As filed with the Securities and Exchange Commission on April 30, 1998
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. 4
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
1775 Eye Street, N.W.
Washington, D.C. 20006
<PAGE>
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. Nevertheless, 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.
<PAGE>
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. 26 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. 0000943663-98-000123), as filed with the
Securities and Exchange Commission (the "Commission") on April 28, 1997
("Statement 26"). Part A of Statement 26 includes the joint prospectus of N&B
Trust ("Joint Prospectus") and the separate prospectuses for each of the
portfolios of N&B Trust currently offered by N&B Trust.
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 May 24,
1994, as amended April 26, 1995. Beneficial interests in the Trust are divided
into nine 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, AMT International Investments, AMT Mid-Cap Growth Investments and
AMT Guardian 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. AMT Government Income Investments is no longer offered for
investment. 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' (except with respect to AMT Government
Income Investments), 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 from the sections entitled "Summary--Risk Factors; Management; The
Neuberger & Berman Investment Approach" and "Investment Programs" in the Joint
Prospectus in Part A of Statement 26 ("Statement 26 Part A"). An explanation of
certain types of investments made by each Series (except with respect to AMT
Government Income Investments) is incorporated herein by reference to the
section entitled "Description of Investments" in the Joint Prospectus in
Statement 26 Part A. Additional 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 Statement 26 Part A. The following
list identifies the section of the Joint Prospectus in Statement 26 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
During the fiscal year ended December 31, 1997, the Series bore total
operating expenses as a percentage of average daily net assets as follows:
AMT Balanced Investments 0.65%
AMT Growth Investments 0.58%
AMT Limited Maturity Bond Investments 0.32%
AMT Liquid Asset Investments 0.55%
AMT Partners Investments 0.54%
AMT Guardian and Mid-Cap Growth Investments commenced investment
operations on November 3, 1997, and AMT International Investment had not
commenced investment operations as of April 28, 1998. 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, investment management fees, brokerage fees, accounting and legal fees, the
compensation of trustees who are not affiliated with N&B Management, and custody
fees and expenses.
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 eight operating series. As of April 28, 1998, AMT
International Investments had not yet commenced investment operations. The Trust
reserves the right to create and issue additional series.
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. 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 (except for purposes of
effecting a merger, consolidation, sale, lease, or exchange of all or
substantially all of the assets of the Trust or Series or, with approval of the
Trustees, of an investor therein), 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.
Nevertheless, 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.
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 investor in a Series may add to or reduce his investment in the
Series on each Business Day. 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").
At each Valuation Time, the value of each investor's beneficial
interest in a Series will be determined by multiplying the Series' NAV 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 NAV 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, investors are not
subject to any income tax. Nonetheless, 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 and 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, 1998, N&B Trust was, through portfolios, the owner of
over 99% of the value of the outstanding interests in the Trust and each
operational series thereof. Nonetheless, 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 Statement 26 Part A.
There is no minimum initial or subsequent investment in any Series.
However, because each Series intends at all times to be as fully invested as is
reasonably practicable, investments in each Series must be made in federal funds
(i.e., monies credited to the account of the Series' custodian bank by a Federal
Reserve Bank. 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 three days, except as extensions may be
permitted by law.
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, except as set forth
under "Item 6: Capital Stock and Other Securities" above.
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.
<PAGE>
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 to 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 Statement 26.
Part B of Statement 26 includes the Joint Statement of Additional Information of
N&B Trust with respect to all Series except the Government Income Portfolio of
N&B Trust, which is no longer offered for investment by N&B Trust ("Statement 26
Part B").
Item 10. Cover Page
Not Applicable
Item 11. Table of Contents
General Information and History......................................1
Investment Objectives and Policies...................................2
Management of the Trust..............................................2
Control Persons and Principal Holders of Securities..................3
Investment Management and Other Services.............................4
Brokerage Allocation and Other Practices.............................5
Capital Stock and Other Securities...................................5
Purchase, Redemption and Pricing of Securities.......................6
Tax Status...........................................................6
Underwriters.........................................................6
Calculation of Performance Data .....................................6
Financial Statements.................................................7
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 currently being offered by the
Trust. This section contains supplemental information concerning the investment
policies and portfolio strategies that those 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 Statement 26 Part
B. "Certain Risk Considerations" in Statement 26 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 Statement 26 Part B.
<PAGE>
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
<TABLE>
<CAPTION>
Total Compensation from Trust and
Fund Complex Paid to Trustee
Name of Person Aggregate Compensation From
and Position Trust(1)
<S> <C> <C>
Stanley Egener, Chairman and Trustee None None(2)
Faith Colish, Trustee $15,750 $61,500(3)
Walter G. Ehlers, Trustee $16,000 $31,000(4)
Anne Harvey, Trustee None None(4)
Leslie A Jacobson, Trustee $15,000 $30,000(4)
Robert M. Porter, Trustee $15,750 $31,000(4)
Ruth E. Salzmann, Trustee $15,250 $30,500(4)
Peter P. Trapp, Trustee $15,000 $30,000(4)
Lawrence Zicklin, President and Trustee None None(3)
<FN>
(1)......For the period from January 1 through December 31, 1997.
(2)......Nine other investment companies.
(3)......Five other investment companies.
(4)......One other investment company.
</FN>
</TABLE>
Item 15. Control Persons and Principal Holders of Securities
As of April 28, 1998, 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,
1998, N&B Trust, through its portfolios ("Portfolios") was the owner of over 99%
of the value of the outstanding interests in the Trust and each operational
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 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 investment companies investing in any
Series will follow the same or a similar practice.
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 Statement 26 Part B.
The address of N&B Trust is 605 Third Avenue, 2nd Floor, New York, NY
10158-0180.
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 Statement 26 Part B. The following list identifies the
specific sections in Statement 26 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
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, 1997 is as follows:
<TABLE>
<CAPTION>
1995(1) 1996 1997
------- ---- ----
<S> <C> <C> <C>
AMT Balanced Investments $ 753,916 $ 922,203 $1,006,276
AMT Liquid Asset Investments $ 25,225 $ 38,108 $ 35,361
AMT Partners Investments $ 312,581 $ 2,119,916 $5,816,710
AMT Limited Maturity Bond Investments $ 576,781 $ 619,883 $ 631,903
AMT Growth Investments $ 2,025,792 $ 3,011,031 $3,405,928
AMT Guardian Investments ---- ---- $257
AMT Mid-Cap Growth Investments ---- ---- $440
<FN>
(1) May 1 through December 31, 1995.
</FN>
</TABLE>
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 Statement 26 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)
investors holding at least 10% of the interests in a Series (if the meeting
relates solely to that Series), or investors holding at least 10% of the
interests in the Trust (if the meeting relates to the Trust and not specifically
to a Series) requests in writing a meeting 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
the lesser of (1) 67% of the total units of beneficial interest of the Series
present or represented at a meeting at which more than 50% of the outstanding
units of beneficial interest of the Series are present or represented by proxy
or (2) a majority of the outstanding units of beneficial interest of the Series
requests in writing a meeting of investors. 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, subject to the provisions of the 1940 Act, the Trust may
maintain 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 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 or she 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 or her 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.
Item 20. Tax Status
Information on taxation of the Series is incorporated herein by
reference to the section entitled "Additional Tax Information -- Taxation of
each Series" in Statement 26 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, 1997 for Advisers Managers Trust (with respect to AMT Balanced
Investments, AMT Growth Investments, AMT Guardian Investments, AMT Limited
Maturity Bond Investments, AMT Liquid Asset Investments, AMT Mid-Cap Growth
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 fiscal year ended
December 31, 1997.
RATINGS OF SECURITIES
A description of corporate bond and commercial paper ratings is incorporated
herein by reference to "Appendix A -- Ratings of Securities" in Statement 26
Part B.
<PAGE>
PART C - Other Information
Page 9
ADVISERS MANAGERS TRUST
AMENDMENT NO. 4 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, 1997 for Advisers Managers Trust (with respect to AMT Balanced
Investments, AMT Growth Investments, AMT Guardian Investments, AMT Limited
Maturity Bond Investments, AMT Liquid Asset Investments, AMT Mid-Cap Growth
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, 1997.
(b) Exhibits:
Exhibit
Number Description
(1) (a) 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).
(b) Establishment and Designation of new series
of Registrant and Schedule A identifying
series of Registrant. Incorporated by
reference to Amendment No. 3 to Registrant's
Registration Statement (File No. 811-8578,
EDGAR accession No. 0000943663-97-000260).
(c) Form of Amendment to the Declaration of
Trust. Filed herewith.
(2) (a) 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).
(b) Amendments to the By-Laws. Filed herewith.
(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).
(5) (a) ManagementAgreement 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).
(d) Schedule designating Series of Registrant
subject to the Management Agreement.
Incorporated by reference to Post-Effective
Amendment No. 25 to the Registration
Statement of Neuberger & Berman Advisers
Management Trust (File Nos. 2-88566 and
811-4255, EDGAR accession No.
0000943663-97-000256).
(e) Schedule designating Series of Registrant
subject to the Sub-Advisory Agreement.
Incorporated by reference to Post-Effective
Amendment No. 25 to the Registration
Statement of Neuberger & Berman Advisers
Management Trust (File Nos. 2-88566 and
811-4255, EDGAR accession No.
0000943663-97-000256).
(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. Incorporated by reference to
Amendment No. 2 to Registrant's Registration
Statement (File No. 811-8578, EDGAR accession
No. 0000943663-97-000103).
(c) Schedule A to Custodian Contract designating
approved foreign banking institutions and
securities depositories. Incorporated by
reference to Post-Effective Amendment No. 26
to the Registration Statement of Neuberger &
Berman Advisers Management Trust (File Nos.
2-88566 and 811-4255, EDGAR accession No.
0000943663-98-000123).
(d) Custodian Fee Schedule. Incorporated by
reference to Amendment No. 2 to Registrant's
Registration Statement (File No. 811-8578,
EDGAR accession No. 0000943663-97-000103).
(e) Form of Letter Agreement adding AMT Mid-Cap
Growth Investments and AMT Guardian
Investments to the Custodian Contract and
Transfer Agency Agreement. Incorporated by
reference to Amendment No. 3 to Registrant's
Registration Statement (File No. 811-8578,
EDGAR accession No. 0000943663-97-000260).
(f) Schedule designating Series of Registrant
subject to Custodian Contract. Incorporated
by reference to Amendment No. 3 to
Registrant's Registration Statement (File No.
811-8578, EDGAR accession No.
0000943663-97-000260).
(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. Incorporated by reference
to Amendment No. 2 to Registrant's
Registration Statement (File No. 811-8578,
EDGAR accession No. 0000943663-97-000103).
(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).
(d) Schedule designating the Series of Registrant
subject to the Transfer Agency Agreement.
Incorporated by reference to Amendment No. 3
to Registrant's Registration Statement (File
No. 811-8578, EDGAR accession No.
0000943663-97-000260).
(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
Not applicable.
Item 26. Number of Holders of Securities
As of April 28, 1998, 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 Guardian Investments 2
AMT Liquid Assets Investments 2
AMT Limited Maturity Bond Investments 2
AMT Mid-Cap Growth Investments 2
AMT Partners Investments 2
AMT Government Income Investments 2
As of April 28, 1998, AMT International Investments had not yet
commenced investment operations.
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 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" (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 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; or (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 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 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 Statement 26.
Item 29. Principal 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
By-Laws, minutes of meetings of the Registrant's Trustees and shareholders and
the Registrant's policies and contracts, which are maintained at the offices of
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. 4 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 27th day
of April 1998.
ADVISERS MANAGERS TRUST
By: /s/ Lawrence Zicklin
Lawrence Zicklin
President, Trustee and
Principal Executive Officer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
FILED
WITH
AMENDMENT NO. 4
TO THE
REGISTRATION STATEMENT
OF
ADVISERS MANAGERS TRUST
<PAGE>
INDEX TO EXHIBITS
(for Amendment No. 3)
Exhibit No
Under Part C
of Form N-1A Name of Exhibit
1(c) Form of Amendment to the Declaration of Trust.
2(b) Amendment to the By-Laws.
17 Financial Data Schedules.
ADVISERS MANAGERS TRUST
Form of Amendment to the Declaration of Trust
The undersigned, being a majority of the Trustees of Advisers Managers
Trust (the "Trust"), a New York common law trust, acting pursuant to Article
10.4 of the Trust's Amended and Restated Declaration of Trust dated April 26,
1995 ("Declaration of Trust"), hereby amends Article VI of the Declaration of
Trust.
The first sentence of Article VI, Section 6.1 is hereby
amended as follows (new text underlined, deleted text struckthrough):
6.1. Interests. The beneficial interest in the Trust
Property shall consist of [begin strikethrough] non-transferable
[end strikethrough] [begin underline] Interests that are
non-transferable except to the extent transfer is permitted by
Section 6.3 hereof. [end underline]
The following new Section 6.3 of Article VI is added to the
Declaration of Trust:
6.3. Transferability. A Holder may transfer its Interest for
purposes of effecting a merger or consolidation of the Trust or any one
or more Series thereof, or a sale, lease or exchange of all or
substantially all of the Trust Property or the assets belonging to one
or more Series, as applicable, or, with approval of the Board of
Trustees, for the purposes of effecting a merger or consolidation of
the Holder or any one or more series of Holders or a sale, lease or
exchange of all or substantially all of the property or the assets
belonging to a Holder or one or more series of Holders.
<PAGE>
The undersigned have executed this instrument this ___ day of ____,
1998.
--------------------
Stanley Egener
--------------------
Lawrence Zicklin
--------------------
Faith Colish
--------------------
Walter G. Ehlers
--------------------
C. Anne Harvey
--------------------
Leslie A. Jacobson
--------------------
Robert M. Porter
--------------------
Ruth E. Salzmann
--------------------
Peter P. Trapp
ADVISERS MANAGERS TRUST
Amendment to the By-Laws
The undersigned, being the duly appointed Secretary of Advisers
Managers Trust (the "Trust"), a New York common law trust, hereby certifies that
Article X of the By-Laws of the Trust dated May 24, 1994 was amended as follows
by the vote of the Trustees of the Trust pursuant to Article VIII, Section I of
the By-Laws at a meeting of the Trustees on November 11, 1997 (deleted text
struckthrough):
[begin strikethrough] 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. 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. [end strikethrough]
IN WITNESS WHEREOF, the undersigned has executed this instrument this
20th day of April, 1998.
-----------------------
Claudia Brandon
Secretary
Advisers Managers Trust
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman 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-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 13,829
<INVESTMENTS-AT-VALUE> 13,829
<RECEIVABLES> 39
<ASSETS-OTHER> 11
<OTHER-ITEMS-ASSETS> 4
<TOTAL-ASSETS> 13,883
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10
<TOTAL-LIABILITIES> 10
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,880
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,994
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 13,873
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 792
<OTHER-INCOME> 0
<EXPENSES-NET> (78)
<NET-INVESTMENT-INCOME> 714
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 713
<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> 321
<ACCUMULATED-NII-PRIOR> 1,280
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 35
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 78
<AVERAGE-NET-ASSETS> 14,144
<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
<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
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-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 500,201
<INVESTMENTS-AT-VALUE> 584,059
<RECEIVABLES> 9,830
<ASSETS-OTHER> 58
<OTHER-ITEMS-ASSETS> 9
<TOTAL-ASSETS> 593,956
<PAYABLE-FOR-SECURITIES> 4,421
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,108
<TOTAL-LIABILITIES> 7,529
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 254,023
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2,747
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 245,799
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 83,858
<NET-ASSETS> 586,427
<DIVIDEND-INCOME> 3,517
<INTEREST-INCOME> 1,541
<OTHER-INCOME> 0
<EXPENSES-NET> (3,720)
<NET-INVESTMENT-INCOME> 1,338
<REALIZED-GAINS-CURRENT> 153,192
<APPREC-INCREASE-CURRENT> 3,904
<NET-CHANGE-FROM-OPS> 158,434
<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> 17,788
<ACCUMULATED-NII-PRIOR> 1,409
<ACCUMULATED-GAINS-PRIOR> 92,607
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,406
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,720
<AVERAGE-NET-ASSETS> 643,685
<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> .58
<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-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 245,604
<INVESTMENTS-AT-VALUE> 246,935
<RECEIVABLES> 3,906
<ASSETS-OTHER> 43
<OTHER-ITEMS-ASSETS> 4
<TOTAL-ASSETS> 250,888
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 230
<TOTAL-LIABILITIES> 230
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 201,084
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 47,587
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,120
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 867
<NET-ASSETS> 250,658
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 17,775
<OTHER-INCOME> 0
<EXPENSES-NET> (819)
<NET-INVESTMENT-INCOME> 16,956
<REALIZED-GAINS-CURRENT> (1,645)
<APPREC-INCREASE-CURRENT> 2,315
<NET-CHANGE-FROM-OPS> 17,626
<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> (6,146)
<ACCUMULATED-NII-PRIOR> 30,631
<ACCUMULATED-GAINS-PRIOR> 2,765
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 632
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 819
<AVERAGE-NET-ASSETS> 252,761
<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
<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
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-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 145,760
<INVESTMENTS-AT-VALUE> 160,701
<RECEIVABLES> 2,862
<ASSETS-OTHER> 28
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 163,594
<PAYABLE-FOR-SECURITIES> 1,426
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 143
<TOTAL-LIABILITIES> 1,569
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 82,888
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 11,561
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 52,753
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14,823
<NET-ASSETS> 162,025
<DIVIDEND-INCOME> 624
<INTEREST-INCOME> 5,062
<OTHER-INCOME> 0
<EXPENSES-NET> (1,183)
<NET-INVESTMENT-INCOME> 4,503
<REALIZED-GAINS-CURRENT> 26,658
<APPREC-INCREASE-CURRENT> 898
<NET-CHANGE-FROM-OPS> 32,059
<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> (11,471)
<ACCUMULATED-NII-PRIOR> 7,058
<ACCUMULATED-GAINS-PRIOR> 26,095
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,006
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,183
<AVERAGE-NET-ASSETS> 182,959
<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-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,501,342
<INVESTMENTS-AT-VALUE> 1,647,623
<RECEIVABLES> 2,463
<ASSETS-OTHER> 34
<OTHER-ITEMS-ASSETS> 27
<TOTAL-ASSETS> 1,650,147
<PAYABLE-FOR-SECURITIES> 373
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23,101
<TOTAL-LIABILITIES> 23,474
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,211,055
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 15,152
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 254,185
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 146,281
<NET-ASSETS> 1,626,673
<DIVIDEND-INCOME> 14,164
<INTEREST-INCOME> 2,734
<OTHER-INCOME> 0
<EXPENSES-NET> 6,241
<NET-INVESTMENT-INCOME> 10,657
<REALIZED-GAINS-CURRENT> 208,112
<APPREC-INCREASE-CURRENT> 75,122
<NET-CHANGE-FROM-OPS> 293,891
<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> 947,252
<ACCUMULATED-NII-PRIOR> 4,495
<ACCUMULATED-GAINS-PRIOR> 46,073
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,817
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,241
<AVERAGE-NET-ASSETS> 1,153,713
<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
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the AMT
Guardian Investments Annual Report and is qualified in its entirety by reference
to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 08
<NAME> AMT GUARDIAN INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 564
<INVESTMENTS-AT-VALUE> 582
<RECEIVABLES> 1
<ASSETS-OTHER> 26
<OTHER-ITEMS-ASSETS> 10
<TOTAL-ASSETS> 619
<PAYABLE-FOR-SECURITIES> 25
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 30
<TOTAL-LIABILITIES> 55
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 550
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (3)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18
<NET-ASSETS> 564
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1
<OTHER-INCOME> 0
<EXPENSES-NET> (4)
<NET-INVESTMENT-INCOME> (3)
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> 18
<NET-CHANGE-FROM-OPS> 14
<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> 564
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4
<AVERAGE-NET-ASSETS> 289
<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> 9.53<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
Annualized.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the AMT
Mid-Cap Growth Investments Annual Report and is qualified in its entirety by
reference to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 09
<NAME> AMT MID-CAP GROWTH INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,992
<INVESTMENTS-AT-VALUE> 2,064
<RECEIVABLES> 0
<ASSETS-OTHER> 26
<OTHER-ITEMS-ASSETS> 5
<TOTAL-ASSETS> 2,095
<PAYABLE-FOR-SECURITIES> 490
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 31
<TOTAL-LIABILITIES> 521
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,486
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (3)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 18
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 73
<NET-ASSETS> 1,574
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2
<OTHER-INCOME> 0
<EXPENSES-NET> (5)
<NET-INVESTMENT-INCOME> (3)
<REALIZED-GAINS-CURRENT> 18
<APPREC-INCREASE-CURRENT> 73
<NET-CHANGE-FROM-OPS> 88
<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> 1,574
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5
<AVERAGE-NET-ASSETS> 495
<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> 5.92<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
Annualized.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 07
<NAME> AMT INTERNATIONAL INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<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> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<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> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
