As filed with the Securities and Exchange Commission on April 29, 1997
File No. 811-8578
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 2
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.
Responses to certain Items required to be included in Part A of this
Registration Statement are incorporated herein by reference to Post- Effective
Amendment No. 22 to the Registration Statement of Neuberger&Berman Advisers
Management Trust ("N&B Trust") (1933 Act File No. 2-88566, 1940 Act File No.
811-4255, EDGAR accession No. 0000943663-97- 0000091), as filed with the
Securities and Exchange Commission (the "Commission") on March 28, 1997 ("Spoke
Registration Statement"). Part A of the Spoke Registration Statement includes
the joint prospectus of N&B Trust the ("Joint Prospectus") and the separate
prospectuses for each of the 7 portfolios of N&B Trust (collectively, "Spoke's
Part A").
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, LLC ("Neuberger & Berman") serves
as the sub-adviser of each Series. N&B Management also provides administrative
services to the Series.
Information on each Series' investment objective, the kinds of
securities in which each Series principally invests, other investment practices
of the Series, and risk factors associated with investments in the Series is
incorporated herein by reference to the sections entitled "Summary--Risk
Factors; Management; The Neuberger&Berman Investment Approach" and "Investment
Programs" in the Joint Prospectus in the Spoke's Part A. An explanation of
certain types of investments made by each Series is incorporated herein by
reference to the section entitled "Description of Investments" in the Joint
Prospectus in the Spoke's Part A. Additional
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investment techniques, features and limitations concerning the Series'
investment programs are described in Part B of this Registration Statement.
Item 5. Management of the Fund
A description of how the business of the Trust is managed is
incorporated herein by reference to the section entitled "Management and
Administration" in the Joint Prospectus in the Spoke's Part A. The following
list identifies the section of the Joint Prospectus in the Spoke's Part A under
which information required by Item 5 of Form N-1A may be found; each listed
section is incorporated herein by reference.
Item 5(a) Management and Administration -- Trustees and
Officers
Item 5(b) Management and Administration -- Investment
Manager, Administrator, Sub-Adviser, and
Distributor; Expenses
Item 5(c) Management and Administration -- Investment
Manager, Administrator, Sub-Adviser, and
Distributor
Item 5(d) Management and Administration -- Transfer and
Dividend Paying Agent
Item 5(e) Management and Administration -- Transfer and
Dividend Paying Agent
Item 5(f) Management and Administration -- Investment
Manager, Administrator, Sub-Adviser, and
Distributor
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. It is anticipated that AMT
International Investments, a Series of the Trust, will commence investment
operations on or about May 1, 1997. 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 had inadequate insurance and was unable to
meet its obligations (including indemnification obligations) out of its assets.
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Investments in a Series have no preemptive or conversion rights and are
fully paid and non-assessable to the Trust, 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
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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.
As of April 28, 1997, N&B Trust was, through its porrtfolios, the owner
of over 99% of the beneficial interest of 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 NAV next determined after an order is received by the Series. The NAV of
each Series is determined on each Business Day as of the Valuation Time.
Information on the time and method of valuation of the Series' assets
is incorporated herein by reference to the section entitled "Share Price and Net
Asset Value" in the Joint Prospectus in the Spoke's Part A.
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 NAV 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.
The Series reserve the right to pay withdrawals in kind. Unless
requested by an investor or deemed by N&B Management to be in the best interests
of investors in a Series as a group, a Series will not pay a withdrawal in kind
to an investor, except in situations where that investor may pay redemptions in
kind.
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
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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
Part B of this Registration Statement should be read only in
conjunction with Part A. Capitalized terms used in Part B and not otherwise
defined have the meanings given them in Part A of this Registration Statement.
Responses to certain Items required to be included in Part B of this
Registration Statement are incorporated herein by reference to the Spoke
Registration Statement. Part B of the Spoke Registration Statement includes the
joint Statement of Additional Information of N&B Trust (the "Spoke's 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................................................... 2
Control Persons and Principal Holders of Securities....................... 3
Brokerage Allocation and Other Practices.................................. 6
Capital Stock and Other Securities........................................ 6
Purchase, Redemption and Pricing of Securities............................ 7
Tax Status................................................................ 8
Underwriters.............................................................. 8
Calculation of Performance Data........................................... 8
Financial Statements...................................................... 8
Item 12. General Information and History
Not Applicable
Item 13. Investment Objectives and Policies
Part A contains information about the investment objectives, policies,
and limitations of each Series of the Trust. This section contains supplemental
information concerning the
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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.
Information on the fundamental and non-fundamental investment policies
and limitations of each Series, the types of securities bought and investment
techniques used by each Series, and certain risks attendant thereto, as well as
information on the Series' investment programs, is incorporated herein by
reference to the Section entitled "Investment Information" in the Spoke's Part
B. "Certain Risk Considerations" in the Spoke's Part B is also incorporated
herein by reference.
Item 14. Management of the Trust
Information about the Trustees and officers of the Trust, and their
roles in management of the Trust and other Neuberger&Berman Funds(R), is
incorporated herein by reference to the section entitled "Trustees and Officers"
in the Spoke's Part B.
The following table sets forth information concerning the compensation
of Trustees and officers of the Trust. None of the Neuberger&Berman Funds has
any retirement plan for its trustees or officers.
COMPENSATION TABLE
Total
Compensation
Aggregate From Trust
Name of Person, Compensation and Fund
Position From Trust(1) Complex Paid
to Trustees
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Stanley Egener, None None(2)
Chairman and Trustee
Faith Colish, $10,000 $50,000(3)
Trustee
Walter G. $10,250 $19,500(4)
Ehlers,
Trustee
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Leslie A. $9,250 $18,500
Jacobson,
Trustee
Robert M. $10,500 $20,000
Porter,
Trustee
Ruth E. $9,500 $19,000
Salzmann,
Trustee
Peter P. Trapp, $2,500 $5,000
Trustee
Lawrence None None(3)
Zicklin,
President and Trustee
(1) For the period from January 1 through December 31, 1996.
(2) Nine other investment companies.
(3) Five other investment companies.
(4) One other investment company.
Item 15. Control Persons and Principal Holders of Securities
As of April 28, 1997, each Series (with the exception of AMT
International Investments, which as of such date had not yet commenced
investment operations) could be deemed to be under the control of a
corresponding series of N&B Trust, a Delaware business Trust. As of
April 28, 1997, N&B Trust, through its portfolios ("Portfolios") was the
owner of over 99% of the beneficial interests of 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 currently offered to
life insurance companies for allocation to certain of their separate accounts
established for the purpose of funding variable
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annuity contracts and variable life insurance policies. Shares of beneficial
interest in the Balanced Portfolio of N&B Trust are also currently 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 investment 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.
Information about the holders of securities of the Portfolios of N&B
Trust is incorporated herein by reference to the Section entitled "Control
Persons and Principal Holders of Securities" in the Spoke's Part B.
Item 16. Investment Management and Other Services
Information on the investment management and other services provided
for or on behalf of each Series is incorporated herein by reference to the
sections entitled "Investment Management, Advisory and Administration Services",
"Trustees and Officers", "Custodian and Transfer Agent", Independent Auditors",
and "Legal Counsel" in the Spoke's Part B. The following list identifies the
specific sections in the Spoke's Part B under which the information required by
Item 16 of Form N-1A may be found; each listed section is incorporated herein by
reference.
Item 16(a) Investment Management, Advisory and
Administration Services -- Management
and Control of N&B Management
Item 16(b) Investment Management, Advisory and
Administration Services -- All
Portfolios and their corresponding
Series; Investment Management, Advisory
and Administration Services -- Sub-
Adviser
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Item 16(c) Not applicable
Item 16(d) Not applicable
Item 16(e) Not applicable
Item 16(f) Not applicable
Item 16(g) Not applicable
Item 16(h) Custodian and Transfer Agent;
Independent Auditors
Item 16(i) Not applicable
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, 1996 is as follows:
1995(1) 1996(2)
---- ----
AMT Balanced Investments $753,916 $ 922,203
AMT Liquid Asset Investments $25,225 $ 38,108
AMT Partners Investments $312,581 $ 2,119,916
AMT Limited Maturity Bond $576,781 $ 619,883
Investments
AMT Growth Investments $2,025,792 $ 3,011,031
AMT Government Income Investments $3,969 $ 10,138
(1) May 1 through December 31, 1995.
(2) One year ended December 31, 1996.
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Item 17. Brokerage Allocation and Other Practices
A description of each Series' brokerage allocation and other practices
is incorporated herein by reference to the section entitled "Portfolio
Transactions" in the Spoke's Part B.
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 an investor incurring financial
loss on account of such liability would be limited to circumstances in which the
Series had inadequate insurance and was unable to meet its obligations out of
its assets.
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
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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 willful 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, 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.
Although the Series' reliance on Rule 2a-7 and the Series' use of the amortized
cost valuation method should enable the Series, under most conditions, to
maintain a stable $1.00 share price, there can be no assurance that it will be
able to do so.
AMT Balanced (debt securities portion), Government Income and Limited
Maturity Bond Investments 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 of Managers Trust
believe accurately reflects fair value. The Series periodically verify
valuations provided by the pricing services. Short-term securities with
remaining maturities of less than 60 days may be valued at cost which, when
combined with interest earned, approximates market value.
AMT Balanced (equity portion), Growth and Partners Investments value
their equity securities (including options) listed on the NYSE, the American
Stock Exchange ("AMex"), 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 reported 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 of Managers Trust
believe accurately reflects fair value.
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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 of Managers Trust believe accurately
reflects fair value. AMT International Investments' portfolio securities are
listed primarily on foreign exchanges which may trade on days when the NYSE is
closed. As a result, the NAV of AMT International may be significantly affected
on days when shareholders have no access to the Series.
Each Series calculate its NAV as of the close of regular trading on the
NYSE, usually 4 p.m. Eastern Time.
Item 20. Tax Status
Information on taxation of the Series is incorporated herein by
reference to the section entitled "Additional Tax Information -- Taxation of the
Series" in the Spoke's Part B, substituting for "Portfolio" whenever used
therein either "investor in a Series" or "RIC investor" (i.e., an investor in a
Series that intends to qualify as a regulated investment company ("RIC") for
federal income tax purposes), as the context requires.
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, 1996 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
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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 fiscal year ended December 31, 1996.
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RATINGS OF SECURITIES
A description of corporate bond and commercial paper ratings is
incorporated herein by reference to "Appendix A --Ratings of Securities" in the
Spoke's Part B.
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ADVISERS MANAGERS TRUST
AMENDMENT NO. 2 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, 1996 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, 1996.
(b) Exhibits:
Exhibit
Number Description
(1) Amended and Restated Declaration of Trust of
Advisers Managers Trust. Incorporated by
reference to Amendment No. 1 to Registrant's
Registration Statement (File No. 811-8578,
EDGAR Accession No. 0000912057-96-007299).
(2) By-laws of Advisers Managers Trust.
Incorporated by reference to Amendment No. 1
to Registrant's Registration Statement (File
No. 811-8578, EDGAR Accession No.
0000912057-96-007299).
(3) Voting Trust Agreement. None.
(4) (a) Trust Instrument of Advisers Managers Trust,
Article IX, X. Incorporated by reference to
Amendment No. 1 to Registrant's Registration
Statement (File No. 811-8578, EDGAR
Accession No. 0000912057-96-007299).
(b) By-laws of Advisers Managers Trust, Articles
V, VI and VIII. Incorporated by reference to
Amendment No. 1 to Registrant's Registration
Statement (File No. 811-8578, EDGAR Accession
No. 0000912057-96-007299).
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PART C - Other Information
Page 2
(5) (a) Management Agreement Between Advisers
Managers Trust and Neuberger&Berman
Management Incorporated. Incorporated by
reference to Post-Effective Amendment No. 22
to the Registration Statement of
Neuberger&Berman Advisers Management Trust
(File Nos. 2-88566 and 811-4255, EDGAR
accession No. 0000943663-97-0000091).
(b) Sub-Advisory Agreement Between
Neuberger&Berman Management Incorporated and
Neuberger&Berman with Respect to Advisers
Managers Trust. Incorporated by reference to
Post-Effective Amendment No. 22 to the
Registration Statement of Neuberger&Berman
Advisers Management Trust (File Nos. 2-88566
and 811-4255, EDGAR accession No. 0000943663-
97-0000091).
(c) Substitution Agreement among Neuberger&Berman
Management Inc., Advisers Managers Trust,
Neuberger&Berman, L.P. and Neuberger&Berman,
LLC. Incorporated by reference to Post-
Effective Amendment No. 22 to the
Registration Statement of Neuberger&Berman
Advisers Management Trust (File Nos. 2-88566
and 811-4255, EDGAR accession No. 0000943663-
97-0000091).
(6) Distribution Agreement. None.
(7) Bonus, Profit Sharing or Pension Plans. None.
(8) (a) Custodian Contract Between Advisers Managers
Trust and State Street Bank and Trust
Company. Incorporated by reference to
Amendment No. 1 to Registrant's Registration
Statement (File No. 811-8578, EDGAR Accession
No. 0000912057-96-007299).
(b) Letter Agreement adding AMT International
Investments of Registrant to the Custodian
Contract, and amended Schedule A of the
Custodian Contract designating the series of
the Registrant subject to the Custodian
Agreement.*
(c) Schedule A to Custodian Contract designating
approved foreign banking institutions and
securities depositories.*
<PAGE>
PART C - Other Information
Page 3
(d) Custodian Fee Schedule.*
(9) (a) Transfer Agency Agreement Between Advisers
Managers Trust and State Street Bank and
Trust Company. Incorporated by reference to
Amendment No. 1 to Registrant's Registration
Statement (File No. 811-8578, EDGAR Accession
No. 0000912057-96-007299).
(b) Letter Agreement adding AMT International
Investments of Registrant to the Transfer
Agency Agreement, and amended Schedule A of
the Transfer Agency Agreement designating
the series of the Registrant subject to the
Transfer Agency Agreement.*
(c) Form of Fund Participation Agreement.
Incorporated by reference to Post-Effective
Amendment No. 22 to the Registration
Statement of Neuberger&Berman Advisers
Management Trust (File Nos. 2-88566 and 811-
4255, EDGAR accession No. 0000943663-97-
0000091).
(10) Opinion and Consent of Dechert Price &
Rhoads. None.
(11) (a) Opinion and Consent of Independent Auditors.
None.
(b) Powers of Attorney. Incorporated by reference
to Post-Effective Amendment No. 23 to the
Registration Statement of Neuberger&Berman
Advisers Management Trust (File Nos. 2-88566
and 811-4255, EDGAR accession No.
0000943663-97-0000091).
(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.
<PAGE>
PART C - Other Information
Page 4
Item 25. Persons Controlled By or Under Common Control with
Registrant
Neuberger&Berman Advisers Management Trust ("N&B Trust"),
through its series, as of April 28, 1997, was the owner of over 99% of the
beneficial interest of the Trust and each series thereof. Each operating series
of N&B Trust, which as of April 28, 1997 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 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 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 currently offered directly to qualified pension and retirement plans
("Qualified Plans"). Information on ownership of shares of certain of the
series of N&B Trust is incorporated herein by reference to Item 26 contained in
Part C of the Spoke Registration Statement.
Item 26. Number of Holders of Securities
As of April 28, 1997, the number of record holders of the
Series of the Registrant was as follows:
Title of Class Number of Record Holders
AMT Balanced Investments 2
AMT Growth Investments 2
AMT Liquid Assets Investments 2
AMT Limited Maturity Bond Investments 2
AMT Partners Investments 2
AMT Government Income Investments 2
As of that date, AMT International Investments had not yet commenced
investment operations.
<PAGE>
PART C - Other Information
Page 5
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 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
<PAGE>
PART C - Other Information
Page 6
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 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
<PAGE>
PART C - Other Information
Page 7
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, LLC ("Sub-Adviser") provides that in the absence of
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or of reckless disregard of its duties and obligations under the
Agreement, the Sub-Adviser will not be subject to liability for any act or
omission or any loss suffered by any Series of 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. 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
<PAGE>
PART C - Other Information
Page 8
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
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 principal of the Sub-Adviser is, or at any time during the
past two years has been, engaged for his or her own account or in the capacity
of director, officer, employee, partner or trustee is incorporated herein by
reference to Item 28 in Part C of the Spoke Registration Statement.
Item 29. Principle Underwriters
Not applicable.
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 Declaration of
Trust 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 Amendment No. 2 to the 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 28th day
of April, 1997.
ADVISERS MANAGERS TRUST
By: *_______________________
Lawrence Zicklin
President, Trustee and
Principal Executive Officer
*By: /s/ Stanley Egener
Stanley Egener
as Attorney-In-Fact
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
FILED
WITH
AMENDMENT NO. 2
TO THE
REGISTRATION STATEMENT
OF
ADVISERS MANAGERS TRUST
<PAGE>
INDEX TO EXHIBITS
(for Amendment No. 2)
Exhibit No.
Under Part C
of Form N-1A Name of Exhibit
8(b) Letter Agreement adding AMT International Investments
of Registrant to the Custodian Contract, and amended
Schedule A of the Custodian Contract designating the
series of the Registrant subject to the Custodian
Agreement.
8(c) Schedule A to Custodian Contract designating
approved foreign banking institutions and
securities depositories.
8(d) Custodian Fee Schedule.
9(b) Letter Agreement adding AMT International Investments
of Registrant to the Transfer Agency Agreement, and
amended Schedule A of the Transfer Agency Agreement
designating the series of the Registrant subject to
the Transfer Agency
Agreement.
17 Financial Data Schedules.
VIA FEDERAL EXPRESS
Sharon Baker Morin, Esq.
State Street Bank and Trust Company
1776 Heritage Drive
Mail Stop A4N
North Quincy, Massachusetts 02171-2197
Dear Ms. Morin,
Pursuant to section 17 of the custody contract between State Street
Bank & Trust Company ("State Street") and Advisers Managers Trust dated as of
May 1, 1995, we request that AMT International Investments be added as a series
governed by that custody contract. The addition of these series is effective as
of May 1, 1997. Please indicate State Street's acceptance of this request by
having a duly authorized officer of State Street sign in the space indicated
below.
Sincerely,
Name: Michael J. Weiner
Title: Vice President
Advisers Managers Trust
Accepted by State Street
Bank and Trust Company
Name:
Title:
<PAGE>
SCHEDULE A
ADVISERS MANAGERS TRUST
CUSTODIAN CONTRACT
SERIES Date Added to Agreement
AMT Growth Investments May 1, 1995
AMT Partners Investments May 1, 1995
AMT Balanced Investments May 1, 1995
AMT Government Income Investments May 1, 1995
AMT Limited Maturity Bond Investments May 1, 1995
AMT Liquid Asset Investments May 1, 1995
AMT International Investments May 1, 1997
SCHEDULE A
ADVISERS MANAGERS TRUST
The following foreign banking institutions and foreign securities
depositories have been approved by the boards of trustees of the above mentioned
trust as sub-custodians for the securities and other assets:
Citibank, N.A. (Caja de Valores) (Argentina)
Westpac Banking Corp. (Austraclear/RITS) (Australia)
GiroCredit Bank Aktiengesellschaft der Sparkassen (OEKB) (Austria)
Generale Bank (C.I.K./Banque Nationale de Belgique) (Belgium)
Citibank, N.A. (BOVESPA, CETIP, Banco Central do Brazil) (Brazil)
Canada Trustco Mortgage Company (CDS) (Canada)
Citibank, N.A. (Chile)
The Hong Kong and Shanghai Banking Corporation Limited, Shanghai and Shezhen
Branches (SSCCR, SSCC) (China)
Cititrust Colombia S.A. Sociedad Fiduciaria (Colombia)
Ceskoslovenska Obchodni Bank A.S. (SCP/Czech National Bank) (Czech Republic)
Den Danske Bank (VP-Centralen) (Denmark)
Merita Bank Limited (Central Share Register) of Finland/Helsinki Money Market
Center (Finland)
Banque Paribas (SICOVAM/Banque de France) (France)
<PAGE>
Dresdner Bank AG (Kassenverein) (Germany)
National Bank of Greece S.A. (Apothetirion Titlon A.E.) (Greece)
Standard Chartered Bank, Hong Kong (CCASS) (Hong Kong)
Citibank Budapest Rt. (KELER, Ltd) (Hungary)
Deutsche Bank AG, The Hong Kong and Shanghai Banking Corporation Limited (India)
Standard Chartered Bank (Indonesia)
Bank of Ireland (Central Bank of Ireland/GSO) (Ireland)
Bank Hapoalim B.M. (The Clearing House of the Tel Aviv Stock Exchange) (Israel)
Morgan Guaranty Trust Company and Banque Paribas (Monte Titoli S.p.A./Banca
d'Italia) (Italy)
Sumitomo Trust & Banking Company, Limited and The Fuji Bank, Limited
(JASDEC/Bank of Japan) (Japan)
Euroclear (Luxembourg)
Standard Chartered Bank Malaysia Berhad (MCD) (Malaysia)
Citibank Mexico, S.A. (INDEVAL/Banco de Mexico) (Mexico)
Banque Comerciale du Maroc (Morocco)
<PAGE>
Mees Pierson N.V. (NECIGEF) (The Netherlands)
ANZ Banking Group (NZ) Ltd. (NZCSD) (New Zealand)
Christiania Bank og Kreditkasse (VPS) (Norway)
Deutsche Bank AG (Pakistan)
Citibank, N.A. (CAVAL) (Peru)
Standard Chartered Bank (the Philippines)
Citibank Poland, S.A. (The National Depository of Securities/National Bank of
Poland) (Poland)
Banco Comercial Portgues (Central de Valores Mobiliarios) (Portugal)
Credit Suisse-Zurich via/Credit Suisse (Moscow) Limited (Russia)
The Development Bank of Singapore, Limited (CDP) (Singapore)
Ceskoslovenska Obchodna Banka, A.S., (SCP/National Bank of Slovakia) (the Slovak
Republic)
<PAGE>
Standard Bank of South Africa Ltd. (The Central Depository Limited) (South
Africa)
SEOULBANK (KSD) (South Korea)
Banco Santander, S.A. (SCLV/Banco de Espana) (Spain)
Skandinaviska Enskilda Banken (VPC) (Sweden)
Union Bank of Switzerland (SEGA) (Switzerland)
Central Trust of China (TSCD) (Taiwan)
Standard Chartered Bank, Bangkok (TSD) (Thailand)
Citibank, N.A., Takas ve Saklama Bankasi A.S./Central Bank of Turkey) (Turkey)
State Street Bank and Trust Co. (CGO/CMO) (United Kingdom)
Citibank, N.A. (Venezuela)
The Euroclear System
Cedel Bank societe anonyme
ADVISERS MANAGERS TRUST
/s/ Michael J. Weiner
Name: Michael J. Weiner
Date: November 21, 1996
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
NEUBERGER AND BERMAN FUND COMPLEX
Equity Managers Trust:
o Neuberger and Berman Focus Portfolio
o Neuberger and Berman Genesis Portfolio
o Neuberger and Berman Guardian Portfolio
o Neuberger and Berman Manhattan Portfolio
o Neuberger and Berman Partners Portfolio
o Neuberger and Berman Socially Responsive Portfolio
Income Managers Trust:
o Neuberger and Berman Cash Reserves Portfolio
o Neuberger and Berman Government Money Portfolio
o Neuberger and Berman Limited Maturity Bond Portfolio
o Neuberger and Berman Municipal Money Portfolio
o Neuberger and Berman Municipal Securities Portfolio
o Neuberger and Berman New York Insured Intermediate Portfolio
o Neuberger and Berman Ultra Short Bond
Advisers Managers Trust:
o AMT Balanced Investments
o AMT Government Income Investments
o AMT Growth Investments
o AMT International Investments
o AMT Limited Maturity Bond Investments
o AMT Liquid Asset Investments
o AMT Partners Investments
<PAGE>
I. ADMINISTRATION
Custody, Portfolio and Fund Accounting Service: Maintain custody of fund assets.
Settle portfolio purchases and sales. Report buy and sell fails. Determine and
collect portfolio income. Make cash disbursements and report cash transactions.
Maintain investment ledgers, provide selected portfolio transactions, position
and income reports. Maintain general ledger and capital stock accounts. Prepare
daily trial balance. Calculate net asset value daily. Provide selected general
ledger reports. Securities yield or market value quotations will be provided to
State Street by sources authorized by the funds.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average monthly net assets.
ANNUAL FEE PER PORTFOLIO
Custody, Portfolio
Fund Net Assets and Fund Accounting
$0 - $20 million .075%
$20 - $100 million .037%
$100 - $200 million .028%
$200 - $500 million .014%
Over - $500 million .013%
II. GLOBAL CUSTODY
These fees are divided into two categories: Transaction Charges and Holdings
Charges which are calculated based on the following groups:
<PAGE>
A. Country Grouping
Group A Group B Group C Group D Group E Group F
USA Austria Australia Denmark Indonesia Argentina
Canada Belgium Finland Malaysia Bangladesh
Euroclear Hong Kong France Philippines Brazil
Germany Netherlands Ireland Portugal Chile
Japan New Zealand Italy So. Korea China
Singapore Luxembourg Spain Colombia
Switzerland Mexico Sri Lanka Czech Republic
Norway Sweden Cyprus
Thailand Taiwan Greece
U.K. Hungary
India
Israel
Morocco
Pakistan
Peru
Poland
So. Africa
Turkey
Uruguay
Venezuela
B. Transaction Charges
Group A Group B Group C Group D Group E Group F
State Street Bank
Repos or Euros - $7.00
$25 $50 $60 $70 $160
DTC or Fed Book Entry
- $12.00
All Other - $25.00
C. Holdings Charges
Group A Group B Group C Group D Group E Group F
1.5 5.0 6.0 10.0 25.0 40.0
<PAGE>
III. Portfolio Trades - For Each Line Item Processed
State Street Bank Repos $ 7.00
DTC of Fed Book Entry $12.00
New York Physical Settlements $25.00
Maturity Collection (NY Physical Items Only) $ 8.00
All Other Trades $16.00
IV. Options
Option charge for each option written or closing
contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
V. Lending of Securities
Deliver loaned securities versus cash collateral $20.00
Deliver loaned securities versus securities
collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt
of loaned securities $15.00
Deliver securities collateral versus receipt
of loaned securities $25.00
Loan administration - mark-to-market per day
per loan $ 3.00
<PAGE>
VI. Interest Rate Futures
Transactions - no security movement $ 8.00
VII. Pricing Service
Monthly Quote Charge (based on average number of
positions in portfolio) $ 6.00
VIII. Holdings Charge
For each issue maintained - monthly charge $ 5.00
IX. Principal Reduction Payments
Per Paydown $10.00
X. Dividend/Interest Collection Charges
For items held at the request of traders over record
date in street form $50.00
XI. Spoke Configuration
Annual fee of $10,000 per each series in each Spoke Entity.
Spoke Entries:
Neuberger and Berman Equity Funds (except N & B International Fund)
Neuberger and Berman Equity Trust
Neuberger and Berman Income Funds
Neuberger and Berman Advisers Management Trust
Neuberger and Berman Equity Assets
<PAGE>
XII. Special Services
Fees for activities of a non-recurring nature such as fund consolidations or
reorganizations, extraordinary security shipments and the preparation of special
reports will be subject to negotiation. Yield calculation and other special
items will be negotiated separately.
XIII. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out-of-pocket expenses include, but are not limited to
the following:
o Wire charges relative to custodian functions $5.25 per wire in and
$5.00 out)
o Postage and insurance
o Courier Service
o Duplicating
o Legal fees in jointly agreed upon situations
o Supplies related to fund records
o Rush transfer - $8.00 each
o Transfer fees
o Sub-custodian charges
o Price Waterhouse audit letter
o Federal Reserve fee for return check items over $2,500 - $4.25
o GNMA Transfer - $15 each
XIV. Payment and Earnings Credit
The above fees will be charged against the fund's custodian checking account
five (5) days after the invoice is mailed to the fund's offices, contingent on
fund approval.
An earnings credit of 75% of the 90 Day T-Bill rate will be applied for fund
balances.
NEUBERGER & BERMAN STATE STREET BANK AND
FUND COMPLEX TRUST
By: /s/ Michael J. Weiner By: /s/ Kevin Griffin
Title: Vice President, Title: Vice President
Advisers Managers Trust
Date: 7/31/96 Date: 7/31/96
VIA FEDERAL EXPRESS
Sharon Baker Morin, Esq.
State Street Bank and Trust Company
1776 Heritage Drive
Mail Stop A4N
North Quincy, Massachusetts 02171-2197
Dear Ms. Morin,
Pursuant to section 9 of the transfer agency and service contract
between State Street Bank & Trust Company ("State Street") and Advisers Managers
Trust dated as of May 1, 1995, we request that AMT International Investments be
added as a series governed by that contract. The addition of these series is
effective as of May 1, 1997. Please indicate State Street's acceptance of this
request by having a duly authorized officer of State Street sign in the space
indicated below.
Sincerely,
Name: Michael J. Weiner
Title: Vice President
Advisers Managers Trust
Accepted by State Street
Bank and Trust Company
Name:
Title:
cc: Paul Alfama, BFDS
<PAGE>
ADVISERS MANAGERS TRUST
TRANSFER AGENCY AND SERVICE AGREEMENT
SCHEDULE A
SERIES Date Made a Party to Agreement
AMT Balanced Investments May 1, 1995
AMT Growth Investments May 1, 1995
AMT Liquid Asset Investments May 1, 1995
AMT Limited Maturity Bond Investments May 1, 1995
AMT Partners Investments May 1, 1995
AMT Government Income Investments May 1, 1995
AMT International Investments May 1, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
AMT Liquid Asset Investments Annual Report 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-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 13,535
<INVESTMENTS-AT-VALUE> 13,535
<RECEIVABLES> 9
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 2
<TOTAL-ASSETS> 13,561
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9
<TOTAL-LIABILITIES> 9
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12,272
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,280
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 13,552
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 827
<OTHER-INCOME> 0
<EXPENSES-NET> (83)
<NET-INVESTMENT-INCOME> 744
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 744
<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> (18,664)
<ACCUMULATED-NII-PRIOR> 536
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 38
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 83
<AVERAGE-NET-ASSETS> 15,244
<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> .54
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
</FN>
</TABLE>
<TABLE> <S> <C>
<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-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 488,012
<INVESTMENTS-AT-VALUE> 567,966
<RECEIVABLES> 3,165
<ASSETS-OTHER> 86
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 571,220
<PAYABLE-FOR-SECURITIES> 2,259
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 322
<TOTAL-LIABILITIES> 2,581
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 394,669
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,409
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 92,607
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 79,954
<NET-ASSETS> 568,639
<DIVIDEND-INCOME> 3,336
<INTEREST-INCOME> 191
<OTHER-INCOME> 0
<EXPENSES-NET> (3,305)
<NET-INVESTMENT-INCOME> 222
<REALIZED-GAINS-CURRENT> 51,132
<APPREC-INCREASE-CURRENT> (2,450)
<NET-CHANGE-FROM-OPS> 48,904
<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> (32,171)
<ACCUMULATED-NII-PRIOR> 1,187
<ACCUMULATED-GAINS-PRIOR> 41,475
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,011
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,305
<AVERAGE-NET-ASSETS> 564,706
<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
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<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-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 261,294
<INVESTMENTS-AT-VALUE> 259,817
<RECEIVABLES> 3,359
<ASSETS-OTHER> 68
<OTHER-ITEMS-ASSETS> 4
<TOTAL-ASSETS> 263,248
<PAYABLE-FOR-SECURITIES> 6,353
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 91
<TOTAL-LIABILITIES> 6,444
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 224,856
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 30,631
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,765
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,448)
<NET-ASSETS> 256,804
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 16,829
<OTHER-INCOME> 0
<EXPENSES-NET> (816)
<NET-INVESTMENT-INCOME> 16,013
<REALIZED-GAINS-CURRENT> (325)
<APPREC-INCREASE-CURRENT> (4,051)
<NET-CHANGE-FROM-OPS> 11,637
<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> (68,819)
<ACCUMULATED-NII-PRIOR> 14,618
<ACCUMULATED-GAINS-PRIOR> 3,090
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 620
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 816
<AVERAGE-NET-ASSETS> 247,954
<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> .33
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
</FN>
</TABLE>
<TABLE> <S> <C>
<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-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 159,638
<INVESTMENTS-AT-VALUE> 173,552
<RECEIVABLES> 1,977
<ASSETS-OTHER> 42
<OTHER-ITEMS-ASSETS> 8
<TOTAL-ASSETS> 179,579
<PAYABLE-FOR-SECURITIES> 1,971
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 112
<TOTAL-LIABILITIES> 2,083
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 126,418
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 7,058
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 26,095
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 13,925
<NET-ASSETS> 173,496
<DIVIDEND-INCOME> 597
<INTEREST-INCOME> 4,308
<OTHER-INCOME> 0
<EXPENSES-NET> (1,087)
<NET-INVESTMENT-INCOME> 3,818
<REALIZED-GAINS-CURRENT> 8,184
<APPREC-INCREASE-CURRENT> (201)
<NET-CHANGE-FROM-OPS> 11,801
<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> (29,825)
<ACCUMULATED-NII-PRIOR> 3,240
<ACCUMULATED-GAINS-PRIOR> 17,911
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 922
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,087
<AVERAGE-NET-ASSETS> 167,674
<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> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<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-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 607,663
<INVESTMENTS-AT-VALUE> 678,822
<RECEIVABLES> 904
<ASSETS-OTHER> 23
<OTHER-ITEMS-ASSETS> 29
<TOTAL-ASSETS> 679,778
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 357
<TOTAL-LIABILITIES> 357
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 557,694
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 4,495
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 46,073
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 71,159
<NET-ASSETS> 679,421
<DIVIDEND-INCOME> 5,007
<INTEREST-INCOME> 1,078
<OTHER-INCOME> 0
<EXPENSES-NET> (2,350)
<NET-INVESTMENT-INCOME> 3,735
<REALIZED-GAINS-CURRENT> 37,774
<APPREC-INCREASE-CURRENT> 65,242
<NET-CHANGE-FROM-OPS> 106,751
<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> 537,018
<ACCUMULATED-NII-PRIOR> 760
<ACCUMULATED-GAINS-PRIOR> 8,299
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,120
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,350
<AVERAGE-NET-ASSETS> 391,889
<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> .60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
</FN>
</TABLE>
<TABLE> <S> <C>
<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-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 3,598
<INVESTMENTS-AT-VALUE> 3,585
<RECEIVABLES> 103
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 18
<TOTAL-ASSETS> 3,721
<PAYABLE-FOR-SECURITIES> 255
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5
<TOTAL-LIABILITIES> 260
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,276
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 206
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (13)
<NET-ASSETS> 3,461
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 191
<OTHER-INCOME> 0
<EXPENSES-NET> (39)
<NET-INVESTMENT-INCOME> 152
<REALIZED-GAINS-CURRENT> (15)
<APPREC-INCREASE-CURRENT> (64)
<NET-CHANGE-FROM-OPS> 73
<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> 1,267
<ACCUMULATED-NII-PRIOR> 54
<ACCUMULATED-GAINS-PRIOR> 7
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 39
<AVERAGE-NET-ASSETS> 2,896
<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> 1.34
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
