As filed with the Securities and Exchange Commission on April 30, 1999
File No. 811-8578
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6
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 ("1940 Act").
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, 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
beneficial interests in any series of the Registrant.
<PAGE>
Part A
Responses to Items 1, 2, 3, 5 and 9 have been omitted pursuant to
paragraph B.2.(b) 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. 30 to the Registration Statement of Neuberger Berman Advisers
Management Trust ("NB Trust") (1933 Act File No. 2-88566, 1940 Act File No.
811-4255, EDGAR accession No. 0000891554-99-000822), as filed with the
Securities and Exchange Commission (the "Commission") on April 28, 1999 (the "NB
Trust Registration Statement"). Part A of the NB Trust Registration Statement
includes the joint prospectus of NB Trust ("Joint Prospectus") and the separate
prospectuses for each of the portfolios of NB Trust, each of which invest in a
master fund that is a series of Advisers Managers Trust.
Item 4. Investment Objectives, Principal Investment Strategies and Related Risks
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. Beneficial interests in the Trust are divided into nine
separate subtrusts or "series", each having a distinct investment objective,
policies and limitations: AMT Balanced Investments, AMT Growth Investments, AMT
Limited Maturity Bond Investments, AMT Liquid Asset Investments, AMT Partners
Investments, AMT International Investments, AMT Mid-Cap Growth Investments, AMT
Guardian Investments and AMT Socially Responsive 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.
Information on each Series' investment objective, how each Series
intends to achieve its investment objective, each Series' principal investment
strategies, the kinds of securities in which each Series principally invests,
other investment practices of each Series, and risk factors associated with
investments in each Series is incorporated herein by reference from the sections
entitled "Goal & Strategy," "Main Risks" and the sidebar "Other Risks" in the
Joint Prospectus at pages 2-3 (AMT Balanced Investments), pages 6-7 (AMT Growth
Investment), pages 10-11 (AMT Guardian Investments), pages 14-15 (AMT Mid-Cap
Growth Investments, pages 18-19 (AMT Partners Investments), pages 22-23 (AMT
Socially Responsive Investments), pages 25-26 (AMT International Investments),
pages 28-29 (AMT Limited Maturity Bond Investments) and pages 32-33 (AMT Liquid
Asset Investments) and the "Euro and Year 2000 Issues" sidebar at page 38.
Additional investment techniques, features, and limitations concerning each
Series' investment program are described in Part B of this Registration
Statement.
Item 6. Management, Organization and Capital Structure
Neuberger Berman Management Inc. ("NB Management") serves as the
investment manager, and Neuberger Berman, LLC serves as the sub-adviser, of each
Series. The address of NB Management and Neuberger Berman, LLC is 605 Third
Avenue, 2nd Floor, New York, NY 10158-0180.
The following list identifies the specific sections and subsections of
the Joint Prospectus under which the information required by Item 6 of Form N-1A
may be found; each listed section is incorporated herein by reference.
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Item 6(a)(1) Page 1, "Portfolio Management" section; "Financial Highlights:
Management" sidebar (pages 5, 9, 13, 17, 21, 31 and 35) (except
with respect to AMT Socially Responsive and International
Investments) and "Performance of a Similar Fund: Management"
sidebar on pages 24 and 27 (with respect to AMT International
and Socially Responsive Investments)
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------
Item 6(a)(2) "Financial Highlights: Management" sidebar (pages 5, 9, 13, 17,
21, 31 and 35) (except with respect to AMT Socially Responsive
and International Investments) and "Performance of a Similar
Fund: Management" sidebar on pages 24 and 27 (with respect
to AMT International and Socially Responsive Investments)
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------
Item 6(a)(3) Not applicable.
Each investor in a Series will be liable for all obligations of that
Series. However, the risk of an investor in a Series incurring financial loss
beyond the amount of its investment 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. Upon liquidation of a Series, investors would be entitled to share
pro rata in the net assets of the Series available for distribution to
investors.
Investments in a Series may not be transferred (except for purposes of
effecting a merger, consolidation, or sale, lease, or exchange of all or
substantially all of the assets of the Trust or a Series or, with approval of
the Trustees, of an investor therein). However, an investor may add to or
withdraw all or any portion of its investment at any time at the net asset value
("NAV") of such investment. Each Series' NAV is determined each day the New York
Stock Exchange ("NYSE") is open for trading ("Business Day"). This determination
is made once during each Business Day for each Series as of the close of regular
trading on the NYSE, usually 4:00 p.m., Eastern time (a "Valuation Time").
Item 7. Shareholder Information
Information on the time and method of valuation of each Series' assets
is incorporated herein by reference from the section entitled "Your Investment:
Share Prices" and the sidebar "Share Price Calculations" in the Joint
Prospectus.
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 1993 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.
There is no minimum initial or subsequent investment in a Series.
However, because each Series intends at all times to be as fully invested as is
reasonably practicable, investments in a Series must be made in federal funds
(i.e., monies credited to the account of the Trust's 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.
At the Valuation Time on each Business Day, 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 a 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 a Series as of the
Valuation Time on the following Business Day.
An investor in a Series may withdraw all or any portion of its
investment at the NAV next determined after a withdrawal request in proper form
is received by the Series. 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 business 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 NB 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 the Series may not be transferred, except as set forth
under "Management, Organization and Capital Structure" 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 or trading on the NYSE
is restricted or to the extent otherwise permitted by the 1940 Act.
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. Each 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. 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 and Section 817 of the Code and the regulations thereunder,
assuming that the investor invested all of its assets in a Series. See Part B
for a discussion of the foregoing tax matters and certain other matters.
<PAGE>
Item 8. Distribution Agreements
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 Series have no
Rule 12b-1 plan.
Information regarding the main features of the "Master/Feeder" fund
structure is incorporated herein by reference from the section entitled "Your
Investment - Portfolio Structure" in the Joint Prospectus.
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 the NB Trust
Registration Statement. Part B of the NB Trust Registration Statement ("Part B")
includes the joint Statement of Additional Information of NB Trust.
Item 10. Cover Page and Table of Contents
Information regarding the Trust, as included in Part B, is
incorporated herein by reference to the Front Cover Page in the NB
Trust Part B.
Fund History.........................................................1
Description of the Fund and Its Investments and Risks................1
Management of the Trust..............................................1
Control Persons and Principal Holders of Securities..................2
Investment Management and Other Services.............................2
Brokerage Allocation and Other Practices.............................3
Capital Stock and Other Securities...................................3
Purchase, Redemption and Pricing of Securities.......................4
Tax Status...........................................................4
Underwriters.........................................................4
Calculation of Performance Data .....................................4
Financial Statements.................................................4
Item 11. Fund History
The Trust was organized under the laws of the State of New York
pursuant to a Declaration of Trust dated May 24, 1994.
Item 12. Description of the Fund and Its Investments and Risks
The Trust is a diversified, no-load, open-end management investment
company. Part A contains some basic information about the principal investment
strategies and risks of the Series. This section supplements the discussion in
Part A of the investment strategies and risks of the Series.
Further information on each Series' investment strategies and risks and
fundamental and non-fundamental policies and/or investment limitations,
temporary defensive positions and portfolio turnover, as well as other
information on each Series' investment program, is incorporated herein by
reference to the section entitled "Investment Information" in the NB Trust Part
B (in particular, the introduction thereto and the subsections entitled
"Investment Policies and Limitations"; "Temporary Defensive Positions";
"Investment Insight"; and "Additional Investment Information". "Certain Risk
Considerations" and "Portfolio Turnover" in the NB Trust Part B are also
incorporated herein by reference).
Item 13. 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 NB Trust Part B.
The following table sets forth information concerning the compensation
of Trustees of the Trust. None of the Neuberger Berman Funds has any retirement
plan for its trustees or officers.
<PAGE>
COMPENSATION TABLE
<TABLE>
<S> <C> <C>
Name of Person Aggregate Compensation From Total Compensation from Trust and
and Position Trust(1) Fund Complex Paid to Trustee(1)
- -------------------------------------------- ------------------------------------ -----------------------------------
Stanley Egener, Chairman and Trustee None None(2)
Faith Colish, Trustee $16,125 $82,750(3)
Walter G. Ehlers, Trustee $15,750 $31,000(4)
Leslie A. Jacobson, Trustee $13,750 $27,500(4)
C. Anne Harvey, Trustee $12,087 $24,167
Robert M. Porter, Trustee $16,500 $33,000(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)
(1)......For the period from January 1 through December 31, 1998.
(2)......Nine other investment companies.
(3)......Five other investment companies.
(4)......One other investment company.
</TABLE>
Item 14. Control Persons and Principal Holders of Securities
As of April 30, 1999, each operational Series could be deemed to be
under the control of a corresponding series of Neuberger Berman Advisers
Management Trust ("NB Trust"), a Delaware business trust. As of April 30, 1999,
NB Trust, through its portfolios ("Portfolios") was the owner of 100% 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 NB 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 NB Trust
are also offered directly to qualified pension and retirement plans.
NB 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, although, as of April 30,
1999, there were no other investors in the Series.
Information about the holders of securities of the Portfolios of NB
Trust is incorporated herein by reference to the section entitled "Control
Persons and Principal Holders of Securities" in the NB Trust Part B.
The address of NB Trust is 605 Third Avenue, 2nd Floor, New York,
NY 10158-0180.
Item 15. 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 NB Trust Part B. The following list identifies the
specific sections in the Part B under which the information required by Item 15
of Form N-1A may be found; each listed section is incorporated herein by
reference.
Item 15(a) Investment Management, Advisory and Administration
Services
Item 15(b) Not applicable
Item 15(c) Not applicable
Item 15(d) Not applicable
Item 15(e) Not applicable
Item 15(f) Not applicable
Item 15(g) Not applicable
Item 15(h) Custodian and Transfer Agent; Independent Auditors
<PAGE>
The total management fees accrued by each Series of the Trust and
payable to NB Management for the years ended December 13, 1996, 1997, and 1998
are as follows:
<TABLE>
<CAPTION>
1996 1997 1998
------- ---- ----
<S> <C> <C> <C> <C>
AMT Balanced Investments $1,425,077 $1,554,602 $ 1,418,336
AMT Liquid Asset Investments $ 98,887 $ 91,752 $ 96,793
AMT Partners Investments $3,295,383 $9,277,108 $13,672,777
AMT Limited Maturity Bond Investments $1,611,437 $1,642,678 $ 1,726,341
AMT Growth Investments $4,704,750 $5,336,566 $ 4,754,721
AMT Guardian Investments $ -- $ 397 $ 308,524
AMT Mid-Cap Growth Investments $ -- $ 681 $ 114,303
AMT Socially Responsive Investments $ -- $ -- $ --
AMT International Investments $ -- $ -- $ --
</TABLE>
Item 16. 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 NB Trust Part B.
Item 17. Capital Stock and Other Securities
The Trust issues shares of beneficial interest. Investments in the
Series have no preemptive or conversion rights and are fully paid and
non-assessable by the Trust. 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.
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 ratification of
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. 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 singed by a specified number 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 in the Series. 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 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 18. Purchase, Redemption and Pricing 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 Item 7 in Part A.
Information on the use of the amortized cost valuation method in
reliance on Rule 2a-7 under the 1940 Act by AMT Liquid Asset Investments is
incorporated herein by reference to the section entitled "Additional Purchase
and Redemption Information - Share Prices and Net Asset Value" in Part B.
Futures contracts are marked to market daily, and options thereon are
valued at their latest sale price on the applicable exchange prior to pricing.
If, for any such option, there is no sale on that day prior to pricing, it is
valued at its bid price at that time; except that, if NB Management believes
that bid price does not accurately reflect the option's value at the time of
pricing, it is valued at fair value, as determined in accordance with procedures
approved by the Trustees. All other securities and assets, including illiquid
securities, are valued in good faith in a manner designed to reflect their fair
value, in accordance with procedures approved by the Trustees.
Item 19. 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 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 20. Underwriters
NB 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 on a best efforts basis. NB Management receives no compensation
for such placement agent services. Beneficial interests in the Series are issued
continuously.
Item 21. Calculation of Performance Data
Not applicable.
Item 22. 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, 1998 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, 1998.
<PAGE>
RATINGS OF SECURITIES
A description of corporate bond and commercial paper ratings is incorporated
herein by reference to "Appendix A --Ratings of Securities" in Part B.
<PAGE>
ADVISERS MANAGERS TRUST
AMENDMENT NO. 6 ON FORM N-1A
PART C
OTHER INFORMATION
Item 23. Exhibits
Exhibit
Number Description
(a) (1) Amended and Restated Declaration of Trust of
Registrant. Incorporated by reference to
Amendment No. 1 to Registrant's Registration
Statement (File No. 811-8578, EDGAR accession
No. 0000912057-96-007299).
(2) Establishment and Designation of new series of
Registrant and Schedule A identifying series of
Registrant. Filed herewith.
(3) Amendment to the Registrant's Declaration of
Trust. Incorporated by reference to Amendment
No. 4 to Registrant's Registration Statement
(File No. 811-8578, EDGAR accession No.
0000943663-98-000130).
(b) (1) By-laws of Registrant. Incorporated by
reference to Amendment No. 1 to Registrant's
Registration Statement (File No. 811-8578,
EDGAR accession No.
0000912057-96-007299).
(2) Amendment to the Registrant's By-laws.
Incorporated by reference to Amendment No. 4
to Registrant's Registration Statement
(File No. 811-8578, EDGAR accession No.
0000943663-98-000130).
(3) Voting Trust Agreement. None.
(c) (1) Trust Instrument of Registrant, 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).
(2) By-laws of Registrant, 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).
(d) (1) Management Agreement between Registrant 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).
(2) Sub-Advisory Agreement between
Neuberger Berman Management Incorporated and
Neuberger Berman with respect to Registrant.
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).
(3) Substitution Agreement among Neuberger Berman
Management Inc., Registrant, 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).
(4) Schedule designating Series of Registrant
subject to the Management Agreement.
Incorporated by reference to Post-Effective
Amendment No. 28 to the Registration Statement
of Neuberger Berman Advisers Management Trust
(File Nos. 2-88566 and 811-4255, EDGAR
accession No. 0000943663-98-000266).
(5) Schedule designating Series of Registrant
subject to the Sub-Advisory Agreement.
Incorporated by reference to Post-Effective
Amendment No. 28 to the Registration Statement
of Neuberger Berman Advisers Management Trust
(File Nos. 2-88566 and 811-4255, EDGAR
accession No. 0000943663-98- 000266).
(e) Distribution Agreement. None.
(f) Bonus, Profit Sharing or Pension Plans. None
(g) (1) Custodian Contract between Registrant 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).
(2) 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).
(3) Schedule A to Custodian Contract designating
approved foreign banking institutions and
securities depositories. Incorporated by
reference to Post-Effective Amendment No. 30 to
Registration Statement of Neuberger Berman
Advisers Management Trust (File No. 2-88566 and
811-4255, EDGAR accession
No. 0000891554-99-000822).
(4) 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).
(5) Form of Letter Agreement adding AMT Socially
Responsive Investments to the Custodian
Contract and Transfer Agency Agreement.
Incorporated by reference to Amendment No. 5 to
Registrant's Registration Statement (File No.
811-8578, EDGAR accession No. 0000943663-98-
000268).
(6) 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.)
(7) Schedule designating Series of Registrant
subject to Custodian Contract. Incorporated by
reference to Amendment No. 5 to Registrant's
Registration Statement (File No. 811-8578,
EDGAR accession No. 0000943663-98-000268).
(h) (1) 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).
(2) 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).
(3) 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).
(4) Schedule designating the Series of Registrant
subject to the Transfer Agency Agreement.
Incorporated by reference to Amendment No. 5 to
Registrant's Registration Statement (File No.
811-8578, EDGAR accession No. 0000943663-98-
000268).
(i) Opinion and Consent of Dechert Price & Rhoads.
None.
(j) Opinion and Consent of Independent Auditors.
None.
(k) Financial Statements Omitted from Prospectus.
None
(l) Letter of Investment Intent. None.
(m) Form of Distribution Plan Pursuant to Rule
12b-1. None.
(n) Financial Data Schedules. Filed herewith.
(o) Rule 18f-3 Plan. None.
Item 24. Persons Controlled By or Under Common Control with Registrant
Not applicable.
Item 25. 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 ("NB Management") provides that neither
NB Management nor any director, officer or employee of NB Management performing
services for any series of the Registrant (each a "Series") at the direction or
request of NB Management in connection with NB Management's discharge of its
obligations under the Agreement shall be liable for any error of judgment or
mistake of law or for any loss suffered by a Series in connection with any
matter to which the Agreement relates; provided, that nothing in the Agreement
shall be construed (i) to protect NB Management against any liability to the
Registrant or a Series thereof or its interest holders to which NB Management
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of NB Management's duties, or by reason of NB
Management's reckless disregard of its obligations and duties under the
Agreement, or (ii) to protect any director, officer or employee of NB Management
who is or was a Trustee or officer of 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 26. 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 NB
Management and each principal of the Sub-Adviser is, or at any time during the
past two years has been, engaged for his or her own account or in the capacity
of director, officer, employee, partner or trustee is incorporated herein by
reference to Item 26 in Part C of the NB Trust Registration Statement.
Item 27. Principal Underwriters
Not applicable.
<PAGE>
Item 28. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder with respect to the Registrant are maintained at the
offices of State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, except for the Registrant's 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
Registrant, 605 Third Avenue, New York, New York 10158.
Item 29. Management Services
Other than as set forth in Parts A and B of this Registration
Statement, the Registrant is not a party to any management-related service
contract.
Item 30. Undertakings
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 6 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 26th day
of April, 1999.
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. 6
TO THE
REGISTRATION STATEMENT
OF
ADVISERS MANAGERS TRUST
<PAGE>
INDEX TO EXHIBITS
(for Amendment No. 6)
Exhibit No
Under Part C
of Form N-1A Name of Exhibit
(n) Financial Data Schedules.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the AMT
Liquid Asset Investments Annual Report and is qualified in its entirety by
reference to such document.
</LEGEND>
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 01
<NAME> AMT LIQUID ASSET INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 14,987
<INVESTMENTS-AT-VALUE> 14,987
<RECEIVABLES> 35
<ASSETS-OTHER> 6
<OTHER-ITEMS-ASSETS> 2
<TOTAL-ASSETS> 15,030
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9
<TOTAL-LIABILITIES> 9
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15,021
<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> 15,021
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 827
<OTHER-INCOME> 0
<EXPENSES-NET> (82)
<NET-INVESTMENT-INCOME> 745
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 745
<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> 1,148
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 37
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 82
<AVERAGE-NET-ASSETS> 14,918
<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-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 594,896
<INVESTMENTS-AT-VALUE> 734,331
<RECEIVABLES> 3,982
<ASSETS-OTHER> 82
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 738,398
<PAYABLE-FOR-SECURITIES> 4,290
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 123,317
<TOTAL-LIABILITIES> 127,607
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 471,356
<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> 139,435
<NET-ASSETS> 610,791
<DIVIDEND-INCOME> 1,207
<INTEREST-INCOME> 1,651
<OTHER-INCOME> 0
<EXPENSES-NET> (3,311)
<NET-INVESTMENT-INCOME> (453)
<REALIZED-GAINS-CURRENT> 30,290
<APPREC-INCREASE-CURRENT> 55,577
<NET-CHANGE-FROM-OPS> 85,414
<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> 24,364
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,042
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,311
<AVERAGE-NET-ASSETS> 570,957
<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-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 280,434
<INVESTMENTS-AT-VALUE> 280,656
<RECEIVABLES> 4,287
<ASSETS-OTHER> 25
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 284,971
<PAYABLE-FOR-SECURITIES> 8,181
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 92
<TOTAL-LIABILITIES> 8,273
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 276,665
<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> 33
<NET-ASSETS> 276,698
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 17,501
<OTHER-INCOME> 0
<EXPENSES-NET> (835)
<NET-INVESTMENT-INCOME> 16,666
<REALIZED-GAINS-CURRENT> (3,319)
<APPREC-INCREASE-CURRENT> (834)
<NET-CHANGE-FROM-OPS> 12,513
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 26,040
<ACCUMULATED-NII-PRIOR> 47,587
<ACCUMULATED-GAINS-PRIOR> 1,120
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 664
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 835
<AVERAGE-NET-ASSETS> 265,652
<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> .31
<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-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 181,567
<INVESTMENTS-AT-VALUE> 208,460
<RECEIVABLES> 1,839
<ASSETS-OTHER> 25
<OTHER-ITEMS-ASSETS> 9
<TOTAL-ASSETS> 210,333
<PAYABLE-FOR-SECURITIES> 2,892
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 29,740
<TOTAL-LIABILITIES> 32,632
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 150,872
<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> 26,829
<NET-ASSETS> 177,701
<DIVIDEND-INCOME> 218
<INTEREST-INCOME> 4,575
<OTHER-INCOME> 0
<EXPENSES-NET> (1,067)
<NET-INVESTMENT-INCOME> 3,726
<REALIZED-GAINS-CURRENT> 4,111
<APPREC-INCREASE-CURRENT> 12,006
<NET-CHANGE-FROM-OPS> 19,843
<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> 15,676
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 918
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,067
<AVERAGE-NET-ASSETS> 166,903
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .64
<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-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1,599,041
<INVESTMENTS-AT-VALUE> 1,750,035
<RECEIVABLES> 13,142
<ASSETS-OTHER> 44
<OTHER-ITEMS-ASSETS> 8
<TOTAL-ASSETS> 1,763,229
<PAYABLE-FOR-SECURITIES> 17,034
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 108,168
<TOTAL-LIABILITIES> 125,202
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,487,033
<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> 150,994
<NET-ASSETS> 1,638,027
<DIVIDEND-INCOME> 31,002
<INTEREST-INCOME> 1,875
<OTHER-INCOME> 0
<EXPENSES-NET> (9,012)
<NET-INVESTMENT-INCOME> 23,865
<REALIZED-GAINS-CURRENT> 27,914
<APPREC-INCREASE-CURRENT> 4,713
<NET-CHANGE-FROM-OPS> 56,492
<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> 11,354
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,430
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 9,012
<AVERAGE-NET-ASSETS> 1,748,118
<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> .52
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</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-31-1998
<PERIOD-END> DEC-31-1998
<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>
<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-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 73,415
<INVESTMENTS-AT-VALUE> 76,759
<RECEIVABLES> 171
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 5
<TOTAL-ASSETS> 76,947
<PAYABLE-FOR-SECURITIES> 851
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,875
<TOTAL-LIABILITIES> 2,726
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 70,041
<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> 4,180
<NET-ASSETS> 74,221
<DIVIDEND-INCOME> 364
<INTEREST-INCOME> 290
<OTHER-INCOME> 0
<EXPENSES-NET> (259)
<NET-INVESTMENT-INCOME> 395
<REALIZED-GAINS-CURRENT> (5,836)
<APPREC-INCREASE-CURRENT> 4,162
<NET-CHANGE-FROM-OPS> (1,279)
<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> 73,657
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 200
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 259
<AVERAGE-NET-ASSETS> 36,302
<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> .71
<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
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-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 32,458
<INVESTMENTS-AT-VALUE> 37,153
<RECEIVABLES> 238
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 14
<TOTAL-ASSETS> 37,417
<PAYABLE-FOR-SECURITIES> 1,254
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,071
<TOTAL-LIABILITIES> 6,325
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 26,397
<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> 4,695
<NET-ASSETS> 31,092
<DIVIDEND-INCOME> 17
<INTEREST-INCOME> 91
<OTHER-INCOME> 0
<EXPENSES-NET> (122)
<NET-INVESTMENT-INCOME> (14)
<REALIZED-GAINS-CURRENT> 721
<APPREC-INCREASE-CURRENT> 4,622
<NET-CHANGE-FROM-OPS> 5,329
<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> 29,518
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 74
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 122
<AVERAGE-NET-ASSETS> 13,451
<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> .91
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000925980
<NAME> ADVISERS MANAGERS TRUST
<SERIES>
<NUMBER> 10
<NAME> AMT SOCIALLY RESPONSIVE INVESTMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<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>
