transactions and may
or may not consult with other personnel of N&B Management prior to taking such
action.
Felix Rovelli, a Vice President of N&B Management, is the person
primarily responsible for making decisions as to specific action to be taken
with respect to the AMT International Investments. He has full authority to
take action with respect to portfolio transactions and may or may not consult
with other personnel of N&B
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Management prior to taking such action. If Mr. Rovelli is unavailable to
perform his responsibilities, Robert Cresci, who is an Assistant Vice President
of N&B Management, will assume responsibility for the portfolio of AMT
International Investments.
PORTFOLIO TURNOVER
The portfolio turnover rate is the lesser of the cost of the securities
purchased or the value of the securities sold, excluding all securities,
including options, whose maturity or expiration date at the time of acquisition
was one year or less, divided by the average monthly value of such securities
owned during the year.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES
Each investor in a Series is entitled to a vote in proportion to the
amount of its investment therein. Investors in the Series will all vote together
in certain circumstances (e.g., election of the Trustees and auditors, as
required by the 1940 Act and the rules thereunder). One or more Series could
control the outcome of these votes. Investors do not have cumulative voting
rights, and investors holding more than 50% of the aggregate beneficial
interests in the Trust or in a Series, as the case may be, may control the
outcome of votes. The Trust is not required and has no current intention to
hold annual meetings of investors, but the Trust will hold special meetings of
investors when (1) a majority of the Trustees determines to do so or (2) a
Series request in writing a meeting of investors in the Trust. No material
amendment may be made to the trust's declaration of Trust without the
affirmative majority vote of investors.
The Trust, with respect to a Series, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by a
1940 Act majority vote. A Series may be terminated (1) upon liquidation and
distribution of its assets, if approved by the vote of at least two-thirds of
its investors, or (2) by the Trustees on written notice to the Series'
investors.
The Trust is organized as a trust under the laws of the State of New
York, Investors in a Series will be held personally liable for its obligations
and liabilities, subject, however, to indemnification by the Trust in the event
that there is imposed upon an investor a greater portion of the liabilities and
obligations than its proportionate beneficial interest. The Declaration of
Trust also provides that the Trust shall maintain appropriate insurance (for
example, fidelity bonding and errors and omissions insurance) for the protection
of the Series, investors, Trustees, officers, employees, and agents covering
possible tort and other liabilities. Thus, the risk of a investor incurring
financial loss on account of such liability is limited to circumstances in which
the Series had inadequate
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insurance and was unable to meet its obligations out of its assets.
The Declaration of Trust further provides that obligations of a Series
are not binding upon the trustees individually but only upon the property of the
Series and that the Trustees will not be liable for any action or failure to
act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
Upon liquidation or dissolution of any Series, the investors therein
would be entitled to share pro rata in its net assets available for distribution
to investors.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES
Beneficial interests in the Portfolios are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See Items 4, 7 and 8 in Part A.
AMT Liquid Asset Investments relies on Rule 2a-7 under the 1940 Act to
use the amortized cost method of valuation to stabilize the purchase and
withdrawal price of investors' interests. This method involves valuing
portfolio securities at their cost at the time of purchase and thereafter
assuming a constant amortization (or accretion) to maturity of any premium of
(or discount), regardless of the impact of interest rate fluctuations on the
market value of the securities. Although reliance on Rule 2a-7 should enable
investors in this Series to maintain a stable $1.00 share price, there can be no
assurance they will be able to do so. An investment in this Series, as in any
investment company, is neither insured nor guaranteed by the U.S. Government.
Futures contracts are market-to-market daily, and options thereon are
valued at their latest sale price on the applicable exchange prior to pricing.
If, for any such option, there is no sale on that day prior to pricing, it is
valued at its bid price at that time; except that if N&B Management believes
that bid price does not accurately reflect the option's value at the time of
pricing, it is valued at fair value, as determined in accordance with procedures
approved by the Trustees. All other securities and assets, including illiquid
securities, are valued in good faith in a manner designed to reflect their fair
value, in accordance with procedures approved by the Trustees.
AMT International Investments invests primarily in securities of foreign
issuers which are traded on foreign exchanges or in other foreign markets.
Foreign securities may trade on days when the NYSE is closed, such as Saturdays
and U.S. national holidays.
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However, the International Portfolio's net asset value ("NAV") will be
determined only on the days when the NYSE is open for trading. Therefore, the
International Portfolio's NAV may be significantly affected by such foreign
trading on days when shareholders have no access to redeem or purchase shares of
the Portfolio.
Each Portfolio and its corresponding Series calculate their NAVs as of
the close of regular trading on the NYSE, usually 4 p.m. Eastern Time.
ITEM 20. TAX STATUS
The Trust has received a ruling from the Internal Revenue Service
("Service") to the effect that, among other things, each Series will be
treated as a separate partnership for federal income tax purposes and will
not be a "publicly traded partnership." As a result, no Series will be
subject to federal income tax; instead, each investor in a Series will be
required to take into account in determining its federal income tax liability
its share of the Series' income, gains, losses, deductions, and credits,
without regard to whether it has received any cash distributions from the
Series. A Series also will not be subject to Delaware or New York income or
franchise tax.
Because, as noted above, each investor will be deemed to own a
proportionate share of its corresponding Series' assets and income for purposes
of determining whether the investor satisfies the requirements to qualify for
treatment as a regulated investment company ("RIC"), each Series intends to
conduct its operations so that its investors will be able to satisfy all those
requirements.
Distributions to an investor from its corresponding Series (whether
pursuant to a partial or complete withdrawal or otherwise) will not result in
the investor's recognition of any gain or loss for federal income tax purposes,
except that (1) gain will be recognized to the extent any cash that is
distributed exceeds the investor's basis for its interest in the Series before
the distribution, (2) income or gain will be recognized if the distribution is
in liquidation of the investor's entire interest in the Series and includes a
disproportionate share of any unrealized receivables held by the Series, (3)
loss will be recognized if a liquidation distribution consists solely of cash
and/or unrealized receivables and (4) gain (and, in certain situations, loss)
may be recognized on an in-kind distribution to an investor. An investor's
basis for its interest in its corresponding Series generally will equal the
amount of cash and the basis of any property the investor invests in the Series,
increased by the investor's share of the Series' net income and gains and
decreased by (a) the amount of cash and the basis of any property the Series
distributes to the investor and (b) the investor's share of the Series' losses.
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Dividends, interest, and in some cases, capital gains received by a
Series may be subject to income, withholding, or other taxes imposed by foreign
countries and U.S. possessions that would reduce the yield on its securities.
Tax conventions between certain countries and the United States may reduce or
eliminate these foreign taxes, however.
AMT Balanced, Growth, Partners, and International Investments may invest
in the stock of "passive foreign investment companies" ("PFICs"). A PFIC is a
foreign corporation that, in general, meets either of the following tests: (1)
at least 75% of its gross income is passive or (2) an average of at least 50% of
its assets produce, or are held for the production of, passive income. Under
certain circumstances, if a Series holds stock of a PFIC, an investor
(indirectly through its interest in the Series) will be subject to federal
income tax on a portion of any "excess distribution" received on the stock as
well as gain on disposition of the stock (collectively, "PFIC income"), plus
interest thereon, even, if in the case of a RIC investor, the RIC investor
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the RIC investor's investment
company taxable income and, accordingly, will not be taxable to it to the extent
that income is distributed to its shareholders.
If a Series invests in a PFIC and elects to treat the PFIC as a
"qualified electing fund," then in lieu of its corresponding investor's
incurring the foregoing tax and interest obligation, each investor would be
required to include in income each year its pro rata share of the Series' pro
rata share of the qualified electing fund's annual ordinary earnings and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss) -- which, in the case of a RIC investor, most likely would have to
be distributed to satisfy the distribution requirement to qualify for treatment
as a RIC ("Distribution Requirement") -- even if those earnings and gain were
not received by the Series. In most instances it will be very difficult, if not
impossible, to make this election because of certain requirements thereof.
The "Tax Simplification and Technical Corrections Bill of 1993," passed
in May 1994 by the House of Representatives, would have substantially modified
the taxation of U.S. shareholders of foreign corporations, including eliminating
the provisions described above dealing with PFICS and replacing them (and other
provisions) with a regulatory scheme involving entities called "passive foreign
corporations." Three similar bills were passed by Congress in 1991 and 1992 and
vetoed. It is unclear at this time whether, and in what form, the proposed
modifications may be enacted into law.
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Pursuant to proposed regulations that are not currently effective,
open-end RICs would be entitled to elect to "mark-to-market" their stock in
certain PFICs. "Marking-to-market," in this context, means recognizing as
gain for each taxable year the excess, as of the end of that year, of the fair
market value of each such PFIC's stock over the adjusted basis in that stock
(including mark-to-market gain for each prior year for which an election was
in effect).
The use by the Series (except AMT Liquid Asset Investments) of hedging
strategies, such as writing (selling) and purchasing futures contracts and
options and entering into forward contracts, involves complex rules that will
determine for income tax purposes the character and timing of recognition of the
gains and losses they realize in connection therewith. Income from foreign
currencies (except certain gains therefrom that may be excluded by future
regulations), and income from transactions in Hedging Instruments derived by a
Series with respect to its business of investing in securities or foreign
currencies, will qualify as permissible income for the Series' RIC investors
under a requirement applicable to RICs regarding permissible sources of income.
However, for certain of the Series' RIC investors, income from the disposition
by a Series of options and futures contracts (generally other than those on
foreign currencies) will be subject to a limit on income that may be derived by
a RIC from certain short-term investments ("Short-Short Limitation") if they are
held for less than three months. Income from the disposition of foreign
currencies, and Hedging Instruments thereon, that are not directly related to a
Series' principal business of investing in securities (or options and futures
with respect thereto) also will be subject to the Short-Short Limitation for its
corresponding investor if they are held for less than three months.
If a Series (except AMT Liquid Asset Investments) satisfies certain
requirements, any increase in value of a position that is part of a "designated
hedge" will be offset by any decrease in value (whether realized or not) of the
offsetting hedging position during the period of the hedge for purposes of
determining whether its corresponding RIC investors satisfy the Short-Short
Limitation. Thus, only the net gain (if any) from the designated hedge will be
included in gross income for purposes of that limitation. A Series will
consider whether it should seek to qualify for this treatment for its hedging
transactions. To the extent a Series does not so qualify, it may be forced to
defer the closing out of certain Hedging Instruments beyond the time when it
otherwise would be advantageous to do so, in order for its corresponding RIC
investors to continue to qualify as a RIC.
Exchange-traded futures contracts and listed options thereon constitute
"Section 1256 Contracts." Section 1256 Contracts are required to be "marked-to-
market" (that is, treated as having been sold at market value) at the end of a
Series' taxable year, sixty
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percent of any gain or loss recognized as a result of these "deemed sales," and
60% of any net realized gain or loss from any actual sales, of Section 1256
contracts are treated as long-term capital gain or loss, and the remainder is
treated as short-term capital gain or loss; however, in certain cases where the
futures contract relates to a foreign currency, the gain or loss may be ordinary
rather than capital.
AMT Limited Maturity Bond Investments may invest in municipal bonds that
are purchased with market discount (that is, at a price less than the bond's
principal amount or, in the case of a bond that was issued with original issue
discount ("OID"), a price less than the amount of the issue price plus accrued
OID) ("municipal market discount bonds"). If a bond's market discount is less
than the product of (1) 0.25% of the redemption price at maturity times (2) the
number of complete years to maturity after the taxpayer acquired the bond, then
no market discount is considered to exist. Gain on the disposition of a
municipal market discount bond purchased by the Series after April 30, 1993
(other than a bond with a fixed maturity date within one year from its
issuance), generally is treated as ordinary (taxable) income, rather than
capital gain, to the extent of the bond's accrued market discount at the time of
disposition. In lieu of treating the disposition gain as above, the Series may
elect to include market discount in its gross income currently, for each taxable
year to which it is attributable. Market discount on such a bond generally is
accrued ratably, on a daily basis, over the period from the acquisition date to
the date of maturity.
AMT Partners, AMT Balanced and AMT Government Income Investments each
may acquire zero coupon or other securities issued with OID. As the holder of
those securities, each Series (and, through it, its corresponding Portfolio)
must take into account the OID that accrues on the securities during the taxable
year, even if no corresponding payment on the securities is received during the
year. Because each RIC investor in a Series annually must distribute
substantially all of its income (including its share of its corresponding
Series' accrued OID) in order to satisfy the Distribution Requirement, it may be
required in a particular year to distribute as a dividend an amount that is
greater than its share of the total amount of cash its corresponding Series
actually receives. Those distributions will be made from the RICs investor's
(or its share of its corresponding Series') cash assets or, if necessary, from
the proceeds of the Series' sales of portfolio securities. These actions are
likely to reduce the Series' and RIC investor's assets and may thereby increase
its expense ratio and decrease its rate of return. A Series may realize capital
gains or losses from those sales, which would increase or decrease a RIC
investor's investment company taxable income and/or net capital gain. In
addition, any such gains may be realized on the disposition of securities held
for less than three months. Because of the Short-Short Limitation, any such
gains would reduce a Series' ability to sell other securities or Hedging
Instruments held for less
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than three months that it might wish to sell in the ordinary course of its
portfolio management.
Rules governing the tax aspects of swap agreements are in a developing
stage and are not entirely clear in certain respects. Accordingly, while AMT
Government Income Investments intends to account for such transactions in a
manner the Series deems to be appropriate, the Internal Revenue Service might
not accept such treatment. If it did not, the status of a Series' RIC investor
as a regulated investment company might be affected. The Series intends to
monitor developments in this area. Certain requirements that must be met under
the Code in order for the Series' RIC investors to qualify as a RIC may limit
the extent to which the Series will be able to engage in swap agreements.
ITEM 21. UNDERWRITERS
N&B Management, 605 Third Avenue, New York, New York 10158-0180, a New
York Corporation that is the Series' investment manager serves as the Trust's
placement agent. N&B Management receives no compensation for such placement
agent services.
ITEM 22. CALCULATION OF PERFORMANCE DATA
Not applicable.
ITEM 23. FINANCIAL STATEMENTS
The audited financial statements, notes to the audited financial
statements, and reports of the independent auditors for the fiscal year ended
December 31, 1995 for Advisers Managers Trust (with respect to each of the AMT
Balanced Investments, AMT Government Income Investments, AMT Growth Investments,
AMT Limited Maturity Bond Investments, AMT Liquid Asset Investments and AMT
Partners Investments) are incorporated into this Part B by reference to the
annual reports to shareholders of Neuberger&Berman Advisers Management Trust
(File Nos. 2-88566 and 811-4255) for the period ended December 31, 1995.
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ADVISERS MANAGERS TRUST
AMENDMENT NO. 1 ON FORM N-1A
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
The audited financial statements, notes to the audited financial
statements, and reports of the independent auditors for the fiscal year ended
December 31, 1995 for Advisers Managers Trust (with respect to each of the AMT
Balanced Investments, AMT Government Income Investments, AMT Growth Investments,
AMT Limited Maturity Bond Investments, AMT Liquid Asset Investments and AMT
Partners Investments) are incorporated into Part B by reference to the annual
reports to shareholders of Neuberger&Berman Advisers Management Trust (File Nos.
2-88566 and 811-4255) for the period ended December 31, 1995.
(b) Exhibits:
Exhibit
Number Description
(1) Amended and Restated Declaration of Trust of Advisers
Managers Trust. (Filed herewith).
(2) By-laws of Advisers Managers Trust. (Filed herewith).
(3) Voting Trust Agreement. None.
(4) (a) Trust Instrument of Advisers Managers Trust, Articles III,
IV and V.
(Filed herewith).
(b) By-laws of Advisers Managers Trust, Articles V, VI and VIII.
(Filed herewith).
(5) (a) Form of Management Agreement Between Advisers Managers Trust
and Neuberger & Berman Management Incorporated.
Incorporated by reference to Post-Effective Amendment No. 16
to the Registration Statement of Neuberger&Berman Advisers
Management Trust, File Nos. 2-88566 and 811-4255.
(b) Form of Sub-Advisory Agreement Between Neuberger&Berman
Management Incorporated and Neuberger & Berman with Respect
to Advisers
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PART C - OTHER INFORMATION
Page 2
Managers Trust. Incorporated by reference to Post-Effective
Amendment No. 16 to the Registration Statement of
Neuberger&Berman Advisers Management Trust, File Nos. 2-
88566 and 811-4255.
(6) Distribution Agreement. None.
(7) Bonus, Profit Sharing or Pension Plans. None.
(8) Custodian Contract Between Advisers Managers Trust and State
Street Bank and Trust Company. (Filed herewith).
(9) Transfer Agency Agreement Between Advisers Managers Trust
and State Street Bank and Trust Company. (Filed herewith).
(10) Opinion and Consent of Dechert Price & Rhoads. None.
(11) Opinion and Consent of Independent Auditors. None.
(12) Financial Statements Omitted from Prospectus. None.
(13) Letter of Investment Intent. None.
(14) Prototype Retirement Plan. None.
(15) Form of Distribution Plan Pursuant to Rule 12b-1. None.
(16) Schedule of Computation of Performance Quotations. None.
(17) Financial Data Schedules (Filed herewith).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
As of April 29, 1996, Neuberger&Berman Advisers Management Trust
("N&B Trust"), through its series, was the sole investor in the Trust and
each Series thereof. Each operating series of N&B Trust, which as of April
29, 1996 included the Growth Portfolio, Limited Maturity Bond Portfolio,
Liquid Asset Portfolio, Government Income Portfolio, Partners Portfolio, and
Balanced Portfolio invests all of their net investable assets in their
corresponding Series of
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PART C - OTHER INFORMATION
Page 3
the Trust. On most issues subject to a vote of investors of the Trust, as
required by the 1940 Act and other applicable law, N&B Trust has undertaken that
it will solicit proxies from the shareholders of N&B Trust and will vote its
interest in the Series of the Trust in proportion to the votes cast by N&B
Trust's shareholders.
Shares of N&B Trust are currently offered to life insurance companies
("Life Companies") for allocation to certain of their variable separate accounts
established for the purpose of funding variable annuity contracts and variable
life insurance policies. Shares of the Balanced Portfolio of N&B Trust are also
offered directly to qualified pension and retirement plans ("Qualified Plans").
As of April 10, 1996, separate accounts of Nationwide Life Insurance Company
owned approximately 38% of the outstanding shares of the Balanced Portfolio of
N&B Trust, 72% of the outstanding shares of the Growth Portfolio of N&B Trust,
81% of the outstanding shares of the Limited Maturity Bond Portfolio of N&B
Trust, and 51% of the outstanding shares of the Partners Portfolio of N&B Trust;
separate accounts of Hartford Life Insurance Company owned approximately 77% of
the outstanding shares of the Liquid Asset Portfolio of N&B Trust; separate
accounts of Skandia Insurance Company owned approximately 44% of the outstanding
shares of the Partners Portfolio of N&B Trust; and separate accounts of Security
Life Insurance Company of Denver owned approximately 97% of the outstanding
shares of the Government Income Portfolio of N&B Trust.
These insurance companies are required to vote fund shares in
accordance with instructions received from owners of variable life insurance and
variable annuity contracts funded by separate accounts with respect to separate
accounts of these insurance companies that are registered with the Securities
and Exchange Commission as unit investment trusts.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of April 22, 1996, the number of record holders of the Series of
the Registrant was as follows:
Title of Class Number of Record Holders
AMT Balanced Investments 1
AMT Growth Investments 1
AMT Liquid Assets Investments 1
AMT Limited Maturity Bond Investments 1
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PART C - OTHER INFORMATION
Page 4
AMT Partners Investments 1
AMT Government Income Investments 1
ITEM 27. INDEMNIFICATION
A New York trust may provide in its governing instrument for
indemnification of its officers and trustees from and against all claims and
demands whatsoever. Article V, Section 5.4 of the Declaration of Trust provides
that the Registrant shall indemnify, to the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended (the "1940 Act"), each
trustee, officer, employee, agent or independent contractor (except in the case
of an agent or independent contractor to the extent expressly provided by
written contract) of the Registrant (including any individual, corporation,
partnership, trust, association, joint venture or other entities, whether or not
legal entities, and governments and agencies and political subdivision thereof
("Person"), who serves at the Registrant's request as a director, officer or
trustee of another organization in which the Registrant has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by such Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such Person may be involved or
with which such Person may be threatened, while in office or thereafter, by
reason of such Person being or having been such a trustee, officer, employee,
agent or independent contractor, except with respect to any matter as to which
such Person shall have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of such person's duties,
such liabilities and expenses being liabilities only of the series out of which
such claim for indemnification arises; provided, however, that as to any matter
disposed of by a compromise payment by such Person, pursuant to a consent decree
or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's
office: (i) by the court of other body approving the settlement or other
disposition; or (ii) based upon a review of readily available facts (as opposed
to a full trial-type inquiry), by written opinion from independent legal counsel
approved by the trustees; or (iii) by a majority of the trustees who are neither
"interested persons" (as defined in the 1940 Act) of the Registrant nor parties
to the matter, based upon a review of
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PART C - OTHER INFORMATION
Page 5
readily available facts (as opposed to a full trial-type inquiry). The rights
accruing to any Person under these provisions shall not exclude any other right
to which such Person may be lawfully entitled; provided that no Person may
satisfy any right of indemnity or reimbursement granted in the Registrant's
Declaration of Trust or to which such Person may be otherwise entitled except
out of the trust Property (as defined in the Declaration of Trust). The rights
of indemnification provided herein may be insured against by policies maintained
by the Registrant. The trustees may make advance payments in connection with
this indemnification, provided that the indemnified Person shall have given a
written undertaking to reimburse the Registrant in the event it is subsequently
determined that such Person is not entitled to such indemnification, and
provided further that either: (i) such Person shall have provided appropriate
security for such undertaking; of (ii) the Registrant is insured against losses
arising out of any such advance payments; or (iii) either a majority of the
trustees who are neither "interested persons" (as defined in the 1940 Act) of
the Registrant nor parties to the matter, or independent legal counsel in a
written opinion, shall have determined, based upon a review of readily available
facts (as opposed to a trial-type inquiry or full investigation), that there is
reason to believe that such Person will not be disqualified from
indemnification.
Pursuant to Article V, Section 5.1 of the Registrant's Declaration of
Trust, each holder of an interest in a series of the Registrant shall be jointly
and severally liable with every other holder of an interest in that series (with
rights of contribution INTER SE in proportion to their respective interests in
the series) for the liabilities and obligations of that series (and of no other
series) in the event that the Registrant fails to satisfy such liabilities and
obligations from the assets of that series; provided, however, that, to the
extent assets of that series are available, the Registrant shall indemnify and
hold each holder harmless from and against any claim or liability to which such
holder may become subject by reason of being or having been a holder of an
interest in that series to the extent that such claim or liability imposes on
the holder an obligation or liability which, when compared to the obligations
and liabilities imposed on other holders of interests in that series, is greater
than such holder's interest (proportionate share), and shall reimburse such
holder for all legal and other expenses reasonably incurred by such holder in
connection with any such claim or liability. The rights accruing to a holder
under the Registrant's Declaration of Trust shall not exclude any other right to
which such holder may be lawfully entitled, not shall anything contained herein
restrict the right of the Registrant to indemnify or reimburse a holder in any
appropriate situation even though not specifically provided herein.
Notwithstanding the
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PART C - OTHER INFORMATION
Page 6
indemnification procedure described above, it is intended that each holder of an
interest in a series shall remain jointly and severally liable to the creditors
of that series as a legal matter. The liabilities of a particular series and
the right to indemnification granted hereunder to holders of interests in such
series shall not be enforceable against any other series or holders of interests
in any other series.
Section 9 of the Management Agreement between the Registrant and
Neuberger & Berman Management Incorporated ("N&B Management") provides that
neither N&B Management nor any director, officer or employee of N&B Management
performing services for any series of the Registrant (each a "Series") at the
direction or request of N&B Management in connection with N&B Management's
discharge of its obligations under the Agreement shall be liable for any error
of judgment or mistake of law or for any loss suffered by a Series in connection
with any matter to which the Agreement relates; provided, that nothing in the
Agreement shall be construed (i) to protect N&B Management against any liability
to the Registrant or a Series thereof or its interest holders to which N&B
Management would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of N&B Management's duties, or by
reason of N&B Management's reckless disregard of its obligations and duties
under the Agreement, or (ii) to protect any director, officer or employee of N&B
Management who is or was a Trustee or officer of the Registrant against any
liability to the Registrant or a Series thereof or its interest holders to which
such person would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office with the Registrant.
Section 1 of the Sub-Advisory Agreement between the Registrant and
Neuberger & Berman, L.P. ("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 the Registrant or its interest holders in connection
with the matters to which the Agreement relates.
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.
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PART C - OTHER INFORMATION
Page 7
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or controlling
person, the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF ADVISER AND SUB-ADVISER
There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of N&B Management and each partner of the Sub-Adviser is, or
at any time during the past two years has been, engaged for his or her own
account or in the capacity of director, officer, employee, partner or trustee.
NAME BUSINESS AND OTHER CONNECTIONS
------------------- ------------------------------------
Howard R. Berlin Vice President and Director (2),
Vice President(l), N&B Neuberger & Berman Partners Fund,
Management; Partner, Inc. (5)
Neuberger & Berman, L.P.
Claudia A. Brandon Secretary, Neuberger & BermAN
Vice President, N&B Advisers Management Trust (Deleware
Management business trust); Secretary,
Advisers Managers Trust; Secretary,
Neuberger & Berman Advisers Management
Trust (Massachusetts business trust)
(4); Secretary, Neuberger & Berman
Genesis Fund, Inc. (5); Secretary,
Neuberger & Berman Guardian Fund, Inc.;
Secretary, Neuberger & Berman Manhattan
Fund, Inc. (5); Secretary, Neuberger &
Berman Multi-Series Fund, Inc. (5);
Secretary, Neuberger & Berman Partners
Fund, Inc.; Secretary, Neuberger &
Berman Selected Sectors Fund, Inc. (5);
Secretary, Neuberger & Berman Income
Funds;
<PAGE>
PART C - OTHER INFORMATION
Page 8
NAME BUSINESS AND OTHER CONNECTIONS
------------------- ------------------------------------
Secretary, Neuberger & Berman Income
Trust; Secretary, Neuberger & Berman
Equity Funds; Secretary, Neuberger &
Berman Equity Trust; Secretary, Income
Managers Trust; Secretary, Equity
Managers Trust; Secretary, Global
Managers Trust; Secretary, Neuberger &
Berman Equity Assets
Stacy Cooper-Shugrue Assistant Secretary, Neuberger &
Assistant Vice President, Berman Advisers Management Trust
N&B Management (Delaware business trust);
Assistant Secretary, Advisers Managers
Trust; Assistant Secretary, Neuberger &
Berman Advisers Management Trust
(Massachusetts business trust) (4);
Assistant Secretary, Neuberger & Berman
Genesis Fund, Inc.(5); Assistant
Secretary, Neuberger & Berman Guardian
Fund, Inc.; Assistant Secretary,
Neuberger & Berman Manhattan Fund, Inc.
(5); Assistant Secretary, Neuberger &
Berman Multi-Series Fund, Inc. (5);
Assistant Secretary, Neuberger & Berman
Partners Fund, Inc. (5); Assistant
Secretary, Neuberger & Berman Selected
Sectors Fund, Inc. (5); 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
<PAGE>
PART C - OTHER INFORMATION
Page 9
NAME BUSINESS AND OTHER CONNECTIONS
------------------- ------------------------------------
Robert Cresci Assistant Portfolio Manager, BNP-
Assistant Vice President, N&B Global Asset Management L.P.
N&B Management (joint venture of Neuberger &
Berman and Banque Nationale de Paris)
(6); Assistant Portfolio Manager,
Vontobel (Swiss Bank) (7).
Barbara DiGiorgio Assistant Treasurer, Neuberger &
Assistant Vice President, Berman Advisers Management Trust;
N&B Management Assistant Treasurer, Advisers
Managers Trust
Stanley Egener Chairman of the Board and Trustee,
President and Director, Neuberger & Berman Advisers
N&B Management; Partner, Management Trust (Delaware business
Neuberger & Berman, L.P. trust); Chairman of the Board and
Trustee, Advisers Manager Trust;
Chairman of the Board and Trustee,
Advisers Management Trust (Massachusetts
business trust) (4); Chairman of the
Board and Director, Neuberger & Berman
Genesis Fund, Inc. (5); Chairman of the
Board and Director, Neuberger & Berman
Guardian Fund, Inc.; Chairman of the
Board and Director, Neuberger & Berman
Partners Fund, Inc. (5); Chairman of the
Board and Director, Neuberger & Berman
Selected Sectors Fund, Inc. (5);
Chairman of the Board and Trustee,
Neuberger & Berman Income Funds;
Chairman of the Board and Trustee,
Neuberger & Berman Income Trust;
Chairman of the Board and Trustee,
Neuberger & Berman Equity Funds;
Chairman of the Board and Trustee,
Neuberger & Berman Equity Trust;
Chairman of the Board and Trustee,
Income Managers Trust; Chairman of the
Board and Trustee, Equity Managers
Trust; Chairman of the Board and
Trustee, Global Managers Trust; Chairman
of the Board and Trustee, Neuberger &
Berman Equity Assets
<PAGE>
PART C - OTHER INFORMATION
Page 10
NAME BUSINESS AND OTHER CONNECTIONS
------------------- ------------------------------------
Robert I. Gendelman Senior Portfolio Manager,
Assistant Vice President, Harpel Advisors (8)
N&B Management
Theodore P. Giuliano Executive Vice President and
Vice President, N&B Director, Neuberger & Berman Multi-
Management (2); Partner, Series Fund, Inc.; Executive Vice
Neuberger & Berman, L.P. President and Trustee, Neuberger &
Berman Income Funds (3); Executive Vice
President and Trustee, Neuberger &
Berman Income Trust (3); Executive Vice
President and Trustee, Income Managers
Trust (3)
Mark R. Goldstein Vice President, Neuberger & Berman
Vice President, N&B Manhattan Fund, Inc. (5); Vice
Management; Partner, President, Neuberger & Berman
Neuberger & Berman, L.P. Multi-Series Fund, Inc. (5)
Theresa A. Havell President and Director, Neuberger &
Vice President and Berman Multi-Series Fund, Inc. (5);
Director, N&B Management; President and Trustee, Neuberger &
Partner, Neuberger & Berman, L.P. Berman Income Funds; President and
Trustee, Neuberger & Berman Income
Trust; President and Trustee, Income
Managers Trust
Michael M. Kassen President and Director (2),
Vice President, N&B Neuberger & Berman Partners Fund,
Management; Partner, Inc.; Vice President, Neuberger &
Neuberger & Berman, L. P. Berman Multi-Series Fund, Inc. (5)
Irwin Lainoff Director (2), Neuberger & Berman
Vice President (1) and Manhattan Fund, Inc.; Vice
Director, N&B Management; President and Director, Neuberger &
Partner, Neuberger & Berman Genesis Fund, Inc. (5)
Berman, L.P.
Josephine Mahaney Vice President, Neuberger & Berman
Assistant Vice President Multi-Series Fund, Inc. (5)
(2), Vice President, N&B
Management
Roy R. Neuberger Chairman Emeritus, Neuberger &
Partner, Neuberger & Berman Genesis Fund, Inc. (5);
Berman, L. P. Chairman Emeritus, Neuberger &
Berman Guardian Fund, Inc.
<PAGE>
PART C - OTHER INFORMATION
Page 11
NAME BUSINESS AND OTHER CONNECTIONS
------------------- ------------------------------------
C. Carl Randolph Assistant Secretary, Neuberger &
Partner, Neuberger & Berman, L. P. Berman Advisers Management Trust
(Delaware business trust); Assistant
Secretary, Advisers Managers Trust;
Assistant Secretary, Neuberger & Berman
Advisers Management Trust (Massachusetts
business trust) (4); Assistant
Secretary, Neuberger & Berman Genesis
Fund, Inc. (5); Assistant Secretary,
Neuberger & Berman Guardian Fund, Inc.;
Assistant Secretary, Neuberger & Berman
Manhattan Fund, Inc.; (5) Assistant
Secretary, Neuberger & Berman Multi-
Series Fund, Inc. (5); Assistant
Secretary Neuberger & Berman Partners
Fund, Inc. (5); Assistant Secretary,
Neuberger & Berman Selected Sectors
Fund, Inc. (5); 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
Felix Rovelli Senior Vice President --
Vice President, Senior Equity Portfolio Manager,
N&B Management BNP N&B Global Asset Management
L.P. (joint venture of Neuberger &
Berman and Banque Nationale de Paris)
(6); Portfolio Manager, Vontobel (Swiss
bank) (7)
Richard Russell Treasurer, Neuberger & Berman
Vice President, N&B Advisers Management Trust (Delaware
Management business trust); Treasurer, Advisers
Managers Trust; Treasurer, Neuberger &
Berman Advisers Management Trust
(Massachusetts
<PAGE>
PART C - OTHER INFORMATION
Page 12
NAME BUSINESS AND OTHER CONNECTIONS
------------------- ------------------------------------
business trust) (4); Assistant
Treasurer, Neuberger & Berman Genesis
Fund, Inc. (5); Assistant Treasurer,
Neuberger & Berman Guardian Fund, Inc.;
Assistant Treasurer, Neuberger & Berman
Manhattan Fund, Inc. (5); Assistant
Treasurer, Neuberger & Berman Multi-
Series Fund, Inc. (5); Assistant
Treasurer, Neuberger & Berman Partners
Fund, Inc. (5); Assistant Treasurer,
Neuberger & Berman Selected Sectors
Fund, Inc. (5); Treasurer, Neuberger &
Berman Income Funds; Treasurer,
Neuberger & Berman Income Trust;
Treasurer, Neuberger & Berman Equity
Funds; Treasurer, Neuberger & Berman
Equity Trust; Treasurer, Income Managers
Trust; Treasurer, Equity Managers Trust;
Treasurer, Global Managers Trust;
Treasurer, Neuberger & Berman Equity
Assets
Daniel J. Sullivan Vice President, Neuberger & Berman
Senior Vice President, Advisers Management Trust (Delaware
N&B Management business trust); Vice President,
Advisers Managers Trust; Vice President,
Advisers Management Trust (Massachusetts
business trust) (4); Vice President;
Neuberger & Berman Multi-Series Fund,
Inc. (5); Vice President, Neuberger &
Berman Partners Fund, Inc. (5);
Assistant Treasurer, Neuberger & Berman
Selected Sectors Fund, Inc. (5); 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
<PAGE>
PART C - OTHER INFORMATION
Page 13
NAME BUSINESS AND OTHER CONNECTIONS
------------------- ------------------------------------
Michael J. Weiner Vice President, Neuberger & Berman
Senior Vice President and Advisers Management Trust (Delaware
Treasurer, N&B Management business trust); Vice President,
Advisers Managers Trust; Vice President,
Neuberger & Berman Advisers Management
Trust (Massachusetts business trust)
(4); Treasurer, Neuberger & Berman
Genesis Fund, Inc. (5); Treasurer,
Neuberger & Berman Guardian Fund,Inc.;
Treasurer, Neuberger & Berman Manhattan
Fund, Inc. (5); Treasurer, Neuberger &
Berman Multi-Series Fund, Inc. (5);
Treasurer, Neuberger & Berman Partners
Fund, Inc. (5); Treasurer, Neuberger &
Berman Selected Sectors Fund, Inc. (5);
Vice President, Neuberger & Berman
Income Funds; Vice President, Neuberger
& Berman Income Trust; Vice President,
Neuberger & Berman
Equity Funds; Vice President,
Neuberger & Berman Equity Trust;
Vice President, Income Managers
Trust; Vice President, Equity
Managers Trust; Vice President,
Global Managers Trust; Vice
President, Neuberger & Berman
Equity Assets
Celeste Wischerth Assistant Treasurer, Neuberger &
Assistant Vice President, Berman Advisers Management Trust;
N&B Management Assistant Treasurer, Advisers
Managers Trust
<PAGE>
PART C - OTHER INFORMATION
Page 14
NAME BUSINESS AND OTHER CONNECTIONS
------------------- ------------------------------------
Lawrence Zicklin President and Trustee, Neuberger &
Director, N&B Management; Berman Advisers Management Trust
General Partner, (Delaware business trust);
Neuberger & Berman, L.P. President and Trustee, Advisers
Managers Trust; President and Trustee,
Neuberger & Berman Advisers Management
Trust (Massachusetts business trust)
(4); President and Trustee, Neuberger &
Berman Equity Funds; President and
Trustee, Neuberger & Berman Equity
Trust; President and Trustee, Equity
Managers Trust; President, Global
Managers Trust: President and Trustee,
Neuberger & Berman Equity Assets;
Director, Neuberger & Berman Genesis
Fund, Inc. (5); Director, Neuberger &
Berman Guardian Fund, Inc.; Director,
Neuberger & Berman Manhattan Fund, Inc.
(5); Director, Neuberger & Berman
Partners Fund, Inc. (5); Director,
Neuberger & Berman Selected Sectors
Fund, Inc. (5)
The principal address of N&B Management, and of each of the companies
or other entities named above, is 605 Third Avenue, New York, New York
10158-0180.
- ---------------
(1) Until January, 1994.
(2) Until November 4, 1994.
(3) Until June 22, 1994.
(4) Until April 30, 1995.
(5) Until July 11, 1995.
(6) Until October 31, 1995.
(7) Until May, 1994.
(8) Until 1993.
ITEM 29. PRINCIPLE UNDERWITERS
Not applicable.
<PAGE>
PART C - OTHER INFORMATION
Page 15
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31 (a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder with respect to the Registrant are maintained at the
offices of State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, except for the Registrant's Trust Instrument and Bylaws,
minutes of meetings of the Registrant's Trustees and shareholders and the
Registrant's policies and contracts, which are maintained at the offices of the
Registrant, 605 Third Avenue, New York, New York 10158.
ITEM 31. MANAGEMENT SERVICES
Other than as set forth in Parts A and B of this Registration
Statement, the Registrant is not a party to any management-related service
contract.
ITEM 32. UNDERTAKINGS
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Registration Statement on Form N-1A 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 25th day of April, 1996.
ADVISERS MANAGERS TRUST
By: /s/ Stanley Egener
---------------------------
Stanley Egener
Chairman of the Board
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
FILED
WITH
AMENDMENT NO. 1
TO THE
REGISTRATION STATEMENT
OF
ADVISERS MANAGERS TRUST
<PAGE>
INDEX TO EXHIBITS
(FOR AMENDMENT NO. 1)
EXHIBIT NO.
UNDER PART C
OF FORM N-1A NAME OF EXHIBIT
1 Amended and Restated Declaration of Trust of
Advisers Managers Trust
2 By-Laws of Advisers Managers Trust
8 Custodian Contract Between Advisers Managers Trust
and State Street Bank and Trust Company
9 Transfer Agency Agreement Between Advisers
Managers Trust and State Street Bank and Trust
Company
17 Financial Data Schedules
<PAGE>
AMENDED AND RESTATED
DECLARATION OF TRUST
of
ADVISERS MANAGERS TRUST
Dated as of April 26, 1995
<PAGE>
AMENDED AND RESTATED
DECLARATION OF TRUST
of
ADVISERS MANAGERS TRUST
This DECLARATION OF TRUST of Advisers Managers Trust is amended and
restated as of the 26th day of April, 1995, by the parties signatory hereto, as
Trustees (as defined in Section 1.2 hereof).
W I T N E S S E T H:
WHEREAS, by Declaration of Trust dated as of May 24, 1994 ("Original
Declaration"), the Trustees formed a master trust fund under the laws of the
State of New York for the investment and reinvestment of assets contributed
thereto through one or more subtrusts or series;
WHEREAS, it is proposed that the trust assets be composed of money and
other property contributed to the subtrusts of the trust fund established
hereby, such assets to be held and managed in trust for the benefit of the
holders of beneficial interests in such subtrusts; and
WHEREAS, the Trustees desire to amend the Original Declaration and to
restate the same herein.
NOW, THEREFORE, the Trustees hereby amend and restate the Original
Declaration as follows and hereby declare that they will hold in trust all money
and other property contributed to the master trust fund established hereby and
will manage and dispose of the same for the benefit of such holders of
beneficial interests and subject to the provisions hereof, to wit:
ARTICLE I
THE TRUST
1.1. NAME. The name of the master trust fund established hereby (the
"Trust") shall be Advisers Managers Trust and so far as may be practicable the
Trustees shall conduct the Trust's activities, execute all documents and sue or
be sued under that name, which name (and the word "Trust" wherever hereinafter
used) shall refer to the Trustees as Trustees, and not individually, and shall
not refer to the officers, employees, agents or independent contractors of the
Trust or its holders of beneficial interests.
1.2. DEFINITIONS. As used in this Declaration, the following terms
shall have the following meanings:
<PAGE>
"ADMINISTRATOR" shall mean any party furnishing services to the Trust
pursuant to any administration contract described in Section 4.1 hereof.
"BOOK CAPITAL ACCOUNT" shall mean, for any Holder (as hereinafter
defined) at any time, the Book Capital Account of the Holder at such time with
respect to the Holder's beneficial interest in the Trust Property (as
hereinafter defined) of any Series (as hereinafter defined), determined in
accordance with the method established by the Trustees pursuant to Section 8.1
hereof. Each Holder shall have a separate Book Capital Account for each such
Series.
"CODE" shall mean the United States Internal Revenue Code of 1986, as
amended from time to time, as well as any non-superseded provisions of the
Internal Revenue Code of 1954, as amended (or any corresponding provision or
provisions of succeeding law).
"COMMISSION" shall mean the United States Securities and Exchange
Commission.
"DECLARATION" shall mean this amended and restated Declaration of
Trust, as further amended from time to time. References in this Declaration to
"DECLARATION", "HEREOF", "HEREIN" and "HEREUNDER" shall be deemed to refer to
this Declaration rather than the article or section in which any such word
appears.
"FISCAL YEAR" shall mean an annual period determined by the Trustees
which ends on August 31 of each year or on such other day as is permitted or
required by the Code.
"HOLDERS" shall mean as of any particular time all holders of record
of beneficial interests in the Trust Property of any Series, including
Institutional Investors (as hereinafter defined) and Neuberger & Berman Agency,
Inc., a New York corporation that is related to the Investment
Adviser/Administrator in a manner specified in section 267(b) of the Code;
provided that no such interest shall be held of record or beneficially by any
Person (as hereinafter defined) that is not a permitted holder under Treasury
Regulation Sections 1.817-5(f)(2)(i)(A) or 1.817-5(f)(3) (except as noted in the
definition of "Institutional Investor(s)").
"INSTITUTIONAL INVESTOR(S)" shall mean any regulated investment
company, segregated asset account, foreign investment company, common trust
fund, group trust or other investment arrangement, whether organized within or
without the United States of America, that is a permitted holder under Treasury
Regulation Sections 1.817-5(f)(2)(i)(A) or 1.817-5(f)(3) and is not an
individual, S corporation, partnership or grantor trust beneficially owned by
any individual, S corporation or partnership. If the federal income tax law is
changed so that, in the opinion of tax counsel
- 2 -
<PAGE>
selected by the Trustees, the proviso to the definition of "Holders" and the
limitation in this definition to a "permitted holder" are no longer required to
enable a segregated asset account that holds any Interests (as hereinafter
defined) directly, or indirectly through a regulated investment company or a
partnership, to be adequately diversified within the meaning of section 817(h)
of the Code and the regulations thereunder, such proviso and limitation shall
cease to apply and the Declaration shall be deemed to be amended to conform to
the then applicable requirements, if any.
"INTERESTED PERSON" shall have the meaning given it in the 1940 Act
(as hereinafter defined).
"INTEREST(S)" shall mean the beneficial interest of a Holder in the
Trust Property of any Series, including all rights, powers and privileges
accorded to Holders by this Declaration, which interest may be expressed as a
percentage, determined by calculating for a particular Series, at such times and
on such basis as the Trustees shall from time to time determine, the ratio of
each Holder's Book Capital Account balance to the total of all Holders' Book
Capital Account balances. Reference herein to a specified percentage of, or
fraction of, Interests, means Holders whose combined Book Capital Account
balances represent such specified percentage or fraction of the combined Book
Capital Account balances of all, or a specified group of, Holders.
"INVESTMENT ADVISER" shall mean any party furnishing services to one
or more Series of the Trust pursuant to any investment advisory contract
described in Section 4.1 hereof.
"MAJORITY INTERESTS VOTE" shall mean the vote, at a meeting of Holders
(or Holders of one or more Series as the context may require), of (A) 67% or
more of the Interests present or represented at such meeting, if Holders of more
than 50% of all Interests are present or represented by proxy, or (B) more than
50% of all Interests, whichever is less.
"1940 ACT" shall mean the United States Investment Company Act of
1940, as amended from time to time, and the rules and regulations thereunder.
"PERSON" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.
"REDEMPTION" shall mean the complete withdrawal of an Interest of a
Holder the result of which is to reduce the Book Capital Account balance of that
Holder to zero, and the term "redeem" shall mean to effect a Redemption.
- 3 -
<PAGE>
"SERIES" shall mean the subtrusts of the trust fund established hereby
as the same are established and designated pursuant to Article VI hereof, each
of which shall be a separate subtrust.
"TRUST" shall mean the master trust fund established hereby and shall
include each Series hereof.
"TRUST PROPERTY" shall mean as of any particular time any and all
assets or other property, real or personal, tangible or intangible, which at
such time is owned or held by or for the account of the Trust or the Trustees,
each component of which shall be allocated and belong to a specific Series to
the exclusion of all other Series.
"TRUSTEES" shall mean each signatory to this Declaration, so long as
such signatory shall continue in office in accordance with the terms hereof, and
all other individuals who at the time in question have been duly elected or
appointed and have qualified as Trustees in accordance with the provisions
hereof and are then in office, and reference in this Declaration to a Trustee or
Trustees shall refer to such individual or individuals in their capacity as
Trustees hereunder.
ARTICLE II
TRUSTEES
2.1. NUMBER AND QUALIFICATION. The number of Trustees shall be fixed
from time to time by action of the Trustees taken as provided in Section 2.5
hereof; provided, however, that the number of Trustees so fixed shall in no
event be less than two. Any vacancy created by an increase in the number of
Trustees may be filled by the appointment of an individual having the
qualifications described in this Section 2.1 made by action of the Trustees
taken as provided in Section 2.4 hereof. Any such appointment shall not become
effective, however, until the individual named in the written instrument of
appointment shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of this Declaration. No reduction in the
number of Trustees shall have the effect of removing any Trustee from office.
Whenever a vacancy occurs, until such vacancy is filled as provided in Section
2.4 hereof, the Trustees continuing in office, regardless of their number, shall
have all the powers granted to the Trustees and shall discharge all the duties
imposed upon the Trustees by this Declaration. A Trustee shall be an individual
at least 21 years of age who is not under legal disability.
2.2. TERM AND ELECTION. Each Trustee named herein, or elected or
appointed prior to the first meeting of Holders, shall
- 4 -
<PAGE>
(except in the event of resignations, retirements, removals or vacancies
pursuant to Section 2.3 or Section 2.4 hereof) hold office until a successor to
such Trustee has been elected at such meeting and has qualified to serve as
Trustee, as required under the 1940 Act. Subject to the provisions of Section
16(a) of the 1940 Act and except as provided in Section 2.3 hereof, each Trustee
shall hold office during the lifetime of the Trust and until its termination as
hereinafter provided.
2.3. RESIGNATION, REMOVAL AND RETIREMENT. Any Trustee may resign his
or her trust (without need for prior or subsequent accounting) by an instrument
in writing executed by such Trustee and delivered or mailed to the Chairman, if
any, the President or the Secretary of the Trust and such resignation shall be
effective upon such delivery, or at a later date according to the terms of the
instrument. Any Trustee may be removed with or without cause by the affirmative
vote of Holders of two-thirds of the Interests or (provided the aggregate number
of Trustees, after such removal and after giving effect to any appointment made
to fill the vacancy created by such removal, shall not be less than the number
required by Section 2.1 hereof) by the action of two-thirds of the remaining
Trustees. Any Trustee who has attained a mandatory retirement age, if any,
established pursuant to any written policy adopted from time to time by a
majority of the Trustees shall, automatically and without action by such Trustee
or the remaining Trustees, be deemed to have retired in accordance with the
terms of such policy, effective as of the date determined in accordance with
such policy. Any Trustee who has become incapacitated by illness or injury as
determined by a majority of the other Trustees, may be retired by written
instrument executed by a majority of the other Trustees, specifying the date of
such Trustee's retirement. Upon the resignation, retirement or removal of a
Trustee, or a Trustee otherwise ceasing to be a Trustee, such resigning,
retired, removed or former Trustee shall execute and deliver such documents as
the remaining Trustees shall require for the purpose of conveying to the Trust
or the remaining Trustees any Trust Property held in the name of such resigning,
retired, removed or former Trustee. Upon the death of any Trustee or upon
removal, retirement or resignation due to any Trustee's incapacity to serve as
Trustee, the legal representative of such deceased, removed, retired or
resigning Trustee shall execute and deliver on behalf of such deceased, removed,
retired or resigning Trustee such documents as the remaining Trustees shall
require for the purpose set forth in the preceding sentence.
2.4. VACANCIES. The term of office of a Trustee shall terminate and a
vacancy shall occur in the event of the death, resignation, retirement or
removal of a Trustee. No such vacancy shall operate to annul this Declaration
or to revoke any existing agency created pursuant to the terms of this
Declaration. In the case of a vacancy, Holders of at least a majority of the
Interests entitled to vote, acting at any meeting of Holders held in
- 5 -
<PAGE>
accordance with Section 9.2 hereof, or, to the extent permitted by the 1940 Act,
a majority vote of the Trustees continuing in office acting by written
instrument or instruments, may fill such vacancy, and any Trustee so elected by
the Trustees or the Holders shall hold office as provided in this Declaration.
The Trustees may appoint a new Trustee as provided above in anticipation of a
vacancy expected to occur because of the retirement, resignation or removal of a
Trustee, or an increase in number of Trustees, provided that such appointment
shall become effective only when or after the expected vacancy occurs. As soon
as any Trustee has accepted his appointment in writing, the Trust estate shall
vest in the new Trustee, together with the continuing Trustees, without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder.
The power of appointment is subject to Section 16(a) of the 1940 Act.
2.5. MEETINGS. Meetings of the Trustees shall be held from time to
time upon the call of the Chairman, if any, the President, the Secretary, an
Assistant Secretary or any two Trustees. Regular meetings of the Trustees may
be held without call or notice at a time and place fixed by the By-Laws or by
resolution of the Trustees. Notice of any other meeting shall be mailed or
otherwise given not less than 24 hours before the meeting but may be waived in
writing by any Trustee either before or after such meeting. The attendance of a
Trustee at a meeting shall constitute a waiver of notice of such meeting except
in the situation in which a Trustee attends a meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting was
not lawfully called or convened. The Trustees may act with or without a
meeting. A quorum for all meetings of the Trustees shall be a majority of the
Trustees. Unless provided otherwise in this Declaration, any action of the
Trustees may be taken at a meeting by vote of a majority of the Trustees present
(a quorum being present) or without a meeting by written consent of a majority
of the Trustees.
Any committee of the Trustees, including an executive committee, if
any, may act with or without a meeting. A quorum for all meetings of any such
committee shall be a majority of the members thereof. Unless provided otherwise
in this Declaration, any action of any such committee may be taken at a meeting
by vote of a majority of the members present (a quorum being present) or without
a meeting by written consent of a majority of the members.
Any notice, waiver or written consent hereunder may be provided and
delivered to the Trust or a Trustee by facsimile or other similar electronic
mechanism.
With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons of the Trust or otherwise
interested in any action to be taken may be counted
- 6 -
<PAGE>
for quorum purposes under this Section 2.5 and shall be entitled to vote to the
extent permitted by the 1940 Act.
All or any one or more Trustees may participate in a meeting of the
Trustees or any committee thereof by means of a conference telephone or similar
communications equipment by means of which all individuals participating in the
meeting can hear each other and participation in a meeting by means of such
communications equipment shall constitute presence in person at such meeting.
Any Trustee may, by power of attorney, delegate his or her powers as
Trustee for a period not exceeding six months at any one time to any other
Trustee or Trustees.
2.6. OFFICERS; CHAIRMAN OF THE BOARD. The Trustees shall, from time
to time, elect a President, a Secretary and a Treasurer. The Trustees may elect
or appoint, from time to time, a Chairman of the Board who shall preside at all
meetings of the Trustees and carry out such other duties as the Trustees may
designate. The Trustees may elect or appoint or authorize the President to
appoint such other officers, agents or independent contractors with such powers
as the Trustees may deem to be advisable. The Chairman, if any, shall be and
each other officer may, but need not, be a Trustee.
2.7. BY-LAWS. The Trustees may adopt and, from time to time, amend or
repeal By-Laws for the conduct of the business of the Trust.
ARTICLE III
POWERS OF TRUSTEES
3.1. GENERAL. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust and each Series to
the same extent as if the Trustees were the sole owners of the Trust Property
and such business in their own right, but with such powers of delegation as may
be permitted by this Declaration. The Trustees may perform such acts as in
their sole discretion they deem proper for conducting the business of the Trust
and any Series. The enumeration of or failure to mention any specific power
herein shall not be construed as limiting such exclusive and absolute control.
The powers of the Trustees may be exercised without order of or resort to any
court.
3.2. INVESTMENTS. The Trustees shall have the power with respect to
the Trust and each Series to:
(a) conduct, operate and carry on the business of an investment
company;
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(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise
deal in or dispose of United States and foreign currencies and related
instruments including forward contracts, and securities, including common and
preferred stock, warrants, bonds, debentures, time notes and all other evidences
of indebtedness, negotiable or non-negotiable instruments, obligations,
certificates of deposit or indebtedness, commercial paper, repurchase
agreements, reverse repurchase agreements, convertible securities, options,
futures contracts, and other securities, including, without limitation, those
issued, guaranteed or sponsored by any state, territory or possession of the
United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities, or by the United States Government, any foreign
government, or any agency, instrumentality or political subdivision of the
United States Government or any foreign government, or any international
instrumentality, or by any bank, savings institution, corporation or other
business entity organized under the laws of the United States or under any
foreign laws; and to exercise any and all rights, powers and privileges of
ownership or interest in respect of any and all such investments of any kind and
description, including, without limitation, the right to consent and otherwise
act with respect thereto, with power to designate one or more Persons to
exercise any of such rights, powers and privileges in respect of any of such
investments; and the Trustees shall be deemed to have the foregoing powers with
respect to any additional instruments in which the Trustees may determine to
invest.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
3.3. LEGAL TITLE. Legal title to all Trust Property shall be vested
in the Trustees as joint tenants except that the Trustees shall have the power
to cause legal title to any Trust Property to be held by or in the name of one
or more of the Trustees, or in the name of the Trust or any Series, or in the
name or nominee name of any other Person on behalf of the Trust or any Series,
on such terms as the Trustees may determine.
The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each individual who may hereafter become a Trustee
upon his due election and qualification. Upon the resignation, removal or death
of a Trustee, such resigning, removed or deceased Trustee shall automatically
cease to have any right, title or interest in any Trust Property, and the right,
title and interest of such resigning, removed or deceased Trustee in the Trust
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be
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effective whether or not conveyancing documents have been executed and
delivered.
3.4. SALE AND INCREASES OF INTERESTS. The Trustees, in their
discretion, may, from time to time, without a vote of the Holders, permit any
Institutional Investor to purchase an Interest in a Series, or increase such
Interest, for such type of consideration, including cash or property, at such
time or times (including, without limitation, each business day), and on such
terms as the Trustees may deem best, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection with the
assumption of, liabilities) and businesses. Individuals, S corporations,
partnerships and grantor trusts that are beneficially owned by any individual, S
corporation or partnership may not purchase Interests. The Trustees, in their
discretion, may refuse to sell an Interest in a Series to any Person without any
cause or reason therefor. A Holder which has redeemed its Interest in a Series
may not be permitted to purchase an Interest in such Series until the later of
60 calendar days after the date of such Redemption or the first day of the
Fiscal Year next succeeding the Fiscal Year during which such Redemption
occurred.
3.5. DECREASES AND REDEMPTIONS OF INTERESTS. Subject to Article VII
hereof, the Trustees, in their discretion, may, from time to time, without a
vote of the Holders, permit a Holder to redeem its Interest in a Series, or
decrease such Interest, for either cash or property, at such time or times
(including, without limitation, each business day), and on such terms as the
Trustees may deem best.
3.6. BORROW MONEY. The Trustees shall have power to borrow money or
otherwise obtain credit and to secure the same by mortgaging, pledging or
otherwise subjecting as security the Trust Property, including the lending of
portfolio securities, and to endorse, guarantee, or undertake the performance of
any obligation, contract or engagement of any other Person.
3.7. DELEGATION; COMMITTEES. The Trustees shall have power,
consistent with their continuing exclusive and absolute control over the Trust
Property and over the business of the Trust or any Series, to delegate from time
to time to such of their number or to officers, employees, agents or independent
contractors of the Trust or any Series the doing of such things and the
execution of such instruments in either the name of the Trust or any Series or
the names of the Trustees or otherwise as the Trustees may deem expedient.
3.8. COLLECTION AND PAYMENT. The Trustees shall have power to collect
all property due to the Trust or any Series; and to pay all claims, including
taxes, against the Trust Property; to prosecute, defend, compromise or abandon
any claims relating to the
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Trust or any Series or the Trust Property; to foreclose any security interest
securing any obligation, by virtue of which any property is owed to the Trust or
any Series; and to enter into releases, agreements and other instruments.
3.9. EXPENSES. The Trustees shall have power to incur and pay any
expenses from the Trust Property or the assets belonging to a particular Series
which in the opinion of the Trustees are necessary or incidental to carry out
any of the purposes of this Declaration, and to pay reasonable compensation from
the Trust Property or the assets belonging to a particular Series to themselves
as Trustees. Permitted expenses of the Trust or a particular Series include,
but are not limited to, interest charges, taxes, brokerage fees and commissions;
expenses of sales, increases, decreases or redemptions of Interests; certain
insurance premiums; applicable fees, interest charges and expenses of third
parties, including the Trust's investment advisers, managers, administrators,
placement agents, custodians, transfer agents and fund accountants; fees of
pricing, interest, dividend, credit and other reporting services; costs of
membership in trade associations; telecommunications expenses; costs of forming
the Trust and its Series and maintaining its existence; costs of preparing and
printing the registration statements and Holder reports of the Trust and each
Series and delivering them to Holders; expenses of meetings of Holders; costs of
maintaining books and accounts; costs of reproduction, stationery and supplies;
fees and expenses of the Trustees; compensation of the Trust's officers and
employees and costs of other personnel performing services for the Trust or any
Series; costs of Trustee meetings; Commission registration fees and related
expenses; state or foreign securities laws, registration fees and related
expenses; and for such non-recurring items as may arise, including litigation to
which the Trust or a Series (or a Trustee or officer of the Trust acting as
such) is a party, and for all losses and liabilities by them incurred in
administering the Trust. The Trustees shall have a lien on the assets
belonging to the appropriate Series, or in the case of an expense allocable to
more than one Series, on the assets of each such Series, prior to any rights or
interests of the Holders thereto, for the reimbursement to them of such
expenses, disbursements, losses and liabilities. The Trustees shall fix the
compensation of all officers, employees and Trustees. The Trustees may pay
themselves such compensation for special services, including legal and brokerage
services, as they in good faith may deem reasonable, and reimbursement for
expenses reasonably incurred by themselves on behalf of the Trust or any Series.
3.10. MISCELLANEOUS POWERS. The Trustees shall have power to:
(a) employ or contract with such Persons as the Trustees may deem appropriate
for the transaction of the business of the Trust or any Series and terminate
such employees or contractual relationships as they consider appropriate; (b)
enter into joint ventures, partnerships and any other combinations or
associations;
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(c) purchase, and pay for out of Trust Property, insurance policies insuring the
Investment Adviser, Administrator, placement agent, Holders, Trustees, officers,
employees, agents or independent contractors of the Trust or any Series against
all claims arising by reason of holding any such position or by reason of any
action taken or omitted by any such Person in such capacity, whether or not the
Trust would have the power to indemnify such Person against such liability; (d)
establish pension, profit-sharing and other retirement, incentive and benefit
plans for the Trustees, officers, employees or agents of the Trust or any
Series; (e) prosecute, defend and settle lawsuits in the name of the Trust or
any Series and pay settlements and judgments out of the Trust Property; (f) to
the extent permitted by law, indemnify any Person with whom the Trust or any
Series has dealings, including the Investment Adviser, Administrator, placement
agent, Holders, Trustees, officers, employees, agents or independent contractors
of the Trust or any Series, to such extent as the Trustees shall determine; (g)
guarantee indebtedness or contractual obligations of others; (h) determine and
change the Fiscal Year of the Trust or any Series and the method by which its
accounts shall be kept; and (i) adopt a seal for the Trust or any Series, but
the absence of such a seal shall not impair the validity of any instrument
executed on behalf of the Trust or such Series.
3.11. FURTHER POWERS. The Trustees shall have power to conduct
the business of the Trust or any Series and carry on its operations in any and
all of its branches and maintain offices, whether within or without the State of
New York, in any and all states of the United States of America, in the District
of Columbia, and in any and all commonwealths, territories, dependencies,
colonies, possessions, agencies or instrumentalities of the United States of
America and of foreign governments, and to do all such other things and execute
all such instruments as they deem necessary, proper, appropriate or desirable in
order to promote the interests of the Trust or any Series although such things
are not herein specifically mentioned. Any determination as to what is in the
interests of the Trust or any Series which is made by the Trustees in good faith
shall be conclusive. In construing the provisions of this Declaration, the
presumption shall be in favor of a grant of power to the Trustees. The Trustees
shall not be required to obtain any court order in order to deal with Trust
Property.
ARTICLE IV
INVESTMENT ADVISORY, ADMINISTRATION
AND PLACEMENT AGENT ARRANGEMENTS; CUSTODIAN
4.1. INVESTMENT ADVISORY AND OTHER ARRANGEMENTS. The Trustees may in
their discretion, from time to time, enter into
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investment advisory and administration contracts or placement agent agreements
whereby the other party to such contract or agreement shall undertake to furnish
with respect to one or more particular Series such investment advisory,
administration, placement agent and/or other services as the Trustees shall,
from time to time, consider appropriate or desirable and all upon such terms and
conditions as the Trustees may in their sole discretion determine, provided that
any investment advisory contract shall be subject to a Majority Interests Vote.
Notwithstanding any provision of this Declaration, the Trustees may authorize
any Investment Adviser (subject to such general or specific instructions as the
Trustees may, from time to time, adopt) to employ one or more subadvisers and to
effect purchases, sales, loans or exchanges of Trust Property on behalf of any
Series or may authorize any officer, employee or Trustee to effect such
purchases, sales, loans or exchanges pursuant to recommendations of any such
Investment Adviser (all without any further action by the Trustees). Any such
purchase, sale, loan or exchange shall be deemed to have been authorized by the
Trustees.
4.2. PARTIES TO CONTRACT. Any contract of the character described in
Section 4.1 or Section 4.3 hereof or in the By-Laws of the Trust may be entered
into with any corporation, firm, trust or association, although one or more of
the Trustees or officers of the Trust may be an officer, director, trustee,
shareholder or member of such other party to the contract, and no such contract
shall be invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any individual holding such relationship be liable
merely by reason of such relationship for any loss or expense to the Trust or
any Series under or by reason of any such contract or accountable for any profit
realized directly or indirectly therefrom, provided that the contract when
entered into was reasonable and fair and not inconsistent with the provisions of
this Article IV or the By-Laws. The same Person may be the other party to one
or more contracts entered into pursuant to Section 4.1 or Section 4.3 hereof or
the By-Laws, and any individual may be financially interested or otherwise
affiliated with Persons who are parties to any or all of the contracts mentioned
in this Section 4.2 or in the By-Laws.
4.3. CUSTODIAN. The Trustees shall at all times place and maintain
the securities and similar investments of the Trust and of each Series in
custody meeting the requirements of Section 17(f) of the 1940 Act and the rules
thereunder. The Trustees, on behalf of the Trust or any Series, may enter into
an agreement with a custodian on terms and conditions acceptable to the
Trustees, providing for the custodian, among other things, (a) to hold the
securities owned by the Trust or any Series and deliver the same upon written
order or oral order confirmed in writing, (b) to receive and receipt for any
moneys due to the Trust or any Series and deposit the same in its own banking
department or elsewhere,
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(c) to disburse such funds upon orders or vouchers, and (d) to employ one or
more subcustodians.
4.4. 1940 ACT GOVERNANCE. Any contract referred to in Section 4.1
hereof shall be consistent with and subject to the applicable requirements of
Section 15 of the 1940 Act and the rules and orders thereunder with respect to
its continuance in effect, its termination, and the method of authorization and
approval of such contract or renewal. No amendment to a contract referred to in
Section 4.1 hereof shall be effective unless assented to in a manner consistent
with the requirements of Section 15 of the 1940 Act, and the rules and orders
thereunder.
ARTICLE V
LIABILITY OF HOLDERS; LIMITATIONS OF
LIABILITY OF TRUSTEES, OFFICERS, ETC.
5.1. LIABILITY OF HOLDERS; INDEMNIFICATION. Each Holder of an
Interest in a Series shall be jointly and severally liable with every other
Holder of an Interest in that Series (with rights of contribution INTER SE in
proportion to their respective Interests in the Series) for the liabilities and
obligations of that Series (and of no other Series) in the event that the Trust
fails to satisfy such liabilities and obligations from the assets of that
Series; PROVIDED, however, that, to the extent assets of that Series are
available in the Trust, the Trust shall indemnify and hold each Holder harmless
from and against any claim or liability to which such Holder may become subject
by reason of being or having been a Holder of an Interest in that Series to the
extent that such claim or liability imposes on the Holder an obligation or
liability which, when compared to the obligations and liabilities imposed on
other Holders of Interests in that Series, is greater than such Holder's
Interest (proportionate share), and shall reimburse such Holder for all legal
and other expenses reasonably incurred by such Holder in connection with any
such claim or liability. The rights accruing to a Holder under this Section
5.1 shall not exclude any other right to which such Holder may be lawfully
entitled, nor shall anything contained herein restrict the right of the Trust to
indemnify or reimburse a Holder in any appropriate situation even though not
specifically provided herein. Notwithstanding the indemnification procedure
described above, it is intended that each Holder of an Interest in a Series
shall remain jointly and severally liable to the creditors of that Series as a
legal matter. The liabilities of a particular Series and the right to
indemnification granted hereunder to Holders of Interests in such Series shall
not be enforceable against any other Series or Holders of Interests in any other
Series.
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5.2. LIMITATIONS OF LIABILITY OF TRUSTEES, OFFICERS, EMPLOYEES,
AGENTS, INDEPENDENT CONTRACTORS TO THIRD PARTIES. No Trustee, officer,
employee, agent or independent contractor (except in the case of an agent or
independent contractor to the extent expressly provided by written contract) of
the Trust or any Series shall be subject to any personal liability whatsoever to
any Person, other than the Trust or the Holders, in connection with Trust
Property or the affairs of the Trust; and all such Persons shall look solely to
the Trust Property for satisfaction of claims of any nature against a Trustee,
officer, employee, agent or independent contractor (except in the case of an
agent or independent contractor to the extent expressly provided by written
contract) of the Trust arising in connection with the affairs of the Trust.
5.3. LIMITATIONS OF LIABILITY OF TRUSTEES, OFFICERS, EMPLOYEES,
AGENTS, INDEPENDENT CONTRACTORS TO TRUST, HOLDERS, ETC. No Trustee, officer,
employee, agent or independent contractor (except in the case of an agent or
independent contractor to the extent expressly provided by written contract) of
the Trust shall be liable to the Trust or the Holders for any action or failure
to act (including, without limitation, the failure to compel in any way any
former or acting Trustee to redress any breach of trust) except for such
Person's own bad faith, willful misfeasance, gross negligence or reckless
disregard of such Person's duties.
5.4. MANDATORY INDEMNIFICATION. The Trust shall indemnify, to the
fullest extent permitted by law (including the 1940 Act), each Trustee, officer,
employee, agent or independent contractor (except in the case of an agent or
independent contractor to the extent expressly provided by written contract) of
the Trust (including any Person who serves at the Trust's request as a director,
officer or trustee of another organization in which the Trust has any interest
as a shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by such Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such Person may be involved or
with which such Person may be threatened, while in office or thereafter, by
reason of such Person being or having been such a Trustee, officer, employee,
agent or independent contractor, except with respect to any matter as to which
such Person shall have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of such Person's duties,
such liabilities and expenses being liabilities only of the Series out of which
such claim for indemnification arises; provided, however, that as to any matter
disposed of by a compromise payment by such Person, pursuant to a consent decree
or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful
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misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Person's office (i) by the court or other body
approving the settlement or other disposition; or (ii) based upon a review of
readily available facts (as opposed to a full trial-type inquiry), by written
opinion from independent legal counsel approved by the Trustees; or (iii) by a
majority of the Trustees who are neither Interested Persons of the Trust nor
parties to the matter, based upon a review of readily available facts (as
opposed to a full trial-type inquiry). The rights accruing to any Person under
these provisions shall not exclude any other right to which such Person may be
lawfully entitled; provided that no Person may satisfy any right of indemnity or
reimbursement granted in this Section 5.4 or in Section 5.2 hereof or to which
such Person may be otherwise entitled except out of the Trust Property. The
rights of indemnification provided herein may be insured against by policies
maintained by the Trust. The Trustees may make advance payments in connection
with indemnification under this Section 5.4, provided that the indemnified
Person shall have given a written undertaking to reimburse the Trust in the
event it is subsequently determined that such Person is not entitled to such
indemnification, and provided further that either (i) such Person shall have
provided appropriate security for such undertaking, or (ii) the Trust is insured
against losses arising out of any such advance payments, or (iii) either a
majority of the Trustees who are neither Interested Persons of the Trust nor
parties to the matter, or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe that
such Person will not be disqualified from indemnification under this Section
5.4.
5.5. NO BOND REQUIRED OF TRUSTEES. No Trustee shall, as such, be
obligated to give any bond or surety or other security for the performance of
any of such Trustee's duties hereunder.
5.6. NO DUTY OF INVESTIGATION; NOTICE IN TRUST INSTRUMENTS, ETC. No
purchaser, lender or other Person dealing with any Trustee, officer, employee,
agent or independent contractor of the Trust or any Series shall be bound to
make any inquiry concerning the validity of any transaction purporting to be
made by such Trustee, officer, employee, agent or independent contractor or be
liable for the application of money or property paid, loaned or delivered to or
on the order of such Trustee, officer, employee, agent or independent
contractor. Every obligation, contract, instrument, certificate or
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other interest or undertaking of the Trust or any Series, and every other act or
thing whatsoever executed in connection with the Trust or any Series shall be
conclusively taken to have been executed or done by the executors thereof only
in their capacity as Trustees, officers, employees, agents or independent
contractors of the Trust or any Series. Every written obligation, contract,
instrument, certificate or other interest or undertaking of the Trust or any
Series made or sold by any Trustee, officer, employee, agent or independent
contractor of the Trust or any Series, in such capacity, shall contain an
appropriate recital to the effect that the Trustee, officer, employee, agent or
independent contractor of the Trust or any Series shall not personally be bound
by or liable thereunder, nor shall resort be had to their private property for
the satisfaction of any obligation or claim thereunder, and appropriate
references shall be made therein to the Declaration, and may contain any further
recital which they may deem appropriate, but the omission of such recital shall
not operate to impose personal liability on any Trustee, officer, employee,
agent or independent contractor of the Trust or any Series. Subject to the
provisions of the 1940 Act, the Trust may maintain insurance for the protection
of the Trust Property, the Holders, and the Trustees, officers, employees,
agents and independent contractors of the Trust and any Series in such amount as
the Trustees shall deem adequate to cover possible tort liability, and such
other insurance as the Trustees in their sole judgment shall deem advisable.
5.7. RELIANCE ON EXPERTS, ETC. Each Trustee, officer, employee, agent
or independent contractor of the Trust and any Series shall, in the performance
of such Person's duties, be fully and completely justified and protected with
regard to any act or any failure to act resulting from reliance in good faith
upon the books of account or other records of the Trust or any Series (whether
or not the Trust or any Series would have the power to indemnify such Persons
against such liability), upon an opinion of counsel, or upon reports made to the
Trust or any Series by any of its officers or employees or by any Investment
Adviser or Administrator, accountant, appraiser or other experts or consultants
selected with reasonable care by the Trustees, officers or employees of the
Trust or any Series, regardless of whether such counsel or expert may also be a
Trustee.
5.8. NO REPEAL OR MODIFICATION. Any repeal or modification of this
Article V by the Holders, or adoption or modification of any other provision of
this Declaration or the By-Laws inconsistent with this Article V, shall be
prospective only, to the extent that such repeal or modification would, if
applied retrospectively, adversely affect any limitation on the liability of any
Person or indemnification available to any indemnified Person with respect to
any act or omission which occurred prior to such repeal, modification or
adoption.
ARTICLE VI
INTERESTS
6.1. INTERESTS. The beneficial interest in the Trust Property shall
consist of non-transferable Interests. Interests
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may be sold only to Institutional Investors, as may be approved by the Trustees,
for cash or other consideration acceptable to the Trustees, subject to the
requirements of the 1940 Act. The Interests shall be personal property giving
only the rights in this Declaration specifically set forth. The value of an
Interest shall be equal to the Book Capital Account balance of the Holder of the
Interest.
The Trustees shall have authority, from time to time, to establish
Series, each of which shall be a separate subtrust and the Interests in which
shall be separate and distinct from the Interests in any other Series. The
Series shall include, without limitation, the Series specifically established
and designated pursuant to Section 6.2 hereof, and such other Series as the
Trustees may deem necessary or desirable. The Trustees shall have exclusive
power without the requirement of Holder approval to establish and designate such
separate and distinct Series, and, subject to the provisions of this Declaration
and the 1940 Act, to fix and determine the rights of Holders of Interests in
such Series, including with respect to the price, terms and manner of purchase
and redemption, dividends and other distributions, rights on liquidation,
sinking or purchase fund provisions, conversion rights and conditions under
which the Holders of the several Series shall have separate voting rights or no
voting rights.
6.2. ESTABLISHMENT AND DESIGNATION OF SERIES. The establishment and
designation of any Series shall be effective upon the execution by the Secretary
or an Assistant Secretary of the Trust, pursuant to authorization by a majority
of the Trustees, of an instrument setting forth such establishment and
designation and the relative rights and preferences of the Interests in such
Series, or as otherwise provided in such instrument. At any time that there are
no Interests outstanding of any particular Series previously established and
designated, the Trustees may by resolution adopted by a majority of their
number, and evidenced by an instrument executed by the Secretary or an Assistant
Secretary of the Trust, abolish that Series and the establishment and
designation thereof. Each instrument referred to in this paragraph shall have
the status of an amendment to this Declaration of Trust.
Without limiting the authority of the Trustees set forth above to
establish and designate further Series, the Trustees hereby establish and
designate the subtrusts or Series set forth on Schedule A hereto. The Interests
in these Series and any Interests in any further Series that may from time to
time be established and designated by the Trustees shall (unless the Trustees
otherwise determine with respect to some further Series at the time of
establishing and designating the same) have the following relative rights and
preferences:
(a) ASSETS BELONGING TO SERIES. All consideration received by
the Trust for the issue or sale of Interests in a
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particular Series, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall be held by the Trustees in a separate
trust for the benefit of the Holders of Interests in that Series and shall
irrevocably belong to that Series for all purposes, and shall be so recorded
upon the books of account of the Trust. Such consideration, assets, income,
earnings, profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds, in whatever form the same may be, are
herein referred to as "assets belonging to" that Series. No Series shall have
any right to or interest in the assets belonging to any other Series, and no
Holder shall have any right or interest with respect to the assets belonging to
any Series in which it does not hold an Interest.
(b) LIABILITIES BELONGING TO SERIES. The assets belonging to
each particular Series shall be charged with the liabilities in respect of that
Series and all expenses, costs, charges and reserves attributable to that
Series. The liabilities, expenses, costs, charges and reserves so charged to a
Series are herein referred to as "liabilities belonging to" that Series. No
Series shall be liable for or charged with the liabilities belonging to any
other Series, and no Holder shall be subject to any liabilities belonging to any
Series in which it does not hold an Interest.
(c) VOTING. On each matter submitted to a vote of the Holders,
each Holder of an Interest in each Series shall be entitled to a vote
proportionate to its Interest in such Series as recorded on the books of the
Trust and all Holders of Interests in each Series shall vote as a separate class
except as to voting for Trustees and as otherwise required by the 1940 Act. As
to any matter which does not affect the interest of a particular Series, only
the Holders of Interests in the one or more affected Series shall be entitled to
vote.
6.3. NON-TRANSFERABILITY. A Holder may not transfer its Interest.
6.4. REGISTER OF INTERESTS. A register shall be kept at the Trust
under the direction of the Trustees which shall contain the name, address and
Book Capital Account balance of each Holder in each Series. Such register shall
be conclusive as to the identity of the Holders. No Holder shall be entitled to
receive payment of any distribution, nor to have notice given to it as herein
provided, until it has given its address to such officer or agent of the Trust
as is keeping such register for entry thereon.
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ARTICLE VII
INCREASES, DECREASES AND REDEMPTIONS OF INTERESTS
Subject to applicable law, to the provisions of this Declaration and
to such restrictions as may from time to time be adopted by the Trustees, each
Holder may vary its Interest in any Series at any time by increasing (through a
capital contribution) or decreasing (through a capital withdrawal) or by a
Redemption of its Interest. An increase in the Interest of a Holder in a Series
shall be reflected as an increase in the Book Capital Account balance of that
Holder in that Series and a decrease in the Interest of a Holder in a Series or
the Redemption of the Interest of that Holder shall be reflected as a decrease
in the Book Capital Account balance of that Holder in that Series. The Trust
shall, upon appropriate and adequate notice from any Holder, increase, decrease
or redeem such Holder's Interest for an amount determined by the application of
a formula adopted for such purpose by resolution of the Trustees; PROVIDED that
(a) the amount received by the Holder upon any such decrease or Redemption shall
not exceed the decrease in the Holder's Book Capital Account balance effected by
such decrease or Redemption of its Interest, and (b) if so authorized by the
Trustees, the Trust may, at any time and from time to time, charge fees for
effecting any such decrease or Redemption, at such rates as the Trustees may
establish, and may, at any time and from time to time, suspend such right of
decrease or Redemption. The procedures for effecting decreases or Redemptions
shall be as determined by the Trustees from time to time.
ARTICLE VIII
DETERMINATION OF BOOK CAPITAL ACCOUNT
BALANCES AND DISTRIBUTIONS
8.1. BOOK CAPITAL ACCOUNT BALANCES. The Book Capital Account balance
of Holders with respect to a particular Series shall be determined on such days
and at such time or times as the Trustees may determine. The Trustees shall
adopt resolutions setting forth the method of determining the Book Capital
Account balance of each Holder. The power and duty to make calculations
pursuant to such resolutions may be delegated by the Trustees to the Investment
Adviser or Administrator, custodian, or such other Person as the Trustees may
determine. Upon the Redemption of an Interest, the Holder of that Interest
shall be entitled to receive the balance of its Book Capital Account. A Holder
may not transfer its Book Capital Account balance.
8.2. ALLOCATIONS AND DISTRIBUTIONS TO HOLDERS. The Trustees shall, in
compliance with the Code, the 1940 Act and generally accepted accounting
principles, establish the procedures
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by which the Trust shall make with respect to each Series (i) the allocation of
unrealized gains and losses, taxable income and tax loss, and profit and loss,
or any item or items thereof, to each Holder, (ii) the payment of distributions,
if any, to Holders, and (iii) upon liquidation, the final distribution of items
of taxable income and expense. Such procedures shall be set forth in writing
and be furnished to the Trust's accountants. The Trustees may amend the
procedures adopted pursuant to this Section 8.2 from time to time. The Trustees
may retain from the net profits of each Series such amount as they may deem
necessary to pay the liabilities and expenses of that Series.
8.3. POWER TO MODIFY FOREGOING PROCEDURES. Notwithstanding any of the
foregoing provisions of this Article VIII, the Trustees may prescribe, in their
absolute discretion, such other bases and times for determining the net income
and net assets of the Trust and of each Series, the allocation of income of the
Trust and of each Series, the Book Capital Account balance of each Holder, or
the payment of distributions to the Holders as they may deem necessary or
desirable to enable the Trust or a Series to comply with any provision of the
1940 Act or any order of exemption issued by the Commission or with the Code.
ARTICLE IX
HOLDERS
9.1. RIGHTS OF HOLDERS. The ownership of the Trust Property and the
right to conduct any business described herein are vested exclusively in the
Trustees, and the Holders shall have no right or title therein other than the
beneficial interest conferred by their Interests and they shall have no power or
right to call for any partition or division of any Trust Property. In addition,
the Holders shall have power to vote only with respect to (a) the election of
Trustees as provided in Article II, Section 2.4; (b) the removal of Trustees as
provided in Article II, Section 2.3; (c) any investment advisory contract as
provided in Article IV, Section 4.1; (d) dissolution of a Series, to the extent
provided in Article X, Section 10.2; (e) the amendment of this Declaration to
the extent and as provided in Article X, Section 10.4; (f) any merger,
consolidation or sale of assets as provided in Article X, Section 10.5; and (9)
such additional matters relating to the Trust as may be required or authorized
by law, by this Declaration or the By-Laws or any registration statement of the
Trust filed with the Commission, or as the Trustees may consider desirable.
9.2. MEETINGS OF HOLDERS. Meetings of Holders may be called at any
time by a majority of the Trustees and shall be called by any Trustee upon
written request of Holders holding, in the aggregate, not less than 10% of the
Interests in a Series (if the meeting relates solely to that Series), or not
less than 10% of
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the Interests in the Trust (if the meeting relates to the Trust and not solely
to a particular Series), such request specifying the purpose or purposes for
which such meeting is to be called. Any such meeting shall be held within or
without the State of New York and within or without the United States of America
on such day and at such time as the Trustees shall designate. Holders of at
least one-third of the Interests in the Series (if the meeting relates solely to
that Series) or Holders of at least one-third of the Interests in the Trust (if
the meeting relates to the Trust and not solely to a particular Series), present
in person or by proxy, shall constitute a quorum for the transaction of any
business, except as may otherwise be required by the 1940 Act, other applicable
law, this Declaration or the By-Laws. If a quorum is present at a meeting, an
affirmative vote of the Holders present, in person or by proxy, holding more
than 50% of the total Interests of the Holders present, either in person or by
proxy, at such meeting constitutes the action of the Holders, unless a greater
number of affirmative votes is required by the 1940 Act, other applicable law,
this Declaration or the By-Laws, and except that a plurality of the total
Interests of the Holders present shall elect a Trustee. All or any one or more
Holders may participate in a meeting of Holders by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and participation in a meeting
by means of such communications equipment shall constitute presence in person at
such meeting.
9.3. NOTICE OF MEETINGS. Notice of each meeting of Holders, stating
the time, place and purposes of the meeting, shall be given by the Trustees by
mail to each Holder of the Series or the Trust, as the case may be, at its
registered address, mailed at least 10 days and not more than 60 days before the
meeting. Notice of any meeting may be waived in writing by any Holder either
before or after such meeting. The attendance of a Holder at a meeting shall
constitute a waiver of notice of such meeting except in the situation in which a
Holder attends a meeting for the express purpose of objecting to the transaction
of any business on the ground that the meeting was not lawfully called or
convened. At any meeting, any business properly before the meeting may be
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.
9.4. RECORD DATE FOR MEETINGS, DISTRIBUTIONS, ETC. For the purpose of
determining the Holders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Holders or the payment of any distribution
or the taking of any other action, as the case may be, as a record date for the
determination of the Persons to be treated as Holders of the Series or the
Trust, as the case may be, for such purpose.
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9.5. PROXIES, ETC. At any meeting of Holders, any Holder entitled to
vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Trust as the Secretary may direct, for
verification prior to the time at which such vote is to be taken. A proxy may
be revoked by a Holder at any time before it has been exercised by placing on
file with the Secretary, or with such other officer or agent of the Trust as the
Secretary may direct, a later dated proxy or written revocation. Pursuant to a
resolution of a majority of the Trustees, proxies may be solicited in the name
of the Trust or of one or more Trustees or of one or more officers of the Trust.
Only Holders on the record date shall be entitled to vote. Each such Holder
shall be entitled to a vote proportionate to its Interest in the Series or the
Trust, as the case may be. When an Interest is held jointly by several Persons,
any one of them may vote at any meeting in person or by proxy in respect of such
Interest, but if more than one of them is present at such meeting in person or
by proxy, and such joint owners or their proxies so present disagree as to any
vote to be cast, such vote shall not be received in respect of such Interest. A
proxy purporting to be executed by or on behalf of a Holder shall be deemed
valid unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger.
9.6. REPORTS. The Trustees shall cause to be prepared and furnished
to each Holder, at least annually as of the end of each Fiscal year, a report of
operations containing a balance sheet and a statement of income of each Series
prepared in conformity with generally accepted accounting principles and an
opinion of an independent public accountant on such financial statements. The
Trustees shall, in addition, with respect to each Series furnish to each Holder
at least semi-annually interim reports of operations containing an unaudited
balance sheet as of the end of such period and an unaudited statement of income
for the period from the beginning of the then-current Fiscal year to the end of
such period.
9.7. INSPECTION OF RECORDS. The records of the Trust shall be open to
inspection by Holders during normal business hours for any purpose not harmful
to the Trust.
9.8. HOLDER ACTION BY WRITTEN CONSENT. Any action which may be taken
on behalf of the Trust or any Series by Holders may be taken without a meeting
if Holders holding more than 50% of all Interests entitled to vote (or such
larger proportion thereof as shall be required by any express provision of this
Declaration or of applicable law) consent to the action in writing and the
written consents are filed with the records of the meetings of Holders. Such
consents shall be treated for all purposes as a vote taken at a meeting of
Holders. Each such written consent shall be executed by or on behalf of the
Holder delivering such consent and shall
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bear the date of such execution. No such written consent shall be effective to
take the action referred to therein unless, within one year of the earliest
dated consent, written consents executed by a sufficient number of Holders to
take such action are filed with the records of the meetings of Holders.
9.9. NOTICES. Any and all communications, including any and all
notices to which any Holder may be entitled, shall be deemed duly served or
given if mailed, postage prepaid, addressed to a Holder at its last known
address as recorded on the register of the Trust or if delivered to a Holder by
courier or by facsimile or other similar electronic mechanism.
ARTICLE X
DURATION; TERMINATION; DISSOLUTION;
AMENDMENT; MERGERS; ETC.
10.1. DURATION. Subject to possible dissolution or termination in
accordance with the provisions of Section 10.2 and Section 10.3 hereof,
respectively, the Trust created hereby shall continue until the expiration of 20
years after the death of the last survivor of the initial Trustees named herein
and the following named persons:
DATE OF
NAME ADDRESS BIRTH
- ---- ------- -------
Nelson Stewart Ruble 65 Duck Pond Road 04/10/91
Glen Cove, NY 11542
Shelby Sara Wyetzner 8 Oak Brook Lane 10/18/90
Amanda Jehan Sher Coolidge 483 Pleasant Street, 08/16/89
No. 9, Belmont, MA
02178
David Cornelius Johnson 752 West End Avenue, 04/10/91
Apt. 10J, New York,
NY 10025
Conner Leahy McCabe 100 Parkway Road, 02/22/89
Apt. 3C, Bronxville,
NY 10708
Andrea Hellegers 530 East 84th 12/22/88
Street, Apt. 5H, New
York, NY 10028
Emilie Blair Ruble 65 Duck Pond Road 02/24/89
Glen Cove, NY 11542
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<PAGE>
DATE OF
NAME ADDRESS BIRTH
- ---- ------- -------
Brian Patrick Lyons 152-48 Jewel Avenue 01/20/89
Flushing, NY 11367
Caroline Bolger Cima 11 Beechwood Lane 12/23/88
Scarsdale, NY 10583
or until such later date as may be permitted by the applicable law of the State
of New York.
10.2. DISSOLUTION. Any Series shall be dissolved (a) by the
affirmative vote of the Holders of not less than two-thirds of the Interests in
the Series at any meeting of the Holders or by an instrument in writing, without
a meeting, signed by a majority of the Trustees and consented to by the Holders
of not less than two-thirds of such Interests, or (b) by the Trustees by written
notice of dissolution to the Holders of the Interests in the Series, or (c) 120
days after a Holder of an Interest in the Series either (i) makes an assignment
for the benefit of creditors, or (ii) files a voluntary petition in bankruptcy,
or (iii) is adjudged a bankrupt or insolvent, or has entered against it an order
for relief in any bankruptcy or insolvency proceeding, or (iv) files a petition
or answer seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any bankruptcy
statute or regulation, or (v) files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against it in
any proceeding referred to in clauses (iii) or (iv), or (vi) seeks, consents to
or acquiesces in the appointment of a trustee, receiver or liquidator of such
Holder or of all or any substantial part of its properties, or (vii) redeems its
Interest (that is, completely withdraws), whichever shall first occur. However,
within such 120 days Holders (excluding the Holder with respect to which such
event of dissolution has occurred) owning a majority of the Interests in such
Series may vote to continue its business, even if such a dissolution has
occurred.
10.3. TERMINATION.
(a) Upon an event of dissolution of the Trust or a Series,
the Trust or Series shall be terminated in accordance with the following
provisions:
(i) the Trust or Series, as applicable, shall carry on
no business except for the purpose of winding up its affairs;
(ii) the Trustees shall proceed to wind up the
affairs of the Trust or Series, as applicable, and all of the
powers of the Trustees under this Declaration shall
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continue until the affairs of the Trust or Series have been wound
up, including the power to fulfill or discharge the contracts of
the Trust or Series, collect the assets of the Trust of Series,
sell, convey, assign, exchange or otherwise dispose of all or any
part of the Trust Property affected to one or more Persons at
public or private sale for consideration which may consist in
whole or in part of cash, securities or other property of any
kind, discharge or pay the liabilities of the Trust or Series,
and do all other acts appropriate to liquidate the business of
the Trust or Series; PROVIDED that any sale, conveyance,
assignment, exchange or other disposition of all or substantially
all the Trust Property or substantially all of the assets
belonging to a particular Series, other than for cash, shall
require approval of the principal terms of the transaction and
the nature and amount of the consideration by the vote of Holders
holding more than 50% of the total Interests in the Trust or
Series, as applicable; and
(iii) after paying or adequately providing for the payment of all
liabilities of the Trust or of the Series being terminated, and
upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the
Trustees shall distribute the remaining Trust Property of the
Trust or Series, as applicable, in cash or in kind or partly
each, among the Holders according to their respective rights as
set forth in the procedures established pursuant to Section 8.2
hereof.
(b) Upon termination of the Trust or Series and distribution to
the Holders as herein provided, a majority of the Trustees shall execute and
file with the records of the Trust an instrument in writing setting forth the
fact of such termination and distribution. Upon termination of the Trust, the
Trustees shall thereupon be discharged from all further liabilities and duties
hereunder, and the rights and interests of all Holders shall thereupon cease.
10.4. AMENDMENT PROCEDURE.
(a) The Trustees may, without any vote of Holders, amend or
otherwise supplement this Declaration by an instrument in writing executed by a
majority of the Trustees, provided that Holders shall have the right to vote on
any amendment (a) which would affect the voting rights of Holders granted in
Article IX, Section 9.1, (b) to this Section 10.4, (c) required to be approved
by Holders by law or by the Trust's registration statement filed with the
Commission, or (d) submitted to them by the Trustees. Any amendment submitted
to Holders which the Trustees determine would affect the Holders of any Series
shall be authorized by vote of the
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Holders of such Series and no vote shall be required of Holders of a Series not
affected. Notwithstanding anything else herein, any amendment to Article V
which would have the effect of reducing the indemnification and other rights
provided thereby and any repeal or amendment of this sentence shall each require
the affirmative vote of the Holders of two-thirds of the Interests entitled to
vote thereon.
(b) No amendment may be made under Section 10.4(a) hereof
which would change any rights with respect to any Interest by reducing the
amount payable thereon upon liquidation of the Trust or any Series or by
diminishing or eliminating any voting rights pertaining thereto, except with the
vote or consent of Holders of two-thirds of all Interests which would be so
affected by such amendment.
(c) A certification in recordable form executed by a
majority of the Trustees setting forth an amendment and reciting that it was
duly adopted by the Holders or by the Trustees as aforesaid or a copy of the
Declaration, as amended, in recordable form, and executed by a majority of the
Trustees, shall be conclusive evidence of such amendment when filed with the
records of the Trust.
Notwithstanding any other provision hereof, until such time as
Interests are first sold, this Declaration may be terminated or amended in any
respect by the affirmative vote of a majority of the Trustees at any meeting of
Trustees or by an instrument executed by a majority of the Trustees.
10.5. MERGER, CONSOLIDATION AND SALE OF ASSETS. The Trust or
any Series may merge or consolidate with any other corporation, association,
trust or other organization or may sell, lease or exchange all or substantially
all of the Trust Property, or assets belonging to such Series, as applicable,
including good will, upon such terms and conditions and for such consideration
when and as authorized at any meeting of Holders called for such purpose by
Majority Interests Vote of Interests in the Series affected by such action, or
by an instrument in writing without a meeting, consented to by Holders of not
less than a majority of the Interests in the Series affected by such action, and
any such merger, consolidation, sale, lease or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to the law of the State of
New York.
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<PAGE>
ARTICLE XI
MISCELLANEOUS
11.1. CERTIFICATE OF DESIGNATION; AGENT FOR SERVICE OF
PROCESS. If required by New York law, the Trust shall file, with the Department
of State of the State of New York, a certificate, in the name of the Trust and
executed by an officer of the Trust, designating the Secretary of State of the
State of New York as an agent upon whom process in any action or proceeding
against the Trust or any Series may be served.
11.2. GOVERNING LAW. This Declaration is executed by the
Trustees and delivered in the State of New York and with reference to the law
thereof, and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed in accordance with the
law of the State of New York and reference shall be specifically made to the
trust law of the State of New York as to the construction of matters not
specifically covered herein or as to which an ambiguity exists.
11.3. COUNTERPARTS. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any one such original
counterpart.
11.4. RELIANCE BY THIRD PARTIES. Any certificate executed
by an individual who, according to the records of the Trust or of any recording
office in which this Declaration may be recorded, appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or Holders, (b)
the due authorization of the execution of any instrument or writing, (c) the
form of any vote passed at a meeting of Trustees or Holders, (d) the fact that
the number of Trustees or Holders present at any meeting or executing any
written instrument satisfies the requirements of this Declaration, (e) the form
of any By-Laws adopted by or the identity of any officer elected by the
Trustees, or (f) the existence of any fact or facts which in any manner relate
to the affairs of the Trust, shall be conclusive evidence as to the matters so
certified in favor of any Person dealing with the Trustees.
11.5. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.
(a) The provisions of this Declaration are severable, and
if the Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, or with other applicable law and
regulations, the conflicting provision shall be deemed never to have constituted
a part of this Declaration; PROVIDED, however, that such determination shall not
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<PAGE>
affect any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or any
other provision of this Declaration in any jurisdiction.
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<PAGE>
SCHEDULE A
INITIAL SERIES
AMT Balanced Investments
AMT Government Income Investments
AMT Growth Investments
AMT Limited Maturity Bond Investments
AMT Liquid Asset Investments
AMT Partners Investments
AMT International Investments
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I The Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.1. Number and Qualification . . . . . . . . . . . . . . . . . . . 4
2.2. Term and Election. . . . . . . . . . . . . . . . . . . . . . . 4
2.3. Resignation, Removal and Retirement. . . . . . . . . . . . . . 5
2.4. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.5. Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.6. Officers; Chairman of the Board. . . . . . . . . . . . . . . . 7
2.7. By-Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE III Powers of Trustees . . . . . . . . . . . . . . . . . . . . . . 7
3.1. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2. Investments. . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.3. Legal Title. . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.4. Sale and Increases of Interests. . . . . . . . . . . . . . . . 9
3.5. Decreases and Redemptions of Interests . . . . . . . . . . . . 9
3.6. Borrow Money . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.7. Delegation; Committees . . . . . . . . . . . . . . . . . . . . 9
3.8. Collection and Payment . . . . . . . . . . . . . . . . . . . . 9
3.9. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.10. Miscellaneous Powers . . . . . . . . . . . . . . . . . . . . . 10
3.11. Further Powers . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE IV Investment Advisory, Administration and
Placement Agent Arrangements; Custodian. . . . . . . . . . . . 11
4.1. Investment Advisory and Other Arrangements . . . . . . . . . . 11
4.2. Parties to Contract. . . . . . . . . . . . . . . . . . . . . . 12
4.3. Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.4. 1940 Act Governance. . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE V Liability of Holders; Limitations of Liability of Trustees,
Officers, etc. . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1. Liability of Holders; Indemnification. . . . . . . . . . . . . 13
5.2. Limitations of Liability of Trustees, Officers,
Employees, Agents, Independent Contractors to
Third Parties. . . . . . . . . . . . . . . . . . . . . . . . . 14
5.3. Limitations of Liability of Trustees, Officers,
Employees, Agents, Independent Contractors to
Trust, Holders, etc. . . . . . . . . . . . . . . . . . . . . . 14
5.4. Mandatory Indemnification. . . . . . . . . . . . . . . . . . . 14
5.5. No Bond Required of Trustees . . . . . . . . . . . . . . . . . 15
5.6. No Duty of Investigation; Notice in Trust Instruments, etc.. . 15
5.7. Reliance on Experts, etc.. . . . . . . . . . . . . . . . . . . 16
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5.8. No Repeal or Modification. . . . . . . . . . . . . . . . . . . 16
ARTICLE VI Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.1. Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.2. Establishment and Designation of Series. . . . . . . . . . . . 17
6.3. Non-Transferability. . . . . . . . . . . . . . . . . . . . . . 18
6.4. Register of Interests. . . . . . . . . . . . . . . . . . . . . 18
ARTICLE VII Increases, Decreases And Redemptions of Interests. . . . . . . 19
ARTICLE VIII Determination of Book Capital Account Balances
and Distributions. . . . . . . . . . . . . . . . . . . . . . . 19
8.1. Book Capital Account Balances. . . . . . . . . . . . . . . . . 19
8.2. Allocations and Distributions to Holders . . . . . . . . . . . 19
8.3. Power to Modify Foregoing Procedures . . . . . . . . . . . . . 20
ARTICLE IX Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.1. Rights of Holders. . . . . . . . . . . . . . . . . . . . . . . 20
9.2. Meetings of Holders. . . . . . . . . . . . . . . . . . . . . . 21
9.3. Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . 21
9.4. Record Date for Meetings, Distributions, etc.. . . . . . . . . 21
9.5. Proxies, etc.. . . . . . . . . . . . . . . . . . . . . . . . . 22
9.6. Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
9.7. Inspection of Records. . . . . . . . . . . . . . . . . . . . . 22
9.8. Holder Action by Written Consent . . . . . . . . . . . . . . . 22
9.9. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE X Duration; Termination; Dissolution; Amendment;
Mergers; Etc.. . . . . . . . . . . . . . . . . . . . . . . . . 23
10.1. Duration . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.2. Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . 24
10.3. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 24
10.4. Amendment Procedure. . . . . . . . . . . . . . . . . . . . . . 25
10.5. Merger, Consolidation and Sale of Assets . . . . . . . . . . . 26
ARTICLE XI Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . 27
11.1. Certificate of Designation; Agent for Service of Process . . . 27
11.2. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 27
11.3. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.4. Reliance by Third Parties. . . . . . . . . . . . . . . . . . . 27
11.5. Provisions in Conflict with Law or Regulations . . . . . . . . 27
- ii -
<PAGE>
ADVISERS MANAGERS TRUST
BY-LAWS
May __, 1994
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
PRINCIPAL OFFICE AND SEAL. . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Principal Office . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
MEETINGS OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Action by Trustees . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Compensation of Trustees . . . . . . . . . . . . . . . . . . 1
ARTICLE III
COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Establishment. . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Proceedings; Quorum; Action. . . . . . . . . . . . . . . . . 2
Section 3. Executive Committee. . . . . . . . . . . . . . . . . . . . . 2
Section 4. Nominating Committee . . . . . . . . . . . . . . . . . . . . 2
Section 5. Audit Committee. . . . . . . . . . . . . . . . . . . . . . . 2
Section 6. Compensation of Committee Members. . . . . . . . . . . . . . 2
ARTICLE IV
OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1. General. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2. Election, Tenure and Qualifications
of Officers . . . . . . . . . . . . . . . . . . . . . . . 2
Section 3. Vacancies and Newly Created Offices. . . . . . . . . . . . . 3
Section 4. Removal and Resignation. . . . . . . . . . . . . . . . . . . 3
Section 5. Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 6. President. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 7. Vice President(s). . . . . . . . . . . . . . . . . . . . . . 3
Section 8. Treasurer and Assistant Treasurer(s) . . . . . . . . . . . . 4
Section 9. Secretary and Assistant Secretaries. . . . . . . . . . . . . 4
Section 10. Compensation of Officers . . . . . . . . . . . . . . . . . . 4
Section 11. Surety Bond. . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V
MEETINGS OF HOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1. No Annual Meetings . . . . . . . . . . . . . . . . . . . . . 5
Section 2. Special Meetings . . . . . . . . . . . . . . . . . . . . . . 5
Section 3. Notice of Meetings; Waiver . . . . . . . . . . . . . . . . . 5
Section 4. Adjourned Meetings . . . . . . . . . . . . . . . . . . . . . 5
Section 5. Validity of Proxies. . . . . . . . . . . . . . . . . . . . . 6
Section 6. Record Date. . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 7. Action Without a Meeting . . . . . . . . . . . . . . . . . . 7
<PAGE>
ARTICLE VI
INTERESTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1. No Interest Certificates . . . . . . . . . . . . . . . . . . 7
Section 2. Transfer of Interests. . . . . . . . . . . . . . . . . . . . 7
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1. Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2. Accountant . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE VIII
AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1. General. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2. By Holders Only. . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IX
NET ASSET VALUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE X
CONFLICT OF INTEREST PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . 8
Section 1. Monitoring and Reporting Conflicts . . . . . . . . . . . . . 8
Section 2. Annual Report. . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3. Resolution of Conflicts. . . . . . . . . . . . . . . . . . . 9
<PAGE>
BY-LAWS
OF
ADVISERS MANAGERS TRUST
These By-laws of Advisers Managers Trust (the "Trust"), a New York common
law trust, are subject to the Declaration of Trust of the Trust dated May 24,
1994, as from time to time amended, supplemented or restated (the
"Declaration"). Capitalized terms used herein have the same meanings as in the
Declaration.
ARTICLE I
PRINCIPAL OFFICE AND SEAL
SECTION 1. PRINCIPAL OFFICE. The principal office of the Trust shall be
located in New York, New York, or such other location as the Trustees determine.
The Trust may establish and maintain other offices and places of business as the
Trustees determine.
SECTION 2. SEAL. The Trustees may adopt a seal for the Trust in such form and
with such inscription as the Trustees determine. Any Trustee or officer of the
Trust shall have authority to affix the seal to any document.
ARTICLE II
MEETINGS OF TRUSTEES
SECTION 1. ACTION BY TRUSTEES. Trustees may take actions at meetings held at
such places and times as the Trustees may determine, or without meetings, all as
provided in Article II, Section 2.5, of the Declaration.
SECTION 2. COMPENSATION OF TRUSTEES. Each Trustee who is neither an employee
of an investment adviser of the Trust or any Series nor an employee of an entity
affiliated with the investment adviser may receive such compensation from the
Trust for services and reimbursement for expenses as the Trustees may determine.
ARTICLE III
COMMITTEES
SECTION 1. ESTABLISHMENT. The Trustees may designate one or more committees of
the Trustees, which shall include an Executive Committee, a Nominating
Committee, and an Audit Committee (collectively, the "Established Committees").
The Trustees shall determine the number of members of each committee and its
powers and shall appoint its members and its chair. Each committee member shall
serve at the pleasure of the Trustees. The Trustees may abolish any committee,
other than the Established Committees, at any time. Each committee shall
maintain records of its meetings
<PAGE>
and report its actions to the Trustees. The Trustees may rescind any action of
any committee, but such rescission shall not have retroactive effect. The
Trustees may delegate to any committee any of its powers, subject to the
limitations of applicable law.
SECTION 2. PROCEEDINGS; QUORUM; ACTION. Each committee may adopt such rules
governing its proceedings, quorum and manner of acting as it shall deem proper
and desirable. In the absence of such rules, a majority of any committee shall
constitute a quorum, and a committee shall act by the vote of a majority of a
quorum.
SECTION 3. EXECUTIVE COMMITTEE. The Executive Committee shall have all the
powers of the Trustees when the Trustees are not in session. The Chairman shall
be a member and the chair of the Executive Committee. A majority of the members
of the Executive Committee shall be trustees who are not "interested persons" of
the Trust, as defined in the 1940 Act ("Disinterested Trustees").
SECTION 4. NOMINATING COMMITTEE. The Nominating Committee shall nominate
individuals to serve as Trustees (including Disinterested Trustees), as members
of committees, and as officers of the Trust. The members of the Committee shall
be Disinterested Trustees.
SECTION 5. AUDIT COMMITTEE. The Audit Committee shall review and evaluate the
audit function, including recommending the selection of independent certified
public accountants for each Series.
SECTION 6. COMPENSATION OF COMMITTEE MEMBERS. Each committee member who is a
Disinterested Trustee may receive such compensation from the Trust for services
and reimbursement for expenses as the Trustees may determine.
ARTICLE IV
OFFICERS
SECTION 1. GENERAL. The officers of the Trust shall be a Chairman, a
President, one or more Vice Presidents, a Treasurer, and a Secretary, and may
include one or more Assistant Treasurers or Assistant Secretaries and such other
officers ("Other Officers") as the Trustees may determine.
SECTION 2. ELECTION, TENURE AND QUALIFICATIONS OF OFFICERS. The Trustees shall
elect the officers of the Trust, except those appointed as provided in Section 9
of this Article. Each officer elected by the Trustees shall hold office until
his or her successor shall have been elected and qualified or until his or her
earlier death, inability to serve, or resignation. Any person may hold one or
more offices, except that the Chairman and the Secretary may not be the same
individual. A person who holds more than one office in the Trust may not act in
more than one capacity to execute, acknowledge, or verify an instrument required
by law to
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<PAGE>
be executed, acknowledged, or verified by more than one officer. No officer
other than the Chairman need be a Trustee or Holder.
SECTION 3. VACANCIES AND NEWLY CREATED OFFICES. Whenever a vacancy shall occur
in any office or if any new office is created, the Trustees may fill such
vacancy or new office.
SECTION 4. REMOVAL AND RESIGNATION. Officers serve at the pleasure of the
Trustees and may be removed at any time with or without cause. The Trustees may
delegate this power to the Chairman or President with respect to any Other
Officer. Such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any officer may resign from office at any time
by delivering a written resignation to the Trustees, Chairman, or the President.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.
SECTION 5. CHAIRMAN. The Chairman shall be the chief executive officer of the
Trust. Subject to the direction of the Trustees, the Chairman shall have
general charge, supervision and control over the Trust's business affairs and
shall be responsible for the management thereof and the execution of policies
established by the Trustees. The Chairman shall preside at any Holders'
meetings and at all meetings of the Trustees and shall in general exercise the
powers and perform the duties of the Chairman of the Trustees. Except as the
Trustees may otherwise order, the Chairman shall have the power to grant, issue,
execute or sign such powers of attorney, proxies, agreements or other documents.
The Chairman also shall have the power to employ attorneys, accountants and
other advisers and agents for the Trust. The Chairman shall exercise such other
powers and perform such other duties as the Trustees may assign to the Chairman.
SECTION 6. PRESIDENT. The President shall have such powers and perform such
duties as the Trustees or the Chairman may determine. At the request or in the
absence or disability of the Chairman, the President shall perform all the
duties of the Chairman and, when so acting, shall have all the powers of the
Chairman.
SECTION 7. VICE PRESIDENT(S). The Vice President(s) shall have such powers and
perform such duties as the Trustees or the Chairman may determine. At the
request or in the absence or disability of the President, the Vice President
(or, if there are two or more Vice Presidents, then the senior of the Vice
Presidents present and able to act) shall perform all the duties of the
President and, when so acting, shall have all the powers of the President. The
Trustees may designate a Vice President as the principal financial officer of
the Trust or to serve one or more other functions. If a Vice President is
designated as principal financial officer of the Trust, he or she shall have
general charge of the finances and books of the Trust and shall report to the
Trustees annually regarding the financial condition of each Series as soon as
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<PAGE>
possible after the close of such Series's fiscal year. The Trustees also may
designate one of the Vice Presidents as Executive Vice President.
SECTION 8. TREASURER AND ASSISTANT TREASURER(S). The Treasurer may be
designated as the principal financial officer or as the principal accounting
officer of the Trust. If designated as principal financial officer, the
Treasurer shall have general charge of the finances and books of the Trust, and
shall report to the Trustees annually regarding the financial condition of each
Series as soon as possible after the close of such Series' fiscal year. The
Treasurer shall be responsible for the delivery of all funds and securities of
the Trust to such company as the Trustees shall retain as Custodian. The
Treasurer shall furnish such reports concerning the financial condition of the
Trust as the Trustees may request. The Treasurer shall perform all acts
incidental to the office of Treasurer, subject to the Trustees' supervision, and
shall perform such additional duties as the Trustees may designate.
Any Assistant Treasurer may perform such duties of the Treasurer as the
Trustees or the Treasurer may assign, and, in the absence of the Treasurer, may
perform all the duties of the Treasurer.
SECTION 9. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record all
votes and proceedings of the meetings of Trustees and Holders in books to be
kept for that purpose. The Secretary shall be responsible for giving and
serving notices of the Trust. The Secretary shall have custody of any seal of
the Trust and shall be responsible for the records of the Trust, including the
Interest register and such other books and documents as may be required by the
Trustees or by law. The Secretary shall perform all acts incidental to the
office of Secretary, subject to the supervision of the Trustees, and shall
perform such additional duties as the Trustees may designate.
Any Assistant Secretary may perform such duties of the Secretary as the
Trustees or the Secretary may assign, and, in the absence of the Secretary, may
perform all the duties of the Secretary.
SECTION 10. COMPENSATION OF OFFICERS. Each officer may receive such
compensation from the Trust for services and reimbursement for expenses as the
Trustees may determine.
SECTION 11. SURETY BOND. The Trustees may require any officer or agent of the
Trust to execute a bond (including, without limitation, any bond required by the
1940 Act and the rules and regulations of the Securities and Exchange Commission
("Commission")) to the Trust in such sum and with such surety or sureties as the
Trustees may determine, conditioned upon the
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<PAGE>
faithful performance of his or her duties to the Trust, including responsibility
for negligence and for the accounting of any of the Trust's property, funds or
securities that may come into his or her hands.
ARTICLE V
MEETINGS OF HOLDERS
SECTION 1. NO ANNUAL MEETINGS. There shall be no annual Holders' meetings,
unless required by law.
SECTION 2. SPECIAL MEETINGS. The Secretary shall call a special meeting of
Holders of any Series or Class whenever ordered by the Trustees.
The Secretary also shall call a special meeting of Holders of any Series or
Class upon the written request of Holders owning at least ten percent of the
Interests of such Series or Class entitled to vote at such meeting; provided,
that (1) such request shall state the purposes of such meeting and the matters
proposed to be acted on, and (2) the Holders requesting such meeting shall have
paid to the Trust the reasonably estimated cost of preparing and mailing the
notice thereof, which the Secretary shall determine and specify to such Holders.
If the Secretary fails for more than thirty days to call a special meeting when
required to do so, the Trustees or the Holders requesting such a meeting may, in
the name of the Secretary, call the meeting by giving the required notice. The
Secretary shall not call a special meeting upon the request of Holders of any
Series or Class to consider any matter that is substantially the same as a
matter voted upon at any special meeting of Holders of such Series or Class held
during the preceding twelve months, unless requested by the holders of a
majority of the Interests of such Series or Class entitled to be voted at such
meeting.
A special meeting of Holders of any Series or Class shall be held at such
time and place as is determined by the Trustees and stated in the notice of that
meeting.
SECTION 3. NOTICE OF MEETINGS; WAIVER. The Secretary shall call a special
meeting of Holders by giving written notice of the place, date, time, and
purposes of that meeting at least fifteen days before the date of such meeting.
The Secretary may deliver or mail, postage prepaid, the written notice of any
meeting to each Holder entitled to vote at such meeting. If mailed, notice
shall be deemed to be given when deposited in the United States mail directed to
the Holder at his or her address as it appears on the records of the Trust.
SECTION 4. ADJOURNED MEETINGS. A Holders' meeting may be adjourned one or more
times for any reason, including the failure
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<PAGE>
of a quorum to attend the meeting. No notice of adjournment of a meeting to
another time or place need be given to Holders if such time and place are
announced at the meeting at which the adjournment is taken or reasonable notice
is given to persons present at the meeting, and if the adjourned meeting is held
within a reasonable time after the date set for the original meeting. Any
business that might have been transacted at the original meeting may be
transacted at any adjourned meeting. If after the adjournment a new record date
is fixed for the adjourned meeting, the Secretary shall give notice of the
adjourned meeting to Holders of record entitled to vote at such meeting. Any
irregularities in the notice of any meeting or the nonreceipt of any such notice
by any of the Holders shall not invalidate any action otherwise properly taken
at any such meeting.
SECTION 5. VALIDITY OF PROXIES. Subject to the provisions of the Declaration,
Holders entitled to vote may vote either in person or by proxy; provided, that
either (1) the Holder or his or her duly authorized attorney has signed and
dated a written instrument authorizing such proxy to act, or (2) the Trustees
adopt by resolution an electronic, telephonic, computerized or other alternative
to execution of a written instrument authorizing the proxy to act, but if a
proposal by anyone other than the officers or Trustees is submitted to a vote of
the Holders of any Series or Class, or if there is a proxy contest or proxy
solicitation or proposal in opposition to any proposal by the officers or
Trustees, Interests may be voted only in person or by written proxy. Unless the
proxy provides otherwise, it shall not be valid for more than eleven months
before the date of the meeting. All proxies shall be delivered to the Secretary
or other person responsible for recording the proceedings before being voted. A
proxy with respect to Interests held in the name of two or more persons shall be
valid if executed by one of them unless at or prior to exercise of such proxy
the Trust receives a specific written notice to the contrary from any one of
them. Unless otherwise specifically limited by their terms, proxies shall
entitle the Holder to vote at any adjournment of a Holders' meeting. A proxy
purporting to be executed by or on behalf of a Holder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. At every meeting of Holders, unless
the voting is conducted by inspectors, the chairman of the meeting shall decide
all questions concerning the qualifications of voters, the validity of proxies,
and the acceptance or rejection of votes. Subject to the provisions of the
Delaware Business Trust Act, Declaration or these By-laws, the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, shall govern all matters concerning the giving,
voting or validity of proxies, as if the Trust were a Delaware corporation and
the Holders were shareholders of a Delaware corporation.
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<PAGE>
SECTION 6. RECORD DATE. The Trustees may fix in advance a date up to ninety
days before the date of any Holders' meeting as a record date for the
determination of the Holders entitled to notice of, and to vote at, any such
meeting. The Holders of record entitled to vote at a Holders' meeting shall be
deemed the Holders of record at any meeting reconvened after one or more
adjournments, unless the Trustees have fixed a new record date. If the Holders'
meeting is adjourned for more than sixty days after the original date, the
Trustees shall establish a new record date.
SECTION 7. ACTION WITHOUT A MEETING. Holders may take any action without a
meeting if a majority (or such greater amount as may be required by law or the
Declaration) of the Interests entitled to vote on the matter consent to the
action in writing and such written consents are filed with the records of
Holders' meetings. Such written consent shall be treated for all purposes as a
vote at a meeting of the Holders.
ARTICLE VI
INTERESTS
SECTION 1. NO INTEREST CERTIFICATES. Neither the Trust nor any Series or Class
shall issue certificates certifying the ownership of Interests, unless the
Trustees authorize such certificates.
SECTION 2. TRANSFER OF INTERESTS. Interests held by Holders are non-
transferable.
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT
SECTION 1. FISCAL YEAR. The fiscal year of the Trust shall end on August 31.
SECTION 2. ACCOUNTANT. The Trust shall employ independent certified public
accountants as its Accountant to examine the accounts of the Trust and to sign
and certify financial statements filed by the Trust. The Accountant's
certificates and reports shall be addressed both to the Trustees and to the
Holders. A majority of the Disinterested Trustees shall select the Accountant
at any meeting held within ninety days before or after the beginning of the
fiscal year of the Trust, acting upon the recommendation of the Audit Committee.
The Trust shall submit the selection for ratification or rejection at the next
succeeding Holders' meeting, if such a meeting is to be held within the Trust's
fiscal year. If the selection is rejected at that meeting, the Accountant shall
be selected by majority vote of the Trust's outstanding voting Interests, either
at the meeting at which the rejection occurred or at a subsequent meeting of
Holders called for the purpose of selecting an Accountant. The employment of
the
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<PAGE>
Accountant shall be conditioned upon the right of the Trust to terminate such
employment without any penalty by vote of a Majority Holder Vote at any Holders'
meeting called for that purpose.
ARTICLE VIII
AMENDMENTS
SECTION 1. GENERAL. Except as provided in Section 2 of this Article, these By-
laws may be amended by the Trustees, or by the affirmative vote of a majority of
the Interests entitled to vote at any meeting.
SECTION 2. BY HOLDERS ONLY. After the issue of any Interests, this Article may
only be amended by the affirmative vote of the holders of the lesser of (a) at
least two-thirds of the Interests present and entitled to vote at any meeting,
or (b) at least fifty percent of the Interests.
ARTICLE IX
NET ASSET VALUE
The term "Net Asset Value" of any Series shall mean that amount by which
the assets belonging to that Series exceed its liabilities, all as determined by
or under the direction of the Trustees. Net Asset Value per Interest shall be
determined separately for each Series and shall be determined on such days and
at such times as the Trustees may determine. The Trustees shall make such
determination with respect to securities for which market quotations are readily
available, at the market value of such securities, and with respect to other
securities and assets, at the fair value as determined in good faith by the
Trustees; provided, however, that the Trustees, without Holder approval, may
alter the method of appraising portfolio securities insofar as permitted under
the 1940 Act and the rules, regulations and interpretations thereof promulgated
or issued by the SEC or insofar as permitted by any order of the SEC applicable
to the Series. The Trustees may delegate any of their powers and duties under
this Article X with respect to appraisal of assets and liabilities. At any time
the Trustees may cause the Net Asset Value per Interest last determined to be
determined again in a similar manner and may fix the time when such redetermined
values shall become effective.
ARTICLE X
CONFLICT OF INTEREST PROCEDURES
SECTION 1. MONITORING AND REPORTING CONFLICTS. Some of the trustees of
Advisers Managers Trust, Neuberger & Berman Equity Trust and Neuberger & Berman
Equity Funds (collectively, the "Trusts") and every other Holder may be the same
individuals. Set forth in this Article are procedures established to address
potential conflicts of interest that may arise between the Trusts.
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<PAGE>
On an ongoing basis, the investment adviser ("Manager") of Advisers Managers
Trust shall be responsible for monitoring the Trusts for the existence of any
material conflicts of interest between the Trusts. The Manager shall be
responsible for reporting any potential or existing conflicts to trustees of the
Trusts as they may develop.
SECTION 2. ANNUAL REPORT. The Manager shall report to the trustees of the
Trusts annually regarding its monitoring of the Trusts for conflicts of
interest.
SECTION 3. RESOLUTION OF CONFLICTS. If a potential conflict of interest
arises, the Trustees shall take such action as is reasonably appropriate to deal
with the conflict, up to and including recommending a change in the trustees and
implementing such recommendation, consistent with applicable law.
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<PAGE>
CUSTODIAN CONTRACT
Between
ADVISERS MANAGERS TRUST
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
PAGE
1. Employment of Custodian and Property to be Held by It................... 1
2. Duties of the Custodian with Respect to Property of the Fund Held
By the Custodian in the United States................................... 2
2.1 Holding Securities................................................. 2
2.2 Delivery of Securities............................................. 2
2.3 Registration of Securities......................................... 5
2.4 Bank Accounts...................................................... 5
2.5 Availability of Federal Funds...................................... 5
2.6 Collection of Income............................................... 6
2.7 Payment of Fund Monies............................................. 6
2.8 Liability for Payment in Advance of Receipt of Securities
Purchased.......................................................... 8
2.9 Appointment of Agents.............................................. 8
2.10 Deposit of Fund Assets in Securities Systems....................... 8
2.11 Fund Assets Held in the Custodian's Direct Paper System............ 9
2.12 Segregated Account................................................. 10
2.13 Ownership Certificates for Tax Purposes............................ 11
2.14 Proxies............................................................ 11
2.15 Communications Relating to Portfolio Securities.................... 11
3. Duties of the Custodian with Respect to Property of the Fund Held
Outside of the United States............................................ 12
3.1 Appointment of Foreign Sub-Custodians.............................. 12
3.2 Assets to be Held.................................................. 12
3.3 Foreign Securities Depositories.................................... 12
3.4 Agreements with Foreign Banking Institutions....................... 12
3.5 Access of Independent Accountants of the Fund...................... 13
3.6 Reports By Custodian............................................... 13
3.7 Transactions in Foreign Custody Account............................ 13
3.8 Liability of Foreign Sub-Custodians................................ 14
3.9 Liability of Custodian............................................. 14
3.10 Reimbursement for Advances......................................... 15
3.11 Monitoring Responsibilities........................................ 16
3.12 Branches of U.S. Banks............................................. 16
3.13 Foreign Exchange Transactions...................................... 17
3.14 Tax Law............................................................ 17
4. Payments for Sales or Repurchases or Redemptions of the Fund Shares
of the Fund............................................................. 18
5. Proper Instructions..................................................... 19
6. Actions Permitted without Express Authority............................. 19
7. Evidence of Authority................................................... 20
<PAGE>
8. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income........................... 20
9. Records................................................................. 20
10. Opinion of Fund's Independent Accountant................................ 21
11. Reports to Fund by Independent Public Accountants....................... 21
12. Compensation of Custodian............................................... 21
13. Responsibility of Custodian............................................. 21
14. Effective Period, Termination and Amendment............................. 22
15. Successor Custodian..................................................... 23
16. Interpretive and Additional Provisions.................................. 24
17. Additional Funds........................................................ 25
18. Massachusetts Law to Apply.............................................. 25
19. Limitation of Trustee, Officer and Shareholder Liability................ 25
20. No Liability of Other Portfolios........................................ 25
21. Confidentiality......................................................... 26
22. Assignment.............................................................. 26
23. Severability............................................................ 26
24. Prior Contracts......................................................... 26
25. Shareholder Communications Election..................................... 26
<PAGE>
CUSTODIAN CONTRACT
This Contract between Advisers Managers Trust, a New York common law trust,
having its principal place of business at 605 Third Avenue, New York, New York
10158, hereinafter called the "Fund", and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of business at 225
Franklin Street, Boston, Massachusetts, 02110, hereinafter called the
"Custodian",
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, the Fund has issued shares in six initial series listed in
Schedule A attached hereto (such series together with all other series
subsequently established by the Fund and made subject to this Contract in
accordance with paragraph 17, being herein referred to as the "Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of the assets of
each Portfolio, including securities which the Fund, on behalf of the applicable
Portfolio, desires to be held in places within the United States ("domestic
securities") and securities it desires to be held outside the United States
("foreign securities") pursuant to the provisions of the Trust Instrument. The
Fund on behalf of each Portfolio agrees to deliver to the Custodian all
securities and cash of the Portfolios, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities
owned by the Portfolio(s) from time to time, and the cash consideration received
by it for such new or treasury shares of beneficial interest of the Fund
representing interests in the Portfolios ("Shares"), as may be issued or sold
from time to time. The Custodian shall not be responsible for any property of a
Portfolio held or received by the Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article 5),
the Custodian shall on behalf of the applicable Portfolio(s) from time to time
employ one or more sub-custodians located in the United States, but only in
accordance with an applicable vote by the Board of Trustees of the Fund on
behalf of
<PAGE>
the applicable Portfolio(s), and provided that the Custodian shall have no more
or less responsibility or liability to the Fund on account of any actions or
omissions of any sub-custodian so employed than any such sub-custodian has to
the Custodian. The Custodian may employ as sub-custodian for the Fund's foreign
securities on behalf of the applicable Portfolio(s) the foreign banking
institutions and foreign securities depositories designated in Schedule B hereto
but only in accordance with the provisions of Article 3.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE
CUSTODIAN IN THE UNITED STATES
2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for
the account of each Portfolio all non-cash property to be held by it in the
United States, including all domestic securities owned by such Portfolio,
other than (a) securities which are maintained pursuant to Section 2.10 in
a clearing agency which acts as a securities depository or in a book-entry
system authorized by the U.S. Department of the Treasury, collectively
referred to herein as "Securities System" and (b) commercial paper of an
issuer for which State Street Bank and Trust Company acts as issuing and
paying agent ("Direct Paper") which is deposited and/or maintained in the
Direct Paper System of the Custodian pursuant to Section 2.11.
2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic
securities owned by a Portfolio held by the Custodian or in a Securities
System account of the Custodian or in the Custodian's Direct Paper book
entry system account ("Direct Paper System Account") only upon receipt of
Proper Instructions from the Fund on behalf of the applicable Portfolio,
which may be continuing instructions when deemed appropriate by the
parties, and only in the following cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Portfolio;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become
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payable; provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the
Portfolio or into the name of any nominee or nominees of the Custodian
or into the name or nominee name of any agent appointed pursuant to
Section 2.9 or into the name or nominee name of any sub-custodian
appointed pursuant to Article 1; or for exchange for a different
number of bonds, certificates or other evidence representing the same
aggregate face amount or number of units; PROVIDED that, in any such
case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the Portfolio, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to receiving
payment for such securities except as may arise from the Custodian's
own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of securities made by the
Portfolio, BUT ONLY against receipt of adequate collateral as agreed
upon from time to time by the Custodian and the Fund on behalf of the
Portfolio, which may be in the form of cash or obligations issued by
the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to be
credited to the Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the Custodian will
not be held liable or responsible for the delivery
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of securities owned by the Portfolio prior to the receipt of such
collateral;
11) For delivery as security in connection with any borrowings by the Fund
on behalf of the Portfolio requiring a pledge of assets by the Fund on
behalf of the Portfolio, BUT ONLY against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the "Exchange
Act") and a member of The National Association of Securities Dealers,
Inc. ("NASD"), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities
exchange, or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio of the Fund;
13) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar organization or
organizations, regarding account deposits in connection with
transactions by the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for a Portfolio, for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may be
described from time to time in the currently effective prospectus and
statement of additional information of the Fund, related to the
Portfolio ("Prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper corporate purpose, BUT ONLY upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board of
Trustees or of the Executive Committee signed by an officer of the
Fund and certified by the Secretary or an Assistant Secretary,
specifying the securities of the Portfolio to be delivered, setting
forth the purpose for which such delivery is to be made, declaring
such purpose to be a proper corporate purpose, and naming the person
or persons to whom delivery of such securities shall be made.
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<PAGE>
2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Custodian
(other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Custodian which nominee shall be
assigned exclusively to the Portfolio, UNLESS the Fund has authorized in
writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as the
Portfolio, or in the name or nominee name of any agent appointed pursuant
to Section 2.9 or in the name or nominee name of any sub-custodian
appointed pursuant to Article 1. All securities accepted by the Custodian
on behalf of the Portfolio under the terms of this Contract shall be in
"street name" or other good delivery form. If, however, the Fund directs
the Custodian to maintain securities in "street name", the Custodian shall
utilize its best efforts only to timely collect income due the Fund on such
securities and to notify the Fund on a best efforts basis only of relevant
corporate actions including, without limitation, pendency of calls,
maturities, tender or exchange offers.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Portfolio of
the Fund which shall contain only property held by the Custodian as
custodian for that Portfolio, subject only to draft or order by the
Custodian acting pursuant to the terms of this Contract, and shall hold in
such account or accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Portfolio, other than cash
maintained by the Portfolio in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds
held by the Custodian for a Portfolio may be deposited by it to its credit
as Custodian in the Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion deem necessary or
desirable; PROVIDED, however, that every such bank or trust company shall
be qualified to act as a custodian under the Investment Company Act of 1940
and that each such bank or trust company and the funds to be deposited with
each such bank or trust company shall on behalf of each applicable
Portfolio be approved by vote of a majority of the Board of Trustees of the
Fund. Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.
2.5 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between the Fund on
behalf of each applicable Portfolio and the Custodian, the Custodian shall,
upon the receipt of Proper Instructions from the Fund on behalf of a
Portfolio, make federal funds available to such Portfolio as of specified
times agreed upon from time to time by the Fund and the Custodian in the
amount of checks received in payment for
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<PAGE>
Shares of such Portfolio which are deposited into the Portfolio's account.
2.6 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder to which each
Portfolio shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and
other payments with respect to bearer domestic securities if, on the date
of payment by the issuer, such securities are held by the Custodian or its
agent and shall credit such income, as collected, to such Portfolio's
custodian account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other income
items requiring presentation as and when they become due and shall collect
interest when due on securities held hereunder. Collection of income due
each Portfolio on securities loaned pursuant to the provisions of Section
2.2 (10) shall be the responsibility of the Custodian so long as the
securities are registered and remain in the name of the Fund, the
Custodian, or its nominee, or in the Depository Trust Company account of
the Custodian, but otherwise shall be the responsibility of the Fund and
the Custodian will have no duty or responsibility in connection therewith,
other than to provide the Fund with such information or data as may be
necessary to assist the Fund in arranging for the timely delivery to the
Custodian of the income to which the Portfolio is properly entitled.
2.7 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions from the Fund
on behalf of the applicable Portfolio, which may be continuing instructions
when deemed appropriate by the parties, the Custodian shall pay out monies
of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities or evidence of title
to such options, futures contracts or options on futures contracts to
the Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified under the
Investment Company Act of 1940, as amended, to act as a custodian and
has been designated by the Custodian as its agent for this purpose)
registered in the name of the Portfolio or in the name of a nominee of
the Custodian referred to in Section 2.3 hereof or in proper form for
transfer; (b) in the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in Section 2.10
hereof; (c) in the case of a purchase involving the Direct Paper
System, in accordance with the
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<PAGE>
conditions set forth in Section 2.11; (d) in the case of repurchase
agreements entered into between the Fund on behalf of the Portfolio
and the Custodian, or another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the securities either in
certificate form or through an entry crediting the Custodian's account
at the Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Portfolio of
securities owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from the
Portfolio or (e) for transfer to a time deposit account of the Fund in
any bank, whether domestic or foreign; such transfer may be effected
prior to receipt of a confirmation from a broker and/or the applicable
bank pursuant to Proper Instructions from the Fund as defined in
Article 5;
2) In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by the Portfolio as
set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by the Portfolio,
including but not limited to the following payments for the account of
the Portfolio: interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the Fund whether or
not such expenses are to be in whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends on Shares of the Portfolio declared
pursuant to the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, BUT ONLY upon receipt of, in addition to
Proper Instructions from the Fund on behalf of the Portfolio, a
certified copy of a resolution of the Board of Trustees or of the
Executive Committee of the Fund signed by an officer of the Fund and
certified by its Secretary or an Assistant Secretary, specifying the
amount of such payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a proper purpose,
and naming the person or persons to whom such payment is to be made.
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<PAGE>
2.8 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
Except as specifically stated otherwise in this Contract, in any and every
case where payment for purchase of domestic securities for the account of a
Portfolio is made by the Custodian in advance of receipt of the securities
purchased in the absence of specific written instructions from the Fund on
behalf of such Portfolio to so pay in advance, the Custodian shall be
absolutely liable to the Fund for such securities to the same extent as if
the securities had been received by the Custodian.
2.9 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of 1940,
as amended, and its rules or regulations to act as a custodian, as its
agent to carry out such of the provisions of this Article 2 as the
Custodian may from time to time direct; PROVIDED, however, that the
appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
2.10 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The Custodian may
deposit and/or maintain securities owned by a Portfolio in a clearing
agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934, which acts as a
securities depository, or in the book-entry system authorized by the
U.S. Department of the Treasury and certain federal agencies,
collectively referred to herein as "Securities System" in accordance
with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
1) The Custodian may keep securities of the Portfolio in a Securities
System provided that such securities are represented in an account
("Account") of the Custodian in the Securities System which shall
not include any assets of the Custodian other than assets held as
a fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a Securities System shall
identify by book-entry those securities belonging to the
Portfolio;
3) The Custodian shall pay for securities purchased for the account
of the Portfolio upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the
Portfolio. The Custodian shall transfer securities sold for the
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<PAGE>
account of the Portfolio upon (i) receipt of advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and payment for
the account of the Portfolio. Copies of all advices from the
Securities System of transfers of securities for the account of
the Portfolio shall identify the Portfolio, be maintained for the
Portfolio by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund on
behalf of the Portfolio confirmation of each transfer to or from
the account of the Portfolio in the form of a written advice or
notice and shall furnish to the Fund on behalf of the Portfolio
copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the
Portfolio;
4) The Custodian shall provide the Fund for the Portfolio with any
report obtained by the Custodian (or by any agent appointed by the
Custodian pursuant to Section 2.9) on the Securities System's
accounting system, internal accounting control and procedures for
safeguarding securities deposited in the Securities System;
5) The Custodian shall have received from the Fund on behalf of the
Portfolio the certificate required by Article 14 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting from
use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents
or of any of its or their employees or from failure of the
Custodian or any such agent to enforce effectively such rights as
it may have against the Securities System; at the election of the
Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the Securities System
or any other person which the Custodian may have as a consequence
of any such loss or damage if and to the extent that the Portfolio
has not been made whole for any such loss or damage.
2.11 FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM. The
Custodian may deposit and/or maintain securities owned by a
Portfolio in the Direct Paper System of the Custodian subject to the
following provisions:
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<PAGE>
1) No transaction relating to securities in the Direct Paper System
will be effected in the absence of Proper Instructions from the
Fund on behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio in the Direct
Paper System only if such securities are represented in an account
("Account") of the Custodian in the Direct Paper System which
shall not include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the
Portfolio;
4) The Custodian shall pay for securities purchased for the account
of the Portfolio upon the making of an entry on the records of the
Custodian to reflect such payment and transfer of securities to
the account of the Portfolio. The Custodian shall transfer
securities sold for the account of the Portfolio upon the making
of an entry on the records of the Custodian to reflect such
transfer and receipt of payment for the account of the Portfolio;
5) The Custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the
Portfolio, in the form of a written advice or notice, of Direct
Paper on the next business day following such transfer and shall
furnish to the Fund on behalf of the Portfolio copies of daily
transaction sheets reflecting each day's transaction in the
Securities System for the account of the Portfolio;
6) The Custodian shall provide the Fund on behalf of the Portfolio
with any report on the Custodian's system of internal accounting
control as the Fund may reasonably request from time to time.
2.12 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio
establish and maintain a segregated account or accounts for and on
behalf of each such Portfolio, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
an account by the Custodian pursuant to Section 2.10 hereof, (i) in
accordance with the provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a broker-dealer registered
under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities
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exchange (or the Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions
by the Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the
Portfolio or commodity futures contracts or options thereon purchased
or sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release or releases of the
Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv) for
other proper corporate purposes, BUT ONLY, in the case of clause (iv),
upon receipt of, in addition to Proper Instructions from the Fund on
behalf of the applicable Portfolio, a certified copy of a resolution of
the Board of Trustees or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or an Assistant
Secretary, setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate purposes.
2.13 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of each Portfolio held by
it and in connection with transfers of securities.
2.14 PROXIES. The Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in
the name of the Portfolio or a nominee of the Portfolio, all proxies,
without indication of the manner in which such proxies are to be voted,
and shall promptly deliver to the Portfolio such proxies, all proxy
soliciting materials and all notices relating to such securities.
2.15 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to the
provisions of Section 2.3, the Custodian shall transmit promptly to the
Fund for each Portfolio all written information (including, without
limitation, pendency of calls and maturities of domestic securities and
expirations of rights in connection therewith and notices of exercise
of call and put option written by the Fund on behalf of the Portfolio
and the maturity of futures contracts purchased or sold by the
Portfolio) received by the Custodian from issuers of the securities
being held for the Portfolio. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Portfolio all
written information received by the Custodian from issuers of the
securities whose tender or
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exchange is sought and from the party (or his agents) making the tender or
exchange offer. If the Portfolio desires to take action with respect to any
tender offer, exchange offer or any other similar transaction, the Portfolio
shall when reasonably possible notify the Custodian at least three business
days prior to the date on which the Custodian is to take such action.
3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD OUTSIDE
OF THE UNITED STATES
3.1 APPOINTMENT OF FOREIGN SUB-CUSTODIANS. The Fund hereby authorizes and
instructs the Custodian to employ as sub-custodians for each Portfolio's
securities and other assets maintained outside the United States the
foreign banking institutions and foreign securities depositories designated
on Schedule B hereto ("foreign sub-custodians"). Upon receipt of "Proper
Instructions", as defined in Section 5 of this Contract, together with a
certified resolution of the Fund's Board of Trustees, the Custodian and the
Fund may agree to amend Schedule B hereto from time to time to designate
additional foreign banking institutions and foreign securities depositories
to act as sub-custodian. Upon receipt of Proper Instructions, the Fund may
instruct the Custodian to cease the employment of any one or more such
sub-custodians for maintaining custody of a Portfolio's assets.
3.2 ASSETS TO BE HELD. The Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(l) of Rule 17f-5 under
the Investment Company Act of 1940, and (b) cash and cash equivalents in
such amounts as the Custodian or the Fund may determine to be reasonably
necessary to effect a Portfolio's foreign securities transactions. The
Custodian shall identify on its books as belonging to each Portfolio, the
foreign securities of the Portfolio held by each foreign sub-custodian.
3.3 FOREIGN SECURITIES DEPOSITORIES. Except as may otherwise be agreed upon in
writing by the Custodian and the Fund, assets of each Portfolio shall be
maintained in foreign securities depositories only through arrangements
implemented by the foreign banking institutions serving as sub-custodians
pursuant to the terms hereof. Where possible, such arrangements shall
include entry into agreements containing the provisions set forth in
Section 3.4 hereof.
3.4 AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS. Each agreement with a foreign
banking institution shall be substantially in the form set forth in Exhibit
1 hereto and shall provide that: (a) the assets of each Portfolio will not
be subject to any right, charge, security interest, lien or claim of any
kind in
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favor of the foreign banking institution or its creditors or agent, except
a claim of payment for their safe custody or administration; (b) beneficial
ownership for the assets of each Portfolio will be freely transferable
without the payment of money or value other than for custody or
administration; (c) adequate records will be maintained identifying the
assets as belonging to each applicable Portfolio; (d) officers of or
auditors employed by, or other representatives of the Custodian, including
to the extent permitted under applicable law the independent public
accountants for the Fund, will be given access to the books and records of
the foreign banking institution relating to its actions under its agreement
with the Custodian; and (e) assets of each Portfolio held by the foreign
sub-custodian will be subject only to the instructions of the Custodian or
its agents.
3.5 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND. Upon request of the Fund,
the Custodian will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of
any foreign banking institution employed as a foreign sub-custodian insofar
as such books and records relate to the performance of such foreign banking
institution under its agreement with the Custodian.
3.6 REPORTS BY CUSTODIAN. The Custodian will supply to the Fund from time to
time, as mutually agreed upon, statements in respect of the securities and
other assets of each Portfolio held by foreign sub-custodians, including
but not limited to an identification of entities having possession of each
Portfolio's securities and other assets and advice or notifications of any
transfers of securities to or from each custodial account maintained by a
foreign banking institution for the Custodian on behalf of each applicable
Portfolio indicating, as to securities acquired for a Portfolio, the
identity of the entity having physical possession of such securities.
3.7 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT. (a) Except as otherwise provided
in paragraph (b) of this Section 3.7, the provision of Sections 2.2 and 2.7
of this Contract shall apply, MUTATIS MUTANDIS to the foreign securities of
the Fund held outside the United States by foreign sub-custodians.
(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of each
applicable Portfolio and delivery of securities maintained for the account
of each applicable Portfolio may be effected in accordance with the
customary established securities trading or securities processing practices
and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation,
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delivering securities to the purchaser thereof or to a dealer therefor (or
an agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such securities from such
purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set
forth in Section 2.3 of this Contract, and the Fund agrees to hold any such
nominee harmless from any liability as a holder of record of such
securities.
3.8 LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which the
Custodian employs a foreign banking institution as a foreign sub-custodian
shall require the institution to exercise reasonable care in the
performance of its duties and to indemnify, and hold harmless, the
Custodian and the Fund from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the institution's
performance of such obligations. At the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with respect to
any claims against a foreign banking institution as a consequence of any
such loss, damage, cost, expense, liability or claim if and to the extent
that the Fund has not been made whole for any such loss, damage, cost,
expense, liability or claim.
3.9 LIABILITY OF CUSTODIAN. The Custodian shall be liable for the acts or
omissions of a foreign banking institution to the same Extent as set forth
with respect to sub-custodians generally in this Contract and, regardless
of whether assets are maintained in the custody of a foreign banking
institution, a foreign securities depository or a branch of a U.S. bank as
contemplated by paragraph 3.12 hereof, the Custodian shall not be liable
for any loss, damage, cost, expense, liability or claim resulting from
nationalization, expropriation, currency restrictions, or acts of war or
terrorism or any loss where the sub-custodian has otherwise exercised
reasonable care. Notwithstanding the foregoing provisions of this paragraph
3.9, in delegating custody duties to State Street London Ltd., the
Custodian shall not be relieved of any responsibility to the Fund for any
loss due to such delegation, except such loss as may result from (a)
political risk (including, but not limited to, exchange control
restrictions, confiscation, expropriation, nationalization, insurrection,
civil strife or armed hostilities) or (b) other losses (excluding a
bankruptcy or insolvency of State Street London Ltd. not caused by
political risk) due to Acts of God, nuclear incident or the like, in each
case under circumstances where the Custodian and State Street London Ltd.
have exercised reasonable care.
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3.10 REIMBURSEMENT FOR ADVANCES. If the Fund requires the Custodian to
advance cash or securities for any purpose for the benefit of a
Portfolio including the purchase or sale of foreign exchange or of
contracts for foreign exchange ("Advance"), or in the event that the
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the
performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful
misconduct ("Liability") then in such event property equal in value to
not more than 125% of such Advance and accrued interest on the Advance
or the anticipated amount of such Liability, held at any time for the
account of the appropriate Portfolio by the Custodian or sub-custodian
may be held as security for such Liability or for such Advance and
accrued interest on the Advance. The Custodian shall designate the
security or securities constituting security for an Advance or
Liability (the "Designated Securities") by notice in writing to the
Fund (which may be sent by tested telefax or telex). In the event the
value of the Designated Securities shall decline to less than 110% of
the amount of such Advance and accrued interest on the Advance or the
anticipated amount of such Liability, then the Custodian may designate
in the same manner an additional security for such obligation
("Additional Securities"), but the aggregate value of the Designated
Securities and Additional Securities shall not be in excess of 125% of
the amount of such Advance and the accrued interest on the Advance or
the anticipated amount of such Liability. At the request of the Fund,
on behalf of a Portfolio, the Custodian shall agree to substitution of
a security or securities which have a value equal to the value of the
Designated or Additional Securities which the Fund desires be released
from their status as security, and such release from status as security
shall be effective upon the Custodian and the Fund agreeing in writing
as to the identity of the substituted security or securities, which
shall thereupon become Designated Securities.
Notwithstanding the above, the Custodian shall, at the request of the
Fund, on behalf of a Portfolio, immediately release from their status
as security any or all of the Designated Securities or Additional
Securities upon the Custodian's receipt from such Portfolio of cash or
cash equivalents in an amount equal to 100% of the value of the
Designated Securities or Additional Securities that the Fund desires to
be released from their status as security pursuant to this Section.
The applicable Portfolio shall reimburse or indemnify the Custodian in
respect of a Liability and shall pay any Advances upon demand;
provided, however, that the Custodian first notified the Fund on behalf
of the Portfolio of such demand for repayment, reimbursement or
indemnification. If, upon notification, the Portfolio shall fail to
pay such Advance or
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interest when due or shall fail to reimburse or indemnify the Custodian
promptly in respect of a Liability, the Custodian shall be entitled to
dispose of the Designated Securities and Additional Securities to the
extent necessary to obtain repayment, reimbursement or indemnification.
Interest, dividends and other distributions paid or received on the
Designated Securities and Additional Securities, other than payments of
principal or payments upon retirement, redemption or repurchase, shall
remain the property of the Portfolio, and shall not be subject to this
Section. To the extent that the disposition of the Portfolio's
property, designated as security for such Advance or Liability, results
in an amount less than necessary to obtain repayment, reimbursement or
indemnification, the Portfolio shall continue to be liable to the
Custodian for the differences between the proceeds of the disposition
of the Portfolio's property, designated as security for such Advance or
Liability, and the amount of the repayment, reimbursement or
indemnification due to the Custodian and the Custodian shall have the
right to designate in the same manner described above an additional
security for such obligation which shall constitute Additional
Securities hereunder.
3.11 MONITORING RESPONSIBILITIES. The Custodian shall furnish annually to
the Fund, during the month of June, information concerning the foreign
sub-custodians employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund in connection
with the initial approval of this Contract. In addition, the Custodian
will promptly inform the Fund in the event that the Custodian learns of
a material adverse change in the financial condition of a foreign
sub-custodian or any material loss of the assets of the Fund or, in the
case of any foreign sub-custodian not the subject of an appropriate
exemptive order from the Securities and Exchange Commission, is
notified by such foreign sub-custodian that there appears to be a
substantial likelihood that its shareholders' equity will decline below
$200 million (U.S. dollars or the equivalent thereof) or that its
shareholders' equity has declined below $200 million (in each case
computed in accordance with generally accepted U.S. accounting
principles).
3.12 BRANCHES OF U.S. BANKS. (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of
a Portfolio's assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the qualification set forth in
Section 26(a) of said Act. The appointment of any such branch as a
sub-custodian shall be governed by paragraph 1 of this Contract.
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(b) Cash held for each Portfolio of the Fund in the United Kingdom
shall be maintained in an interest bearing account established for the
Fund with the Custodian's London branch, which account shall be subject
to the direction of the Custodian, State Street London Ltd. or both.
3.13 FOREIGN EXCHANGE TRANSACTIONS. (a) Upon receipt of Proper
Instructions, the Custodian shall settle foreign exchange contracts or
options to purchase and sell foreign currencies for spot and future
delivery on behalf of and for the account of a Portfolio with such
brokers, banks or trust
companies other than the Custodian ("Currency Brokers") as the Fund may
determine and direct pursuant to Proper Instructions or as the
Custodian may select ("Transactions Other Than As Principal").
(b) The Custodian shall not be obligated to enter into foreign
exchange transactions as principal ("Transactions As Principal").
However, if the Custodian has made available to the Fund its services
as a principal in foreign exchange transactions and subject to any
separate agreement between the parties relating to such transactions,
the Custodian shall enter into foreign exchange contracts or options to
purchase and sell foreign currencies for spot and future delivery on
behalf of and for the account of a Portfolio, with the Custodian as
principal.
(c) If, in a Transaction Other Than As Principal, a Currency Broker is
selected by the Fund, on behalf of a Portfolio, the Custodian shall
have no duty with respect to the selection of the Currency Broker, or,
so long as the Custodian acts in accordance with Proper Instructions,
for the failure of such Currency Broker to comply with the terms of any
contract or option. If, in a Transaction Other Than As Principal, the
Currency Broker is selected by the Custodian or if the Custodian enters
into a Transaction As Principal, the Custodian shall be responsible for
the selection of the Currency Broker and the failure of such Currency
Broker to comply with the terms of any contract or option.
(d) In Transactions Other Than As Principal and Transactions As
Principal, the Custodian shall be responsible for any transfer of cash,
the transmission of instructions to and from a Currency Broker, if any,
the safekeeping of all certificates and other documents and agreements
evidencing or relating to such foreign exchange transactions and the
maintenance of proper records as set forth in Section 9 of this
Contract.
3.14 TAX LAW. Except to the extent that imposition of any tax liability
arises from State Street's failure to perform in accordance with the
terms of this Section 3.14 or from the failure of any sub-custodian to
perform in accordance with the terms of the applicable subcustody
agreement, State Street
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shall have no responsibility or liability for any obligations now or
hereafter imposed on each Portfolio by the tax law of the domicile of each
Portfolio or of any jurisdiction in which each Portfolio is invested or any
political subdivision thereof. It shall be the responsibility of State
Street to use due are to perform such steps as are required to collect any
tax refund, to ascertain the appropriate rate of tax withholding and to
provide such information and documents as may be required to enable each
Portfolio to receive appropriate tax treatment under applicable tax laws
and any applicable treaty provisions. Unless otherwise informed by each
Portfolio, State Street, in performance of its duties under this Section,
shall be entitled to apply categorical treatment of each Portfolio according
to the nationality of each Portfolio, the particulars of its organization
and other relevant details that shall be supplied by each Portfolio. State
Street shall be entitled to rely on any information supplied by each
Portfolio. State Street may engage reasonable professional advisors
disclosed to each Portfolio by State Street, which may include attorneys,
accountants or financial institutions in the regular business of investment
administration and may rely upon advice received therefrom. It shall be the
duty of each Portfolio to inform State Street of any change in the
organization, domicile or other relevant fact concerning tax treatment of
each Portfolio and further to inform State Street if each Portfolio is or
becomes the beneficiary of any special ruling or treatment not applicable
to the general nationality and category of entity of which each Portfolio
is a part under general laws and treaty provisions.
4. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF THE FUND SHARES OF THE
FUND
The Custodian shall receive from the distributor for the Shares or from the
Transfer Agent of the Fund and deposit into the account of the appropriate
Portfolio such payments as are received for Shares of that Portfolio issued or
sold from time to time by the Fund. The Custodian will provide timely
notification to the Fund on behalf of each such Portfolio and to the Transfer
Agent of any receipt by the Custodian of payments for Shares of such Portfolio.
From such funds as may be available for the purpose but subject to the
limitations of the Trust Instrument and any applicable votes of the Board of
Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for payment to
holders of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. The Custodian will provide timely
notification to the Fund on behalf of each such Portfolio and to the Transfer
Agent of any disbursement by the
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Custodian of payments for Shares of such Portfolio. In connection with the
redemption or repurchase of Shares of a Portfolio, the Custodian is authorized
upon receipt of instructions from the Transfer Agent to wire funds to or through
a commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares of the Fund, the Custodian shall honor
checks drawn on the Custodian by a holder of Shares, which checks have been
furnished by the Fund to the holder of Shares, when presented to the Custodian
in accordance with such procedures and controls as are mutually agreed upon from
time to time between the Fund and the Custodian.
5. PROPER INSTRUCTIONS
Proper Instructions as used throughout this Contract means a writing signed
or initialled by two or more persons as the Board of Trustees shall have from
time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific statement of
the purpose for which such action is requested. Oral instructions will be
considered Proper Instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the Board of Trustees of the Fund
accompanied by a detailed description of procedures approved by the Board of
Trustees, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Fund and the
Custodian are satisfied that such procedures afford adequate safeguards for the
Portfolios' assets. For purposes of this Section, Proper Instructions shall
include instructions received by the Custodian pursuant to any three - party
agreement which requires a segregated asset account in accordance with Section
2.12.
6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, PROVIDED that all such payments shall be accounted for to
the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Portfolio, checks drafts
and other negotiable instruments; and
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4) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as
otherwise directed by the Board of Trustees of the Fund.
7. EVIDENCE OF AUTHORITY
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Fund. The
Custodian may receive and accept a certified copy of a vote of the Board of
Trustees of the Fund as conclusive evidence (a) of the authority of any person
to act in accordance with such vote or (b) of any determination or of any action
by the Board of Trustees pursuant to the Trust Instrument as described in such
vote, and such vote may be considered as in full force and effect until receipt
by the Custodian of written notice to the contrary.
8. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF
NET ASSET VALUE AND NET INCOME
If, and to the extent requested by the Fund, the Custodian shall cooperate
with and supply necessary information to the entity or entities appointed by the
Board of Trustees of the Fund to keep the books of account of each Portfolio
and/or compute the net asset value per share of the outstanding shares of each
Portfolio or, if directed in writing to do so by the Fund on behalf of the
Portfolio, shall itself keep such books of account and/or compute such net asset
value per share. If so directed, the Custodian shall also calculate daily the
net income of the Portfolio as described in the Fund's currently effective
prospectus related to such Portfolio and shall advise the Fund and the Transfer
Agent daily of the total amounts of such net income and, if instructed in
writing by an officer of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various components.
The calculations of the net asset value per share and the daily income of each
Portfolio shall be made at the time or times described from time to time in the
Fund's currently effective prospectus related to such Portfolio.
9. RECORDS
The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the Investment Company Act
of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and
31a-2 thereunder. All such records shall be the property of the Fund and shall
at all times during the regular business hours of the Custodian be open for
inspection by duly authorized officers,
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employees or agents of the Fund and employees and agents of the Securities and
Exchange Commission. The Custodian shall, at the Fund's request, supply the Fund
with a tabulation of securities owned by each Portfolio and held by the
Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations.
10. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as the Fund on behalf of
each applicable Portfolio may from time to time request, to obtain from year to
year favorable opinions from the Fund's independent accountants with respect to
its activities hereunder in connection with the preparation of the Fund's Form
N-lA, and Form N-SAR or other annual reports to the Securities and Exchange
Commission and with respect to any other requirements of such commission.
11. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the Fund, on behalf of each Portfolio at such
times as the Fund may reasonably require, with reports by independent public
accountants on the accounting system, internal accounting control and procedures
for safeguarding securities, futures contracts and options on futures contracts,
including securities deposited and/or maintained in a Securities System,
relating to the services provided by the Custodian under this Contract; such
reports shall be of sufficient scope and in sufficient detail as may reasonably
be required by the Fund to provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and, if there are no such
inadequacies, the reports shall so state.
12. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the Fund on
behalf of each applicable Portfolio and the Custodian.
13. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian
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shall be held to the exercise of reasonable care in carrying out the provisions
of this Contract, but shall be kept indemnified by and shall be without
liability to the Fund for any action taken or omitted by it in good faith
without negligence. It shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Fund) on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
As a condition to the indemnification provided for in this Section 13, if
in any case the indemnifying party is asked to indemnify and hold the
indemnified party harmless, the indemnified party shall fully and promptly
advise the indemnifying party of all pertinent facts concerning the situation in
question, and shall use all reasonable care to identify, and promptly notify the
indemnifying party of, any situation which presents or appears likely to present
the probability of such a claim for indemnification against the indemnifying
party. The indemnifying party shall be entitled, at its own expense, to
participate in the investigation and to be consulted as to the defense of any
such claim, and in such event, the indemnified party shall keep the indemnifying
party fully and currently informed of all developments relating to such
investigation or defense. At any time, the indemnifying party shall be entitled
at its own expense to conduct the defense of any such claim, provided that the
indemnifying party: (a) reasonably demonstrates to the other party its ability
to pay the full amount of potential liability in connection with such claim and
(b) first admits in writing to the other party that such claim is one in respect
of which the indemnifying party is obligated to indemnify the other party
hereunder. Upon satisfaction of the foregoing conditions, the indemnifying
party shall take over complete defense of the claim, and the indemnified party
shall initiate no further legal or other expenses for which it shall seek
indemnification. The indemnified party shall in no case confess any claim or
make any compromise in any case in which the indemnifying party may be asked to
indemnify the indemnified party, except with the indemnifying party's prior
written consent.
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, the Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.
14. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Contract shall become effective as of its execution, shall continue in
full force and effect with respect to each
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Portfolio until terminated as hereinafter provided, may be amended at any time
by mutual agreement of the parties hereto and may be terminated by either party
by an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than thirty (30) days after
the date of such delivery or mailing; PROVIDED, however that the Custodian shall
not with respect to a Portfolio act under Section 2.10 hereof in the absence of
receipt of an initial certificate of the Secretary or an Assistant Secretary
that the Board of Trustees of the Fund has approved the use of a particular
Securities System by such Portfolio as required by Rule 17f-4 under the
Investment Company Act of 1940, as amended and that the Custodian shall not with
respect to a Portfolio act under Section 2.11 hereof in the absence of receipt
of an initial certificate of the Secretary or an Assistant Secretary that the
Board of Trustees has approved the initial use- of the Direct Paper System by
such Portfolio and the receipt of an annual certificate of the Secretary or an
Assistant Secretary that the Board of Trustees has reviewed the use by such
Portfolio of the Direct Paper System; PROVIDED FURTHER, however, that the Fund
shall not amend or terminate this Contract in contravention of any applicable
federal or state regulations, or any provision of the Trust Instrument, and
further provided, that the Fund on behalf of one or more of the Portfolios may
at any time by action of its Board of Trustees (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the Comptroller of
the Currency or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements. Termination of the Contract with respect to
one Portfolio (but less than all of the Portfolios) will not constitute
termination of the Contract, and the terms of the Contract continue to apply to
the other Portfolios.
15. SUCCESSOR CUSTODIAN
If a successor custodian for the Fund, of one or more of the Portfolios
shall be appointed by the Board of Trustees of the Fund, the Custodian shall,
upon termination, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held in
a Securities System.
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If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of Trustees
of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Portfolio and all
instruments held by the Custodian relative thereto and all other property held
by it under this Contract on behalf of each applicable Portfolio and to transfer
to an account of such successor custodian all of the securities of each such
Portfolio held in any Securities System. Thereafter, such bank or trust company
shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
16. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Contract, the Custodian and the
Fund on behalf of each of the Portfolios, may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of this
Contract. Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, PROVIDED that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Trust Instrument of the Fund. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.
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17. ADDITIONAL FUNDS
In the event that the Fund establishes one or more series of Shares in
addition to the Portfolios listed on Schedule A with respect to which it desires
to have the Custodian render services as custodian under the terms hereof, it
shall so notify the Custodian in writing, and if the Custodian agrees in writing
to provide such services, such series of Shares shall become a Portfolio
hereunder.
18. MASSACHUSETTS LAW TO APPLY
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
19. LIMITATION OF TRUSTEE, OFFICER AND SHAREHOLDER LIABILITY
It is expressly agreed that the obligations of the Fund and each Portfolio
hereunder shall not be binding upon any of the Trustees, officers, agents or
employees of the Fund or upon the shareholders of any Portfolio personally, but
shall only bind the assets and property of the Fund, as provided in its Trust
Instrument. The execution and delivery of this Contract have been authorized by
the Trustees of the Fund, and this Contract has been executed and delivered by
an authorized officer of the Fund acting as such; neither such authorization by
such Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the assets and property of the Fund, as
Provided in its Trust Instrument.
20. NO LIABILITY OF OTHER PORTFOLIOS
20.1 Notwithstanding any other provision of this Contract, the parties agree
that the assets and liabilities of each Portfolio are separate and
distinct from the assets and liabilities of each other Portfolio and
that no Portfolio shall be liable or shall be charged for any debt,
obligation or liability of any other Portfolio, whether arising under
this Contract or otherwise.
20.2 Custodian acknowledges that interestholders of one or more Portfolios
may be registered investment companies organized as series trusts.
Custodian agrees that, in the event any interestholder is held liable
for any debt, obligation or liability, whether arising under this
Agreement or otherwise, (a) neither the trustees nor the shareholders
of said interestholder shall be individually liable for such debt,
obligation or liability; and (b) no series of the interestholder other
than the series investing in the
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Portfolio that incurred the debt, obligation or liability shall be liable
therefor.
21. CONFIDENTIALITY
The Custodian agrees that all books, records, information and data
pertaining to the business of the Fund which are exchanged or received pursuant
to the negotiation or carrying out of this Contract shall remain confidential,
shall not be voluntarily disclosed to any other person, except as may be
required by law, and shall not be used by the Custodian for any purpose not
directly related to the business of the Fund, except with the Fund's written
consent.
22. ASSIGNMENT
Neither the Fund nor the Custodian shall have the right to assign any of
its rights or obligations under this Contract without the prior written consent
of the other party.
23. SEVERABILITY
If any provision of this Contract is held to be unenforceable as a matter
of law, the other terms and provisions hereof shall not be affected thereby and
shall remain in full force and effect.
24. PRIOR CONTRACTS
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund on behalf of each of the Portfolios, or any
predecessor(s) thereto, and the Custodian relating to the custody of the Fund's
assets.
25. SHAREHOLDER COMMUNICATIONS ELECTION
Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Custodian needs the Fund to indicate whether it authorizes the
Custodian to provide the Fund's name, address, and share position to requesting
companies whose securities the Fund owns. If the Fund tells the Custodian "no",
the Custodian will not provide this information to requesting companies. If the
Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the
Custodian is required by the rule to treat the Fund as consenting to disclosure
of this information for all securities owned by the Fund or any funds or
accounts established by the Fund. For the Fund's protection, the Rule prohibits
the requesting company from using the Fund's name and address for any purpose
other than
- 26 -
<PAGE>
corporate communications. Please indicate below whether the Fund consents or
objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name, address,
and share positions.
NO [X] The Custodian is not authorized to release the Fund's name,
address, and share positions.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of May 1, 1995.
ATTEST ADVISERS MANAGERS TRUST
By /s/ Michael J. Weiner
__________________________ ____________________________
ATTEST STATE STREET BANK AND TRUST COMPANY
__________________________ By ________________________________
Executive Vice President
- 27 -
<PAGE>
SCHEDULE A
ADVISERS MANAGERS TRUST
The Series of Advisers Managers Trust currently subject to this Agreement
are as follows:
AMT Growth Investments
AMT Partners Investments
AMT Balanced Investments
AMT Government Income Investments
AMT Limited Maturity Bond Investments
AMT Liquid Asset Investments
DATED: May 1, 1995
A - 1
<PAGE>
SCHEDULE B
NEUBERGER & BERMAN ADVISERS MANAGERS TRUST
The following foreign banking institutions and foreign securities
depositories have been approved by the board of trustees of the above-mentioned
trust for use by the indicated series of the trust as sub-custodians for the
securities and other assets:
Westpac Banking Corp. (Austraclear Ltd. and Reserve Bank Information and
Transfer System) (Australia)
GiroCredit Bank Aktiengesellschaft der Sparkassen (OEKB) (Austria)
Generale Bank (Banque Nationale de Belgique) (C.I.K.) (Belgium)
Canada Trustco Mortgage Company (CDS) (Canada)
Den Danske Bank (VP-Centralen) (Denmark)
Kansallis-Osake-Pankki (Central Share Register) (Finland)
Banque Paribas (SICOVAM and Banque de France) (France)
Berliner Handels-und Frankfurter Bank (Kassenverein) (Germany)
Standard Chartered Bank, Hong Kong (CCASS) (Hong Kong)
Bank of Ireland (Central Bank of Ireland and GSO) (Ireland)
Morgan Guaranty Trust Company (Banca d'Italia and Monte Titoli S.p.A.) (Italy)
Sumitomo Trust & Banking Company (Bank of Japan) (Japan)
Euroclear (Luxembourg)
Euroclear (Malaysia)
Citibank, N.A.-Mexico (Banco de Mexico and INDEVAL) (Mexico)
MeesPierson N.V. (NECIGEF) (The Netherlands)
ANZ Banking Group (NZ) Ltd. (Austraclear N.Z.) (New Zealand)
Christiania Bank Og Kreditkasse (VPS) (Norway)
Euroclear (Central de Valores Mobiliarios) (Portugal)
Euroclear (CDP) (Singapore)
A - 2
<PAGE>
Banco Santander, S.A. (Banco de Espana and SCLV) (Spain)
Skandinaviska Enskilda Banken (VPC) (Sweden)
Union Bank of Switzerland (SEA) (Switzerland)
State Street London Limited (The Central Gilts Office and The
Central Moneymarkets Office) (United Kingdom)
NEUBERGER & BERMAN ADVISERS
MANAGERS TRUST
/s/ Michael J. Weiner
_____________________________
Name:
Date: May 1, 1995
A - 3
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
ADVISERS MANAGERS TRUST
AND
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
1. Terms of Appointment: Duties of the Bank................................ 1
2. Fees and Expenses....................................................... 3
3. Representations and Warranties of the Bank.............................. 4
4. Representations and Warranties of the Fund.............................. 4
5. Data Access and Proprietary Information................................. 4
6. Indemnification......................................................... 6
7. Covenants of the Fund and the Bank...................................... 8
8. Termination of Agreement................................................ 9
9. Additional Portfolios................................................... 9
10. Assignment.............................................................. 10
11. Amendment............................................................... 10
12. Massachusetts Law to Apply.............................................. 10
13. Force Majeure........................................................... 10
14. Consequential Damages................................................... 11
15. Merger of Agreement..................................................... 11
16. Limitations of Liability of the Trustees, Shareholders, Officers,
Employees and Agent..................................................... 11
17. Counterparts............................................................ 11
18. Notices................................................................. 11
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of May 1, 1995, by and between ADVISERS MANAGERS TRUST, a New
York common law trust, having its principal office and place of business at 605
Third Avenue, New York, New York 10158 (the "Fund"), and STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company having its principal office and
place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the
"Bank").
WHEREAS, the Fund is authorized to issue shares in separate investment series,
with each such investment series representing interests in a separate portfolio
of securities and other assets; and
WHEREAS, the Fund has issued shares in six initial series listed in Schedule A
attached hereto, (such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Article 9, being herein referred to as a "Portfolio", and collectively as the
"Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank as its
transfer agent, dividend disbursing agent, custodian of certain retirement plans
and agent in connection with certain other activities, and the Bank desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. TERMS OF APPOINTMENT: DUTIES OF THE BANK
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund, on behalf of the Portfolios, hereby employs and appoints the
Bank to act as, and the Bank agrees to act as the transfer agent for
each Portfolio's beneficial interests ("Shares").
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the Portfolios,
as applicable, and the Bank, the Bank shall:
<PAGE>
(i) Receive for acceptance, orders for the initial purchase of
or increase in, Shares, and promptly deliver payment and
appropriate documentation thereof to the Custodian of the
Fund authorized pursuant to the Declaration of Trust of the
Fund (the "Custodian");
(ii) Pursuant to orders to increase Shares, record the
appropriate number of Shares in the name of the holder
("Shareholder") and hold such Shares in the appropriate
Shareholder account;
(iii) Receive for acceptance requests and directions to withdraw
(in whole or in part) Shares and deliver the appropriate
documentation thereof to the Custodian;
(iv) At the appropriate time and as and when it receives monies
paid to it by the Custodian with respect to any withdrawal,
pay over or cause to be paid over in the appropriate manner
such monies as instructed by the withdrawing Shareholder(s);
(v) Maintain records of account for and advice for each
Portfolio and its Shareholders as to the foregoing; and
(vi) Record the issuance of shares of each Portfolio and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number
of shares of the Fund and each Portfolio which are
authorized, based upon data provided to it by the Fund, on
behalf of each Portfolio, and issued and outstanding. The
Bank shall also provide the Fund and each Portfolio on a
regular basis with the total number of shares which are
authorized and issued and outstanding and shall have no
obligation, when recording the issuance of shares, to
monitor the issuance of such Shares or to take cognizance of
any laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Fund on
behalf of each Portfolio.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall
perform the customary services of a transfer agent.
-2-
<PAGE>
(c) Procedures as to who shall provide certain of these services in
Section 1 may be established from time to time by agreement
between the Fund on behalf of each Portfolio and the Bank per the
attached service responsibility schedule. The Bank may at times
perform only a portion of these services and the Fund or its
agent may perform these services on the Fund's behalf.
(d) The Bank shall provide additional services on behalf of the Fund
(i.e., escheatment services) which may be agreed upon in writing
between the Fund and the Bank.
2. FEES AND EXPENSES
2.1 For the performance by the Bank pursuant to this Agreement, the Fund,
on behalf of each Portfolio agrees to pay the Bank an annual
maintenance fee for each Shareholder account as set out in the initial
fee schedule attached hereto. Such fees and out-of-pocket expenses
and advances identified under Section 2.2 below may be changed from
time to time subject to mutual written agreement between the Fund and
the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Fund, on
behalf of the applicable Portfolio, agrees to reimburse the Bank for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche,
tabulating proxies, records storage, or advances incurred by the Bank
for the items set out in the fee schedule attached hereto. In
addition, any other expenses incurred by the Bank at the request or
with the consent of the Fund, will be reimbursed by the Fund on behalf
of the applicable Portfolio.
2.3 The Fund, on behalf of the applicable Portfolio, agrees to pay all
fees and reimbursable expenses within five days following the mailing
of the respective billing notice. Postage for mailing of dividends,
proxies, Fund reports and other mailings to all Shareholder accounts
shall be advanced to the Bank by the Fund at least seven (7) days
prior to the mailing date of such materials.
-3-
<PAGE>
3. REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Bank that:
4.1 It is a business trust duly organized and existing and in good
standing under the laws of New York.
4.2 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
5. DATA ACCESS AND PROPRIETARY INFORMATION
5.1 The Fund acknowledges that the computer programs, screen formats,
report formats (except such screen formats and report formats as may
be necessary to respond to shareholder problems or inquiries),
interactive design techniques, and documentation manuals furnished to
the Fund by the Bank as part of the Fund's ability to access certain
Fund-related data ("Customer Data") maintained by the Bank on data
bases
-4-
<PAGE>
under the control and ownership of the Bank or other third party
("Data Access Services") constitute copyrighted, trade secret, or
other proprietary information (collectively, "Proprietary
Information") of substantial value to the Bank or other third party.
In no event shall Proprietary Information be deemed Customer Data.
The Fund agrees to treat all Proprietary Information as proprietary to
the Bank and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided
hereunder. Without limiting the foregoing, the Fund agrees for itself
and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance with
the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose
of such information in accordance with the Bank's instructions;
(d) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law, under federal copyright
law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.
5.2 If the Fund notifies the Bank that any of the Data Access Services do
not operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may
obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make
no claim against the Bank arising out of the contents of such third
party data, including, but not limited to, the accuracy thereof. DATA
ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS
USED IN
-5-
<PAGE>
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS.
THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY
STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.3 If the transactions available to the Fund include the ability to
originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information (such transactions
constituting a "COEFI"), then in such event the Bank shall be entitled
to rely on the validity and authenticity of such instruction without
undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by the
Bank from time to time.
6. INDEMNIFICATION
6.1 The Bank shall not be responsible for, and the Fund shall on behalf of
the applicable Portfolio indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors required
to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct.
(b) The Fund's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty
of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services
which (i) are received by the Bank or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Fund or any other person or firm on behalf of
the Fund including but not limited to any previous transfer agent
or registrar.
(d) The reasonable reliance on, or the carrying out by the Bank or
its agents or subcontractors of any instructions or requests of
the Fund on behalf of the applicable Portfolio.
-6-
<PAGE>
(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in
such state or in violation of any stop order or other
determination or ruling by any federal agency or any state with
respect to the offer or sale of such Shares in such state.
6.2 The Bank shall indemnify and hold the Fund and each Portfolio thereof
harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or
attributed to any action or failure or omission to act by the Bank,
its employees or agents as a result of a lack of good faith,
negligence or willful misconduct by the Bank, its employees or agents.
6.3 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Bank under this Agreement, and the Bank and its agents or
subcontractors shall not be liable and shall be indemnified by the
Fund on behalf of the applicable Portfolio for any action taken or
omitted by it in good faith in reasonable reliance upon such
instructions or upon the opinion of such counsel. The Bank, its
agents and subcontractors shall be protected and indemnified in acting
in good faith upon any paper or document furnished by or on behalf of
the Fund, reasonably believed to be genuine and to have been signed by
the proper person or persons, or upon any instruction, information,
data, records or documents provided the Bank or its agents or
subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person, until receipt of
written notice thereof from the Fund. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Fund, and the
proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
6.4 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking
indemnification shall promptly notify the Fund of such assertion, and
-7-
<PAGE>
shall keep the other party advised with respect to all developments
concerning such claim. The party who may be required to indemnify
shall have the option to participate with the party seeking
indemnification in the defense of such claim or to defend against said
claim in its own name or in the name of the other party. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
7. COVENANTS OF THE FUND AND THE BANK
7.1 The Fund shall on behalf of each Portfolio promptly furnish to the
Bank the following:
(a) A certified copy of the resolution of the Trustees of the Fund
authorizing the appointment of the Bank and the execution and
delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund and
all amendments thereto.
7.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
7.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, the Bank agrees that all such
records prepared or maintained by the Bank relating to the services to
be performed by the Bank hereunder are the property of the Fund and
will be preserved, maintained and made available in accordance with
such Section and Rules, and will be surrendered promptly to the Fund
on and in accordance with its request.
7.4 The Bank and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
-8-
<PAGE>
7.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund
as to such inspection. The Bank reserves the right, however, to
exhibit the Shareholder records to any person whenever it is advised
by its counsel that it may be held liable for the failure to exhibit
the Shareholder records to such person.
7.6 Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Portfolio of the Fund
are separate and distinct from the assets and liabilities of each
other Portfolio and that no Portfolio shall be liable or shall be
charged for any debt, obligation or liability of any other Portfolio,
whether arising under this Agreement or otherwise.
7.7 The Bank acknowledges that interestholders of one or more Portfolios
may be registered investment companies organized as series trusts.
The Bank agrees that, in the event any interestholder is held liable
for any debt, obligation or liability, whether arising under this
Agreement or otherwise, (a) neither the trustees nor the shareholders
of said interestholder shall be individually liable for such debt,
obligation or liability; and (b) no series of the interestholder other
than the series investing in the Portfolio that incurred the debt,
obligation or liability shall be liable therefor.
8. TERMINATION OF AGREEMENT
8.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
8.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund on behalf of the applicable Portfolio(s).
Additionally, the Bank reserves the right to charge for any other
reasonable expenses associated with such termination.
9. ADDITIONAL PORTFOLIOS
In the event that the Fund establishes one or more series of Shares in
addition to the Portfolios listed on Schedule A with respect to which it
desires to have the Bank render services as transfer agent under the terms
hereof, it shall so notify the Bank in writing, and if the Bank agrees in
-9-
<PAGE>
writing to provide such services, such series of Shares shall become a
Portfolio hereunder.
10. ASSIGNMENT
10.1 Except as provided in Section 10.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
10.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
10.3 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(1) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(1)"),
(ii) a BFDS subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(1) or (iii) a BFDS affiliate; provided, however, that
the Bank shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and
omissions.
11. AMENDMENT
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Trustees
of the Fund.
12. MASSACHUSETTS LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
13. FORCE MAJEURE
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform
or otherwise from such causes.
-10-
<PAGE>
14. CONSEQUENTIAL DAMAGES
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
15. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
16. LIMITATIONS OF LIABILITY OF THE TRUSTEES, SHAREHOLDERS, OFFICERS, EMPLOYEES
AND AGENT
The parties agree that neither the Shareholders, Trustees, officers,
employees nor any agent of the Fund (other than the transfer agent) shall
be liable hereunder and that the parties to this Agreement other than the
Fund shall look solely to the Fund property for the performance of this
Agreement or payment of any claim under this Agreement.
17. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.
18. NOTICES
All notices, requests, consents and other communications hereunder
(collectively "communications") shall be in writing and shall be personally
delivered or mailed, first class postage prepaid,
i. if to the Fund, to
Advisers Managers Trust
605 Third Avenue
New York, N.Y. 10158
Attention:
-----------------------
-----------------------
ii. if to the Bank, to
Boston Financial Data Services, Inc.
Two Heritage Drive
North Quincy, MA 02171
Attn:
-11-
<PAGE>
or such other address as either party shall have furnished to the other in
writing; PROVIDED that any communication may be sent by "tested" telex or
any other form of electronic transmission capable of producing a permanent
record and agreed upon by the parties in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
ADVISERS MANAGERS TRUST
/s/ Michael J. Weiner
BY:______________________________
ATTEST:
____________________________
STATE STREET BANK AND TRUST COMPANY
BY :______________________________
Executive Vice President
ATTEST:
_______________________________
-12-
<PAGE>
STATE STREET BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES
Responsibility
--------------
Service Performed Bank Fund
- ----------------- ---- ----
1. Receive orders for the purchase of Shares. X
2. Hold Shares in Shareholders accounts. X
3. Receive withdrawal requests. X
4. Pay over monies to withdrawing Shareholders. X
5. Maintain records of account. X
6. Maintain and keep a current and accurate
control book for each issue of securities. X
ADVISERS MANAGERS TRUST STATE STREET BANK AND TRUST COMPANY
/s/ Michael J. Weiner
By___________________________ By:______________________________
Attest:______________________ Attest:__________________________
-13-
<PAGE>
FEE SCHEDULE
FOR
TRANSFER AGENCY AGREEMENT
BETWEEN
STATE STREET BANK AND TRUST COMPANY
AND
ADVISERS MANAGERS TRUST
In reference to Section 2 of the Transfer Agency Agreement, there shall be
no additional fees or out-of-pocket expenses charged to the Fund under this
Agreement. Any compensation to be provided to the Bank for the services
provided hereunder is set forth in the Custody Agreement between the Fund and
the Bank dated as of May 1, 1995.
Dated As Of May 1, 1995
ADVISERS MANAGERS TRUST
BY:__________________________
ATTEST:
_______________________________
STATE STREET BANK AND TRUST COMPANY
BY:______________________________
Executive Vice President
ATTEST:
_______________________________
-14-
<PAGE>
ADVISERS MANAGERS TRUST
MANAGEMENT AGREEMENT
SCHEDULE A
The Series of Advisers Managers Trust currently subject to this Agreement
are as follows:
AMT Growth Investments
AMT Partners Investments
AMT Balanced Investments
AMT Government Income Investments
AMT Limited Maturity Bond Investments
AMT Liquid Asset Investments
DATED: May 1, 1995
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AMT
LIQUID ASSET INVESTMENTS ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 01
<NAME> AMT LIQUID ASSET INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 32,205
<INVESTMENTS-AT-VALUE> 32,205
<RECEIVABLES> 7
<ASSETS-OTHER> 20
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 32,235
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19
<TOTAL-LIABILITIES> 19
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 31,680
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 536
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 32,216
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 592
<OTHER-INCOME> 0
<EXPENSES-NET> (56)
<NET-INVESTMENT-INCOME> 536
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 536
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 26,174
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 25
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 56
<AVERAGE-NET-ASSETS> 15,032
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .55<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>ANNUALIZED.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AMT
GROWTH INVESTMENTS ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 02
<NAME> AMT GROWTH INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 507,019
<INVESTMENTS-AT-VALUE> 589,423
<RECEIVABLES> 16,436
<ASSETS-OTHER> 108
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 605,967
<PAYABLE-FOR-SECURITIES> 4,758
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 399
<TOTAL-LIABILITIES> 5,157
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 475,744
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,187
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 41,475
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 82,404
<NET-ASSETS> 600,810
<DIVIDEND-INCOME> 3,116
<INTEREST-INCOME> 296
<OTHER-INCOME> 0
<EXPENSES-NET> (2,225)
<NET-INVESTMENT-INCOME> 1,187
<REALIZED-GAINS-CURRENT> 41,475
<APPREC-INCREASE-CURRENT> 45,724
<NET-CHANGE-FROM-OPS> 88,387
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 88,387
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,026
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,225
<AVERAGE-NET-ASSETS> 566,103
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .59<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>ANNUALIZED.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AMT
LIMITED MATURITY BOND INVESTMENTS ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 03
<NAME> AMT LIMITED MATURITY BOND INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 320,499
<INVESTMENTS-AT-VALUE> 323,102
<RECEIVABLES> 2,590
<ASSETS-OTHER> 87
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 325,782
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 159
<TOTAL-LIABILITIES> 159
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 305,311
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 14,618
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,090
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,604
<NET-ASSETS> 325,623
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 15,349
<OTHER-INCOME> 0
<EXPENSES-NET> (731)
<NET-INVESTMENT-INCOME> 14,618
<REALIZED-GAINS-CURRENT> 3,090
<APPREC-INCREASE-CURRENT> 4,989
<NET-CHANGE-FROM-OPS> 22,697
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (33,191)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 577
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 731
<AVERAGE-NET-ASSETS> 343,715
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .32<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>ANNUALIZED.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AMT
BALANCED INVESTMENTS ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 04
<NAME> AMT BALANCED INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 156,214
<INVESTMENTS-AT-VALUE> 170,341
<RECEIVABLES> 33,108
<ASSETS-OTHER> 54
<OTHER-ITEMS-ASSETS> 5
<TOTAL-ASSETS> 203,508
<PAYABLE-FOR-SECURITIES> 33
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 154
<TOTAL-LIABILITIES> 187
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 176,675
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 3,240
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 17,911
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,495
<NET-ASSETS> 203,321
<DIVIDEND-INCOME> 697
<INTEREST-INCOME> 3,417
<OTHER-INCOME> 0
<EXPENSES-NET> (874)
<NET-INVESTMENT-INCOME> 3,240
<REALIZED-GAINS-CURRENT> 17,911
<APPREC-INCREASE-CURRENT> 5,495
<NET-CHANGE-FROM-OPS> 26,646
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 17,213
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 754
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 874
<AVERAGE-NET-ASSETS> 204,215
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .64<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>ANNUALIZED.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AMT
PARTNERS INVESTMENTS ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 05
<NAME> AMT PARTNERS INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 137,601
<INVESTMENTS-AT-VALUE> 143,518
<RECEIVABLES> 1,404
<ASSETS-OTHER> 24
<OTHER-ITEMS-ASSETS> 14
<TOTAL-ASSETS> 144,960
<PAYABLE-FOR-SECURITIES> 2,467
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 90
<TOTAL-LIABILITIES> 2,557
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 128,268
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 760
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 8,299
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,076
<NET-ASSETS> 142,403
<DIVIDEND-INCOME> 838
<INTEREST-INCOME> 304
<OTHER-INCOME> 0
<EXPENSES-NET> (382)
<NET-INVESTMENT-INCOME> 760
<REALIZED-GAINS-CURRENT> 8,299
<APPREC-INCREASE-CURRENT> 5,076
<NET-CHANGE-FROM-OPS> 14,135
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 142,403
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 313
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 382
<AVERAGE-NET-ASSETS> 84,669
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .67<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>ANNUALIZED.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AMT
GOVERNMENT INCOME INVESTMENTS ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 06
<NAME> AMT GOVERNMENT INCOME INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 2,285
<INVESTMENTS-AT-VALUE> 2,336
<RECEIVABLES> 65
<ASSETS-OTHER> 19
<OTHER-ITEMS-ASSETS> 22
<TOTAL-ASSETS> 2,442
<PAYABLE-FOR-SECURITIES> 212
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36
<TOTAL-LIABILITIES> 248
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,080
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 54
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 54
<NET-ASSETS> 2,194
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 74
<OTHER-INCOME> 0
<EXPENSES-NET> (20)
<NET-INVESTMENT-INCOME> 54
<REALIZED-GAINS-CURRENT> 6
<APPREC-INCREASE-CURRENT> 54
<NET-CHANGE-FROM-OPS> 114
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,086
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 20
<AVERAGE-NET-ASSETS> 1,689
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 1.77<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>ANNUALIZED.
</FN>
</TABLE>
